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Exhibit 10.16
CONTRACT FOR LICENSE OF MEDRITE SOFTWARE AND
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SUPPORT ARRANGEMENTS
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THIS AGREEMENT, shall be effective on the lst day of February,
1994, by and between MEDICAL RECORDS CORP, a OHIO corporation with its principal
place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, (hereinafter
referred to as "MRC") and CRESCENDO SYSTEMS CORPORATION, a Canadian corporation
with its principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇, (hereinafter referred to as "CRESCENDO").
WITNESSETH:
WHEREAS, MRC is in the business of providing transcription
services for the medical industry; and
WHEREAS, CRESCENDO has developed certain software copyrighted
under the name "MEDRite(R)" which MRC has proven to be of significant use to
MRC's business; and
WHEREAS, MRC wishes to license the MEDRite(R) software from
CRESCENDO under the terms of this Contract and CRESCENDO is willing to grant a
license on such terms; and
WHEREAS, the parties acknowledge that MEDRite(R) software is
currently in use by MRC, other transcription services and hospitals and that it
meets the intended purpose; and
WHEREAS, CRESCENDO's corporate strategy is to continually
develop and enhance MEDRite(R) so that it gains wider acceptance; and
WHEREAS, CRESCENDO is willing to provide support services
necessary to modify and update the MedRite(R) software to maximize its
effectiveness for MRC's business; and
WHEREAS, MRC is willing to assist CRESCENDO in the further
development of the MEDRite(R) software providing marketing input, offering
suggestions and comments for further improvement and providing resources to test
and evaluate new developments; and
WHEREAS, both parties wish to make certain arrangements to
protect CRESCENDO's ownership rights to MEDRite(R) as well as to protect
confidential business information and trade secrets of both companies and their
clients;
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NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and
promises contained in this Contract, the parties hereto agree and contract as
follows:
ARTICLE I
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DEFINITIONS
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1. DEFINITIONS. The following definitions apply to this Contract:
A. "Copyright Notice" means certain notices which are
reflected on all registered copies of the subject software. The copyright notice
specifies that CRESCENDO has copyrighted the MEDRite(R) software and that all
rights not expressly granted under this Contract are reserved by CRESCENDO.
Unauthorized copying of the MEDRite(R) software, including MEDRite(R) software
that has been modified, merged or included with other software, or of the
accompanying written materials, is expressly forbidden.
B. "Registered Copy" means the original MEDRite(R) disks
transferred to MRC and all copies made of those disks pursuant to this Contract.
C. "Software" refers to the MEDRite(R) program developed by
CRESCENDO and all modifications, updates and extensions of that program.
D. "Transcription Station" means any of office MRC and any
home occupied by an employee or independent contractor of MRC used for the
purpose of transcribing medical data and related services. The term shall
further include stations for network file servers print servers, communication
servers, fax servers, management and supervisor's stations and client facilities
(hospitals, clinics, doctor's offices and the like) operated or supervised by
MRC.
ARTICLE II
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LICENSE AGREEMENT
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1. LICENSE FOR USE. CRESCENDO hereby grants MRC, and its
successors and subsidiaries (listed herein), a non-exclusive license to use the
MEDRite(R) software, together with any and all modifications, updates and
extensions of that software that have been or may hereafter be created, as they
relate to Medical Transcription, including but not limited to electronic
signature, HL7 interfacing and optical archival. MRC specifically acknowledges
that CRESCENDO may market the software and any modifications and updates thereof
to other businesses, including business that may compete against MRC. CRESCENDO
covenants and agrees that it will not market the software or any modifications
or updates in such a manner as to place MRC at a competitive disadvantage.
Nothing herein shall limit the right of MRC to utilize software,
materials or procedures offered by competitors of CRESCENDO; provided, however
that
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CRESCENDO makes no warranty that such competitor's programs will be compatible
with the software licensed hereunder.
2. USE AT TRANSCRIPTION STATIONS. MRC agrees that only its
employees and independent contractor's shall be permitted to use MEDRite(R) for
the purpose of transcribing reports. MRC further agrees that each client
facility at which MRC installs a copy of MEDRite(R) is to be registered with
MRC. It is further agreed between the parties that any MRC Client having access
to use MEDRite(R) shall be required, as a prerequisite thereof, to have signed
and delivered to MRC a non-disclosure agreement, which clearly states that the
software is only to be used to manage those files completed by MRC for the
Client within the scope of its retainer.
