Exhibit 99.2
XXXxxx.xxx License Agreement
XXXxxx.xxx Integrated Health Records IS WILLING TO LICENSE THE DATABASE ONLY
UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE
AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE ACCEPTING, AS ACCEPTANCE OF
THE DATABASE WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU DO NOT AGREE WITH
THESE TERMS, THEN XXXxxx.xxx Integrated Health Records IS UNWILLING TO LICENSE
THE DATABASE TO YOU.
1. The Database. The Database licensed under this Agreement consists of computer
health records database, data compilation(s) of health clauses and algorithms,
and on-line documentation referred to as XXXxxx.xxx, (the "Database").
2. Distribution. You are authorized to use the Database on a license agreement
which is renewed annually. The licensee purchases from XXXxxx.xxx client
product(s) which become part of said license upon acceptance of proposal. You
are hereby licensed to (i) use the Database for a period of one(1) year on as
many computers and networks as you wish; and (ii) distribute the Database packs
to purchasers of the medical insurance/records option or individual product(s).
The attached vendor information data record is hereby incorporated by reference.
Any distribution satisfying all of the distribution requirements expressed in
that record is hereby authorized.
3. Restrictions. You may not: (i) modify or translate the Database; (ii) reverse
engineer, decompile, or disassemble the Database, except to the extent this
restriction is expressly prohibited by applicable law; (iii) create derivative
works based on the Database; (iv) merge the Database with another product;
(v) export or use the Database data compilations, structures, or algorithms with
another product; (vi) remove or obscure any proprietary rights notices or labels
on the Database, or (vii) charge a fee or royalty, or request donations, for any
distribution or transmission of the Database other than to member purchasers of
medical insurance/records option.
4. Ownership. Roadpoet Ventures Ltd. own the Database and all intellectual
property rights embodied therein, including copyrights and valuable trade
secrets embodied in the Database's design and coding methodology. The Database
is protected by United States copyright laws and international treaty
provisions. This Agreement provides You only a limited use license, and no
ownership of any intellectual property.
WARRANTY STATEMENT; LIMITATION OF LIABILITY. XXXxxx.xxx PROVIDES THE DATABASE
"AS-IS." NEITHER XXXxxx.xxx NOR ANY OF ITS SUPPLIERS MAKES ANY WARRANTY OF ANY
KIND, EXPRESS OR IMPLIED. XXXxxx.xxx AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE
IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR
A PARTICULAR PURPOSE. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF
THE DATABASE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT THE DATABASE WILL MEET
ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.
To the extent that this Warranty Statement is inconsistent with the locality
where you use the Database, the Warranty Statement shall be deemed to be
modified consistent with such local law. Under such local law, certain
limitations may not apply. For example, some states in the United States and
some jurisdictions outside the United States may: (i) preclude the disclaimers
and limitations of this Warranty Statement from limiting the rights of a
consumer; (ii) otherwise restrict the ability of a manufacturer to make such
disclaimers or to impose such limitations; or (iii) grant the consumer
additional legal rights, specify the duration of implied warranties which
XXXxxx.xxx cannot disclaim, or prohibit limitations on how long an implied
warranty lasts.
IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT,
CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL XXXxxx.xxx OR ANY OF ITS SUPPLIERS
BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR
LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF
COMMERCIAL DAMAGE, EVEN IF XXXxxx.xxx HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT SHALL XXXxxx.xxx BE LIABLE FOR DAMAGES IN EXCESS OF
XXXxxx.xxx LIST PRICE FOR THIS DATABASE LICENSE. THIS LIMITATION SHALL NOT APPLY
TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE
LAW.
EXPORT CONTROLS. The Database or underlying information or technology may not be
exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq,
Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the
United States has embargoed goods; or (ii) to anyone on the US Treasury
Department's list of Specially Designated Nationals or the US Commerce
Department's Table of Denial Orders. By your acceptance of the Database as
indicated above, You agree to the foregoing and that You are not located in,
under the control of, or a national or resident of any such country or on any
such list.
MISCELLANEOUS. This Agreement constitutes the entire understanding of the
parties with respect to the subject matter of this Agreement and merges all
prior communications, representations, and agreements. This Agreement may be
modified only by a written agreement signed by the parties. If any provision of
this Agreement is held to be unenforceable for any reason, such provision shall
be reformed only to the extent necessary to make it enforceable. This Agreement
shall be construed under the laws of the State of Florida, USA, excluding rules
regarding conflicts of law. The application the United Nations Convention of
Contracts for the International Sale of Goods is expressly
AGREEMENT
This Agreement (the "Agreement") is made and entered into this 16 day of
December, 1999 (the "Effective Date"), by and between Doc-Talk, L.L.C.
