Exhibit 10.10
Preferred Solution Partner Agreement
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This Preferred Solution Partner Agreement ("Agreement") is entered into as of
February __, 2001 ("Effective Date"), between x-XxxXxxx.xxx, a Nevada
corporation ("e-MedSoft") with headquarters at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx
000, Xxxxxxxxxxxx Xxxxx, XX. 00000, and Superior Consultant Company, Inc.
("Superior"), a Michigan Corporation, with headquarters at 0000 Xxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000.
RECITALS
A. On or about January 12, 2000, Superior and VidiMedix, Inc.
("VidiMedix") entered into a Distribution and Service Agreement ("DSA"),
together with a Master Service Agreement, and VidiMedix issued to Superior a
Stock Warrant, each of which were incorporated into the DSA. The DSA, the Master
Service Agreement and the Stock Warrant shall be collectively referred to as the
"Prior Agreement."
B. In June 2000, e-MedSoft acquired VidiMedix, Inc and succeeded to
VidiMedix's interest in the Prior Agreement.
C. Superior and e-MedSoft each desire to terminate the Prior Agreement,
release all claims that either of them may have against the other arising out of
the Prior Agreement, and enter into this Agreement.
D. Superior is a healthcare consulting firm providing integrated
management and information technology consulting, systems integration,
outsourcing, Digital Trust(TM), and e-commerce services (collectively "Superior
Offerings") to all segments of the health industry, including integrated
delivery networks, hospitals of all sizes, physician groups, physician/hospital
organizations, ambulatory centers, allied healthcare professionals, employers
and employer coalitions, HMOs and other managed care organizations,
pharmaceutical companies, biotechnology organizations, insurance companies and
other payers, healthcare consumers, and healthcare information systems suppliers
(collectively "Healthcare Entities").
E. e-MedSoft is a provider of software products to Healthcare Entities.
These products, together all future versions, enhancements, modifications and/or
derivatives of them, and any new e-MedSoft software introduced during the Term
of this Agreement will be referred to as the e-MedSoft Offerings.
F. The parties desire to provide to each other certain services on the
terms described herein.
AGREEMENT
THEREFORE, in consideration of the mutual promises set forth below, the
parties agree as follows:
1. DEFINITIONS. As used herein, capitalized terms shall have the
following meanings:
1.1 "Alliance Plan" means the business, marketing and implementation
plan more particularly described in Section 5 below, as and when agreed
upon between the parties and as amended from time to time during the
Term in accordance with the process described in Section 5.
Preferred Solution Partner Agreement
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1.2 "Direct Services" means the Superior Offerings provided by Superior
to e-MedSoft, under the terms of the MSA, but excluding Implementation
and Support Services or other services provided as a subcontractor to
e-MedSoft.
1.3 "Healthcare Entity" is defined in Recital D above.
1.4 "e-MedSoft Offerings" is defined in Recital E.
1.5 "Client" means a Healthcare Entity which is an actual or
prospective purchaser of the Offerings of a party prior to or during
the Term of this Agreement.
1.6 "Implementation and Support Services" means services provided by
Superior to customers of e-MedSoft for the implementation and support
of e-MedSoft Offerings as a subcontractor to e-MedSoft pursuant to the
MSA.
1.7 "Introduced Client" means a Healthcare Entity Introduced by one
party to the other.
1.8 "Introduction" means the introduction, participation in
presentation, follow up or other activities to performed by one party
in the submission of the other party's Offerings to a Healthcare
Entity. An Introduction may be a "Superior Introduction", if Superior
is the introducing party, or an "e-MedSoft Introduction," if e-MedSoft
is the introducing party.
1.9 "Master Service Agreement" or "MSA" means the Master Services
Agreement by and between e-MedSoft and Superior, attached as Exhibit
1.9.
1.10 "Referral Fee" means the fees paid by e-MedSoft to Superior
pursuant to Section 4.1(a).
1.11 "Resulting Contract" means any contract for the purchase of an
Introduced party's Offerings by an Introduced Client within twelve
months of an Introduction by the Introducing party, provided that if
the Introduced party has a prior documented relationship with the
Introduced Client, then the Introducing party shall bear the burden of
demonstrating that its Introduction was of material assistance in order
to qualify as a Resulting Contract.
