OS Dental

OS Dental Consulting
Services Agreement

Last Updated: August 28, 2026

This Consulting Services Agreement (this “Agreement”), effective as of the date of the execution of the Order Form (as defined below) referencing this Agreement (the “Effective Date”), is by and between OSDental Inc., a Delaware corporation, with an address for notice at 59 Davis Road Millbury MA 01527 (“Company”), and the Customer identified on the Order Form (“Customer”). Company and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

1. Scope of Services.

The Customer hereby engages Company on a non-exclusive basis to render consulting advice to the Company relating to provide monthly bookkeeping services pursuant Exhibit A (the “Bookkeeping Services”), together with advice and consulting on other financial and similar matters as may be requested by Customer from time-to-time (“Additional Projects” and together with the Bookkeeping Services, the “Services”). For each new Additional Project that Company performs for you as part of the Services, Company and Customer shall agree upon a description of such services and project-specific terms in a Statement of Work (each a “SOW”). This Agreement, along with any applicable SOW and the Order Form shall constitute the agreement for the Services between Company and Customer. This Consulting Services Agreement will apply to all Services Company performs at Customer’s request and pursuant to the Customer’s directions even if such Services are not expressly covered by a SOW.

2. Customer Responsibilities.

Customer shall comply with the customer responsibilities set forth on Exhibit A. Customer shall hold Company harmless, indemnify and release Company pursuant to the terms of this Agreement from any and all liability resulting from Customer’s failure to furnish Company complete or correct information or the failure of Company to receive accurate information from any third party. Company’s work does not include any procedures designed to discover the existence of any defalcations or irregularities. Company shall be entitled to rely on and assume, without independent verification, that all representations, assumptions, information and data supplied by Customer and their respective representatives and agents will be complete and accurate. Company may use information and data furnished by others; however, Company shall not be responsible for, and Company shall provide no assurance regarding, the accuracy of any such information or data. Except as specifically provided herein, Company shall not assume any responsibility for any financial reporting with respect to the services provided hereunder. Customer shall be responsible for all financial information and statements provided with respect to any Services performed hereunder. Company cannot, nor shall have any responsibility to, address any legal matters or questions of law. Customer understands and agrees that Company will not perform management functions or make management decisions on behalf of Customer. However, Company will provide advice and recommendations to assist management of Customer in performing its functions and fulfilling its responsibilities. In connection with Company’s provision of Services, Customer agrees that Customer shall perform the following functions:

(a) make all management decisions and perform all management functions with respect to the Services performed by Company;

(b) assign an individual who possesses suitable skill, knowledge and experience to oversee such Services and to evaluate the adequacy and results of such Services; and

(c) accept responsibility for the results of such Services.

Fees and Expenses.

Company’s fees for the provision of Additional Services proposed above will be based on its standard and discounted hourly rates related to the level of experience of the individuals performing the work as set forth in a SOW. The Company’s fees for the Bookkeeping Services are found on the Order Form. Customer shall also be responsible for out-of-pocket expenses incurred in the course of the engagement. Fees plus expenses will be billed as they are incurred at least monthly and will be the sole responsibility of the Customer. Amounts are due and payable upon receipt of Company’s invoice. Company may charge additional fees if Customer requests that Company perform services in addition to the Services described in this Agreement and any SOW. The amount of Company’s fees is based upon the expectation that certain information and assistance will be received by Company in a timely manner from Customer as set forth in this Agreement. If Company believes an additional fee is required as the result of the failure of Customer to meet any of these requests for information or for any other reason, Company will inform Customer in a timely manner. Invoices that are unpaid thirty (30) days past the invoice date are deemed delinquent and Company reserves the right to charge interest on the past due amount at the lesser of 1.5% per month or the maximum amount permitted by law. If an account has fees that are not paid in a timely manner, Company then reserves the right to suspend its Services, withhold delivery of any deliverables, or withdraw from this engagement entirely. If any collection action is required, the Customer agrees to reimburse Company for all our costs of collection, including without limitation, attorneys’ fees. Customer reserves the right to increase its standard and discount hourly rates on reasonable notice to the Customer, and no more than once during any one-year period after the first anniversary of the effective date of this Agreement.

