EXHIBIT 10.25
Confidential Information
October 30, 1997
Mr. Xxxx Xxxxxx
Chairman and Chief Executive Officer
Endeavor Technologies, Inc.
0000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000
Dear Xx. Xxxxxx:
This letter sets forth our agreement for creating and hosting a web site for
your company:
1. Host Web Site. HealthGate will design, develop, and host Endeavor's
healthcare Internet initiative, currently know as the EPIC Web Site,
establishing links, as reasonably defined by Endeavor, to the Premiere
site (for the Virtual Receptionist) or other applicable sites. Hosting
includes maintaining appropriate bandwidth, storage space, and access
speed to insure timely access to information. Endeavor and HealthGate
agree to cooperate on the design of the Web Site. The EPIC Web Site will
be released on January 1, 1998, pending the cooperation of both parties in
fulfilling the terms of this letter agreement. In the event that Endeavor
wishes to move its web site from HealthGate's server, Endeavor shall give
HealthGate 30 days written notice of such move. HealthGate agrees to
provide to Endeavor one copy of Endeavor's web site on magnetic tape and
will cooperate with Endeavor in moving its site. In the event that
Endeavor elects to move its site from HealthGate's server, Endeavor shall
not be entitled to a rebate of any of the fees set forth in paragraph 7 of
this Letter Agreement.
2. Private Label. HealthGate will provide private label access for clients of
EPIC to the following content sources and/or services: MEDLINE, AIDSLINE,
AIDSDRUGS, AIDSTRIALS, HealthSTAR, Medical Software Reviews, DPH:
Diagnostic Procedures, DIH: Drug Information (or US Pharmacopoeia), EMBASE
Cardiology Consultant, Reuters Medical News, BIOETHICSLINE, CANCERLIT,
Healthy Eating, Healthy Man, Healthy Woman, Healthy Sexuality, Healthy
Parenting, Wellness Center family, Detwiler Directory, MDX Health Digest,
and AgeLine. Access will be provided via the EPIC Web Site hosted by
HealthGate.
3. EPIC2 Service. HealthGate will host the EPIC2 Web Site for Endeavor. EPIC2
will provide links to non-medical content sources available elsewhere on
the Web, such as stock quotes, sports, news, etc. Endeavor will contact
and negotiate contractual terms with the providers of these services. All
royalty fees for these services will be the responsibility of Endeavor.
HealthGate agrees to maintain, update, and serve as technical contact with
the content providers for all EPIC2 services. In Year 1, HealthGate shall
recommend methods to insure that the look and feel of each of the services
in EPIC2 retains the look and feel of the EPIC site. Such methods may
include linking to the content on the provider's site and utilizing frames
around the information. HealthGate shall also provide usage statistics to
Endeavor for the EPIC2 service so that both parties can evaluate whether
or not content on EPIC2 should be loaded locally on the EPIC Web Site
hosted by HealthGate. Such usage statistics require the cooperation of the
EPIC2 content providers. HealthGate further agrees to recommend to
Endeavor content sources that may be appropriate for inclusion in EPIC2.
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Endeavor agrees to include HealthGate in discussions with prospective
EPIC2 content providers to insure compatibility with the EPIC2 Web Site.
HealthGate will have the option of providing access to EPIC2 to the
customers of its Web Site located at xxx.xxxxxxxxxx.xxx in exchange for
fees, which shall be mutually agreed upon.
4. Topics; ReADER Search Engine. HealthGate will create "Topics," and subject
areas within each Topic, on subjects of interest to target markets.
Endeavor will assist HealthGate to identify potential Topics. HealthGate
will create the Topics, the subjects found within, maintain the areas, and
update the Topics on a regular basis. Topics do not require that the user
search a database, but present the user with current information on
subjects of interest to the target markets. The user will then link to
more detailed information on each subject from each Topic. In addition to
Topics, the option to search all content sources, utilizing HealthGate's
ReADER technology, will be provided.