1.12 "Revenues" means: (i) in the case of e-MedSoft, all revenues, less
taxes, actually received by e-MedSoft under an e-MedSoft Resulting
Contract, but excluding amounts paid to Superior as a subcontractor of
e-MedSoft; and (ii) in the case of Superior, all professional fees
actually received by Superior for the Superior Offerings (but excluding
any portion of such fees representing Superior's out of pocket expenses
and other amounts payable to third parties, amounts payable to
e-MedSoft, maintenance fees, taxes, refunds, and rebates), under a
Resulting Contract.
1.13 "Superior Offerings" is defined in Recital A above.
2. TERM.
This Agreement will begin on the Effective Date and terminate four (4)
years from the Effective Date (the "Term") unless terminated earlier as
described below. Each annual
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period during the Term commencing on the Effective Date and each
anniversary thereafter will sometimes be referred to as a "Contract
Year."
3. SERVICES.
3.1 PREFERRED STATUS OF E-MEDSOFT. Superior hereby designates e-MedSoft
as a member of Superior's Preferred Solution Partner Program. Superior
will so identify e-MedSoft on its website and other materials and
activities in which it identifies members of that program.
3.2 SUPERIOR DEMAND-GENERATION ACTIVITIES. Pursuant to the terms and
conditions of this Agreement and the Alliance Plan, Superior will use
commercially reasonable efforts to market e-MedSoft Offerings to, and
to Introduce e-MedSoft to, appropriate Superior Clients. Subject to the
Alliance Plan, it is anticipated that Superior will focus its marketing
efforts on the following e-MedSoft Offerings: (i) MedReach Network
Medicine Solutions; (ii) MedMicroscopy Solutions; (iii) Telesynergy
Solutions; and (iv) Rx Audit Solutions.
3.3 E-MedSoft DEMAND-GENERATION ACTIVITIES. Pursuant to the terms and
conditions of this Agreement and the Alliance Plan, e-MedSoft will use
commercially reasonable efforts to market Superior Offerings to, and to
Introduce Superior to, appropriate e-Medsoft Clients.
3.4 SUPERIOR SERVICES. Superior will provide services Implementation
and Support Services and Direct Services to e-MedSoft pursuant to the
MSA attached as Exhibit 1.9. The specific services to be provided shall
be subsequently determined, provide that: (i) e-MedSoft shall purchase
not less than the Minimum Value of such Services, as defined in Section
12 of the MSA; (ii) e-MedSoft shall negotiate with Superior in good
faith regarding Superior providing Direct Services for the MedReach
and/or Telesynergy product lines; and (iii) Superior will be provided a
preferred opportunity to bid to provide Implementation and Support
services for the MEDUNET contract for Saudi Arabia.
3.5 SOLUTION CENTER. e-MedSoft will become a Member of Superior's
Solution Center pursuant to the terms of the Solution Center Membership
Agreement attached as Exhibit 3.5.
3.6 TRAINING. Each party will, at its expense, periodically provide
sales and/or technical training concerning its Offerings to appropriate
sales and technical personnel of the other.
4. COMPENSATION
4.1 REFERRAL FEES
(a) Superior Referral Fee
e-MedSoft shall pay to Superior a Referral Fee for each
e-MedSoft Resulting Contract, including any renewal or
modification of the Resulting Contract and any subsequent
agreements with that introduced Client equal to a percentage
of Revenues actually relied and received by e-MedSoft from the
Resulting Contract, as follows: (i) twenty percent (20%) of
the first ten million dollars ($10,000,000) of Revenues; and
(ii) twelve and one-half percent (12.5%) of Revenues in excess
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of $10,000,000. That is once the aggregate revenue for all
contracts and dealings exceeds $10MM, the fee due Superior
will be 12.5% regardless of the number clients. In no event is
any fee due from any other source than revenue actually
received by e-Medsoft. The mere contractual right of e-Medsoft
to revenue from a third party shall not trigger the payment of
any fees to Superior.
(b) e-MedSoft Referral fee
Superior shall pay to e-MedSoft a Referral Fee for each
Superior Resulting Contract, including any renewal or
modification of the Resulting Contract and any subsequent
agreements with that Introduced Client equal to a percentage
of Revenues actually realized and received by Superior from
the Resulting Contract, as follows: (i) zero percent (0%) of
the first two million dollars ($2,000,000) of Revenues; and
(ii) five percent (5%) of Revenues in excess of $2,000,000.
