Awaiting your signatureAwaiting your signatureSGA Dental Partners Opco, LLC and Site Grove LLC
Effective September 1, 2026 · Governing law: State of Georgia
A.Prior to September 2026, Don performed development work for SGA, compensated by SGA, that produced early versions of a multi-site website platform (see Section 9).
B.Effective September 2026, Don transitioned to an independent contractor engagement through Contractor to continue developing and operating that platform for SGA’s affiliated dental practices.
C.The Parties enter this Agreement to define the scope, compensation, ownership, licensing, and operational-continuity terms of that engagement, in two phases.
1.1“Platform” means the multi-tenant website-building system Contractor develops and maintains, built on the Sanity headless CMS and related tooling, including the Bulk-Push capability and the Central Performance Dashboard, together with its source code, configuration, and documentation.
1.2“Site” means an individual dental-practice website instance produced on the Platform for an Affiliated Practice, including its content, configuration, and domain.
1.3“Affiliated Practice” means a dental practice supported by SGA; each operates under its own brand.
1.4“Central Performance Dashboard” or “Dashboard” means a unified monitoring front-end that displays, across all Sites: live/published status, uptime and health, error logging, form-submission activity, traffic, and alerts, fed by StatusCake and any other monitoring sources. The Dashboard is an inherent, built-in component of the Platform and is not separately compensated.
1.5“Bulk-Push” means the Platform capability by which a single content or template change cascades across multiple Sites.
1.6“Deliverables” means the Platform, the Dashboard, the Sites, and all related source code, configurations, documentation, and materials produced under this Agreement.
1.7“Completion Checklist” means the written quality-and-completion criteria attached as Exhibit A, used to determine when a Site or the Dashboard is complete and Accepted.
1.8“Acceptance” / “Accepted” means SGA’s written sign-off that a Deliverable meets the Completion Checklist, per Section 6.
1.9“SGA Materials” means SGA’s and the Affiliated Practices’ brands, logos, content, copy, images, patient and form data, practice information, marketing/SEO strategy, and any other materials or data SGA or an Affiliated Practice provides or that are generated through operation of the Sites.
1.10“Third-Party Services” means external services the Platform depends on, including Sanity, StatusCake, hosting, DNS, and code-generation tooling.
1.11“PHI” means Protected Health Information as defined under HIPAA.
1.12“Confidential Information” has the meaning in Section 13. PHI is governed by Section 12, not Section 13.
2.1Phase 1 (Pilot). From the Effective Date through October 31, 2026, Contractor will (a) finish and harden the Platform, (b) deliver the Central Performance Dashboard as a live, working monitoring front-end, and (c) build and obtain Acceptance of five (5) Sites.
2.2Phase 2 (Portfolio, Optional). Phase 2 is the potential rollout of the Platform across SGA’s broader portfolio of Affiliated Practices (up to approximately 260 Sites). Phase 2 is an express decision point. SGA has no obligation to proceed to Phase 2, and Contractor has no entitlement to any minimum number of Sites. If the Parties proceed, Phase 2 is governed by this Agreement plus a mutually signed Phase 2 addendum (Exhibit E), with Sites compensated per Section 7.2.
3.1In scope. (a) Development, hardening, and maintenance of the Platform, including the Bulk-Push capability and the Central Performance Dashboard; (b) production of Sites; (c) during Phase 1, Contractor handles all Affiliated-Practice feedback and edit requests directly.
3.2Post-Acceptance edits. Once a Site is Accepted, subsequent change requests route through SGA’s internal process, not to Contractor, unless the Parties agree otherwise in writing.
3.3Out of scope / separate. Reimbursable expenses (handled separately, outside this Agreement), MSP transition, and SEM/AEO strategy are not covered here and are reserved to Exhibit E or separate agreements.
4.1SGA will provide, on a timely basis: (a) Platform access for designated SGA personnel (including Wyatt [title] for review and stress-testing); (b) Affiliated-Practice information, brand assets, and content needed for each Site; (c) a designated approver and a target sign-off turnaround of five (5) business days per submitted Deliverable; and (d) access to any SGA-owned Third-Party Service accounts.
5.1Contractor submits each Site and the Dashboard for Acceptance against the Completion Checklist (Exhibit A).
5.2SGA will, within the sign-off window, either Accept or provide a written, itemized rejection identifying the failed criteria. Contractor will cure and re-submit within ten (10) days. Acceptance triggers the corresponding payment under Sections 6 and 7.