4. Termination.

Each party shall have the right to terminate this Agreement and any specific SOW at any time by giving written notice to the other party not less than thirty (30) days before the proposed effective date of termination. In addition, Company may terminate this Agreement and any SOW outstanding Services immediately if Company reasonably determines that it must do so to comply with applicable professional standards, applicable laws or regulations. Those provisions in this Agreement that are intended to survive termination, such as indemnification, confidentiality, and ownership of intellectual property, shall survive after the termination of the Agreement. If this Agreement or any SOW is terminated, Customer agrees to compensate Company for the Services performed and expenses incurred through the effective date of termination.

5. Limitation on Liability and Indemnification.

Customer agrees to indemnify, hold harmless and defend Company and its members, partners, employees, contractors, agents and affiliates (collectively, the “Company Group”) from and against any and all claims, liabilities or expenses relating to the Services in contract, statute or tort except to the extent arising from the gross negligence or willful misconduct of the Company group. Customer further agrees to release, hold harmless and indemnify any and all members of the Company Group from any liability and costs relating to Company’s Services under this Agreement attributable to any misrepresentations by Customer. Customer agrees that the Company Group shall not be liable to Customer for any claims, liabilities or expenses in contract, statute or tort for an aggregate amount in excess of the fees paid by Customer to Company pursuant to this Agreement, except to the extent finally judicially determined to have resulted from the fraud or intentional misconduct of any member of the Company Group. In no event shall the Company Group be liable for consequential, special, indirect, incidental, punitive or exemplary losses or damages relating to this Agreement. These indemnification, hold harmless and limitation on liability provisions shall apply to the fullest extent of the law, whether in contract, statute, tort or otherwise and shall survive any termination of this Agreement and any SOW.

6. Non-Solicitation.

The Customer agrees that at any time commencing on the date of this Agreement and continuing through and including a period of twenty-four (24) months after the termination or expiration of this Agreement or any SOW, the Customer will not solicit or entice or endeavor to solicit or entice away from Company any person who is at the time of solicitation or enticement or who was within the twenty-four (24) month period prior to the expiration or termination of this Agreement or any SOW an employee or agent of Company, either for the Customer’s own employ or for any firm, business entity or other organization, including but not limited to any consulting relationship with the Customer.

7. Non-exclusivity.

Neither this Agreement, nor the provision of Services by Company pursuant to the terms of this Agreement or any SOW, shall in any way limit the ability of Company to enter into similar agreements or provide similar services to or with other persons.

8. Third Parties and Internal Use.

Except as otherwise agreed, all Services hereunder shall be solely for the Customer, and this engagement does not create privity between Company and any person or party other than the Customer (“Third Party”). This engagement is not intended for the express or implied benefit of any Third Party. No Third Party is entitled to rely, in any manner or for any purpose, on the advice, opinions, reports or other services of Company. Subject to the terms of this Agreement, the Customer is, however, authorized to disclose any and all aspects of Company’s advice, opinions, reports or other services to any other persons. Customer must inform anyone to whom Customer makes disclosures that they may not rely upon Company’s advice, opinions or reports without Company’s written consent.

9. Advice and Services.

Customer shall not rely on any Company draft advice, opinions, information, reports and other communication (“Advice”), and Customer acknowledges that Company is not required to update final Advice following Company’s delivery of such final Advice. Company’s Services will not constitute an audit, review, examination, or other form of attestation.