(c) PAYMENT. All Referral Fee shall be paid within thirty (30)
days of receipt of payment from the Introduced Client. Each
party's right to Referral Fees on Resulting Contracts shall
survive the termination of this Agreement, for a period of 12
months from the date of termination.
(d) AUDIT. The Introduced party agrees that Introducing party
or its authorized representative ("Auditor") shall have the
right to audit and inspect ("Audit") the Introduced party
books and records to verify the Introduced party determination
of Referral Fees. Audits may be conducted at any time during
or within two years after the termination of this Agreement.
The Introduced party shall keep all pertinent books and
records for at least that period. The Introduced party shall
provide the Auditors with any assistance they may reasonably
require in connection with such audits and inspections. Audits
shall be conducted in a manner that does not unreasonably
disrupt the Introduced party operations. Audits shall be
conducted at the auditing party's expense, except that if an
Audit finds that the Referral Fees owed exceed the Referral
Fees paid by at least five percent (5%), the audited party
shall also pay the auditing party's reasonable costs of audit.
The auditors shall report their findings in writing. If the
Audit finds a variance between the Referral Fees owed and the
Referral Fees paid, then, subject to the following sentences
of this subpart, any shortfall shall be paid, or any excess
refunded, as the case may be, within 30 days of delivery of
the auditors findings. Either party may contest the the
results of the audit by written notice specifying the amounts
disputed and the basis for dispute and delivered within 30
days of delivery of the auditors findings. In the event of a
contest, all undisputed amounts shall be immediately due, and
any disputed amounts shall be submitted to binding arbitration
in accordance with Section _, below.
(e) SURVIVAL. All rights to Referral Fees on Resulting
Contracts shall survive the termination of this Agreement and
shall continue for the full term of the Resulting Contract.
4.2 WARRANTS
e-MedSoft shall, on the Effective Date, issue to Superior a warrant, in
the form attached as Exhibit 4.2, to purchase 250,000 shares of
e-MedSoft common stock, exercisable six
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(6) months from the Effective Date (but Superior is not to sell more
than 5% of the average trading volume over the previous 5 trading days
on any single trading day). The warrant strike price shall be one
hundred and five percent (105%) of the average volume weighted average
price of the stock for the 20 trading days immediately preceding the
Effective Date of this agreement.
4.3 NO OTHER COMPENSATION
Except as provided in Sections 3 and 4, no compensation is owed to
either party for its activities under this Agreement, and each party
shall bear its own costs in connection with those activities, unless
otherwise agreed in writing.
5. ALLIANCE PROCESS, GOVERNANCE AND MANAGEMENT
5.1 Promptly upon the execution of this Agreement, the parties agree to
meet, discuss, negotiate in good faith and finalize an Alliance Plan
that sets forth a joint promotion plan and a service delivery plan for
the e-MedSoft Offerings and Superior Offerings, including the
development of marketing materials, identification of target clients
and markets, service and pricing models, budgets and projections, and
such other subjects as the parties deem appropriate to effectuate the
purpose of this Agreement. The Alliance Plan will also include mutually
developed guidelines, processes and procedures for: a) sales and
marketing communications; b) sales funnel management; c) client account
planning; and d) any other information which this Agreement
specifically requires to be set forth in the Alliance Plan. The parties
agree to apply such resources, time and personnel adequate to complete
the Alliance Plan within thirty (30) days of the Effective Date. The
Alliance Plan will be amended and updated from time to time during the
term hereof, but not less frequently than once in every Contract Year.
5.2 Each party will assign a named individual as its Relationship
Manager, to serve as the main liaison for contact and coordination of
activities between the two firms.
5.3 e-MedSoft and Superior will establish a Steering Group, consisting
of three executives from e-MedSoft and three from Superior. The
Steering Group will meet periodically to set overall direction, monitor
progress and resolve issues not resolved by the Relationship Managers.
6. TERMINATION
This Agreement may be terminated by either party for material breach by the
other party, in accordance with the following procedure: The party claiming
material breach shall provide the other party with a written notice of breach,
specifying in detail the act or omission claimed to constitute the material
breach. The other party shall then have thirty (30) days to cure the claimed
breach. If the breaching party does not cure the breach within the cure period,
then the other party shall be entitled to terminate this Agreement immediately
upon written notice to the other party.
