Common use of Practice Sites Clause in Contracts

Practice Sites. i. Manager, in consultation with Corporation, shall be responsible at Manager’s sole cost and expense, for leasing one or more locations to be used as practice sites (each, a “Practice Site” and collectively, the “Practice Sites”). As of the date hereof, the parties acknowledge three locations in the State of California: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Hills; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇; and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ as Practice Sites. Manager shall have the exclusive right to manage the Practice at any other location at which Corporation operates and such location shall be a Practice Site for purposes of this Agreement. ii. Manager, in consultation with Corporation, shall be responsible at Manager’s sole cost and expense, for identifying and developing new and replacement locations to be used as Practice Sites. Manager shall perform analysis of market demographics, competition, cost and other factors it deems appropriate under the circumstances. Manager shall be responsible for the negotiation of leases, completion of tenant improvements and other pre-opening preparations. iii. Manager shall also arrange for, at its sole cost and expense, utilities, maintenance and repair costs associated with the Practice Sites. Manager shall maintain the Practice Sites in good repair and shall insure that all utility and maintenance services are delivered to the sites. If Corporation is the lessee of any of the Practice Sites, Manager shall have the right, but not the obligation, during the term of this Agreement, to use the space at the Practice Sites to provide the management services contemplated under this Agreement. Manager acknowledges that this Agreement gives it a conditional right to use the space leased by Corporation for the delivery of management services, only during the term of this Agreement. Manager acknowledges that no leasehold interest is created or conveyed by this agreement, and that no landlord-tenant relationship is created by this Agreement or otherwise exists between Manager and Corporation. The parties acknowledge that Manager’s agreement to reimburse Corporation for the costs of the Practice Sites leased by Corporation was a result of their negotiation of economic terms and not intended to establish a leasehold relationship. iv. Notwithstanding anything herein to the contrary, to the extent that the Practice Sites are used by a person other than Corporation (including any affiliate of Corporation), such other person shall be responsible (i.e., shall reimburse Manager) for a pro rata portion of the rent, utilities, maintenance and repair costs associated with the Practice Sites. Notwithstanding the foregoing, no person other than Corporation shall use a Practice Site without the prior written consent of Manager.

Practice Sites. i. Manager, in consultation with Corporation, shall be responsible at Manager’s sole cost and expense, for leasing one or more locations to be used by the Corporation as practice sites (each, a “Practice Site” and collectively, the “Practice Sites”). Such sites shall then be sublet to Corporation as required by law and as permitted by the primary lease between the property landlord and the Manager, all pursuant to sublease agreements to be entered into between Corporation and Manager on terms that they shall mutually agree upon. As of the date hereof, the parties acknowledge three four locations in the State of California: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Hills▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, 1441 ▇▇▇▇▇ ▇▇▇, . ▇▇▇▇▇▇; ▇▇▇ Blvd., Suite A, Santa ▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ as Practice Sites. Manager shall have the exclusive right to manage the Practice at any other location at which Corporation operates and such location shall be a Practice Site for purposes of this Agreement. Manager agrees that it will not manage sites for other physician practices in the Los Angeles SMSA for operations of a Practice (each a “New Site”) without first giving Corporation the right of first refusal to operate a Practice Site at such location. Corporation shall have thirty (30) days to commit to operating such New Site proposed by Manager or shall irrevocably relinquish the right to such New Site and Manager shall be free to contract with any other physician to operate a Practice at the New Site. ii. Manager, in consultation with Corporation, shall be responsible at Manager’s sole cost and expense, for identifying and developing new and replacement locations to be used as Practice Sites. Manager shall perform analysis of market demographics, competition, cost and other factors it deems appropriate under the circumstances. Manager shall be responsible for the negotiation of leases, completion of tenant improvements and other pre-opening preparations. iii. Manager shall also arrange for, at its sole cost and expense, utilities, maintenance and repair costs associated with the Practice Sites. Manager shall maintain the Practice Sites in good repair and shall insure that all utility and maintenance services are delivered to the sites. If Corporation is the lessee of any of the Practice Sites, Manager shall have the right, but not the obligation, during the term of this Agreement, to use the space at the Practice Sites to provide the management services contemplated under this Agreement. Manager acknowledges that this Agreement gives it a conditional right to use the space leased by Corporation for the delivery of management services, only during the term of this Agreement. Manager acknowledges that no leasehold interest is created or conveyed by this agreement, and that no landlord-tenant relationship is created by this Agreement or otherwise exists between Manager and Corporation. The parties acknowledge that Manager’s agreement to reimburse Corporation for the costs of the Practice Sites leased by Corporation was a result of their negotiation of economic terms and not intended to establish a leasehold relationship. iv. Notwithstanding anything herein to the contrary, to the extent that the Practice Sites are used by a person other than Corporation (including any affiliate of Corporation), such other person shall be responsible (i.e., shall reimburse Manager) for a pro rata portion of the rent, utilities, maintenance and repair costs associated with the Practice Sites. Notwithstanding the foregoing, no No entity or person other than Corporation shall use a Practice Site without the prior written consent of Manager. Corporation shall not use a Practice Site for any activity other than to remove tattoos, reduce hair, and provide other laser or IPL services to the general public, except that the Corporation may use the ▇▇▇▇▇▇▇ Hills Practice Sites on Mondays (so long as that site is not being used for the provision of laser tattoo or hair removal on that day of the week) for the provision of medical services other than the removal of tattoos, reduction of hair or other laser or IPL services to the general public, which use shall be at the sole cost and expense of the Corporation, including all personnel to assist in the provision of such services. v. Manager shall give Corporation at least forty-five (45) days prior notice should Manager determine it desires to close any Practice Site for any reason. Should Corporation elect, it may keep the Practice Site open so long as it takes over all obligations on the lease for the space and gets the landlord of the space to fully and completely release Manager from any obligation it might have related to the Practice Site.