10. Work Papers, Records, and Documentation.

In connection with the Services, Company will prepare work papers and other papers and writings as Customer may request. During the term of this Agreement, the parties hereby acknowledge that Customer shall retain ownership in and to the Services, except that Company shall retain ownership of the work papers prepared by Company, subject to the terms hereof. Company shall return all documentation provided under this engagement to Customer upon its written request, except that Company may retain its work papers. Under this Agreement, to the extent legally permissible, Company will immediately notify Customer in the event of any of the following:

(1) The disclosure to any third person of any documents prepared by or submitted to Company in connection with this Agreement;

(2) A request or demand by any third person to examine, inspect or copy such documents;

(3) The actual or attempted service of an order, subpoena or summons that requires production of any such documents; or

(4) Any known or suspected breach of any confidentiality agreement executed per this Agreement, or any other applicable law governing privacy or data security. Notwithstanding the foregoing or anything to the contrary contained herein, any records retained by Company shall be held in accordance with its retention period. Company shall retain the right to reuse the ideas, concepts, know-how, and techniques derived from the rendering of the Services so long as it does not require the disclosure of any of Customer’s confidential information. Company shall be entitled to all protections afforded under State and Federal statutory or common law with respect to any report, computer program (source code and object code) or programming and/or material documentation, manual, chart, specification, formula, database architecture, template, system model, copyright, diagram, description, screen display, schematic, blueprint drawing, tape, license, listing, invention, record, development frameworks, code libraries, best practices, general knowledge, skills and experience, or other materials preexisting the execution of this Agreement (“Company Intellectual Property”). Unless otherwise specifically stated in this Agreement, the reproduction, distribution or transfer, by any means or methods, whether direct or indirect, of any of Company’s or its agents’ Intellectual Property or proprietary information by the Customer is strictly prohibited.

11. Confidential Information.

  • For purposes of this Agreement:
    • “Receiving Party” means a party that receives or acquires Confidential Information directly or indirectly under this Agreement.
    • “Disclosing Party” means a party that discloses Confidential Information under this Agreement.
    • “Confidential Information”means any information that is treated as confidential by a party, including but not limited to all non-public information about its business affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”. To the extent Confidential Information includes protected health information (“PHI”), such PHI shall additionally be subject to the terms of the Business Associate Agreement as set forth in Section 24. Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
    • “Intellectual Property Rights” means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), [mask works,] and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
  • The Receiving Party agrees:
    • not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its and its affiliates, and their officers, employees, consultants, and legal advisors who have a “need to know”, who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 9;
    • to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Customer, to make use of the Services ; and
    • promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.
  • If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide:
    • prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and
    • reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

If, after providing such notice and assistance as required herein, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose [and, upon the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment].

  • Ownership.
    Any disclosed Confidential Information shall be deemed the property of the Disclosing Party. The Recipient will not receive any title, ownership, license, property or other right or interest in any of the Disclosing Party’s Confidential Information, and the Recipient may not copy or reproduce the Disclosing Party’s Confidential Information without the express written permission of the Disclosing Party.

12. E-mail Communication.

In connection with this engagement, Company may communicate with Customer or others at the direction of the Customer via e-mail and the parties shall use commercially reasonable security measures when communicating via e-mail. As e-mails can be intercepted, disclosed, used, and/or otherwise communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed, Company cannot ensure that e-mails received or sent by Company will be properly delivered and read only by the addressee. Therefore, Company disclaims and waives any and all liability for interception or unintentional disclosure of e-mail transmissions, or for the unauthorized use or failed delivery of e-mails transmitted by us in connection with the performance of this engagement. In that regard, Customer agrees that Company shall have no liability for any loss or damage arising from the use of e-mail, including any punitive, consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure of confidential information.

