1
EXHIBIT 10.23
We have omitted certain portions of this document and filed them separately
with the Commission. These portions are marked with an asterisk (*)
August 13, 1999
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Mississippi State Medical Association [HealthStream (LOGO)]
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Re: Letter of Agreement
Dear ▇▇. ▇▇▇▇▇▇▇▇,
This letter is intended to set forth an agreement by and between HealthStream,
Inc., ("HealthStream"), a Tennessee corporation, and the Mississippi State
Medical Association ("MSMA"), a Mississippi, non-profit corporation.
1) Overall Structure. This letter of agreement establishes a joint marketing
agreement to cooperatively distribute continuing medical education (CME)
for physicians.
2) Purpose. The purpose of this venture is to jointly market and distribute
online CME using the combined resources of MSMA and HealthStream.
Specifically the parties intend to:
a) Market the availability of online CME courses to MSMA's members
using marketing means consistent with current means of reaching
MSMA physicians (i.e. newsletters, education catalog, Grand
Round announcements, direct mail, etc.).
b) Distribute HealthStream's CME Web Courses through a link on
MSMA's web page(s)
3) Price and Payment. The pricing and payment for the online CME courses
shall be on the following terms:
a) Due to the relationship between HealthStream and MSMA,
HealthStream shall provide those physicians identifying
themselves as MSMA physicians using either a) an event code
provided by HealthStream unique to MSMA, or b) upon registering
for a course by completing a demographic field indicating MSMA
as their sponsoring organization, with a * discount off of the
retail prices listed for the online courses on the HealthStream
Web site (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (Get CME!)).
b) Physicians shall bear the total cost for their CME courses less
any discounts extended to them by HealthStream as a result of
this agreement. MSMA shall not be obligated to pay for any
online CME course or part of any online CME for their physicians
at any time.
c) MSMA shall be responsible for the link provided on their Web
site(s) for the CME courses at their cost. HealthStream will
provide link graphics at no charge to MSMA at their request.
4) Exclusivity. There is no overt or implied exclusivity by either party in
this agreement.
5) Confidentiality of Negotiations. The parties shall use reasonable efforts
to maintain at all times as confidential information the terms of this
letter and the content of any negotiations between us except that both
parties may (i) inform advisors, counsel and employees with a need to know
as each party deems necessary, and (ii) make appropriate disclosures if
required by applicable securities laws. The parties will work together to
determine the timing and content of releases of information to the press
and other media entries.
6) Governing Law. This letter shall be governed by the substantive laws of
the State of Tennessee.
7) Entirety. This letter constitutes the entire understanding and agreement
between the parties hereto and their affiliates with respect to its
subject matter and supercedes all prior and contemporaneous agreements,
representations, warranties, and understandings of such parties (Whether
oral or written). No promise, inducement, representation or agreement,
other than as expressly set forth
HealthStream, Inc./Mississippi State Medical Association
Letter of Agreement
1
2
herein, has been made to or by the parties hereto. This letter may be
amended only by written agreement, signed by the parties to be bound by the
amendment.
8) Construction. This letter shall be construed according to its fair meaning
and not strictly for or against either party. This letter does not, and is
not intended to, impose any binding obligations on the parties.
If the terms and condition of this letter are acceptable, please sign and
return to us a copy of this letter so that we can proceed with the effort.
Accepted and Agreed:
HealthStream, Inc.
Signed: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Title: CEO
-------------------------------------
Date: 11/29/99
-------------------------------------
Accepted and Agreed:
Mississippi State Medical Association
Signed: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Title: General Counsel
-----------------------------------
Date: November 23, 1999
-----------------------------------
HealthStream, Inc./Mississippi State Medical Association
Letter of Agreement
2