MRC and its employees and independent contractors may use the
MEDRite(R) software at any of its transcription stations.
3. COPIES OF SOFTWARE; RESTRICTION ON USE. Unauthorized
copying of the software, including forms of the software that may have been
modified, merged or included with other software, is expressly forbidden. MRC
may not modify the software in any way without the expressed written permission
of CRESCENDO. MRC may not allow any other person or entity to copy the
MEDRite(R) software or accompanying documentation. MRC may not give, sell or
otherwise distribute the MEDRite(R) software or accompanying documentation to
any other person or entity.
CRESCENDO shall supply MRC with diskettes at its own cost,
excluding shipping, duties and taxes, for each MRC office covered by this
agreement. Each set of diskettes shall include the MEDRite(R) program, including
the FAX interface, in an "Unlimited Network User Version", "Remote User Version"
and "Standalone Version", in addition to the "Medical Word List" and "Main Frame
Download Program" diskette. Each set shall contain five diskettes, serialized to
reflect the MRC office number destined to install the program. Each MRC office
must only make use of MEDRite(R) software which correctly reflects their office
number. MRC shall be permitted to copy or download the software for use by
authorized remote users and Clients.
4. INSTALLATION. CRESCENDO is responsible for providing the
initial medium (floppy diskette) for transfer of the software. The risk of loss
or failure of the transfer medium is on CRESCENDO until such time as the
software is installed and functioning properly. CRESCENDO shall deliver to MRC
the sets of diskettes containing the MEDRite(R) software, together with one set
of documentation for each set of diskettes, within ten (10) days of the signing
of this contract. MRC shall have the right to make additional copies of the
documentation, at its own expense, as needed for use at its various
transcription stations.
MRC shall furnish appropriate IBM compatible PCs, at its
expense for installation of the software. CRESCENDO is not responsible for the
condition of the hardware, either during or after the installation of the
software. However, CRESCENDO acknowledges that it is familiar with the hardware
utilized by MRC and hereby warrants that the software is compatible
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with MRC's hardware and will run on that hardware. MRC is responsible for
installing all the software on its hardware and making it operational.
5. TRAINING. CRESCENDO has trained MRC head office personnel
in the use and operation of the software. CRESCENDO shall also provide training
in the use and operation of any modifications, updates or extensions of the
software that may be developed from time to time. This training shall be
provided at no charge to head office personnel at CRESCENDO's facilities in
Laval, Quebec, and at CRESCENDO discretion.
6. WARRANTY OF TITLE; COPYRIGHT INFRINGEMENT. CRESCENDO
warrants that it has good title to the software and the right to license its use
to MRC.
MRC shall promptly notify CRESCENDO of any action or claim
alleging that the software or MRC's use of the software violates the trade
secret, trademark, copyright, patent or other proprietary rights of any other
party, and further agrees to cooperate with CRESCENDO in the investigation and
resolution of the action or claim.
If CRESCENDO is so notified of a claim involving title or use
of the software, CRESCENDO shall indemnify and hold MRC harmless against any and
all such claims and shall defend same at its expense and shall pay any costs and
damages awarded, provided that CRESCENDO shall have sole control of the defense
of any action and all negotiations for its settlement or compromise.
CRESCENDO shall not be required to indemnify MRC against
damages arising from MRC's independent modification or conversion of the
software or for any use of the software after the termination of this contract.
At any time during the course of the litigation arising out of
a claim of infringement of a trade secret, United States patent or copyright or
other proprietary right, or, if in CRESCENDO's opinion the software is likely to
become the subject of such a claim, CRESCENDO shall, at its option and expense,
either procure for MRC the right to continue using the software, replace or
modify the software so that it becomes noninfringing.
7. WARRANTY; FITNESS OF USE. In the event that a programming
error attributable to CRESCENDO is found to exist in the software, then
CRESCENDO shall provide the services necessary to remedy such programming error,
either by replacing the software or by taking other appropriate action.
CRESCENDO shall use due diligence to correct all faults rated priority one or
two, which are deemed to mean "determined to cause major inconvenience, system
crashes, unexpected or incorrect results". All replaced programs shall become
the property of CRESCENDO on an exchange basis. THIS WARRANTY WILL NOT APPLY IF
SUCH ERROR CORRECTION IS REQUIRED BECAUSE OF MISUSE OR ALTERATION OF PRODUCT BY
MRC OR CAUSES OTHER THAN ORDINARY USE. Repair services will be rendered during
normal business hours, CRESCENDO shall have full and free access to the computer
equipment, software and printouts at MRC's place of business when performing
such services.