13. Governing Law; Dispute Resolution Procedure.

  • Governing Law.
    This Agreement, the rights of the parties and all Actions arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the Commonwealth of Massachusetts, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
  • Arbitration.
    Except as set forth in Section 13(c) below, in the event that any dispute shall arise among the Parties hereto as to any matter covered by this Agreement or any of the agreements referenced in Section 20, such dispute shall be solely resolved by the agreement of the Parties, or if they are unable to agree within twenty (20) days of the date such dispute arises, same shall be settled, by final and binding arbitration. Any claim for arbitration will be timely only if brought within the time in which an administrative charge or complaint must have been filed or, if any administrative charge is not involved, within the time set by the appropriate statute of limitations. The Parties agree to utilize a single arbitrator mutually agreed upon by the Parties who the Parties agree shall be a retired federal or state judge of the Commonwealth of Massachusetts. Such arbitration shall be exclusively conducted at the office of either the arbitrator or at the office of Company’s counsel. If the Parties are unable to mutually agree upon an acceptable arbitrator, then the matter shall be submitted to the American Arbitration Association who shall appoint a single arbitrator. Such arbitration shall be governed by the laws of the Commonwealth of Massachusetts. The arbitrator will handle the arbitration in an expedited manner and provide each Party with a reasonable opportunity for pre-hearing discovery of information relevant to the claims and defenses raised in the arbitration and shall otherwise ensure fairness and due process in the arbitration process and hearings. For issues involving pre-hearing discovery, procedures before and during the hearing and admissibility of evidence and other evidentiary matters that are not addressed, the arbitrator shall be guided, but not controlled by, the Massachusetts Rules of Civil Procedure and the Massachusetts Rules of Evidence. In seeking such guidance from these Rules, the arbitrator shall balance the need for fairness and due process against the purposes of arbitration to provide a quicker, less costly and less cumbersome process than the courts for the resolution of disputes. Any award rendered by the arbitrator shall be final, binding upon the Parties, and shall not be subject to appeal. As soon as reasonably practicable, but not later than thirty (30) days after the hearing is completed, the arbitrator shall arrive at a final decision, which shall be reduced to writing, signed by the arbitrator and mailed to each of the parties and their legal counsel. An action to enforce or vacate any arbitration award will be adjudicated in a Massachusetts court of law. The fees and expenses of the arbitrator shall be borne equally by the parties to the arbitration, unless some other allocation of these expenses is agreed-to or is part of the arbitrator’s award. Each Party shall pay such Party’s own fees and costs relating to any arbitration proceedings, including attorney fees. The Parties, their attorneys, accountants, tax and investment advisors, experts, expert and lay witnesses, and any and all other individuals who the Parties involve in this arbitration process shall for all time maintain the confidentiality of all aspects of the arbitration; provided, that such confidentiality obligation shall not prohibit disclosures required by applicable Legal Requirements or court order (in which case the disclosing party shall, to the extent legally permitted, provide the other party with reasonable prior notice and an opportunity to seek a protective order). Each Party shall be responsible for advising all the other individuals which each Party involves in the arbitration of this obligation to maintain this confidentiality.
  • Specific Performance.
    Notwithstanding Section 12(g) above, each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly, each of the parties agrees that, without posting bond or other undertaking, the other parties will be entitled to seek an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any Action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter in addition to any other remedy to which it may be entitled, at law or in equity. Each party further agrees that, in the event of any action for specific performance in respect of such breach or violation, it will not assert that the defense that a remedy at law would be adequate.
  • Waiver of Jury Trial.
    Each party to this agreement hereby acknowledges that by agreeing to mandatory arbitration, in accordance with section 13(b), such party is giving up its right to pursue the resolution of any dispute with any other party hereto through a lawsuit in a court of law other than with respect to section 13(b), and specifically, such party is giving up its right to have any such dispute decided by a jury.

14. Severability/Unenforceable Provisions.

If any portion of this Agreement, including without limitation any portion of this Agreement or any SOW addressing dispute resolution, indemnification or limitation of liability, is held to be void, invalid or otherwise unenforceable in whole or in part, for any reason whatsoever, such portion of the Agreement shall be amended to the minimum extent required to make the provision enforceable and the remaining portions of this Agreement shall remain in full force and effect.

15. Amendment and Modification; Waiver.

This agreement may be updated, amended, restated, or otherwise modified from time to time by Company in Company’s sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in Section 12(f) and (g) (Governing Law and Arbitration) will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on our website. Except as otherwise set forth in this Agreement,

(i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and

(ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16. Execution.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall constitute one and the same instrument.

