What is required of parties to the Healthsource Chiropractic agreement to carry out the intent of the agreement?

• 17.17 Timing Is Important. Time is of the essence of this Agreement. ("Time is of the essence" is a legal term that emphasizes the strictness of time limits. In this case, it means it will be a material breach of this Agreement to fail to perform any obligation within the time required or permitted by this Agreement.)
• c. All advertising you employ must be completely factual, in good taste (in our judgment), and conform to the highest standards of ethical advertising and all legal requirements. You agree that in all dealings with us, your customers, your suppliers, and public officials, you will adhere to the highest standards of honesty, integrity, fair dealing and ethical conduct. You further agree to refrain from any business or advertising practice that may be harmful to the business of HealthSource Chiropractic, the Franchise, and/or the goodwill associated with the Marks and other HealthSource Chiropractic franchises.
• c. Your full implementation of our computer system and software requirements, including our designated billing system, is a crucial part of your Clinic's start-up and operation, and you and we agree that the Computer System requirements are a top priority. Accordingly, if you do not fully implement our designated Computer System, including required software (called "going live") within acceptable timeframes, you will be required to pay additional fees to us, as follows:
  • o If you have not "gone live" within two (2) months after the conclusion of your initial training program, you will be required to pay a fee of $500.00 per month for each month thereafter, due and payable on the first (1st) day of each calendar month in such period with no pro-rations for partial months; and
  • o If you have not "gone live" within six (6) months, the fee will be increased to $1,000.00 per month commencing within the sixth (6th) month after the conclusion of the initial training program.
• HealthSource Chiropractic also requires you to maintain a dedicated high-speed internet service or connection or other communication means for remote access and information retrieval by us, as we may specify from time to time in the Operations Manual or otherwise in writing.
• 16.3 De-Identification. If you retain possession of the Premises, you agree to completely remove or modify, at your sole expense, any part of the interior and exterior decor that we deem necessary to disassociate the Premises with the image of a HealthSource Chiropractic franchise, including any signage, posters, furniture, equipment, products, or display units bearing the Marks. If you do not take the actions we request within 10 days after notice from us, we have the right to enter the Premises and make the required changes at your expense, and you agree to reimburse us for those expenses on demand. You irrevocably appoint HealthSource Chiropractic your attorney-in-fact to take the actions described in this paragraph if you do not do so yourself within 10 days after termination of this Agreement.
• e. Without limiting any other provisions in this Agreement, you acknowledge and agree that you have sole responsibility for operating your Franchise in compliance with all applicable laws, rules, and regulations relating to the practice of chiropractic medicine and physical therapy, including without limitation: licensure, marketing and advertising, use of medical equipment and devices, the sale or recommendation of dietary supplements, fee splitting prohibitions or restrictions, anti-kickback prohibitions and other laws or regulations governing the relationships between health care service providers and suppliers with physicians and clinicians, restrictions on self-referrals, medical benefit payment systems, including self-pay, private, and government insurance requirements and regulations, advertisement of chiropractic and related medical services, and patient privacy (the "Professional Laws").

Source: Item 23 — Receipts (FDD pages 77–282)