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The warranties set forth in this Contract are in addition to
and not in limitation of the service and training requirements set forth
elsewhere in this Contract.
It is agreed for purposes of compliance with this paragraph,
that CRESCENDO's documentation, and all modifications thereto, shall be utilized
by the parties as the standard for specifications for the system requirements
and functionality. The parties shall endeavour, if at all practicable, to use
the documentation references to determine fault origination as to intended
purposes versus perceived purpose.
8. LIMITATION ON DAMAGES. NEITHER CRESCENDO, NOR ANYONE ELSE
WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS PRODUCT
SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES
(INCLUDING DAMAGES FOR LOSS OF BUSINESS INFORMATION PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE
OR INABILITY TO USE SUCH PRODUCT.
9. PROPRIETARY RIGHTS. MRC acknowledges and agrees that the
MEDRite(R) software and all updates, modifications and extensions of that
software, including those updates, modifications and extensions created jointly
with MRC's assistance, remain the property of CRESCENDO and may be copyrighted
by CRESCENDO. MRC further acknowledges and agrees that the MEDRite(R) software
and all updates, modifications and extensions of that software, including those
updates, modifications and extensions created jointly with MRC's assistance, are
trade secrets of CRESCENDO.
10. NON-DISCLOSURE. During the course of this contract and
business relationship, CRESCENDO will have access to and become familiar with
various trade secrets, including patient records, customer and supplier list and
compilations of information, records and specifications, that are owned by MRC
and that are vital importance to MRC's business. Crescendo shall not disclose
any of these trade secrets, directly or indirectly, or use them in any way,
either during the term of this Contract or at any later time, except as required
in the course of its dealings with MRC. All patient records, data bases, files,
records, documents, lists, and similar items relating to the business of MRC
whether prepared by CRESCENDO or otherwise coming into CRESCENDO's possession,
shall remain the exclusive property of MRC.
ARTICLE III
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SUPPORT AGREEMENT
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1. SUPPORT AGREEMENT. CRESCENDO shall make its employees
available for telephone consultations with MRC head office personnel to answer
questions or resolve problems that may arise from the use of the software.
Furthermore, this unlimited support shall include remote diagnostics and
troubleshooting when required.
This support shall be provide Monday to Friday, from eight
(8:00) a.m. to six (6:00) p.m. Eastern Standard Time, excluding statutory
holidays. Response time shall be a
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maximum of two hours after receipt of call, except for cases that are beyond
CRESCENDO's control (such as bad weather or "acts of God").
The support agreement also entities MRC to and covers the cost
all updates and extensions to the software, excluding shipping, duties and
taxes, and unique software development specifically requested by MRC.
2. COST. MRC shall pay CRESCENDO Ten Thousand Dollars US
($10,000.00US) per year for support of the software. This fee is due upon
execution of this Contract and on each subsequent anniversary date of the
Contract and upon receipt of invoice. MRC shall continue to pay the cost of this
Support Agreement as long as this contract is enforced, as provided for in
"Article V, Paragraph 2 - License Period".
3. EXCLUSIONS. This support agreement does not include
replacement of data lost due to failure of hardware or software; MRC is advised
to "back-up" all data on an alternative storage medium in order to avoid
possible loss of data. This support agreement shall not apply if such program
servicing is required because of misuse or alteration of the software by MRC or
causes other than ordinary use.
4. WARRANTIES AND DAMAGES. Any replacement software or
modifications produced under this support agreement are subject to the same
warranties, rights of recovery, non-disclosure provisions and limitations on
damages as the original software licensed hereunder.
5. SOFTWARE MODIFICATIONS. CRESCENDO shall provide the same
program support for any modifications, updates or extensions of the software
developed from time to time.
6. SOFTWARE UPDATES. Crescendo acknowledges that from time to
time it will need to enhance and update the software so that it meets the ever
evolving needs of the medical transcription industry. CRESCENDO, at its option
may choose to undertake to modify or develop the software so that it meets the
changing needs of the medical transcription industry. CRESCENDO shall not be
limited to any particular platform, source code or database system in developing
additional software.
