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Exhibit 10.14
AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of the 25th day of July, 1997,
by and between PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC., a New Jersey
corporation ("PHPNJ"), and MEDIGROUP OF NEW JERSEY, INC., a New Jersey
corporation ("Medigroup").
RECITALS: PHPNJ is engaged in the business of operating a physician health
maintenance organization in the State of New Jersey known as the "Physician
Healthcare Plan of New Jersey". PHPNJ has entered into that certain Management
Services Agreement dated as of June 26, 1997 (the "Management Agreement"), by
and between PHPNJ and Medigroup pursuant to which Medigroup has agreed to
provide certain management services to PHPNJ. In order to perform the
Management Agreement, Medigroup has requested that PHPNJ allow Medigroup access
to and use of certain equipment and software on the terms and conditions set
forth below.
NOW, THEREFORE, in consideration of the above premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Medigroup and PHPNJ agree as follows:
1. Right to Use Computers. PHPNJ hereby agrees to permit Medigroup to
access and use the computer equipment and software listed on Exhibit A attached
hereto and made a part hereof (collectively, the "Computer Equipment"),
together with all operating manuals and similar information and all service
contracts and manufacturer's warranties (to the extent assignable) on the terms
and conditions set forth herein. Medigroup, at its own expense, shall pick up
the Computer Equipment from PHPNJ's premises for use at Medigroup's premises
located at Three Penn Plaza East, Newark, New Jersey or 000 Xxxxxxxx Xxxxxx,
Xxxxxxx, Xxx Xxxxxx (the "Locations") and shall promptly redeliver the same to
PHPNJ (at such location as PHPNJ shall direct) at the expiration or termination
of this Agreement. Medigroup acknowledges and agrees that PHPNJ has not made
any representations or warranties concerning the Computer Equipment, that PHPNJ
makes no warranties (express or implied) and disclaims all liability with
respect thereto, that Medigroup accepts the same in an "AS IS" condition and
that Medigroup waives all rights against PHPNJ with respect thereto.
2. Title; Fees. PHPNJ represents to Medigroup that PHPNJ owns the
Computer Equipment, has the right to use it and shall take all actions necessary
to defend title to the Computer Equipment. The parties acknowledge and agree
that the Computer Equipment is and shall at all times remain the sole personal
property of PHPNJ, and that Medigroup's right to use the Computer Equipment
hereunder shall in no way affect or impair PHPNJ's title to the Computer
Equipment. Notwithstanding this, Medigroup shall be responsible for, and hereby
indemnifies and holds PHPNJ harmless from, all taxes, license fees, telephone
line fees, computer line fees and all other charges of any nature relating to
Medigroup's use of the Computer Equipment hereunder.
3. Use and Maintenance. Medigroup shall use the Computer Equipment (a)
solely in providing services to PHPNJ pursuant to and in accordance with the
terms of the Management Agreement; (b) for the purpose for which the Computer
Equipment was designed, in a careful and proper manner, consistent with all
appropriate operating materials and prudent business practices; (c) so as to
cause the Computer Equipment to be in at least the same condition at the end of
the term of this Agreement as when received by Medigroup (ordinary wear and
tear from proper use excepted); (d) at the Locations only; and (e) in
compliance with all applicable law and Medigroup's insurance policies.
Medigroup acknowledges and agrees that its right to use the Computer Equipment
hereunder applies solely to Medigroup and its
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authorized employees, agents and independent contractors, and that Medigroup
shall not permit any other person or entity to use the Computer Equipment
without the express written consent of PHPNJ. Medigroup shall properly
maintain, service and repair the Computer Equipment throughout the term of this
Agreement and shall not remove any parts from, or make any alterations to,
thereto without the prior written consent of PHPNJ. Medigroup shall permit
PHPNJ to have access to the premises where the Computer Equipment is located
for the purpose of inspection at any reasonable time during normal business
hours.
4. Insurance. Medigroup, at its expense, shall maintain physical damage
and liability insurance insuring the Computer Equipment as it does on computer
equipment that it owns or leases. All such insurance shall (a) be in amounts,
with companies, and in such form as is acceptable to PHPNJ; (b) provide that
PHPNJ shall receive at least 30 days' advance notice of any material change in,
or cancellation of, such insurance; and (c) name PHPNJ as additional insured
and as sole loss payee. Medigroup shall provide PHPNJ with evidence of such
coverage.
5. Risk of Loss. Medigroup assumes the entire risk of loss of or damage
to the Computer Equipment from all causes until redelivery to PHPNJ. In the
event of loss or damage to any item of Computer Equipment, Medigroup shall, at
its expense (except to the extent of any insurance proceeds that have been
received by PHPNJ), and at PHPNJ's direction, either (a) repair such item to
its original condition, (b) replace such item with a like item acceptable to
PHPNJ of equivalent value by conveying title thereto to PHPNJ, free and clear
of all liens, or (c) pay PHPNJ the fair market value of such Item immediately
prior to such event of loss or damage.
6. Indemnification. Medigroup hereby indemnifies and holds harmless
PHPNJ from and against any and all liability, claims, damages or losses
(including reasonable attorneys' fees and costs) arising out of this Agreement,
including, without limitation, Medigroup's use of the Computer Equipment
hereunder. PHPNJ hereby indemnifies and holds harmless Medigroup from and
against any and all liability, claims, damages or losses (including reasonable
attorneys' fees and costs) arising out of this Agreement, including, without
limitation, PHPNJ's use of the Computer Equipment prior to the date hereof.
