EXHIBIT 10.37
[LOGO] MARKETING AND RESELLER AGREEMENT
THIS MARKETING AND RESELLER AGREEMENT ("Agreement") dated as of November 2,
1999, entered into by and between Columbia Information Systems, Inc.
("Columbia"), a Tennessee corporation with a notice address of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and HealthGate Data Corp. ("HealthGate"), a Delaware
corporation with a notice address of ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, HealthGate and Columbia wish to enter into an agreement providing
HealthGate with certain rights and Columbia with certain services and marketing
and sales rights;
NOW, THEREFORE, in consideration of HealthGate's agreement to issue to Columbia
a warrant to purchase shares of common stock of HealthGate (the "Warrant"), the
form of which is attached to this Agreement, the parties hereto agree as
follows:
1. DEFINITIONS. The following terms shall have the following meanings:
1.1. "Affiliated Providers" shall mean C/HCA Providers, Triad Providers, and
Lifepoint Providers.
1.2. "Authorized Users" shall mean (i) Licensee, (ii) Affiliated Providers and
HPG Members to which Licensee provides the HealthGate Products under this
Agreement, (iii) persons who access portions of the HealthGate Products
that may require user registration and authentication in compliance with
HealthGate's software licenses, and (iv) persons who access portions of
the HealthGate Products that may not require user registration and
passwords.
1.3. "C/HCA Providers" shall mean those healthcare providers owned, controlled,
or operated by any entity owned or controlled by Columbia/HCA Healthcare
Corporation.
1.4. "Columbia Trademarks" shall mean Columbia's name, logos, trademarks,
servicemarks, and trade dress created or used by Columbia.
1.5. "Confidential Information" shall mean any and all information of either
party and its affiliates that is generally not known by others with whom
they compete or do business, or with whom they plan to compete or do
business and any and all information which, if disclosed by either party
or its affiliates would assist in competition against them. Confidential
Information includes without limitation such information relating to (i)
the development, research, testing, manufacturing, production,
distribution, advertising, marketing, and financial activities of either
party and its affiliates and (ii) the costs, sources of supply, financial
performance and strategic plans of either party and its affiliates.
Confidential Information also includes comparable information that either
party or any of its affiliates have received belonging to others or which
was received by either party or any of its affiliates with any
understanding that it would not be disclosed.
1.6. "Expiration Date" shall mean November 1, 2002.
1.7. "HealthGate Products" shall mean the Portal, the CHOICE Web Sites, and any
customized CHOICE Web Site provided under the Web Site Agreement for an
Affiliated Provider or HPG Member as described in SCHEDULES A, B, AND C
attached to the Web Site Agreement.
1.8. "HealthGate Trademarks" shall mean HealthGate's name, logos, trademarks,
servicemarks, and trade dress created or used by HealthGate.
1.9. "HPG Members" shall mean those healthcare providers that are members of
HealthTrust Purchasing Group, LP.
1.10. "Information" shall mean that content and services provided by or through
HealthGate under this Agreement
1.11. "Information Partners" shall mean those entities that have licensed
HealthGate certain information or content included in the Information.
1.12. "Provider Content" shall mean content developed, owned, or licensed by an
Affiliated Provider or HPG Member and provided by the applicable
Affiliated Provider or HPG Member to HealthGate.
1.13. "LifePoint Providers" shall mean those healthcare providers owned,
controlled, or operated by any entity owned or controlled by Lifepoint
Hospitals, Inc.
1.14. "Net Advertising Revenues" shall mean all advertising and sponsorship
monies received for advertising or sponsorship placements on the
HealthGate Products less the cost of preparing such displays or
placements, agency discounts, frequency discounts, sales commissions, any
other third party obligations or revenue sharing commitments, and any
sales or use taxes, if applicable, related to such advertising and
sponsorship placements.