ARTICLE IV
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SOFTWARE DEVELOPMENT
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1. INTENT. Although MEDRite(R) is a complete product that
addresses the current needs of medical transcription services, these needs are
ever evolving. Needs may be changed by the addition of new clients, new
requirements for interfacing with mainframe computers or other special
requirements in the manner in which work is prepared and subsequently
transmitted or communicated. It is therefore the intent of the parties to
participate, one with the other, in developing additional transcription software
and to modify existing software in order to better serve the needs of MRC in a
competitive marketplace.
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CRESCENDO shall from time to time, develop products that
address different requirements in the medical records field. These products
which do not directly influence the transcribing or communication of reports are
NOT covered by this agreement. These additional products, not covered herein
include, digital voice recording or automated chart tracking and coding.
CRESCENDO may offer these products to MRC under a separate agreement and MRC may
choose to procure or license these products and services at some future time.
It is not the intent of the parties to this Contract to
cooperate in technology fields outside of medicine. Nothing herein is intended
to restrict CRESCENDO from independently pursuing development of software or
hardware technology in those fields.
2. UNIQUE DEVELOPMENT. From time to time, MRC will advise
CRESCENDO of the need for unique development in order to advance the software to
better meet the needs of it's clients. CRESCENDO, at its option may choose to
undertake to modify or develop the software so that it meets the changing needs
of MRC. CRESCENDO covenants that it will respond to MRC in a prompt and
forthright manner to each of its request for unique development. CRESCENDO also
covenants that when it agrees to a modification or development of additional
unique software specifically for MRC, it will employ its best efforts in a
diligent manner to provide MRC with the results. CRESCENDO covenants that it
will employ its best faith effort in a diligent manner to modify the software in
accordance with MRC's directives.
CRESCENDO shall not be limited to any particular platform,
source code or database system in developing additional software.
3: COST. The cost of developing and implementing unique
software developments, specifically requested and appropriately approved by MRC,
as referred to in "Article IV, Paragraph 2", will be borne solely by MRC. The
cost shall be Thirty-Five Dollars US ($35.00US) per hour of development.
4. PROPRIETARY RIGHTS. All software developed under this
agreement in cooperation with MRC shall be and remain the property of CRESCENDO
subject to MRC's right of use.
5. LICENSE. MRC shall be entitled to a license to use any
modifications, updates or extensions of the MEDRite(R) software under the same
terms and conditions as the original license.
6. NON-DISCLOSURE. Any updated or modified software produced
under this agreement is subject to the same warranties, rights of recovery,
nondisclosure provisions and limitations on damages as the original software
licensed hereunder.
7. INDEPENDENT CONTRACTOR. The parties agree that CRESCENDO
shall perform its duties under this agreement as an independent contractor, not
as an employee of MRC. CRESCENDO shall not have or claim any right arising from
employee status.
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ARTICLE V
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COMPENSATION AND LICENSE PERIOD
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1. COMPENSATION. As compensation for the use of the MEDRite(R)
software, with the inclusion of Electronic Signature module and the two MRC
Payroll and Billing reports, MRC shall pay CRESCENDO a total fee of Two Hundred
and Fifty Thousand Dollars US ($250,000.00US).
MRC shall pay Fifty Thousand Dollars US ($50,000.00US) as an
initial payment upon execution of this Contract. An additional seventeen (17)
monthly payments of Eleven Thousand Seven Hundred and Sixty Four Dollars and
Seventy Cents US ($11,764.70US), starting with the first day of the second month
to cover the balance of the Two Hundred Thousand Dollars US ($200,000.00US).
MRC shall pay an additional Eight Thousand Dollars US
($8,000.00US) for future offices opened or acquired that are in addition to the
forty-one (41) offices included in Attachment "A" of this Contract. For any
additional offices opened or acquired between February 1, 1994 and July 31,
1995, amounts owned will only become due on August 1, 1995 at a rate of Eight
Thousand Dollars US ($8,000.00US) per month starting on the first day of the
nineteen month. For offices opened or acquired after July 31, 1995 that are in
addition to the forty-one (41) offices included in Attachment "A" of this
Contract, payment shall be upon receipt of invoice, though MRC shall be granted
terms so that a maximum of Eight Thousand Dollars US ($8,000.00US) per month is
paid. These payments shall continue until such time as all monies owned to
Crescendo have been paid.
2. LICENSE PERIOD; TERMINATION. This contract shall remain in
effect for a period of three (3) years after the effective date, subject to the
terms of this agreement, and shall automatically renew for successive one (1)
year periods unless terminated as provided herein by either party with ninety
(90) days advance written notice.
