EXHIBIT 10.23
HYPERLINK AGREEMENT
This Agreement dated as of May 29,1996 is by and between the American Medical
Association ("AMA") 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 and
HealthGate Data Corp. ("HealthGate") 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxxxxxxx 00000.
The parties agree as follows:
1. Definitions:
a. "Internet" The worldwide network of computers commonly referred to as
the Internet.
b. "Hyperlink" The mechanism on the WWW by which a user at one WWW site
can automatically move to another WWW site and other sites on the
Internet.
c. "Web Site" The specific area within the Internet that is developed,
created by each of the parties hereto.
d. "WWW" The specific part of the Internet commonly referred to as the
world wide web, which contains among other things, documents written in
HTML and from which a world wide web document can provide Links to other
documents or sites on the Internet.
2) Hyperlink.
a. HealthGate agrees to allow the AMA to provide a Hyperlink from
its Web Site to the following databases ("Databases") currently available
at HealthGate's Web Site only to registered users of the HealthGate site
on a paid basis subject to the terms and conditions set forth in this
Agreement:
AIDSLINE(R): a compilation of citations and abstracts in the HIV/AIDS
literature.
AIDSDRUGS: a listing of drugs being tested for treatment of HIV/AIDS.
AIDSTRIALS: a listing of clinical trials of drugs to treat HIV and
AIDS-related conditions.
BIOETHICSLINE(R): a compilation of citations and abstracts in the
bioethics literature.
The parties acknowledge and agree that the Databases will be available to
users of the AMA Web Site ("Users") on a free basis and without the
requirement of registering with HealthGate. Users shall have unrestricted
unlimited opportunity to search and download selections from the Databases
b. The Databases shall be accessible to Users via the Hyperlink
seven (7) days a week twenty-four (24) hours a day except for regularly
scheduled maintenance, notice of which shall be provided to the AMA 45
days prior to such scheduled maintenance, or when HealthGate is unable to
provide access for reasons beyond HealthGate's control. In the event
technical problems impede Users' access to or use of the Databases, or in
AMA's opinion, access and use processes are unsatisfactory, the AMA may
terminate this Agreement by notice to HealthGate effective as of the end
of the month during which notice is given.
c. The AMA agrees to cooperate with HealthGate to develop mutually
acceptable language explaining to Users of the Databases how access to the
Databases works and through whom.
3) Fees. The AMA agrees to pay to HealthGate an initial fee if $8000 due upon
the execution of this Agreement. Subsequent fees in the amount of $2667.00 shall
be due on invoice the first day of September and each month thereafter during
the term of this Agreement for a total amount of $18,668.00. In the event that
HealthGate is unable to provide access to the AMA for the use of the Databases
for a period of 24 consecutive hours due to HealthGate's server being down
(other than for regularly scheduled maintenance) the AMA shall be entitled to a
pro-rata rebate of its monthly fee in the amount of $88.88 for each twenty-four
hour period the Hyperlink is not available to the AMA due to technical
difficulties experienced by HealthGate. The monthly fee shall be prorated with
respect to any month during which the Hyperlink is provided for less than the
complete month.
4) Term. The initial term of this Agreement shall begin June 1, 1996, and
continue through December 31,1996 unless earlier terminated by the AMA. The AMA
may terminate this Agreement without cause on thirty days written notice to
HealthGate. HealthGate acknowledges that the AMA relies upon third party funding
for the fees due under this Agreement
5) Use. The parties to this Agreement agree to cooperate with each other to
assure that all necessary copyright and intellectual property rights to and in
the Databases are properly acknowledged and that the users of the AMA Web Site
who Hyperlink to the Databases will be informed of any restrictions placed on
the reproduction, retransmission or other use of the Databases by the National
Library of Medicine or HealthGate. HealthGate represents and warrants that use
of the Databases in compliance with any such restrictions will not infringe upon
any statutory or common law rights of any third person.
6) Obligations of HealthGate. HealthGate represents and warrants that it has a
license to use the Databases and to provide access to the Databases as provided
herein and that it will use its best efforts to maintain such license in the
future. HealthGate agrees to maintain the quality, integrity and functionality
of its search engine and Web interface such that Users are able to access and
use the Databases as easily through AMA's Web Site as by directly accessing and
using HealthGate's Web Site. Unless the parties agree otherwise under separate
technical agreement, HealthGate is not responsible for maintaining the Hyperlink
between the AMA Web Site and the HealthGate Web Site
2
insofar as technical problems interrupting such link are the fault of the AMA.
The parties acknowledge that due to traffic on the Internet and the WWW that
neither party can guarantee the availability, speed or access of the Hyperlink
between the parties' respective Web Sites.
7) Governing Law. This Agreement shall be governed by and interpreted in
accordance with the substantive laws of the State of Illinois, excluding the
body of law known as conflicts law.
The parties each have caused a duly authorized officer to execute this Agreement
on its behalf as set forth.
American Medical Association HealthGate Data Corp.
By: /s/ X.X. Xxxxxx By: /s/ Xxxx Xxxxxx
------------------------ -----------------------
XXXX XXXXXX
Executive Vice-President
3