17. Power and Authority.

Each of the parties hereto has all requisite power and authority to execute and deliver this Agreement and to carry out and perform its respective obligations hereunder. This Agreement constitutes the legal, valid and binding obligations of each party, enforceable against such party in accordance with its terms.

18. Confidentiality.

The Customer understands and agrees that this Agreement shall only be effective upon receipt of Company by a fully executed confidentiality agreement, a form of which is attached hereto as Schedule B (the “Confidentiality Agreement”). Any breach of the Customer of the Confidentiality Agreement shall constitute a breach of this Agreement, and provide a basis to Company for immediate termination of this Agreement. The Confidentiality Agreement, and the terms found therein, are incorporated into this Agreement by reference.

19. Agency.

The relationship between the parties to this Agreement is exclusively that of an independent contractor and that Company’s obligations to Customer are exclusively contractual in nature. This Agreement does not create an agency, employment, partnership joint venture, trust or other fiduciary relationship between the parties. No party hereto shall have the right to bind the other to any Third Party or otherwise to act in any way as a representative or agent of the other, except as otherwise agreed to in writing between the parties.

20. Electronic Transmission.

This Agreement may be transmitted in electronic format and shall not be denied legal effect solely because it was formed or transmitted, in whole or in part, by electronic record; however, this Agreement must then remain capable of being retained and accurately reproduced, from time to time, by electronic record by the parties to this Agreement and all other persons or entities required by law. An electronically transmitted signature to this Agreement will be deemed an acceptable original for purposes of consummating this Agreement and binding the party providing such electronic signature.

21. Preemption/Entire Agreement. Entire Agreement.

This Agreement, together with the Order Form, SOW(s) any other documents incorporated herein by reference and all related Exhibits, including, without limitation, Company’s Business Associate Agreement available at https://osdental.io/legal/business-agreement, Company’s Privacy Policy available at https://osdental.io/legal/privacy-policy, Company’s Terms and Conditions available at https://osdental.io/legal/terms-and-conditions, and, if applicable, Company’s AI Acceptable Use Policy available at https://osdental.io/legal/ai-acceptable-use-policy, as each may be updated from time to time, and which are specifically incorporated by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs:

(i) first, this Agreement, excluding its Exhibits;

(ii) second, the Exhibits to this Agreement as of the Effective Date; and

(iii) third, any other documents incorporated herein by reference. Notwithstanding anything to the contrary in this Agreement, to the extent Customer Data contains PHI, the Parties’ rights and obligations regarding such PHI shall be governed by the Business Associate Agreement. In the event of any conflict between this Agreement and the Business Associate Agreement with respect to PHI, the Business Associate Agreement shall control.

EXHIBIT A - Bookkeeping Services

Scope of Services

OSDental agrees to provide the Bookkeeping Services as described below.

  • Data Entry & Reconciliation:
    • Bank Transaction Entry
    • Bank Reconciliation
    • Credit Card Transaction Entry
    • Credit Card Reconciliation

Customer Responsibilities

  • The Customer will provide requested documentation as needed by OSDental.
  • Onboarding and access to the Customer’s systems is provided in a timely manner.
  • Both parties will agree to internal staff re-arrangement of duties and expectations
  • Both parties shall provide knowledgeable resources for input, reviews, feedback and address technical/business questions.
  • OSDental consultants will work both remotely and in person with a set schedule mutually agreed upon.
  • The Customer will provide any necessary access to any required systems when OSDental is working remotely.
  • The Customer will make subject matter experts available as needed to answer questions and provide input in a timely manner.
  • Customer shall provide access to systems, facilities, meeting or working space, and pertinent current documentation and information to OSDental. Where required, Customer shall either grant temporary user account access to a given system or provide a resource with system access to work with the OSDental resources.

Billing Arrangements

OSDental will provide the Services outlined in this Order Form on a fixed price basis.