5. Awareness Service. HealthGate will create a current awareness service for
clients of EPIC, alerting all registered users that new information has
been added to Topics of interest. HealthGate and Endeavor agree to work
jointly on developing the screens and interface necessary to deliver this
information to EPIC users. All technical work will be performed by
HealthGate.
6. Statistics. HealthGate agrees to provide usage statistics for both EPIC
and EPIC2 to Endeavor for the purposes of evaluation. Statistics shall
include that information reasonably required by Endeavor for registration,
such as zip code, name, institution, state, etc. HealthGate shall also
provide, when requested by Endeavor, information collected (when possible)
on the Internet domain from which the user reaches EPIC (i.e. America
Online, ISP, CompuServe, etc.), type of browser used by the customer, type
of computer and operating system used by Customer, and breakdowns on
adverting banners and click-through to advertiser by Customer.
7. Fees and Expenses. Endeavor will remit to HealthGate a fee of $375,000 in
Year 1 to partially cover the costs of the tasks noted in 1, 2, 3, 4, 5,
and 6 above, which includes developing, maintaining, and providing access
to the EPIC site and to partially cover the costs of providing access to
the private-labeled content. HealthGate's fees to the content providers
for the services noted in paragraph 2 above are a combination of flat rate
subscription models and variable costs. HealthGate agrees that, for the
content sources noted in paragraph, HealthGate shall be responsible for
all royalty payments to content providers, even if royalty payments exceed
the fees noted here. HealthGate reserves the right to replace any of these
content sources with a comparable source if HealthGate should lose the
right to offer the source from the provider or there is a substantial
increase in licensing fees. The fee for Year 1 shall be payable in two
equal payments: 50% at signing of the contract and 50% upon release of the
EPIC site. The fee in Year 2 will be $281,250, payable in two equal
payments: 50% at one year from signing of the contract and 50% within 60
days thereafter.
8. Additional Topics; Transaction Services and Customized Content
Development.
(a) Additional Topics. Additional Topics may be created and added to the
Web Site upon mutual agreement of the parties.
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Confidential Information
(b) Transaction Services. HealthGate will make available to EPIC users, on
either a subscription or Transaction basis, other services not available
as part of the free EPIC service. Endeavor will receive 20% of the charge
to the user collected by HealthGate for these services. The initial annual
fees for such content sources, which may be modified from time to time,
are estimated to be as follows:
EMBASE Anesthesiology Consultant $1.50 each reference
EMBASE Drugs and Pharmacology Consultant $1.50 each reference
EMBASE Gastroenterology Consultant $1.50 each reference
EMBASE Immunology and AIDS Consultant $1.50 each reference
EMBASE Nephrology Consultant $1.50 each reference
EMBASE Neurosciences Consultant $1.50 each reference
EMBASE Obstetrics and Gynecology Consultant $1.50 each reference
EMBASE Pathology Consultant $1.50 each reference
EMBASE Pediatrics Consultant $1.50 each reference
EMBASE Psychiatry Consultant $1.50 each reference
EMBASE Radiology and Nuclear Medicine Consultant $1.50 each reference
PsycINFO $0.75 each reference
Complete Guide to Medical Tests $2.00 each reference
Complete Guide to Pediatric Symptoms, Illness &
Medications $2.00 each reference
Complete Guide to Prescription and
Non-Prescription Drugs $2.00 each reference
Complete Guide to Sports Injuries $2.00 each reference
Complete Guide to Symptoms, Illness & Surgery $2.00 each reference
Drugs, Health and Nutrition During Pregnancy $2.00 each reference
New Our Bodies, Ourselves $29.95 annually
Vitamins, Minerals, Herbs and Dietary Supplements $2.00 each reference
Well-Connected Consumer Health Reports $2.00 each reference
HealthGate agrees to provide Endeavor, when possible, with unlimited price
quotes for the above sources currently available via transaction only.
Endeavor and HealthGate agree that there is no guarantee that an unlimited
price for these content sources will be made available.