CRESCENDO may not terminate this agreement license except in
the case of nonpayment by MRC or violation of copyright by MRC.
Following termination of the Contract and payment to CRESCENDO
of all sums then due, the rights and duties of each party shall terminate,
except for those duties with respect to non-disclosure and trade secrets.
Termination of the license agreement also terminates the parties
responsibilities under the support and software development portions of this
Contract.
ARTICLE VI
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ESCROW PROVISIONS
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1. ESCROW. Crescendo hereby agrees to negotiate an ESCROW
agreement with MRC, that will allow for MRC to acquire the MEDRite source code,
all associated software, development tools, development environment and all
associated documentation (herein after referred to as "Source Code Materials")
should Crescendo be adjudicated bankrupt and cease to operate, or should
Crescendo or it's successors cease to support the MEDRite software as
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provided for in "Article II, Paragraph 7", "Article III, Paragraph 1" and
"Article IV, Paragraph 5". The parties shall use a mutually agreeable and
reputable ESCROW lawyer to conclude this provision. Crescendo shall update the
"Source Code Materials" at least once each calendar year. Should this ESCROW
agreement be executed MRC agrees that the acquired "Source Code Materials" may
only be used for the purposes of supporting it's business of providing
transcription services for it's clients.
2. TRAINING. Crescendo hereby agrees that under the terms of
the ESCROW provision that it will provide training to two (2) qualified MRC
employees in regards to the development methodology and development environments
used by Crescendo's development staff, in regards to the MEDRite software. This
training will be held at Crescendo's corporate offices and will be conducted by
key development personnel. A review of the "Source Code Materials" held in
ESCROW will be held at the same time. These training sessions are to be provided
at least once each calendar year and shall continue as long as this contract is
enforced, as provided for in "Article V, Paragraph 2 - License Period".
3. COST. The cost of the ESCROW agreement, the annual
maintenance cost of the ESCROW agreement and the cost of the ESCROW training
sessions shall be borne solely by MRC.
ARTICLE VII
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GENERAL PROVISIONS
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1. Any controversy or claim arising out of or relating to this
Contract shall be settled by arbitration conducted in accordance with the then
current Rules of the American Arbitration Association (the "Association"),
strictly in accordance with the terms of this Contract, and the substantive law
of the State of Ohio. The arbitration shall be held in Cleveland, Ohio and shall
be conducted by three (3) arbitrators. Each party shall select one (1)
arbitrator and the two (2) nominees shall select the third arbitrator. At least
one of the arbitrators shall be chosen from a panel of persons knowledgeable in
data processing and business information systems, and at least one (1) of the
arbitrators shall be an attorney. Judgment on an award rendered by the
arbitrators may be entered and enforced in any court of competent jurisdiction.
Neither party shall institute an arbitration proceeding until that party has
furnished to the other party, by certified mail, at least ten (10) days prior
to, written notice of its intent to do so.
Notwithstanding the foregoing provision, either party may
apply directly to a Court of competent jurisdiction, without proceeding through
arbitration, for an injunction, provided that the party must certify, under
oath, that the other party's breach is such that an immediate injunction is
required to preserve the status quo. Upon issuance of an injunction the Court
may then refer the matter to arbitration under this provision.
2. The prevailing party shall be entitled to a reasonable
attorney's fee together with the costs of any action brought in law or at equity
to enforce the provisions of the License Agreement.
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3. Any notices required or permitted under this contract shall
be made in writing to the party at the address shown at the beginning of this
Contract or at any subsequent address that may be designated in writing from
time to time by that party.
4. This Contract is governed by the laws of the State of Ohio.
Venue shall be in the Cuyahoga County, Ohio.
5. This Contract shall be effective on February 1, 1994,
provided that both parties have executed this agreement in writing.
6. This Contract constitutes the entire agreement of the
parties and supersedes all prior arrangements and representations of the parties
relating to the subject matter of this Contract.
EXECUTED by MRC this 7th day of February, 1994.
