Disclosure of Ownership and Division of Duties of Swanky Smiles and Patient Care Provider
The trade name and mark “Swanky Smiles,” is owned by Interstellar Disruption, LLC (“Company”), a New Mexico limited liability company. Company provides Support Services to orthodontic practices licensed to use the trade name or mark “Swanky Smiles.” “Support Services” means the management and administrative support services, systems, methods, techniques, and recommendations provided to Practice strictly about business aspects as well as any billing services Company provides to Practice. Company provides no patient care whatsoever for Swanky Smiles. Support Services shall consist only of services that a non-professional entity may lawfully provide to an orthodontic practice. Nothing in this Disclosure is intended, nor shall be construed, to permit Company to engage in the Practice of Orthodontics. Notwithstanding anything contained herein to the contrary, Support Service provided by Company under this Agreement shall consist only of services that an orthodontic practice may contract with a business corporation to provide, as permitted under the applicable state or federal laws. Nothing herein shall be construed, to permit or require Company to engage in the Practice of Orthodontics, nor delegate any professional responsibilities of Practice to Company. In performing the services and responsibilities Company shall not, nor attempt to, control, influence, or otherwise interfere with any of Practice’s independent professional judgment regarding the Practice of Orthodontics.
All patient care is provided by Freeman Orthodontics, P.A., or any other entities owned, controlled, associated or affiliated by Freeman Orthodontics P.A. as incorporated under the laws of Florida (“Practice”). “Patient Care” includes: initial consultation(s); the creation of medical and other records or documentation in accordance with all applicable state and federal laws and regulations; services provided by the Practice to its patients, which includes diagnosing, preventing, and correcting improperly positioned teeth and jaws (“Practice of Orthodontics” or “Orthodontic Care”); the examination, diagnosis, and treatment of patients; the method and deliver of Orthodontic Care; the selection of goods and services in connection with Orthodontic Care; the absolute control and discretion of the Practice of Orthodontics; and all other matters included within the definition of the Practice of Orthodontics. Practice shall be the sole provider of Orthodontic Care to patients.
Logos, brands, trademarks, trade names, service marks, copyrights, trade secrets, know-how, show-how and other proprietary information or documentation, or any other intellectual property as defined under applicable state or United States’ law (“Intellectual Property”) shall remain the sole and exclusive ownership of either the Company or Practice, whichever holds the right to the Intellectual Property (“Intellectual Property Rights”). Company may use the trade name or mark “Swanky Smiles” with any business, person, individual or entity of its choosing. Practice shall only use the trade name or mark “Swanky Smiles” exclusively and in conjunction with Company.