HealthGate agrees to provide Endeavor with transaction fee based access to
Continuing Medical Education (CME) programs. HealthGate agrees to provide
Endeavor, when possible, with unlimited price quotes for the CME programs
for use by EPIC users. Endeavor and HealthGate agree that there is no
guarantee that an unlimited price for CME programs will be made available.
Endeavor and HealthGate further agree that HealthGate may not offer CME
programs via private label at this time.
Other content sources available from HealthGate may be added from time to
time upon mutual agreement of the parties.
(c) Customized Customer Content. HealthGate shall add content sources not
available from HealthGate to EPIC upon Endeavor's payment of integration
and licensing fees. Endeavor shall negotiate the rights for such services
and be responsible for any licensing or royalty fees associated with said
content. Outside consultants may be used upon mutual agreement of the
parties.
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Confidential Information
9. Discussion Groups; Chat Rooms. HealthGate agrees to provide the ability
for EPIC users to participate in either discussion groups or in Chat
sessions. HealthGate further agrees to provide Endeavor with
recommendations on the type of service to be offered based upon the
requirements set forth by Endeavor. The fees to Endeavor for partially
covering the costs of offering discussion groups are as follows: 1)
software, set-up, and development: $4,000; 2) annual maintenance for each
discussion group: $2,000. The fees to Endeavor for partially covering the
costs of offering Chat sessions are as follows: 1) software, set-up, and
development: $10,000; 2) annual maintenance for each Chat Room: $2,500.
Endeavor shall be solely responsible for monitoring each chat room and
assuring compliance by users with the terms of use established for such
Chat Room.
10. Advertising; Sponsorship. HealthGate agrees to provide Endeavor with space
available advertising, at no cost, on the HealthGate site to promote
Endeavor's telecommunications products. Either party will have the ability
to place advertising or sponsorship on the EPIC site. All advertising and
sponsorship revenue (collectively called 'advertising') associated with
the EPIC site, regardless of the party who places the advertising, will be
split as follows: Endeavor will receive 80% of all advertising revenue,
after expenses which shall not exceed 25%, until Endeavor recovers the
fees noted in 7 above. After Endeavor reaches this level of advertising
revenue, all future advertising revenue will be split as follows: the
party placing the advertising will receive 60% of the revenue after
expenses, which shall not exceed 25%, with the other party receiving 40%.
Endeavor will retain the right to approve any advertising placed by
HealthGate on the EPIC service. Both parties agree to renegotiate the
split on advertising revenue at the end of Year 1.
11. Act as Reseller; Intranets. Endeavor shall have the option of reselling to
hospital and/or institutional clients, the right to access various content
sources available through HealthGate. Each hospital and institutional
client shall be defined as a single site. The initial annual fees for such
content sources are estimated to be as follows:
Databases ([C] denotes Consumer oriented content)
Currently Available
AgeLine $3,000
AIDSDRUGS $1,000
AIDSLINE $3,000
AIDSTRIALS $1,000
BIOETHICSLINE $3,000
CANCERLIT $5,000
Detwiler's Directory of Health and Medical
Resources $5,000
EMBASE Anesthesiology Consultant In Negotiation
EMBASE Cardiology Consultant $35,000 - $40,000
estimated
EMBASE Drugs and Pharmacology Consultant In Negotiation
EMBASE Gastroenterology Consultant In Negotiation
EMBASE Immunology and AIDS Consultant In Negotiation
EMBASE Nephrology Consultant In Negotiation