MEDICAL RECORDS CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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its, Vice President
EXECUTED by CRESCENDO this ____ day of February, 1994
CRESCENDO SYSTEMS CORPORATION
By:_______________________________________
its, President
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ADDENDUM TO CONTRACT FOR LICENSE
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OF MEDRITE SOFTWARE AND SUPPORT ARRANGEMENTS
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THIS ADDENDUM IS BEING MADE TO THE EXISTING AGREEMENT, by and between
MEDICAL RECORDS CORP, (hereinafter referred to as "MRC") and CRESCENDO SYSTEMS
CORPORATION, (hereinafter referred to as "CRESCENDO") shall be effective on the
1st day of September, 1996.
WITNESSETH:
WHEREAS, MRC has effectively merged it's business with
Medifax/Secrephone and become The MRC Group
WHEREAS, MRC desires new functionality be added to the MedRite software
so that it meets certain needs as expressed by the Medifax/Secrephone for
existing installations
WHEREAS, CRESCENDO has developed additional MedRite modules and
enhancements not covered under the initial agreement
WHEREAS, MRC wishes to license the new additions to the MedRite(R)
software from CRESCENDO under the terms of this Addendum and CRESCENDO is
willing to grant a license on such terms; and
WHEREAS, CRESCENDO is willing to continue to provide support services
necessary to modify and update the MedRite(R) software to maximize its
effectiveness for MRC's business; and
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises
contained in the original Contract and this addendum, the parties hereto agree
and contract as follows:
ARTICLE I
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DEFINITIONS
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1. DEFINITIONS. The following new definitions now apply to this
Contract:
A. "Existing office" refers to any of the MRC transcriptionist offices
covered under the initial contract
B. "New office" refers to any office that exceeds the initial contracted
forty offices or any office that operated under the Medifax/Secrephone banner
C. "Relocation of office" means any MRC office that performed
transcription and was subsequently relocated to within a 250 mile radius and
continues to transcribe at least seventy percent of the clients from the
original office
D. "Closure of office" means any MRC office that performed transcription
and was subsequently closed and/or relocated outside of a 250 mile radius.
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ARTICLE II
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LICENSE AGREEMENT
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1. LICENSE FOR USE. UNCHANGED.
2. USE AT TRANSCRIPTION STATIONS. UNCHANGED.
3. COPIES OF SOFTWARE; RESTRICTION ON USE. Unauthorized copying of
the software, including forms of the software that may have been modified,
merged or included with other software, is expressly forbidden. MRC may not
modify the software in any way without the expressed written permission of
CRESCENDO. MRC may not allow any other person or entity to copy the MedRite(R)
software or accompanying documentation. MRC may not give, sell or otherwise
distribute the MedRite(R) software or accompanying documentation to any other
person or entity.
CRESCENDO shall supply MRC with diskettes at its own cost, excluding
shipping, duties and taxes. MRC shall be responsible for reproducing and
distributing the original diskettes to their offices. Each set of diskettes
shall include the MedRite(R) program, including the FAX interface and electronic
authentication, in an "Unlimited Network User Version", "Remote User Version"
and "Standalone Version", in addition to the "Medical Word List Version 3.0",
the "Crescendo Database Editor", "ASCII Main Frame Download Program", "HL7
Mainframe Download Program" and "Generic Real-time\Batch Mainframe Interface
(see attachment A)" (available by December 31, 1996). Each package shall contain
nine (9) diskettes, serialized to reflect MRC as the client. MRC shall also be
permitted to copy or download the software for use by authorized offices, remote
users and clients. MRC's clients may only use the MedRite software to process
reports (excluding electronic authentication) that were originally created by
MRC employees. MRC must notify Crescendo within thirty days of each new
transcription office installation.
4. INSTALLATION. UNCHANGED.
5. TRAINING. UNCHANGED.
6. WARRANTY OF TITLE; COPYRIGHT INFRINGEMENT. UNCHANGED.
7. WARRANTY; FITNESS OF USE. UNCHANGED.
8. LIMITATION ON DAMAGES. UNCHANGED.
9. PROPRIETARY RIGHTS. UNCHANGED.
10. NON-DISCLOSURE. UNCHANGED.
ARTICLE III
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SUPPORT AGREEMENT
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1. SUPPORT AGREEMENT. UNCHANGED
2. COST. MRC shall pay CRESCENDO Sixteen Thousand Dollars US
($16,000.00US) per year for support of the software. On each subsequent
anniversary date of the Contract and upon receipt of invoice. A prorated fee of
Three Thousand Dollars US ($3,000.00) for the remainder of this contract term is
due upon execution of this Addendum. MRC shall continue to pay the cost of this
Support Agreement as long as this contract is enforced, as provided for in
"Article V, Paragraph 2 - License Period".