1.15. "Net E-Commerce Revenues" shall mean the revenue for all products sold
through a customized CHOICE Web Site provided under this Agreement to
facilities other than Affiliated Providers or HPG Members less the cost of
such product, including the manufacturing, shipping, and storage of such
product, agency discounts, frequency discounts, sales commissions, any
other third party obligations or revenue sharing commitments, and any
sales or use taxes, if applicable, related to such product revenue.
1.16. "Portal" shall mean a health portal site designed, developed, and
maintained for Columbia in accordance with the Web Site Agreement.
1.17. "Triad Providers" shall mean those healthcare providers owned, controlled,
or operated by any entity owned or controlled by Triad Hospitals, Inc.
1.18. "Web Site Agreement" shall mean the Co-Branded CHOICE Web Site Agreement
dated November 2, 1999 between Columbia and HealthGate.
2. DEVELOPMENT OF HEALTHGATE PRODUCTS; MARKETING AND RESELLING; TERM
2.1 HealthGate shall have the right to make a first offer to provide services
for adding additional content to the Portal, or to any website owned or
operated by Columbia or C/HCA Providers. Columbia and C/HCA Providers
shall have the right to obtain content for their websites internally or
from other third parties, in their sole discretion, subject to the
requirements of this Section 2.1. All revenues generated from portions of
their websites containing self-generated or third party-generated content
shall belong to Columbia and/or the applicable C/HCA Provider.
2.2 Columbia shall endorse HealthGate as the preferred provider of patient and
consumer oriented health content for Affiliated Providers' websites.
HealthGate shall be allowed to use this endorsement in their advertising
and other promotional materials, subject to Columbia's reasonable
approval.
2.3 Columbia shall have the right, with the prior approval of HealthGate, to
provide and/or resell any HealthGate Products and services provided under
the Web Site Agreement to facilities other than Affiliated Providers.
Columbia shall not have the right to provide and/or resell any HealthGate
Products to any provider which already has an agreement with HealthGate
for any HealthGate products or services, or has an agreement with a
reseller of HealthGate for any HealthGate products or services.
2.4 During the term of this Agreement, Columbia shall receive, as a commission
for each HealthGate product or services it sells to facilities other than
Affiliated Providers, 30% of the then current published list price of the
product sold and 10% of the Net Advertising Revenue and Net E-Commerce
Revenue for non-pharmaceutical e-commerce of non-Medicare reimbursed
products and services. Commissions shall be paid quarterly, within 45 days
after the close of the quarter regardless if HealthGate collects payment
from advertisers or sponsors.
2.5 HealthGate shall have the exclusive rights to host Provider Content on the
Internet through its activePress Light web publishing services during the
term of this Agreement.
2.6 Columbia and HealthGate agree to meet periodically to discuss new business
opportunities. Such
opportunities shall include, but shall not be limited to, web site
hosting, personal health records, web site creation utility, job postings,
WebBabies, senior health, and HIS interfaces.
3. STOCKHOLDERS AGREEMENT
3.1 HealthGate and the other parties to the Amended and Restated Stockholders
Agreement dated April 7, 1999 shall have executed and delivered an
amendment to the Stockholders Agreement adding Columbia to such agreement.
4. COLUMBIA'S INVESTMENT AND OTHER REPRESENTATIONS. Columbia hereby
represents and warrant as follows:
4.1 Columbia is acquiring the Warrant and will acquire the common stock
received upon exercise for its own account for investment and not with a
view to, or for sale in connection with, any public distribution thereof,
nor with any present intention of distributing or selling the same to the
public. Columbia is aware of the restrictions and limitations affecting
its right and ability to sell or transfer such securities; provided that
nothing contained herein will prevent Columbia and subsequent holders of
restricted securities from transferring such securities.
4.2 Columbia has full power and authority to enter into and to perform this
Agreement in accordance with its terms. Columbia has not been organized,
reorganized or recapitalized specifically for the purpose of investing in
HealthGate.
4.3 Columbia is an accredited investor within the definitions set forth in
Securities Act Rule 501(a).