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Confidential Information
EMBASE Neurosciences Consultant In Negotiation
EMBASE Obstetrics and Gynecology Consultant In Negotiation
EMBASE Pathology Consultant In Negotiation
EMBASE Pediatrics Consultant In Negotiation
EMBASE Psychiatry Consultant In Negotiation
EMBASE Radiology and Nuclear Medicine
Consultant In Negotiation
HealthSTAR $3,000
MDX Health Digest [C] $3,000
MEDLINE $21,000
PsycINFO In Negotiation
In Development
CINAHL $5,000
HCIA Cost Report Database $15,000
HCIA DRG Summary Database $15,000
HCIA Health Care Professionals Database $15,000
HCIA Managed Care Database [C] $15,000
HCIA Medical Rehabilitation Facilities
Database [C] $15,000
HCIA National Inpatient Profile Database In Negotiation
HCIA National Link Study In Negotiation
HCIA National Outpatient Profile Database In Negotiation
HCIA Nursing Home Database [C] $15,000
HCIA Retirement Facilities Database [C] $15,000
Full-Text Information Sources
Complete Guide to Medical Tests [C] $3,000
Complete Guide to Pediatric Symptoms, Illness
& Medications [C] $3,000
Complete Guide to Prescription and
Non-Prescription Drugs [C] $3,000
Complete Guide to Sports Injuries [C] $3,000
Complete Guide to Symptoms, Illness &
Surgery [C] $3,000
DPH: Diagnostic Procedures $10,000 estimated
DIH: Drug Information $30,000 estimated
Drugs, Health and Nutrition During Pregnancy [C] $3,000
HealthGate Healthy Eating [C] $12,000
HealthGate Healthy Parenting [C] $12,000
HealthGate Healthy Man [C] $12,000
HealthGate Healthy Sexuality [C] $12,000
HealthGate Healthy Woman [C] $12,000
Medical Software Reviews $12,000
New Our Bodies, Ourselves [C] $3,000
Vitamins, Minerals, Herbs and Dietary
Supplements [C] $3,000
Well-Connected Consumer Health Reports [C] $9,000
In Development
Adult Health Advisor [C] $12,500
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Behavioral Health Advisor [C] $12,500
Pediatric Advisor [C] $12,500
Senior Health Advisor [C] $12,500
Women's Health Advisor [C] $12,500
12. Corporate Accounts. Endeavor shall have the option of reselling to
corporations, as Corporate Wellness Programs, the following packages on a
per member per month basis. HealthGate and Endeavor agree to establish a
per member per month pricing schedule for different sized corporations.
The contents of each program and the initial annual minimum fees per
Corporate Wellness Program for each package are estimated to be as
follows:
Package 1: $5,000
HealthGate Wellness Centers
Healthy Eating
Healthy Man
Healthy Parenting
Healthy Sexuality
Healthy Woman
MEDLINE
Package 2: $30,000
Package 1, plus
Complete Guide to Medical Tests
Complete Guide to Pediatric Symptoms, Illness & Medications
Complete Guide to Prescription and Non-Prescription Drugs
Complete Guide to Sports Injuries
Complete Guide to Symptoms, Illness & Surgery
Drugs, Health and Nutrition During Pregnancy
MEDLINE
New Our Bodies, Ourselves
Vitamins, Minerals, Herbs and Dietary Supplements
MDX Health Digest
Package 3: $95,000
Package 2, plus
Adult Health Advisor
Behavioral Health Advisor
Pediatric Advisor
Senior Health Advisor
Women's Health Advisor
CANCERLIT
HCIA Managed Care Database
HCIA Medical Rehabilitation Facilities Database
HCIA Nursing Home Database
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Confidential Information
HCIA Retirement Facilities Database
13. New Business; Commission Rates. For all new business that either party
brings to the other party, the referring party will receive a fee of 20%
of the final negotiated price for the first year. For example, if Endeavor
brings to HealthGate a hosting contract for a third party or a content
sale, Endeavor would receive 20% of the final negotiated sale price
between HealthGate and the third party. Payment of commissions will be
made only out of funds received in excess of 80% of billed revenues.