(hereinafter "Doc-Talk"), a Delaware limited liability company with offices
located at 0000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxx, XX 00000 and Roadpoet
--------
Ventures Ltd., Inc. dba XXXxxx.xxx Intearated Health Records (hereinafter
-------------------------------------------------------------------------
"Company"). Doc-Talk and Company may also be referred to as a "Party" or
----------
collectively as the "Parties" throughout this Agreement.
WHEREAS, Doc-Talk provides the Doc-Talk Service described below through its toll
free telephone number; To be determined
----------------
WHEREAS, XXXxxx.xxx operates a Web Site offering a Health Record's Repository;
and
WHEREAS, the Doc-Talk and Company desire to place a Hyper Link to the Doc-Talk
Web Site on the home page of the Company Web Site.
NOW, therefore, in consideration of the premises and the mutual covenants and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:
Definitions. For the purposes of this Agreement, the following terms shall have
the following meanings:
"Discount Number" means the unique number which may be used in conjunction with
the Doc-Talk service to grant the user of such service a specified discount from
the fees charged for the service.
"Doc-Talk Service" means the fee-based, medical information service offered by
Doc-Talk through telephone access.
"Hyper Link" means the icon, logo, highlighted or colored text, figure, or image
representing a URL which allows an Internet user to move from one web site to
another web site.
"Proprietary Information" means and shall include, but not be limited to, either
Party's software, data, databases, product plans, designs, protocols, products,
costs, prices, names, finances, marketing plans, business opportunities,
personnel, and research and development originated by the disclosing Party, not
previously published or otherwise disclosed to the general public, not
previously available without restriction to the receiving Party, nor normally
furnished to others without restriction, and which the disclosing Party desires
to protect against unrestricted disclosure or competitive use. "Proprietary
Information" shall not include information that (i) is or enters the public
domain through no fault of the receiving Party; (ii) is known and has been
reduced to tangible form by the receiving Party prior to the time of disclosure
and is not subject to restriction; (iii) is independently developed by the
receiving Party without access to or use of the Proprietary Information; (iv) is
made generally available by the disclosing Party without restriction on
disclosure; or (v) is disclosed by the receiving Party with the disclosing
Party's prior written consent.
"Web Site" means the entry page on the WWW located at a given domain.
Hyper Link.
Company. Company shall display on the home page of the Company Web Site a brief
textual description of the Doc-Talk service and a Hyper Link to the Doc-Talk Web
Site. The text and Hyper Link shall appear above the fold, and the form and
content of the text and Hyper Link shall be mutually agreed to by the Parties.
The Hyper Link shall be no smaller than 200 by 90 pixels in size, and shall be
established using the graphics, images, HTML code or other data and information
provided by Doc-Talk. The text shall include a Discount Number. Use of a Hyper
Link to the Doc-Talk Web Site shall in no way alter the look, feel or
functionality of the Doc-Talk Web Site, nor will the Doc-Talk Web Site be framed
by any web page content of Company or any third party.
Doc-Talk. Doc-Talk shall display on a web page(s) of the Doc-Talk Web Site
selected by Doc-Talk in its sole discretion a brief textual description of the
Company's products and services and a Hyper Link to the Company Web Site. The
form and content of the text and Hyper Link shall be mutually agreed to by the
Parties and shall be established using the graphics, images, HTML code or other
data and information provided by Company. Use of a Hyper Link to the Company Web
Site shall in no way alter the look, feel or functionality of the Company Web
Site, nor will the Company Web Site be framed by any web page content of Doc-
Talk or any third party.
Referral Fees.
Amounts. Doc-Talk will pay Company referral fees on certain sales of the Doc-
Talk Service to third parties who utilize the Discount Number in purchasing the
Doc-Talk Service. Referral Fees shall be in the amount of Five Percent (5%) of
Adjusted Gross Revenue of the Service. For the purposes of this Agreement,
Adjusted Gross Revenue shall mean the amounts collected by Doc-Talk from sales
of the Doc-Talk Service to customers using the Discount Number, less taxes,
refunds, credit card charge backs and bad debt.
Payments. Doc-Talk will pay to Company referral fees on a calendar quarter basis
within forty-five (45) days following the end of the respective calendar
quarter. The amount of the referral fee payment shall be based upon Net Sales
for the respective calendar quarter only. If the referral fees payable for any
calendar quarter are less than $100.00, Doc-Talk or Company will hold those
referral fees until the total amount due hereunder is at least $100.00 or this
Agreement is terminated.