7. NON DISCLOSURE
7.1 e-MedSoft and Superior recognize that in the course of performance
of this Agreement each of them may disclose Proprietary Information to
the other. The receiving party shall treat the disclosing party's
Proprietary Information as confidential
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and will exercise reasonable care to protect it, using not less than
the degree of care taken by the receiving party in the protection of
its own confidential information. Without the disclosing party's
permission, Proprietary Information will not be (i) disclosed to
anyone, unless required by law; or (ii) used for the receiving party's
personal benefit.
7.2 Proprietary Information means non-public information of the
disclosing party or its clients or prospects: (1) which the disclosing
party designates as such in writing; or (2) which, given the nature of
the information and the circumstances of disclosure, should be
recognized by the receiving party as confidential in nature, including
but not limited to: (i) business plans, marketing plans, or financial
information; (ii) the terms of this Agreement; or (iii) personal or
financial information regarding the employees of the disclosing party.
However, unless otherwise specifically agreed in writing, Proprietary
Information does not include the following: (i) any ideas, innovations,
information, techniques, procedures or methodologies developed by the
receiving party, either prior to or in the course of this Agreement;
(ii) any information previously known to the receiving party without
obligation of confidentiality; (iii) any information that is or becomes
available to or known by persons in the healthcare information and
healthcare management industry through no fault or wrongdoing of the
receiving party; or (iv) any information developed independently by the
receiving party without reference to Proprietary Information.
7.3 Each of the parties will, as reasonably necessary to carry out the
purpose of this Agreement, enter into agreements for the protection of
the confidential information of clients for which services are
performed pursuant to this Agreement.
7.4 It is expressly understood that this Agreement, the nature and
substance of the relationship between Superior and e-MedSoft and the
nature or content of any ancillary documents pertaining to the
relationship, are expressly agreed by the parties to be confidential
and subject to the protections of this Section 7. Neither party shall
make any press release, public announcement or disclosure of the nature
or substance of the relationship between the parties, except as may be
required by law, without the express prior written consent of the other
party. Nothing herein shall be construed as prohibiting either party
from disclosing the existence of the relationship between the parties.
8. OWNERSHIP
8.1 Each party shall retain sole ownership of its respective Offerings.
8.2 Superior shall have exclusive ownership of all ideas, intellectual
property, techniques, methodologies, procedures, skills, innovations or
know-how (collectively, "Materials") developed or introduced by
Superior in the course of performing services under this Agreement.
e-MedSoft and its subsidiaries shall have exclusive ownership of all
Materials developed or introduced by e-MedSoft. Ownership rights to
Materials jointly developed by eMedSoft and Superior will be agreed to
in writing in advance. Unless specifically agreed to by the parties in
writing, ownership of such jointly developed Materials will be
determined by product type, as follows:
(a) Marketing material, including, presentations and marketing
collateral will be jointly owned and copyrighted and may be
used without restriction for the term of this Agreement
subject to the confidentiality provisions of this Agreement.
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(b) Methodologies, procedures, skills, techniques and know-how
relating to the Superior Offerings will be solely owned by
Superior.
(c) Intellectual property, techniques, know-how, skills, and
methodologies relating to the e-MedSoft Offerings will be
solely owned by e-MedSoft.
(d) The parties acknowledge and agree that, in the event of a
conflict between the terms of the MSA and the terms of this
Agreement, the terms of this Agreement shall prevail. Without
limiting the foregoing, the parties agree that the terms of
this Agreement supercede the terms of any ownership and
proprietary rights provisions set forth in the MSA; provided,
however, that any Work Order issued under the MSA and signed
by both parties may expressly make provision for ownership of
Materials that differs from and supercedes the ownership
provisions of this Agreement.
9. LIMITATION OF LIABILITY
Neither party shall be liable under any cause of action or theory of recovery
whatever for punitive, exemplary, special, incidental or consequential damages
for loss, damage or expense including but not limited to lost profits or
goodwill, and costs of recovering, reprogramming or reproducing any program or
data, even if the other party has been advised of the likelihood of the same.