14. Non-competition. In the event that HealthGate is acquired by a direct
competitor of Endeavor as such term is mutually agreed upon by the parties
and set forth on Exhibit A, which may be amended by mutual agreement of
the parties from time to time, to this Letter Agreement, then Endeavor may
upon 180 days written notice to HealthGate terminate all agreements
between the parties. In the event of such a termination, all parties will
reasonably cooperate with the other in transferring the software and
operations to Endeavor (provided HealthGate shall not be obligated to
transfer any hardware to Endeavor, or any software not exclusively
developed for Endeavor). In the event that specific software is developed
exclusively for Endeavor by HealthGate for use on the EPIC site and paid
for by Endeavor at HealthGate's normal consulting rates, both parties
agree to negotiate a license fee to allow HealthGate to use said software
in other applications. If HealthGate and Endeavor can not mutually agree
upon a reasonable price such matter shall be subject to arbitration.
15. Non-solicitation of Customers and Employees. Each party agrees during the
term of this Letter Agreement and further agrees that for a period of one
(1) year after its termination, it shall not directly or indirectly:
(i) Make known to any person, firm or corporation the names and
addresses of any of the customers of the other party or any
other information pertaining to them.
(ii) Solicit any customer of the other party for the purpose of
providing a service or product which is the same type of
service or product offered by the other party, or provide such
a product or service to any party which has been a customer of
the other party within the past 12 months, provided, however,
either party's advertising, general promotion, or direct mail
shall not be a violation of this provision. These
non-solicitation and non-competition restrictions shall not
apply if, and to the extent that, either party exits the
market for a particular product or service.
(iii) Solicit for employment or assist others in employing, any
individual who is an employee of the other party, for the
purpose of providing services that are the same or similar to
the types of services offered or provided by the other party.
16. Intellectual Property Rights; Royalty-Free Licenses. Except for those
rights and interests specifically provided for in this Letter Agreement,
HealthGate retains all right, title and interest in and to the Information
and all other material and property of HealthGate provided to
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Confidential Information
Endeavor under this Letter Agreement. To the extent that HealthGate
provides to Endeavor any software, HealthGate agrees to provide Endeavor
with a royalty-free non-exclusive license in perpetuity to use the
Software, in machine-readable object code, solely for Endeavor's business
purposes and not for sale or commercial distribution. Endeavor shall have
the right to reproduce for internal use all of the Software and
Documentation provided to it by HealthGate subject to the restrictions on
use and disclosure set forth in this Letter Agreement. HealthGate shall
provide to Licensee one copy of the Software, in machine-readable object
code, solely for Endeavor's use. Licensee shall not have the right to
receive or use the source code of the Software.
17. Confidentiality. With respect to Confidential Information the parties
agree as follows:
(a) "Confidential Information" shall mean any information, data or
materials obtained by one party (the "Receiving Party"" from, or
disclosed to such party by, the other party, or its customers (the
"Disclosing Party"), which information, data or materials relate to
the past, present or future business activities of the Disclosing
Party, or any of its subsidiaries, affiliates or customers,
including methods, processes, strategies, financial data and
projections, customer names, account numbers and customer data.
"Customer Information" shall not include, however, such information
as:
(i) is previously known to the Receiving Party, free of any
obligation to keep it confidential;
(ii) was in the public domain prior to disclosure to the Receiving
Party, or which after such disclosure comes into the public
domain through no fault of the Receiving Party.
(iii) is lawfully obtained by the Receiving Party from a third party
who, in making such disclosure, breaches no obligation or
confidence; or is independently developed by the Receiving
Party without substantial effort and expense.
(b) Restrictions
(i) Receiving Party shall not disclose any Confidential Information
to third parties for two (2) years following the date of its
disclosure by Disclosing Party to Receiving Party, except to
Receiving Party's consultants as provided below. However, Receiving
Party may disclose Confidential Information in accordance with a
judicial or governmental order, provided Receiving Party shall give
Disclosing Party reasonable notice prior to such disclosure and
shall comply with any applicable protective order or equivalent.
(ii) Receiving Party shall take reasonable security precautions, as
least as great as the precautions it takes to protect its own
confidential information, to keep confidential the Confidential
Information. Receiving Party may disclose Confidential Information
only to Receiving Party's employees or consultants on a need-to-know
basis. Receiving Party will have executed or shall execute
appropriate written agreements with its employees and consultants
sufficient to enable it to comply with the provisions of this
Agreement.