4.4 The Warrant Certificate will be imprinted with a legend in substantially
the following form:
"THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON
STOCK ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") AND
MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED
WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (1) THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (II) THE SALE OF SUCH
SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE
144."
4.5 Columbia is a corporation duly organized, validly existing and in good
standing under the laws of Tennessee. Columbia has all requisite corporate
power and authority to carry out the transactions contemplated by this
Agreement.
4.6 The execution, delivery and performance of this Agreement and all other
agreements and the transactions contemplated hereby have been duly
authorized by Columbia. This Agreement and all other agreements
contemplated hereby each constitutes a valid and binding obligation of
Columbia, enforceable in accordance with its terms; except as enforcement
thereof may be limited by any applicable bankruptcy, reorganization,
insolvency, moratorium, or similar laws affecting rights of creditors
generally. The execution and delivery by Columbia of this Agreement and
all other agreements contemplated hereby and thereby and the fulfillment
of and compliance with the respective terms hereof and thereof by
Columbia, do not and will not (i) conflict with or result in a breach of
the terms, conditions or provisions of, (ii) result in a violation of, or
(iii) require any authorization, consent, approval, exemption or other
action by or notice to any court or administrative or governmental body
pursuant to, the charter or bylaws of Columbia, or any law, statute, rule
or regulation to which Columbia is subject, or any agreement, instrument,
order, judgment or decree to which Columbia is subject.
4.7 No permit, consent, approval or authorization of, or declaration to or
filing with, any government authority is required in connection with the
execution, delivery and performance by Columbia of this
Agreement or the other agreements contemplated thereby, or the
consummation by Columbia of any other transactions contemplated hereby or
thereby.
5. HEALTHGATE'S REPRESENTATIONS. HealthGate hereby represents and warrant as
follows:
5.1 HealthGate is a corporation duly organized, validly existing and in good
standing under the laws of Delaware. HealthGate has all requisite
corporate power and authority to carry out the transactions contemplated
by this Agreement.
5.2 The execution, delivery and performance of this Agreement and all other
agreements and the transactions contemplated hereby have been duly
authorized by HealthGate. This Agreement and all other agreements
contemplated hereby each constitutes a valid and binding obligation of
HealthGate, enforceable in accordance with its terms; except as
enforcement thereof may be limited by any applicable bankruptcy,
reorganization, insolvency, moratorium, or similar laws affecting rights
of creditors generally. The execution and delivery by HealthGate of this
Agreement and all other agreements contemplated hereby and thereby and the
fulfillment of and compliance with the respective terms hereof and thereof
by HealthGate, do not and will not (i) conflict with or result in a breach
of the terms, conditions or provisions of, (ii) result in a violation of,
or (iii) require any authorization, consent, approval, exemption or other
action by or notice to any court or administrative or governmental body
pursuant to, the charter or bylaws of HealthGate, or any law, statute,
rule or regulation to which HealthGate is subject, or any agreement,
instrument, order, judgment or decree to which HealthGate is subject.
5.3 No permit, consent, approval or authorization of, or declaration to or
filing with, any government authority is required in connection with the
execution, delivery and performance by HealthGate of this Agreement or the
other agreements contemplated thereby, or the consummation by HealthGate
of any other transactions contemplated hereby or thereby.