The referral fee payment shall made payable to Company, and sent to the
attention of:
Xxxxxx X. Xxxxxx, 000 Xxxxxxx Xxxx., Xxxxxxxxx, Xxxxxxx 00000
Policies and Pricing. Customers who buy the Doc-Talk Service using the Discount
Number shall be deemed customers of Doc-Talk. Accordingly, all Doc-Talk rules,
policies, and operating procedures concerning customer orders, customer service,
and sales of the Doc-Talk service will apply to those customers. Doc-Talk shall
be solely responsible for all aspects of processing and fulfilling orders for
the Doc-Talk Service. Doc-Talk, in its sole discretion, shall determine the
prices to be charged for Doc-Talk Service sold under the Discount Number. Doc-
Talk may change its policies and operating procedures at any time.
Limited License.
Doc-Talk. Doc-Talk hereby grants to Company, and Company hereby accepts, a non-
exclusive, non-transferable, worldwide, revocable right to use and display
solely in connection with establishing the Hyper Link on the Company Web Site
and promoting the Doc-Talk Service during the term of this Agreement the graphic
image and text described in Section 2.1, the Doc-Talk Web Site URL, and any
other trademarks or logos of Doc-Talk provided to Company. All representations
of the Doc-Talk logos and trademarks that Company uses will be exact copies of
those provided by Doc-Talk.
Company. Company hereby grants to Doc-Talk, and Doc-Talk hereby accepts, a non-
exclusive, non-transferable, worldwide, revocable right to use and display
solely in connection with establishing the Hyper Link on the Doc-Talk Web Site
during the term of this Agreement the graphic image and text described in
Section 2.2, the Company Web Site URL, and any other trademarks or logos of
Company provided to Doc-Talk. All representations of the Company logos and
trademarks that Doc-Talk uses will be exact copies of those provided by Company.
Company Web Site. Company is solely responsible for the development, operation,
and maintenance of Company Web Site and for all materials that appear on such
site, including without limitation the technical operation of its site and all
related equipment, creating and posting the text and Hyper Link in accordance
with Section 2.1 and linking those descriptions to the Doc-Talk Web Site,
ensuring that materials posted on the Company Web Site do not violate or
infringe upon the rights of any third party (including, for example, copyrights,
trademarks, privacy, or other personal or proprietary rights) and ensuring that
materials posted on the Company Web site are not libelous or otherwise illegal.
Press Release. Doc-Talk and Company agree to cooperate with each other in a
joint press release following execution of this Agreement. Doc-Talk and Company
shall jointly determine the content, timing and necessity of all press releases
regarding this Agreement.
Term. The term of this Agreement shall commence on the Effective Date and
continue for a period of one (1) year unless sooner terminated as provided
herein. Either Party may terminate this Agreement at any time upon not less than
thirty (30) days prior written notice to the other Party. Upon the termination
of this Agreement for any reason, each Party will immediately cease use of, and
remove from its site, all links to the other Party's Web Site and all
trademarks, trade dress and logos, and all other materials provided to the Party
by or on behalf of the other Party in connection with this Agreement. Company
shall only be eligible to earn referral fees on Net Sales occurring during the
term of the Agreement. Upon termination of the this Agreement for any reason,
Sections 8, 9, 10, 11, 12, 13, 15, 17 and 18 shall survive.
Relationship of Parties. Doc-Talk and Company are independent contractors, and
nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between the Parties.
Company shall have no authority to make or accept any offers or representations
on behalf of Doc-Talk, and Company warrants that it will not make any statement,
whether on Company's Web Site or otherwise, that reasonably would contradict
anything in this Section.
Confidentiality.
Non-disclosure. Each Party shall protect the other Party's Proprietary
Information from unauthorized dissemination and use with the same degree of care
that such Party uses to protect its own like information, but in no event less
than reasonable care, for a period of three years from receipt of the disclosing
Party's Proprietary Information. Neither Party will use the other Party's
Proprietary Information for purposes other than those necessary to directly
further the purposes of this Agreement. Neither Party will disclose to third
parties the other Party's Proprietary Information without the prior written
consent of the other Party. Except as expressly provided in this Agreement, no
ownership or license rights are granted in any Proprietary Information. Both
parties acknowledge that the restrictions contained in this Paragraph 10.1 are
reasonable and necessary to protect their legitimate interests and that
violation of these restrictions will cause irreparable damage to the other Party
and each Party agrees that the other Party shall be entitled to injunctive
relief against each violation.
Development Rights. The Parties' obligations of confidentiality under this
Agreement shall not be construed to limit either Party's right to independently
develop or acquire products without the use of the other Party's Proprietary
Information.