(iii) Confidential Information may be disclosed, reproduced,
summarized or distributed only in pursuance of Receiving Party's
business relationship with Disclosing Party and only
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as otherwise provided hereunder. Receiving Party agrees to segregate
all such Confidential Information from confidential materials of
others to avoid commingling.
(iv) Receiving Party may not reverse engineer, de-compile or
dissemble any software disclosed to Receiving Party.
18. Warranty
(a) HealthGate hereby warrants that the Information contained currently on
the HealthGate web site or to be procured by HealthGate for its use and
provided on the EPIC site ("Information") does not infringe any copyright
or other right of third parties. In the event of a breach of the foregoing
warranty, HealthGate agrees to indemnify, defend and hold harmless
Endeavor and its customers from and against any and all claims, actions,
losses, damages, and expenses, including reasonable attorneys' fees,
arising from any claim that any Information furnished by HealthGate
hereunder constitutes an infringement of any copyright or other
intellectual property right.
(b) HealthGate warrants that the EPIC site will be managed to the same
standards and quality of service that HealthGate manages its own site
located at xxx.xxxxxxxxxx.xxx. The HealthGate site is currently available
greater than 98% of available up-time, excluding regularly scheduled
maintenance.
(c) HEALTHGATE WARRANTS THAT THE INFORMATION, AND OTHER MATERIALS
FURNISHED UNDER THIS LETTER AGREEMENT, ARE FORMULATED WITH A REASONABLE
STANDARD OF CARE AND IN CONFORMANCE WITH PROFESSIONAL STANDARDS. HOWEVER,
BOTH PARTIES AGREE THAT HEALTHGATE HAS NOT AND WILL NOT INDEPENDENTLY
VERIFY ANY OF THE INFORMATION PROVIDED TO IT BY ITS LICENSORS AND
THEREFORE IT IS NOT RESPONSIBLE FOR ANY INACCURACIES OR OMISSIONS IN SUCH
INFORMATION. ACCORDINGLY, HEALTHGATE, ITS AFFILIATES, AND AGENTS CANNOT
AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE
INFORMATION AVAILABLE ON HEALTHGATE OR ANY OTHER INFORMATION WHICH IS
REFERENCED OR LINKED TO ANY WEB SITE.
(d) Endeavor warrants that each of its customers shall have entered into
an agreement which provides that the customer shall not duplicate in hard
copy or machine readable form the Information, except that the Information
may be duplicated for the internal use of the customer. Endeavor further
represents and warrants that it has taken those commercially accepted
steps as may be reasonable and prudent to protect the Information and
HealthGate from use by third parties who attempt to gain access via the
Internet without subscribing to HealthGate including firewall and password
protection. In no event shall Endeavor be liable to any party for
unauthorized access to the Information or HealthGate in the event such
access could not have been reasonably foreseen by Endeavor.
19. Indemnity
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(a) Each party agrees to indemnify, defend and hold harmless the other
party and its successors, officers, directors, employees and assigns from
and against any and all actions, causes of action, claims, demands, costs,
liabilities, expenses (including reasonable attorneys' fees) and damages
("Liabilities") resulting from the indemnifying party's material breach of
any duty, representation or warranty of this Agreement except where
Liabilities result from the gross negligence or willful misconduct of the
other party.
(b) If either party requests indemnification pursuant to this paragraph
("requesting party"), it will give notice to the other party from which
indemnification is requested ("requested party") promptly after the
receipt of any claim that may be indemnifiable hereunder and afford the
requested party the opportunity to control the defense and approve any
compromise, settlement, litigation or other resolution or other
disposition of such claim except that the requesting party will have
reasonable approval as to any settlement. The requesting party agrees to
cooperate fully with the requested party at the requested party's expense
in defending or settling any claim.