5.3A Deliverable is not complete for payment purposes until Accepted.
6.1For Phase 1 (the pilot period, September 1 through October 31, 2026), SGA will pay Contractor a flat fee of $7,000, which is full compensation for all Phase 1 Services, including Platform hardening, the Central Performance Dashboard, and the pilot Sites. Contractor will invoice the flat fee upon completion of the pilot period; SGA will pay within fifteen (15) days.
6.2Phase 1 target. The Parties’ target for the pilot period is five (5) Accepted Sites plus a live, Accepted Central Performance Dashboard on or before October 31, 2026.
6.3If the target is not met. The flat fee is not contingent; however, if the Phase 1 target is not met, SGA may decline to proceed to Phase 2 and/or terminate under Section 16, and no further fees are owed.
6.4No separate charge applies to the Platform, the Dashboard, or Bulk-Push.
7.1If the Parties proceed to Phase 2, Sites transition from the Phase 1 flat fee to per-Site pricing.
7.2Per-Site fee. SGA will pay $1,000 per Site upon Acceptance of that Site. Build pace is at Contractor’s discretion. Volume, batching, and payment cadence are set in Exhibit E.
7.3No fee applies to the Platform, Dashboard, or Bulk-Push in Phase 2; those are inherent to the per-Site price.
8.1Reimbursable expenses are handled outside this Agreement and require SGA’s prior written approval.
9.1Acknowledgment. The Parties acknowledge that prior to September 2026, Don created early versions and components of the Platform while compensated by SGA (the “Pre-September Work”).
9.2Reconciliation. As an integral, bargained-for part of this Agreement, and in consideration of the license granted to SGA in Section 10 and SGA’s ownership of the Sites and SGA Materials, SGA assigns to Contractor any ownership rights SGA may hold in the Pre-September Work, such that the Pre-September Work is incorporated into and owned as part of the Platform under Section 10, provided that SGA’s perpetual license (Section 10.2), ownership of Sites and SGA Materials (Section 10.3), and operational-continuity rights (Section 11) fully attach to the Platform inclusive of the Pre-September Work.
9.3No double payment. The Parties confirm that the Phase 1 flat fee compensates only Phase 1 Services and does not re-compensate Contractor for the Pre-September Work, which SGA already funded.
10.1Platform ownership. As between the Parties, Contractor owns the Platform, including all source code, structure, and the Dashboard and Bulk-Push components, subject to Section 9 and the license below.
10.2License to SGA. Contractor grants SGA a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to access, use, operate, host, modify, create derivative works of, and maintain the Platform for SGA’s and the Affiliated Practices’ business, including the right to engage third-party developers or an MSP to do so. This license survives expiration or termination of this Agreement for any reason.
10.3SGA ownership of Sites and Materials. SGA (or the applicable Affiliated Practice) owns, outright: (a) each Site’s content, configuration, and design as deployed; (b) all Site domains; and (c) all SGA Materials and all patient/form data collected through the Sites. Contractor assigns all such rights to SGA and will execute documents reasonably needed to perfect that ownership.
10.4Contractor reuse (fenced). Contractor may license and use the Platform for other organizations, including other Thurston Group companies. Contractor may not use, disclose, or reuse any SGA Materials, Site-specific designs or content, or SGA/patient data for any other client or purpose.
11.1Living access. Throughout the term, Contractor will maintain SGA’s administrative access to, or ability to obtain on demand, all materials necessary to operate and continue developing the Platform and Sites without Contractor, including: the source-code repositories, the Sanity project/organization, the StatusCake and Dashboard configuration, DNS, hosting, environment variables, and API keys, plus current documentation and a runbook.
11.2Handoff on exit. Upon expiration or termination for any reason, or upon SGA’s request, Contractor will promptly deliver or transfer all items in Section 11.1 to SGA and provide reasonable transition assistance and knowledge transfer for thirty (30) days.
11.3Access method. Contractor will maintain live shared administrative access for SGA.
11.4This Section 11 is the operational counterpart to the Section 10.2 license and is a material term; it survives termination.
12.1PHI screen. If any Site collects, receives, or stores patient information (for example, appointment-request or contact forms), the Parties will treat that data as potentially PHI. No PHI or patient data will flow to or through Contractor or the Platform until a Business Associate Agreement (BAA) is executed and appropriate safeguards are in place, consistent with SGA’s HIPAA obligations and its PHI-minimization posture.