6.0 DISCLAIMER OF WARRANTIES, LIMITATION TO WARRANTIES AND LIABILITIES.
THE WARRANTIES EXPRESSED IN SECTION 5 ABOVE REPRESENT THE ENTIRE WARRANTY
OF HEALTHGATE WITH RESPECT TO THIS AGREEMENT, AND ARE IN LIEU OF ANY AND
ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS
FOR A PARTICULAR PURPOSE, ALL OF WHICH HEALTHGATE DISCLAIMS. DUE TO THE
NUMBER OF SOURCES FROM WHICH INFORMATION ON THE HEALTHGATE PRODUCTS IS OR
WILL BE OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION,
THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES IN SUCH INFORMATION AND THE
HEALTHGATE PRODUCTS. THE HEALTHGATE PRODUCTS COULD INCLUDE TECHNICAL OR
OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS. PERIODICALLY, CHANGES MAY BE
MADE IN THE INFORMATION PROVIDED IN THE HEALTHGATE PRODUCTS. HEALTHGATE
AND ITS AFFILIATES, AGENTS AND ITS INFORMATION PARTNERS CANNOT AND DO NOT
WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AND CONTENT AVAILABLE
THROUGH THE HEALTHGATE PRODUCTS, OR THE HEALTHGATE PRODUCTS THEMSELVES, OR
ANY OTHER INFORMATION WHICH IS REFERENCED BY OR LINKED TO THE HEALTHGATE
PRODUCTS. THE PRESENCE IN OR ABSENCE FROM THE INFORMATION, RELATED
MATERIALS, DATA, EVENTS, RESEARCH OR DEVELOPMENTS DOES NOT IMPLY THE
SPECIFIC EXISTENCE OR THE NON-EXISTENCE THEREOF, NOR DOES HEALTHGATE CLAIM
COMPREHENSIVENESS OR THE ABSENCE OF ERRORS. HEALTHGATE ASSUMES NO
RESPONSIBILITY FOR THE USE OF THE HEALTHGATE PRODUCTS BY THE COLUMBIA OR
AUTHORIZED USERS. HEALTHGATE AND ITS INFORMATION PARTNERS SHALL NOT BE
LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR INCIDENTAL, CONSEQUENTIAL, OR
EXEMPLARY DAMAGES AS A RESULT OF USE OF THE HEALTHGATE PRODUCTS OR THE
INFORMATION, EVEN IF EXPRESSLY MADE AWARE OF THE POSSIBILITY THEREOF. IN
NO EVENT MAY ANY ACTION BE BROUGHT AGAINST HEALTHGATE, OR AN INFORMATION
PARTNER ARISING OUT OF THIS AGREEMENT MORE THAN ONE YEAR AFTER THE CLAIM
OR CAUSE OF ACTION ARISES, DETERMINED WITHOUT
REGARD TO WHEN THE COLUMBIA OR AUTHORIZED USER SHALL HAVE LEARNED OF THE
ALLEGED DEFECT, INJURY, OR LOSS. IN NO EVENT SHALL HEALTHGATE'S LIABILITY
UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF LICENSE FEES PAID BY
COLUMBIA PURSUANT TO THIS AGREEMENT (WHETHER SUCH LIABILITY ARISES FROM
BREACH OF WARRANTY, BREACH OF THIS CONTRACT OR OTHERWISE, AND WHETHER IN
CONTRACT OR IN TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY). THE
PROVISIONS OF THIS SECTION 6 SHALL SURVIVE ANY TERMINATION OF THIS
AGREEMENT.
7.0 EFFECTIVENESS OF AGREEMENT
7.1 This Agreement shall become effective when HealthGate shall have received
the necessary approvals from its stockholders for the issuance of the
Warrant.
7.2 HealthGate shall use reasonable efforts to obtain the approvals.
8.0 TERMINATION
8.1 Either party shall have the right to terminate this Agreement in the event
that the other party hereto has materially breached this Agreement;
provided, however, that no such termination shall be effective unless (i)
the terminating party provides the Termination Notice via overnight
courier to the other party setting forth the facts and circumstances
constituting the breach, and (ii) the party alleged to be in default does
not cure such default within ten (10) business days following receipt of
the Termination Notice. In the event that the nature of the default
specified in the Termination Notice cannot be reasonably cured within ten
(10) business days following receipt of the Termination Notice, a party
shall not be deemed to be in default if such party shall, within such ten
(10) day period, present a schedule to cure the default, commences curing
such default and thereafter diligently executes the same to completion
within six months. If the breach specified in the Termination Notice is
timely cured or cure is commenced and diligently pursued, as provided
above, the Termination Notice shall be deemed rescinded and this Agreement
shall continue in full force and effect. Notwithstanding the foregoing,
all Termination Notices for non-payment must be cured with thirty (30)
days of receipt. In the event the default specified in the Termination
Notice cannot be reasonably cured at all, a party shall be deemed to be in
default.
