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EXHIBIT 10.39
*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4),
200.83 and 230.406
PREMIER SUPPORT AGREEMENT
This Premier Support Agreement (the "Agreement"), is entered into
effective March 4, 2000 by and between Premier Health Exchange, LLC ("PHx"), and
Premier, Inc. ("Premier"), with reference to the following facts:
A. Premier, Inc. ("Premier"), is the nation's largest alliance of
hospitals and health care organizations.
B. Premier's affiliate Premier Purchasing Partners, L.P.("Purchasing
Partners") operates Premier's group purchasing organization.
C. PHx is a provider of e-commerce systems and solutions to enable the
use of the Internet in streamlining the supply chain management process with
particular focus on more efficient ordering, tracking and processing of medical
product purchases.
D. PHx and Purchasing Partners have entered into an e-Commerce
Outsourcing Agreement concurrent with the execution of this Agreement.
E. PHx desires to retain the services of Premier to provide support for
certain PHx activities to benefit Purchasing Partners' member hospitals and
related facilities and other customers of PHx.
F. Premier desires to provide such services to PHx, subject to the terms
and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual promises contained herein
and other good and sufficient consideration, the receipt and adequacy of which
is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1 "DEFINITIONS INCORPORATED BY REFERENCE". Any terms not defined
herein shall have the same meaning as set forth in the e-Commerce Outsourcing
Agreement between Purchasing Partners and PHx.
1.2 "DYNAMIC PRICING". For the purposes of this Agreement, Dynamic
Pricing is intended to include both the electronic quote and auction
capabilities and vehicles that exist as of the Effective Date.
1.3 "RELATIONSHIP MANAGEMENT". The customer service philosophy that is
driven by data, based upon a team approach, defined by owner segmentation into
groups of similar organizations, and focussed on owner value. This philosophy
streamlines contact with owner executives and includes a plan for building
awareness of programs and services according to individual owner needs.
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ARTICLE 2
TERM AND TERMINATION
2.1 TERM OF AGREEMENT. This Agreement shall commence on March 4, 2000
(the "Effective Date"), and shall remain in effect for ten (10) years, expiring
on March 3, 2010. Notwithstanding the foregoing, this Agreement shall terminate
earlier upon the termination of the e-Commerce Outsourcing Agreement. Upon the
expiration of the initial term hereof, this Agreement shall automatically renew
for successive five (5) year terms unless either party provides written notice
to the other of its intent not to renew, at least ninety (90) days prior to the
expiration of the initial term or any renewal term.
2.2 TERMINATION OF DYNAMIC PRICING SUPPORT. Either party may terminate
the services provided under Articles 4 for any reason, or no reason, upon
providing ninety (90) days advanced written notice to the other party. The
services provided under Article 4 may be terminated without effect on the
services provided under Article 5 or the transition support under Article 7. In
the event of a termination under this section, any payment shall be prorated to
coincide with the termination date.
2.3 TERMINATION OF RELATIONSHIP MANAGEMENT SUPPORT. Following the
termination of the covenant not to promote in Section 7 of the e-Commerce
Outsourcing Agreement, either party may terminate the services provided under
Article 5 for any reason, or no reason, upon providing ninety (90) days advanced
written notice to the other party. The services provided under Article 4 may be
terminated without effect on the services provided under Article 5 or the
transition support under Article 7. In the event of a termination under this
section, any payment shall be prorated to coincide with the termination date.
2.4 TERMINATION FOR BREACH. In the event of a breach of a material
provision of this Agreement, the non-breaching party shall give the other party
written notice of such breach (the "Breach Notice") and such other party shall
have a period of thirty (30) days in which to cure the breach. In the event the
breaching party fails to cure the breach within the cure period, the
non-breaching party shall have the right to terminate this Agreement upon
providing the other party written notice of termination.
2.5 INSOLVENCY. If either party becomes or is declared insolvent, becomes
subject to a voluntary or involuntary bankruptcy or similar proceeding, or makes
an assignment for the benefit of all or substantially of all of its creditors,
then in such event the other party to this Agreement may terminate this
Agreement by giving at least thirty (30) days prior written notice of
termination to the other party.
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ARTICLE 3
PHX OBLIGATIONS
3.1 SERVICES IN GENERAL. Subject to the terms of this Agreement, PHx
shall provide such professional and technical personnel and other PHx Resources
as shall be reasonably required to interact with Premier in the delivery of the
services in Articles 4 and 5 hereunder.
3.2 PROVISION OF THE PHX E-COMMERCE SYSTEM. In connection with its
performance of the services under Articles 4 and 5, and subject to compliance
with the Terms of Use, PHx shall provide Premier, Participating Members,
Contracted Vendors and Non-Contracted Vendors access to and use of the any and
all components of the PHx e-Commerce System reasonably necessary to accomplish
the purposes of this Agreement.