3. EXCLUSIONS. Unchanged.
4. WARRANTIES AND DAMAGES. Unchanged.
5. SOFTWARE MODIFICATIONS. Unchanged.
6. SOFTWARE UPDATES. Unchanged.
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ARTICLE IV
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SOFTWARE DEVELOPMENT
--------------------
1. INTENT. UNCHANGED
2. UNIQUE DEVELOPMENT. UNCHANGED
3. COST. UNCHANGED
4. PROPRIETARY RIGHTS. UNCHANGED
5. LICENSE. UNCHANGED
6. NON-DISCLOSURE. UNCHANGED
7. INDEPENDENT CONTRACTOR. UNCHANGED
8. SPECIAL DEVELOPMENT. As part of the revised agreement Crescendo will
modify the MedRite software to include the following enhancements: the
ability for at home transcriptionist to call an office and quickly extract
all the related data for a specific client and then import the data into
their own environment; the ability to ▇▇▇▇ by the minute of dictation;
quickly access the on-line archived medical reports; produce numbered audit
trails and batch summaries; extend the ASCII import facility to include
carbon copy and fax parameters; and improve the highlighting of a carbon copy
recipient's name.
ARTICLE V
---------
COMPENSATION AND LICENSE PERIOD
-------------------------------
1. COMPENSATION. As compensation for the use of the new MedRite(R) version a
fee of One Hundred and Forty Thousand Dollars US ($140,000.00US), for the
original forty (40) offices, will be charged. Furthermore, MRC shall pay
Crescendo a fee of One Hundred and Twenty Thousand Dollars ($120,000.00) for
the first ten office new offices operated by MRC. MRC shall also pay an
additional Ten Thousand Four Hundred Dollars US ($10,400.00US) for future
offices opened or acquired that are in addition to the fifty-offices (50)
offices described above.
Additionally. MRC shall pay Crescendo a fee of
$3,500.00 when a transcription office that is using MedRite and the license
has been fully paid is closed and MRC wish to install that same software into
another office. However, should the office simply be relocated as defined in
this addendum, then no additional payments are required.
2. LICENSE PERIOD; TERMINATION. UNCHANGED
----------------------------
ARTICLE VI
----------
ESCROW PROVISIONS
-----------------
1. ESCROW. UNCHANGED
2. TRAINING. UNCHANGED
3. COST. UNCHANGED
3
14
ARTICLE VII
-----------
GENERAL PROVISIONS
------------------
UNCHANGED
EXECUTED by MRC this 24th day of September, 1996.
MEDICAL RECORDS CORPORATION
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
its,
---------------------------------
EXECUTED by CRESCENDO this 30th day of September, 1996.
CRESCENDO SYSTEMS CORPORATION
BY: /s/ Costa Mandilaris
----------------------------------
its, President
---------------------------------
4
15
ATTACHMENT A
OVERVIEW AND OBJECTIVES
The MedRite(R) Mainframe Interface Program described in this document intends to
supersede all existing interface programs (MDSINTER.EXE, HL7INTER.EXE and
MTECHINT.EXE). The new interface program will also include certain enhancements
in the areas of supported IS vendors and modes of operation.
The MedRite(R) Mainframe Interface Program will be implemented so that it can
operate in one or several modes. It is intended that it should be possible for
data to be obtained in an on-line real time or batch fashion in one location and
have MedRite(R) located in the same or another location. It will also be
possible to handle sessions to multiple clients in the same program. Although
the program offers a flexible approach there will probably be modes that are
mutually exclusive.
The following is a list of the main features.
* OS platform will be Windows 95/NT.
* HL7 versions 2.1 and 2.2 will be supported in real time and
batch.
* Future versions of HL7 will be supported.
* Existing basic ASCII interface will be supported in real time
and batch.
* A fixed record size, field configurable and user defined ASCII
interface will be supported in real time and batch.
* Mainframe to/from MedRite(R) or file batches will be supported
interactively on TCP/IP via socket connections.
* Batch processing of files between mainframe and MedRite(R).
* Multi-client configuration support.
For a schematic describing the program's architecture see appendix A.
PROTOCOLS
TCP/IP
THE TCP/IP socket implementation will be based on WINSOCK. The MedRite(R)
Mainframe Interface Program will be able to act both as a server or a client
(dial up and being dialed into). IP addresses will be established automatically.