8.2 This Agreement will automatically terminate upon termination of the Web
Site Agreement.
8.3 In the event of termination of this Agreement by any party, all fees
previously due or owing by any party as of the date of termination will be
immediately due and payable in full.
9.0 HEALTHGATE TRADEMARKS AND TRADEMARKS OF OTHER
9.1 Notwithstanding the limited right to use the HealthGate Trademarks on the
HealthGate Products, Columbia recognizes and acknowledges HealthGate is
the sole owner of the HealthGate Trademarks; and all rights therein and
the goodwill pertaining thereto belong exclusively to HealthGate.
Accordingly, any use by Columbia of the HealthGate Products, or of any
HealthGate Trademarks pursuant to this Agreement, shall be subject to
HealthGate's approval, which HealthGate may deny or revoke at any time if
in HealthGate's sole judgment such use in not consistent with the goodwill
otherwise associated with the HealthGate Trademarks. Neither this
Agreement nor any rights granted hereunder will operate as a transfer to
Columbia or the HealthGate Products of any rights in or to any HealthGate
Trademark, except for the limited rights expressly granted under this
Agreement.
9.2 Notwithstanding the limited right to use the Columbia Trademarks on the
HealthGate Products, HealthGate recognizes and acknowledges Columbia is
the sole owner of the Columbia Trademarks; and all rights therein and the
goodwill pertaining thereto belong exclusively to Columbia. Accordingly,
any use by HealthGate of the Columbia Trademarks pursuant to this
Agreement, shall be subject to Columbia's approval, which Columbia may
deny or revoke at any time if in Columbia's sole judgment such use in not
consistent with the goodwill otherwise associated with the Columbia
Trademarks. Neither this Agreement nor any rights
granted hereunder will operate as a transfer to HealthGate of any rights
in or to any Columbia Trademark, except for the limited rights expressly
granted under this Agreement.
10.0 MISCELLANEOUS
10.1 Columbia may sell, transfer, assign or subcontract, any right, license or
obligation set forth in this Agreement without the express advance written
consent of HealthGate; provided, however, Columbia may not sell, transfer,
assign or subcontract, any right, license or obligation set forth in this
Agreement to Medscape, WebMD, Healtheon, and ▇▇. ▇▇▇▇ or any of their
successors or assigns.
10.2 HealthGate acknowledges that Confidential Information provided by Columbia
may also be protected by law. HealthGate will neither disclose such
information, directly or indirectly, nor use such information for any
purpose except to perform the services described in this Agreement.
Columbia, on behalf of itself and the Affiliated Providers and HPG
Members, acknowledges that Confidential Information provided by HealthGate
may also be protected by law. Columbia, the Affiliated Providers and HPG
Members will neither disclose such information, directly or indirectly,
nor use such information for any purpose except to perform the services
described in this Agreement.
Either party shall take appropriate action, by instruction to or agreement
with its employees, agents and subcontractors, to maintain the
confidentiality of the Confidential Information. Either party agrees to
execute written Confidentiality Agreements with its employees, agents, and
subcontractors addressing either party's obligations set forth in this
section. Either party shall promptly notify the other party in the event
that it learns of any unauthorized release of Confidential Information.
Either party shall have no obligation with respect to:
(a) Confidential Information made available to the general public
without restriction by the other party or by an authorized third
party;
(b) Confidential Information rightfully known to either party
independently of disclosures by the other party under this
Agreement;
(c) Confidential Information independently developed by either party;
(d) Confidential Information that either party may be required to
disclosure pursuant to subpoena or other lawful process; provided,
however, that the party notifies the other party in a timely manner
to allow the other party to appear and protect its interests; or
(e) Any information regarding any Authorized User of the HealthGate
Products obtained from or through their use of those products.