12.2Security. Contractor will implement commercially reasonable security for the Platform, Sites, and any Site data, including access controls and encryption of data in transit and, where applicable, at rest, and will not store patient/form data in cleartext where avoidable.
12.3Breach notice. Contractor will notify SGA of any actual or suspected security incident affecting SGA Materials or Site data within seventy-two (72) hours and cooperate in response.
13.1Each Party will protect the other’s Confidential Information, use it only for this Agreement, and not disclose it except to personnel with a need to know. Standard exclusions apply (public, independently developed, rightfully received, or compelled by law with notice).
13.2SGA Materials are SGA’s Confidential Information; Section 10.4 additionally bars any reuse of SGA Materials or Site/patient data for other clients. Obligations survive termination, perpetually for trade secrets and three (3) years otherwise.
14.1Contractor is an independent contractor, not an employee, partner, or agent of SGA. Contractor controls the means and methods of its work, supplies its own tools, and is responsible for its own taxes; SGA will issue a Form 1099 as applicable. Contractor is not eligible for SGA employee benefits and has no authority to bind SGA.
15.1Each Party has authority to enter this Agreement.
15.2Contractor warrants that: (a) Services are performed in a professional, workmanlike manner consistent with industry standards; (b) the Deliverables do not infringe third-party intellectual-property rights, and Contractor has the right to grant the Section 10.2 license (including as to any AI-generated code and open-source components, which Contractor will use in compliance with their licenses); (c) the Sites will be built to reasonable web-accessibility standards and will comply with applicable dental-advertising rules given SGA’s inputs; and (d) the Platform contains no malicious code.
16.1Term. This Agreement begins on the Effective Date and continues until terminated.
16.2Termination for convenience. SGA may terminate on thirty (30) days’ written notice. Contractor may terminate on sixty (60) days’ written notice.
16.3Termination for cause. Either Party may terminate for the other’s material breach not cured within fifteen (15) days of written notice.
16.4Phase 1 off-ramp. If the Phase 1 target is not met by October 31, 2026, SGA may terminate without further obligation beyond amounts due for Accepted Deliverables.
16.5Effect of termination. On termination for any reason: the Section 10.2 license and Section 10.3 SGA ownership survive; Contractor performs the Section 11.2 handoff and transition assistance; SGA pays for Deliverables Accepted through the termination date.
17.1During the term and for twelve (12) months after, neither Party will solicit the other’s employees (where lawful). Nothing restricts Contractor’s right to license and use the Platform generally (Section 10.4); the restriction is limited to SGA Materials, Site-specific designs/content, and SGA/patient data.
18.1Contractor will indemnify and defend SGA against third-party claims arising from (a) infringement by the Deliverables, (b) Contractor’s breach of confidentiality or of Section 12 (data/security), or (c) Contractor’s violation of law.
19.1Except for the Excluded Matters, each Party’s aggregate liability is capped at the greater of the amounts paid under this Agreement in the prior twelve (12) months or $25,000, and neither Party is liable for indirect or consequential damages.
19.2Excluded Matters (not subject to the cap): breach of confidentiality; Section 12 data-security/privacy obligations; indemnification obligations; IP infringement; and gross negligence or willful misconduct.
20.1Governing law. Georgia, without regard to conflict-of-laws rules.
20.2Dispute resolution. The Parties will first attempt good-faith resolution, then non-binding mediation, before litigation in the state or federal courts located in Chatham County, Georgia (or the U.S. District Court for the Southern District of Georgia).
20.3Assignment. SGA may assign to an affiliate or in connection with a change of control (including to Affiliated Practices). Contractor may not assign or subcontract material obligations without SGA’s prior written consent; Contractor remains responsible for its subcontractors and flows down Sections 12 and 13.
20.4Notices. In writing, effective on delivery; notices to Contractor may be sent to dclark@sitegrove.co.
20.5Entire agreement; amendment; waiver; severability; counterparts. This Agreement and its Exhibits are the entire agreement and supersede prior understandings. Amendments must be written and signed. No waiver is implied. If a provision is unenforceable, the rest remains in effect. Signable in counterparts, including electronically.
20.6Survival. Sections 9 through 13, 15, 16.5, 17 through 19, and 20 survive termination.
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