Exhibit A · Practice protections
Six things we can never do to your practice.
Each one appears twice: the clause that goes in the agreement, and what it means in plain English. No form, no email, nothing to download, no page in between.
Terms v1.0 · Published 1 August 2026 · Every change to this page is logged at the foot of it
Practice IQ has not yet executed a management agreement with any practice. The language below is the drafting instruction our counsel is working from, and it will be replaced here by the operative clause text once the form agreement is final.
We are publishing it now because a doctor should be able to read what we intend to bind while there is still nothing to hide.
Exhibit A, in full.
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A.1 · Non-competition
The Manager shall not require, and shall not enforce, any covenant not to compete, covenant not to solicit patients, or equivalent restraint against the Doctor, in any jurisdiction, during the Term or following termination for any reason.
This Section A.1 survives termination and is not subject to waiver.
We can never ask you for a non-compete.
Not in any state, not at signing, not on the way out. If this does not work, you keep the right to practice dentistry wherever you want, including across the street.
California SB 351 bars private equity and hedge fund groups from enforcing non-competes against dentists, setting patient quotas, overruling treatment plans, dictating diagnostic tests, and interfering in referrals. Read the bill. Everything in this exhibit is written to hold in all fifty.
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A.2 · Production and patient time
The Manager shall not establish production quotas, minimum case values, minimum per-patient revenue, procedure-mix targets, or any limit upon the time the Doctor allocates to a patient.
No compensation payable to any clinical employee of the Practice shall vary with the volume or value of any procedure, product, or treatment recommended.
We can never set quotas.
No production targets, no minimum case values, no limits on how long you spend with a patient. And nobody on your clinical team gets paid a bonus for selling a specific procedure.
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A.3 · Clinical authority
Clinical judgment is reserved exclusively to the Doctor. The Manager shall not modify, override, or condition any diagnosis, treatment plan, or determination of clinical necessity, and shall not require the ordering or omission of any diagnostic test.
The Manager provides no clinical services and does not engage in the practice of dentistry.
We can never overrule a treatment plan.
We never change a diagnosis, never require a test, never tell you to stop doing one. We are not dentists and the agreement says so.
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A.4 · Referrals, laboratories and suppliers
The Manager shall not direct, restrict, or condition the Doctor's referral of any patient, nor require the use of any specified laboratory, supplier, or manufacturer.
Where the Manager makes group purchasing available, participation is at the Doctor's election and declining it carries no fee, penalty, or change in service level.
We can never choose your lab, your supplier, or your referrals.
You send patients where you think they should go and you buy from whoever you trust. If our purchasing program saves you money, use it. If it does not, ignore it and nothing changes.
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A.5 · Practice identity
The Practice shall continue to operate under its own name. The Manager shall not require rebranding, renaming, or the adoption of any Manager trade name, and shall not condition any service upon the Doctor doing so.
Every advertisement published on behalf of the Practice shall clearly and conspicuously identify the licensed owner of the Practice.
We can never take your name off the door.
Your practice keeps its name, its sign, and its place in the town you built it in. And any ad we run for you names you as the owner, because a patient is entitled to know whose practice they are walking into.
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A.6 · Valuation neutrality
No prior or existing services relationship between the Manager and the Practice shall reduce, discount, or otherwise affect any consideration subsequently offered by the Manager or its affiliates for any interest in the Practice.
Fees paid to the Manager shall be added back to earnings for the purpose of any valuation performed in connection with such an offer.
We can never use a support relationship to pay you less later.
If you work with us on the business side and decide years afterward to sell, that history does not lower the number. And because our fee reduced your earnings on paper, it gets added back before anyone calculates what the practice is worth.
The obvious conflict
We help practices grow and we also buy practices. You should be suspicious of that.
Here is the honest version. If you hand us your collections, payer mix and aging report so we can help you grow, you have handed a potential buyer the exact file they would need to price your practice and work out the lowest number you would accept.
That is a real conflict and we are not going to pretend it away. So it is written down instead.
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B.1 · Information barrier
Financial, operational, and patient-volume information disclosed by the Practice under a services agreement shall not be disclosed to, or accessed by, any person engaged in the Manager's acquisition activities absent the Doctor's prior written consent, given separately and revocably.
Your numbers do not cross the wall.
What you share to get help running the business does not reach anyone who would ever bid on it, unless you sign a separate piece of paper saying it can. You can take that permission back.
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B.2 · No unsolicited offer
The Manager shall not initiate an offer to acquire any interest in the Practice. Where the Doctor requests an offer, the Manager shall first deliver a valuation prepared by an independent third party selected by the Doctor, and shall not object to the Doctor soliciting competing offers.
We never bring it up. And when you do, you get a valuation we did not write.
If you ask us to make an offer, the first thing you get is an independent number from someone you picked. Then go and get two more offers. We would rather be compared than be the only one in the room.
Questions people actually ask
The ones that come up on every first call.
Is this a DSO?
Structurally, yes. Practice IQ is a management company that provides administrative and business support services to dental practices owned and operated by licensed dentists. Denying that would be a word game. What is different is not the structure, it is the six limits above being published and binding rather than negotiated one practice at a time.
Do I have to sell any part of my practice?
No. The growth model involves no equity at all. It is a services agreement with a term and a stated exit, and term A.6 means using it does not reduce what the practice is worth if you sell to anyone later.
What happens to my team?
On the growth model, nothing: they stay your employees. On a transition, non-clinical staff move with the business assets, and what happens to each person is something you decide before anything is signed, not something you find out afterwards.
Can I get out?
Yes, and the exit is in the agreement rather than in a conversation. Term A.1 also means leaving does not restrict where you can practice afterwards, which is the part that traps people in these arrangements far more often than the term length does.
Will you change the name of my practice?
We cannot. Term A.5 says the practice keeps its own name and that we cannot condition any service on you rebranding. It also requires any advertising we run for you to name you as the licensed owner.
Who owns the practice if I transition?
A licensed dentist. In most states a non-dentist cannot own a dental practice at all, and in California the corporations code caps non-dentist ownership of a dental corporation at 49%. What transitions is the business side, under a written management agreement. Anyone describing it differently is describing something else.
How long does a transition take?
It depends on your state, and several now require advance notice to a regulator before a transaction like this completes. We will tell you the real timeline for your state on the first call rather than promise you a fast close and apologise later.
Change log
Every change to this page, dated.
If we ever weaken one of these, it will be on this list with the date we did it.
| Version | Date | What changed |
|---|---|---|
| v1.0 | 1 August 2026 | First published. Six practice protections and two conflict provisions. |
Send these to your attorney before you send them back to us.
That is what they are for. Then book twenty minutes and tell us what you thought.