10. INDEMNIFICATION
10.1 Each party shall indemnify, defend and hold harmless the other
from any third party claims for loss, damage, expense (including
attorneys' fees) and liability based on a claim:
(a) for death or personal injury or physical damage to
property caused by the intentional and / or negligent acts or
omissions of the indemnifying party, its employees, agents or
subcontractors;
(b) for any breach of the warranties set forth in Section 11,
below.
(c) that the indemnifying party's Offerings is defective,
breaches any warranty or other contractual obligation of the
indemnifying party, or otherwise fails to satisfy any
statutory or common-law obligation of the indemnifying party.
(d) that an indemnifying party's Offering infringes any issued
United States patent, copyright or trade secret right of any
third party.
(i) Should any Offering subject to the provisions of
Sections 10.1(d) (an "Infringing Offering") become,
or in the indemnifying party's opinion be likely to
become the subject of a claim, then the indemnifying
party may, at its option and expense, (i) procure for
the indemnified party (or a Client, as the case may
be) the right to use the Infringing Offering free of
any liability for infringement; (ii) replace or
modify the Infringing Offering with a non-infringing
substitute otherwise complying with all the
functionality for the replaced system.
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(ii) Neither party shall be obligated to indemnify
the other pursuant to Section 10.1(d) to the extent
that the claim arises out of (a) a modification of
the Infringing Offering other than by the
indemnifying party, or (b) the compliance with the
specifications of the indemnified party (or a Client
who is making a claim), to the extent the same go
beyond specifications of the Offering previously
developed by the indemnifying party.
10.2 The party to be indemnified under this Section 10 agrees to:
(a) promptly notify the indemnifying party of any such claim
or suit by a third party and furnish the indemnifying party
with a copy of each communication, notice or other action
relating to such claim or suit; and
(b) permit the indemnifying party to assume sole authority to
conduct the trial or settlement of such claim or suit or any
negotiations related t at the indemnifying party's own
expense; and
(c) provide information and assistance at its own expense
reasonably requested by the indemnifying party in connection
with such claim or suit.
If either party fails to comply with any obligation under this
Section 10.2, the other party shall be relieved if its
indemnity obligation only if and to the extent such failure
materially prejudices the indemnifying party.
10.3 The indemnity obligations under this Section 10 shall extend to
any claims brought against an officer, director, or agent of the party
entitled to indemnification.
11. WARRANTY
11.1 Each party warrants that it has full power and authority to grant
the rights granted by this Agreement, that no consent of any other
person or entity is required to grant such rights other than consents
that have been obtained and are in effect, and that the performance of
this Agreement will not violate any non-disclosure agreement, nor
constitute a violation of any copyright, trade secret, invention,
proprietary information, or other rights of any third party.
11.2 Each party warrants that it owns, has a license to, or otherwise
has, and will continue to have throughout the term of this Agreement,
the right to use, distribute, license and exploit in the manner
contemplated by this Agreement each program, product, service or other
component of its Offerings.
11.3 As between the parties, Superior shall remain solely responsible
to clients for the performance of the Superior Offerings. As between
the parties, e-MedSoft shall remain solely responsible to clients for
the performance and good working order of the e-MedSoft offerings and
the performance of its services.
11.4 Except as expressly provided in this Agreement, neither party
makes any warranty to the other, either express or implied, with
respect to the products or services it provides to clients, and both
parties specifically disclaim any warranty of merchantability or
fitness for a particular purpose with respect t.
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12. EXCLUSIVITY. All services provided hereunder are provided and purchased on a
non-exclusive basis.
13. BILATERAL NON-SOLICITATION AGREEMENT. Without the prior written consent of
the other party, e-MedSoft and Superior each agree to refrain from soliciting
the other party's employees, agents, and subcontractors ("Personnel") until
twelve (12) months after the date the Personnel was last involved in any
activity related to this Agreement.
14. ASSIGNMENT. Neither party may assign its obligations under this Agreement,
except to its subsidiaries and affiliates or in connection with a merger,
combination, or sale of substantially all of a party's assets, without the other
party's prior written consent, which may not be unreasonably withheld. Any
purported assignment without prior consent shall be voidable by the other party.
15. COMPLIANCE WITH LAW. Each party shall comply with all applicable laws and
regulations pertaining to their performance under this Agreement.
