The contract is between a dental practice and a dentist. The dentist is agreeing to provide dental services as an independent contractor. The term of the agreement is two years, but the practice has the option to terminate the contract at any time "for any reason and without liability" by providing two weeks notice. Contract contains no other mention of procedures for termination. There are two stray references to "if terminated by you or us" in the non-compete/solicit covenants. Other than injunction/damages resulting from breach of non-compete/solicit, there are no provisions re damages in the contract. Contract entered into by both parties in Chicago and governed by Illinois law. My concern is what if the dentist quits (with a few weeks notice)...can the practice sue for damages?
Without researching this question, my best opinion (without reviewing the entire contract and any emails or notes pertaining to the relationship) is that the Independent Contractor can terminate by giving notice (probably two weeks notice would be the safest)---because the contract does not forbid the Independent Contractor from terminating the contract before the two year term is up. The safest policy is to hire an attorney who is knowledgeable about contract law and ask that attorney to carefully review all relevant documents.
Since courts interpret contracts against the drafter, and assuming the dental practice prepared the contract, my guess is that a court would find the contract ambiguous (given the stray reference to termination by the dentist) and allow the dentist to terminate on the same terms as you. Of course, not having reviewed the contract, this is my best guess based on the information you have provided.
Assuming you could get damages for the breach, the typical damages for a breach of contract could be any business you lost as a result of his termination, and the cost of hiring a new contractor. You have a duty to mitigate damages by retaining a new contractor.
On a separate note, given the fact that there is a non-compete, and assuming the dentist works on your premises, you must be careful in treating these people as independent contractor as they may in reality be employees (the fact that the contract calls them independent contractors carries very little weight) and entitled to the protections of employees, such as withholding of taxes, etc.
i suggest you speak to an experienced employment attorney to review this situation. Many of us will priovide a free initial consultation.
This answer is provided for informational purposes only and should not be relied on as legal advice. You should be aware that no attorney-client relationship is established through this answer and none will be established without a personal consultation and the signing of an engagement agreement.
A lawyer must review the entire contract, any related documents, and the surrounding circumstances.
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