7. Term and Termination. The term of this Agreement shall commence on
the date hereof, and, unless terminated sooner pursuant to this Agreement,
shall expire upon the first to occur of the termination or expiration of the
Management Agreement. If Medigroup fails to perform any of its obligations
hereunder and such failure continues for a period of thirty (30) days after
written notice thereof, PHPNJ may (a) terminate this Agreement upon ten (10)
days' prior written notice to Medigroup; (b) require Medigroup to assemble and
return the Computer Equipment in accordance hereof or to make the same
available for repossession by PHPNJ; (c) recover from Medigroup all expenses
incurred in enforcing this Agreement; and/or (d) avail itself of any other
remedies available to it at law or in equity (including specific performance).
All such remedies are cumulative and may be exercised concurrently or
separately. No failure by PHPNJ to exercise, and no delay in exercising, any
right or remedy shall constitute a waiver thereof. A default hereunder shall
not constitute a default under that certain Agreement dated as of June 26, 1997,
among PHPNJ, Medigroup, Medigroup, Inc. and Blue Cross and Blue Shield of New
Jersey, Inc. or under that certain Management Services Agreement dated as of
June 26, 1997, between PHPNJ and Medigroup.
8. Notices. All notices hereunder shall be in writing and shall be
deemed given when hand delivered, sent by overnight courier that provides
confirmation of delivery, telefaxed with voice confirmation and receipt
confirmed, or deposited in the United States mail, certified mail, return
receipt requested, postage prepaid, addressed as follows:
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To PHPNJ, at: Physician Healthcare of New Jersey, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxx, M.D.
Chairman of the Board
Fax: (000) 000-0000
To Medigroup, at: Medigroup of New Jersey, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxx Xxxxxx
Fax: (000) 000-0000
or to such other address or to such other person as may be designated by notice
given from time to time by one party to the other.
9. Miscellaneous. In the event that any provision of this Agreement is
for any reason held to be invalid, illegal or unenforceable, in whole or in part
or in any respect, then such provision only shall be deemed null and void and
shall not affect any other provision hereof, and this Agreement shall be
construed in all respects as if such invalid or unenforceable provisions were
omitted. The headings used herein are for convenience only. This Agreement may
be executed in any number of counterparts, each of which shall be considered an
original and all of which taken together shall constitute one and the same
instrument. This Agreement constitutes the entire agreement of the parties
regarding the subject matter hereof and completely and fully supersedes any and
all other prior agreements, both written and oral, between the parties relating
to the subject matter hereof. This Agreement cannot be modified except in
writing signed by both parties. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New Jersey, without
reference to its conflict of laws rules. This Agreement shall inure to the
benefit of and shall be binding on Medigroup and PHPNJ and their respective
successors and permitted assigns. This Agreement may not be assigned by either
party without the prior written consent of the other party hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
MEDIGROUP OF NEW JERSEY, INC. PHYSICIAN HEALTHCARE PLAN OF
NEW JERSEY, INC.
By: By:
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Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxxx, M.D.
Executive Vice President Chairman of the Board
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EXHIBIT A
COMPUTER EQUIPMENT
QUANTITY DESCRIPTION SERIAL NUMBER
-------- ----------- -------------
2 Equipment Cabinet N/A
Color Blue
Plex door front, no rear door,
Pair side panels, top fan, 3
Shelves and one 6 ft. power
Strip
1 SHIVA PE202549
Lan Rover/E Plus
2 3COM 0201/76WV160509
LinkBuilder FMS II 24pot 0201/76WV160409
2 APC S95070171171
Smartup 2200 S95070171072
2 COMPAQ 6535HNF10438
Proliant 1500 6539HNF10189
1 COMPAQ 6535HNM10149
Proliant Fast wide SCSI2
with (5) 2.1 gb SCSI Drives
1 COMPAQ 6535HNM10104
Proliant Fast wide SCSI 2
with (1) 2.1 gb SCSI Drive
2 COMPAQ 53041409A189
Monitor 53041409A180
2 COMPAQ 1NQ39BV03726
Keyboard 1GD34CC15293
1 COMPAQ A521HNB5E667
Prolinea 575 CPU. Keyboard,
Mouse
QUANTITY DESCRIPTION SERIAL NUMBER
-------- ----------- -------------
1 COMPAQ D530HNY3D161
Prolinea 5100 CPU, Keyboard,
mouse
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3 VIEWSONIC J244718843
17" Monitor J250325750
J251339437
0 XXXX
00" Xxxxxxx X0000XX
1 COMPAQ D451HNE25609
Prolinea 4/66 CPU keyboard,
mouse
1 VIEWSONIC J250325750
17" Monitor
SOFTWARE PACKAGES
File Server:
Novell NetWare 3.12 250 user license
Mcafee Netshield virus scan
Cheyenne Arcserve-tape backup system
OnTime Calendaring
Workstations
Windows 3.1 and 3.11
Microsoft Office 4.3
Word
Excel
PowerPoint
Access
Lotus 1-2-3
Sweetpro Physicians tracking system
Reflections-Acordia communications
Freedom-Financial reporting system
WordPerfect
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