16. NOTICES. All notices under this Agreement shall be by certified mail return
receipt requested, express courier, or other commercially reasonable means
providing proof of delivery, as follows:
IF TO SUPERIOR: IF TO e-MedSoft:
Superior Consultant Company, Inc. e-MedSoft, Inc.
0000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxx 00000 Xxxxxxxxxxxx Xxxxx, XX. 00000
Attention: Xxx Xxxxxx Attention: Xxxx Xxxxxxxx, COO
Cc: General Counsel
Notice by either party of a change in its address for purposes of this section
shall be in writing.
17. FUTURE COOPERATION. The parties shall cooperate with each other with respect
to any ancillary agreements needed to fulfill the purpose of this Agreement.
18. RELATIONSHIP OF THE PARTIES
18.1 The relationship between e-MedSoft and Superior shall be that of
independent contractors only. No agency relationship between e-MedSoft
and Superior is created by this Agreement. Neither party shall have the
right or authority to act on behalf of the other or represent that it
has such right or authority. Each party shall be responsible for its
own tax obligations arising in connection with the performance of this
Agreement. Any reference in this Agreement or any document or
communication relating to this agreement to "partnership", "alliance",
"joint venture", or similar terms is only descriptive of the
anticipated cooperative relationship between the parties, and does not
establish any partnership, agency or fiduciary relationship between the
parties.
18.2 Neither party will make any representations or warranties, either
express or implied, with respect to the specifications, features,
capabilities or other attributes of the products or services offered by
the other party, other than those set forth in any non-confidential
materials provided by the supplying party for distribution to the
public.
18.3 Each Party shall at all times conduct its business in a manner,
which shall not reflect adversely upon the business and reputation of
the other Party.
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19. WAIVER. The wavier by any Party of a breach of any provision of this
Agreement shall not be deemed a waiver of any subsequent breach whether of the
same or another provision of this Agreement.
20. PRIOR AGREEMENT. This Agreement supersedes the Prior Agreement, which is
terminated. Neither party shall have any further rights or obligations under the
Prior Agreement, except for any confidentiality obligations. Superior and
e-MedSoft (and their respective predecessors, successors, directors,
shareholders, subsidiaries, agents, and employees) each release all claims that
either of them may have against the other arising out of the Prior Agreement
and/or their prior business relationship, whether known or unknown, fixed or
contingent, disputed or undisputed sounding in tort, contract, or statutory
right, arising under federal or state law.
21. COMPLETE AGREEMENT. This Agreement (including its incorporated attachments)
sets forth the full and complete agreement of the parties, and both parties
warrant that there have been no other promises, obligations or undertakings,
oral or written. This Agreement can be modified only by a writing signed by both
parties.
22. DISPUTES.
22.1 This Agreement shall be governed by and construed under the laws
of the State of Californa, without reference to its conflict of law
principles.
22.2 Any disputes between Superior and e-Medsoft (which are not
otherwise resolved by the Parties) shall be submitted to binding
arbitration in accordance with the then prevailing rules of the
American Arbitration Association. Any arbitration proceeding initiated
by Superior shall be conducted in Los Angeles, California and any
arbitration proceeding initiated by e-MedSoft shall be conducted in
Southfield, Michigan. The arbitrators shall be required to follow
applicable law and the terms of this Agreement, and shall not have the
authority to impose any punitive or exemplary damages. An award of the
arbitrators may be enforced in any court of competent jurisdiction.
23. LEGAL EXPENSES. If any litigation or arbitration proceeding is commenced
between the parties or their representatives arising out of this Agreement, the
prevailing party shall be entitled, in addition to such other relief as may be
granted, to an award of attorneys' fees (including the reasonable value of
in-house counsel services), together with forum costs and other litigation
expenses reasonably incurred and actually paid.
24. SAVING CLAUSE. If any section or clause contained in this Agreement is found
to be invalid by a court of competent jurisdiction, the remaining sections and
clauses shall remain in full force and effect.
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25. AUTHORIZED SIGNATURES
Acknowledged and accepted, for e-MedSoft, Inc.
By _____________________ _____________________ _______
Signature Title Date
Acknowledged and accepted, for Superior Consultant Company, Inc.
By _____________________ _____________________ _______
Signature Title Date
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