3.3 DESIGNATED CONTACT. PHx shall designate in writing a key contact for
interaction and management of the support and services to be provided under this
Agreement.
ARTICLE 4
DYNAMIC PRICING SUPPORT
4.1 SUPPORT OF DYNAMIC PRICING FUNCTIONS. Premier shall provide support
to PHx of PHx's Dynamic Pricing functions. The services to be provided by
Premier are in the following areas:
(a) Opportunity Identification: Premier's Services will include working
with PHx in identifying dynamic pricing opportunities. It is
understood that Premier's focus in this regard is on building
programs that respond to member needs. Premier shall be responsible
for identifying dynamic pricing opportunities and developing member
engagement processes that identify dynamic pricing opportunities.
These Premier activities would include staff/member education and
the creation of an opportunity pipeline as well as facilitating
knowledge transfer between various opportunity channels and dynamic
pricing. Dynamic pricing opportunities will be prioritized by real
member need and scale of opportunity. It is understood and expected
that PHx will also be identifying Dynamic Pricing opportunities and
communicating those to Premier for analysis and development.
Opportunities identified by Premier Members will be considered to
possess adequate value and will be developed for consideration.
(b) Opportunity Analysis, Development and Maintenance: Once
opportunities are identified and agreed upon by Premier and PHx,
Premier's Services will include undertaking an analysis of such
opportunities and a determination of the value potential. Once it
has been determined by Premier and PHx that an opportunity
possesses adequate value potential, the opportunity will be further
developed by
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Premier. These Premier activities include identifying various
manufacturers, negotiating vendor participation (and agreements as
necessary to support participation) and supporting a network
database of qualified suppliers relative to the supported
opportunities.
(c) Market Development: Premier's services shall also include market
development activities which are intended to maximize participation
within dynamic pricing by creating "markets" for events such as
reverse auctions. The Premier Resources focussed on market
development will be responsible for a calendar of events and
maximizing membership participation by utilizing a variety of
Premier Resources, PHx Resources and other appropriate marketing
vehicles. Premier will work with PHx in including and maximizing
participation by non-Premier customers of PHx.
(d) Process Management: Premier's Services shall also include process
management that includes the dynamic pricing back office function.
The process management services include engaging buyers and sellers
through various events meant to maximize the value dynamic pricing
delivers to participants. This service also includes activities
such as receiving incoming requests, identifying buyers,
communicating requests to buyers, returning quotes to participants
and members, facilitating transactions and all follow-up between
events.
(e) Revenue Management: Premier Services shall also include revenue
management activities that include tracking transactions,
maximizing qualified supplier remittance of transaction fees,
billing qualified suppliers for owed transaction fees and other
accounts receivable management.
4.2 SERVICES IN GENERAL. Subject to the terms of this Agreement, Premier
shall provide such professional and technical personnel and other Premier
Resources as shall be required to perform the services.
4.3 SPACE AND FACILITIES. When Services are performed by Premier at PHx
sites, PHx will provide a reasonable work environment to the extent reasonably
necessary for Premier personnel to perform services under this Agreement.
4.4 TIMELY ACTION. PHx will make decisions and communicate information
in a timely manner to enable Premier to provide the services in accordance with
this Agreement.
4.5 DESIGNATED CONTACT. PHx shall designate in writing a key contact for
interaction and management of the services to be provided under this Article.
4.6 PREFERRED PROVIDER. PHx agrees that Premier shall be the preferred
provider of Dynamic Pricing support for PHx. Notwithstanding the foregoing,
nothing herein shall be deemed to prevent other non-Premier affiliated customers
of PHx from providing similar support or services.
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4.7. APPLICATION DEVELOPMENT PHx shall provide the applications and
systems required to minimize the manual intervention and oversight of the
Dynamic Pricing processes. Within sixty (60) days of the Effective Date of this
Agreement, Premier and PHx shall develop a mutually agreeable plan for Dynamic
Pricing applications development.
ARTICLE 5
RELATIONSHIP MANAGEMENT
5.1 RELATIONSHIP MANAGEMENT SUPPORT OF PHX. Premier and Premier's
Relationship Management organization shall provide services and support to PHx
in the following areas: (i) when appropriate, facilitate access for PHx [***] of
Premier Owners; (ii) provide introductions and facilitate access of PHx to [***]
of Premier Owners and Participating Members; (iii) facilitating involvement of
PHx in meetings and activities of Premier Owners and Participating Members where
such participation is appropriate. Within [***] of the Effective Date, Premier
shall prepare and provide to PHx a Relationship Management Plan that identifies
in detail the activities [***] of the Relationship Management organization.