This Agreement. Neither Party shall disclose the terms and conditions of this
Agreement to any third party without the other Party's express written
permission, provided that a Party may disclose the terms and conditions of this
Agreement to its financial and legal advisors who are bound by obligations of
confidentiality substantially similar to those contained in this Agreement.
Indemnity.
Company. Company shall indemnify and hold harmless Doc-Talk and its successors
and assigns from all third party claims, damages, liabilities, costs and
expenses (including, without limitation, reasonable legal fees and expenses)
relating to the development, operation, maintenance, and content of the Company
Web Site.
Doc-Talk. Doc-Talk shall indemnify and hold harmless Company and its successors
and assigns from all third party claims, damages, liabilities, costs and
expenses (including, without limitation, reasonable legal fees and expenses)
relating to the development, operation, maintenance, and content of the Doc-Talk
Web Site.
Any indemnity under this Section 11 is conditioned upon prompt written notice by
the non-indemnifying Party to the indemnifying Party of any claim, action or
demand for which indemnity is claimed and such reasonable cooperation by the
non-indemnifying Party in the defense as the indemnifying Party may request. The
non-indemnifying Party shall have the right, but not the obligation to control
the defense and/or settlement of any third party claim in which it is named as a
party. The non-indemnifying Party shall have the right to participate in any
defense of a third party claim against the indemnifying Party with counsel of
the non-indemnifying Party's choice at its own expense.
Disclaimer. Doc-Talk provides the Doc-Talk Service on an "as-is" and "as-
available" basis. Accordingly, Doc-Talk makes no express or implied warranties
or representations with respect to the Doc-Talk Service (including, without
limitation, warranties of fitness, merchantability, non-infringement, or any
implied warranties arising out of a course of performance, dealing, or trade
usage). In addition, we make no representation that the operation of our site
will be uninterrupted or error-free, and we will not be liable for the
consequences of any interruptions or errors.
LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (OR ANY
LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT,
EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NEITHER
PARTY'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT SHALL EXCEED
THE TOTAL REFERRAL FEES PAID OR PAYABLE TO COMPANY UNDER THIS AGREEMENT.
Notification. All notices and requests in connection with this Agreement shall
be deemed given as of the day they are received either by messenger, delivery
service, or in the United States of America mails, postage prepaid, certified or
registered, return receipt requested, and addressed as follows:
To Doc-Talk: To Company:
Doc-Talk, L.L.C. XXXxxx.xxx Integrated Health Records
0000 Xxxxxxxx Xxxxxxxx Xxxx. 0000 Xxxxxxxxx Xxxx, #000
Xxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxx Attention: Xxxxxx Xxxxxx/W. A. Cabana
Phone: (000) 000-0000 Phone: 000.000.0000 or 000.000.0000
Fax:
Governing Law. This Agreement shall be governed by the laws of the State of
Maryland, excluding its conflicts of laws rules.
Assignment. Neither Party may assign this Agreement or any of its rights or
delegate any of its duties under this Agreement without the prior written
consent of the other; provided that either Party shall have the right to assign
its rights and obligations hereunder to its parent or to any subsidiary or
affiliate upon notice to the other Party, and Doc-Talk, L. L. C. may assign its
rights and obligations herein as part of a sale of assets to DocTalk, Inc., a
Delaware corporation. Any purported assignment or delegation without such
required consent shall be null and void.
Construction. If for any reason a court of competent jurisdiction finds any
provision of this Agreement, or portion thereof, to be unenforceable, that
provision of the Agreement will be enforced to the maximum extent permissible so
as to effect the intent of the Parties, and the remainder of this Agreement will
continue in full force and effect. Failure by either Party to enforce any
provision of this Agreement will not be deemed a waiver of future enforcement of
that or any other provision. This Agreement has been negotiated by the Parties
and their respective counsel and will be interpreted fairly in accordance with
its terms and without any strict construction in favor of or against either
Party.
Entirety. This Agreement shall not be effective until signed by both Parties.
This Agreement constitutes the entire agreement between the Parties with respect
to the Doc-Talk Service and all other subject matter hereof and supersedes all
prior and contemporaneous communications. This Agreement shall not be modified
except by written agreement dated subsequent to the date of this Agreement and
signed on behalf of Doc-Talk and Company by their respective duly authorized
representatives.
IN WITNESS WHEREOF, each of the Parties has duly executed and delivered this
Agreement as of the dates signed below.
Doc-Talk, L.L.C. Roadpoet Ventures Ltd., Inc.
RXDat net Integrated Health Records
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------------- --------------------
Name: Xxxx X. Xxxxxxxx, Ph.D. Name: Xxxxxx X. Xxxxxx
Title: COO Title: President
Date: 12/22/99 Date: 16, December 1999