20. Effective Date. This Letter Agreement shall become effective as of the
date first written above and shall remain in effect for a period of two
years ("Initial Term") unless it is canceled by either party. This
Agreement shall be automatically renewed on an annual basis thereafter
unless one party advises the other in writing at the address first
mentioned above by registered mail at least 180 days prior to the end of
the Initial Term or any renewal period that it elects not to renew this
Agreement, or wishes to renegotiate the terms of this Agreement.
21. Cancellation Either party shall be entitled to cancel this Agreement for
cause by giving notice in writing by registered mail to the other party
that the other party has failed to meet or is apparently unable or
unwilling to meet one or more of the material obligations of this
Agreement. In such a case, the other party will have 30 (thirty) days to
meet the stated obligation(s) and, if it does not do so, this Agreement
will be canceled effective the last day of the 30 (thirty) day period. In
the event this Letter Agreement is terminated in the first year by
Endeavor for other than HealthGate's material breach no refund will be
made of any fee paid under paragraph 7 of this Letter Agreement. After the
first year Endeavor will be entitled to a pro-rata refund of any amounts
paid but not yet due and owed under this Letter Agreement.
22. Post-Termination Activities. Upon termination or cancellation of this
Letter Agreement all obligations and rights under this Letter Agreement
will end on the effective date of the termination or cancellation with the
following exceptions:
(i) Endeavor's EPIC clients shall continue to have private label access
to the content sources and/or services provided by or through
HealthGate hereunder for the entire term for which Endeavor has made
payment for such content and/or services.
(ii) The commissions referred to in paragraphs 8 (b) and 13 shall be
paid; and
(iii) The provisions of paragraphs 14, 15, 16, 17, 18, and 19 shall
survive the termination of this letter agreement.
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23. Force Majeure. Neither party shall be responsible or liable or deemed to
be in default for delays or failures in performance under this Letter
Agreement resulting directly or indirectly from causes beyond the control
of either party in the exercise of reasonable, prudent business practices.
Such causes shall include Acts of God, lockouts, labor actions, riots,
acts of war, epidemics, government regulations subsequently imposed, fire,
earthquakes, or other natural disasters.
24. Entire Agreement, Amendment, No Assignment, Waiver. This Letter Agreement
sets forth the entire understanding of the parties on the subject matter
hereof, and supersedes all previous oral or written representations or
agreements relating to the rights and duties provided for herein, and this
Letter Agreement may not be modified or amended except by written
agreement of the parties. This Letter Agreement is personal to HealthGate,
and HealthGate, shall not without the prior written consent of Endeavor
assign, sub-license, or otherwise transfer this Letter Agreement or any
rights or benefits hereunder to any other person, firm or corporation. The
failure of either party to enforce or exercise, at any time or for any
period of time, any term of this Agreement does not constitute, and shall
not be construed as, a waiver of such term and shall in no way effect that
party's later right to enforce it.
25. Invalidity. The invalidity of individual terms and conditions within this
Letter Agreement shall not result in the invalidity of the whole Letter
Agreement. The parties hereto agree to replace any invalid provision by
some other, being as similar as possible in its economic and/or technical
effects as the original provision.
26. Independent Contractors The relationship of the parties is that of
independent contractors, and no agency, employment, partnership, joint
venture, or any other relationship is created by this Letter Agreement.
27. Notices. Any notice or other communication required or allowed under this
Letter Agreement shall be in writing and delivered by registered mail or
by facsimile. Mailed or transmitted notices shall be sent to the parties
at the addresses set forth above, or to such other address as the parties
may designate by notice given pursuant to this paragraph.
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Very truly yours,
HealthGate Data Corp.
By: /s/ Xxxx Xxxxxx
------------------------
Xxxx Xxxxxx
Vice President
Agreed and Accepted:
Endeavor Technologies, Inc.
By: /s/ X. Xxxxxxx Xxxxxx
------------------------
Name: X. Xxxxxxx Xxxxxx
----------------------
Title: COO
---------------------
Date: 11/5/97
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