Upon the termination of this Agreement, either party shall:
(a) Immediately cease to use the Confidential Information.
(b) Return to the other party, Confidential Information and all copies
thereof within thirty (30) days of the termination or destroy the
Confidential Information in accordance with the other party's policy
and all-applicable state and federal laws.
(c) Upon request, certify in writing to the other party that it has
complied with its obligations set forth in this Section.
The parties acknowledge that monetary remedies may be inadequate to
protect their rights with respect to Confidential Information and that, in
addition to legal remedies otherwise available to either party, injunctive
relief is an appropriate judicial remedy to protect either party's rights
in Confidential Information.
Either party hereby agrees to indemnity and hold harmless the other party
from and against any and all liability, loss, damage, claims or causes of
action and expenses associated therewith (including attorney's fees)
caused directly or indirectly by the party's breach of its obligations
under this Section 10.1. Either party may enforce the other party's
obligations hereunder by seeking equitable relief which remedy shall be
nonexclusive. Either party agrees to provide reasonable assistance and
cooperation upon the request of the other party in connection with any
litigation against third parties to protect Confidential Information.
10.3 HealthGate and Columbia are and shall remain independent contractors with
respect to all matters pursuant to the Agreement.
10.4 All notices required hereunder (except invoice or purchase orders as
provided herein) shall be in writing and shall be deemed to have been duly
given upon receipt, and shall be either delivered in person, by registered
or certified mail, postage prepaid, return receipt requested, or by
overnight delivery service with proof of delivery, and addressed as
follows:
To HealthGate: ▇▇▇▇ ▇▇▇▇▇▇
HealthGate Data Corp.
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Ropes & ▇▇▇▇
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
To Columbia: Attn: Director, I/S Contracts
Columbia Information Systems, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
General Counsel
Columbia/HCA Healthcare Corporation
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
10.5 Neither party shall be liable nor deemed to be in default of its
obligations hereunder for any delay or failure in performance under this
Agreement or other interruption of service resulting, directly or
indirectly, from acts of God, civil or military authority, act of war,
accidents, natural disasters or catastrophes, strikes, or other work
stoppages or any other cause beyond the reasonable control of the party
affected thereby. However, each party shall utilize it best good faith
efforts to perform such obligations to the extent of its ability to do so
in the event of any such occurrence or circumstances. If a single force
majeure condition causes a delay or failure in performance under this
Agreement or other interruption of service exceeding ninety (90) days, the
nonaffected party may terminate subject to the requirements of Section 8.2
above by providing a Termination Notice to the affected party.
10.6 In the event of any litigation between the parties concerning this
Agreement, the prevailing party shall be awarded reasonable attorney's
fees and other costs and expenses incurred in connection with such action.
10.7 The validity, interpretation, and performance of this Agreement shall be
governed by and construed in accordance with the laws of the State of
Tennessee.
10.8 This Agreement, together with the attachments referenced herein, contains
a full and complete expression of the rights and obligations of the
parties hereto. If any provision of this Agreement conflicts with any
attachment to this Agreement, this Agreement shall control with respect to
the subject matter of such attachment. This Agreement supersedes any and
all other previous agreements, written or oral, made by the parties
concerning the subject matter hereof. If any provision of this Agreement
is finally held by a court or arbitration panel of competent jurisdiction
to be unlawful, the remaining provisions of this Agreement shall remain in
full force and effect to the extent that the parties' intent can be
lawfully enforced.
IN WITNESS WHEREOF, duly authorized representatives of the parties have executed
this Agreement under seal as of and effective the date first written above:
HEALTHGATE DATA CORP. COLUMBIA INFORMATION SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Chief Executive Officer Title: President
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