5.2 REPORTING. Premier shall provide to PHx on a quarterly basis a
detailed report that sets forth activities undertaken pursuant to this Article
as well as a schedule of planned events and activities for the upcoming quarter.
The form and content of such report shall be mutually agreed to by the parties.
ARTICLE 6
COMPENSATION
6.1 DYNAMIC PRICING SUPPORT FEE AND CAP. In consideration of the Dynamic
Pricing Support activities undertaken pursuant to Article 4 by Premier, PHx
shall pay Premier on a quarterly basis an amount equal to the lesser of: (i)
[***} of the [***] with respect to [***] to the extent such purchases were
supported by Premier hereunder and on a which a transaction fee was collected;
or (ii) the actual costs (including salary, bonus, benefits and other direct
expenses) of the Premier Resources providing the support excluding allocations
for indirect overhead. Premier agrees that the cost of such resources shall be
consistent with the costs of other Premier resources of a substantially similar
nature. Premier shall provide a quarterly report of the costs incurred under
this section. PHx shall pay the amounts on a quarterly basis, without demand or
notice, within thirty (30) days of the end of the quarter subject to timely
receipt of such report from Premier. PHx shall pay to Premier interest on any
undisputed past due amount owing Premier hereunder at a rate of ten percent
(10%) per annum.
* Confidential Treatment Requested
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6.2 RELATIONSHIP MANAGEMENT. In consideration of the Relationship
Management activities undertaken pursuant to Article 5 by Premier, PHx agrees to
pay Premier a base amount equal to [***] per year. In addition, PHx agrees to
pay Premier up to an additional [***] per year upon meeting certain milestones
and objectives relative to the introduction and integration of PHx. Such
milestones and objectives shall be mutually agreed to by the parties on an
annual basis. PHx shall pay such amounts on an annual basis within 30 days of
receipt of a report from Premier detailing such compensation. PHx shall pay to
Premier interest on any undisputed past due amount owing Premier hereunder at a
rate of ten percent (10 %) per annum.
ARTICLE 7
TRANSITION SUPPORT
7.1 TRANSITION SUPPORT. During the transition to full operational
status, Premier agrees to provide administrative and operational support to PHx
in the following areas: recruiting, benefits, benefits management, payroll,
accounting services, IT services, legal support and any other services
reasonably requested by PHx. The support services shall be made available to PHx
for a period not to exceed one year from the Effective Date of this Agreement.
Premier shall charge PHx quarterly for such services at Premier's actual costs
(including salary, bonus, benefits and other direct expenses) excluding
allocations for indirect overhead.
ARTICLE 8
INSURANCE & INDEMNIFICATION
8.1 INSURANCE. Each party shall maintain adequate general public
liability, property damage and workers compensation insurance against any claim
or claims which might or could arise as a result of this Agreement. When
requested by either party, an insurance certificate indicating the foregoing
coverage, issued by an insurance company licensed to do business in the relevant
state or states and signed by an authorized agent, shall be furnished by the
other party to the requesting party. Each party shall provide the other with at
least thirty (30) days prior written notice of any cancellation or material
modification of such insurance.
8.2 INDEMNIFICATION. Subject to Section 8.3 below, each party hereby
agrees to indemnify, defend and hold harmless the other party and the other
party's respective directors, officers, managers, employees, partners,
affiliates and agents from and against any and all claims, demands, actions,
losses, expenses, damages, liabilities, costs (including, without limitation,
interest, penalties and reasonable attorneys' fees) and judgments arising out of
the negligent acts or omissions of the indemnifying party and its employees and
agents acting under its control or supervision. Premier hereby agrees to
indemnify, defend and hold harmless PHx and PHx's directors, officers, managers,
employees, partners, affiliates and agents from and against any and all claims,
demands, actions, losses, expenses, damages, liabilities, costs (including,
without limitation, interest, penalties and reasonable attorneys' fees) and
judgments arising out of the application of
* Confidential Treatment Requested
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laws or regulations to PHx to the extent relating to the business of Premier and
except to the extent arising out of PHx's negligence or willful misconduct. PHx
hereby agrees to indemnify, defend and hold harmless Premier and Premier'
directors, officers, managers, employees, partners, affiliates and agents from
and against any and all claims, demands, actions, losses, expenses, damages,
liabilities, costs (including, without limitation, interest, penalties and
reasonable attorneys' fees) and judgments arising out of the application of laws
or regulations to Premier to the extent relating to the business of PHx and
except to the extent arising out of Premier negligence or willful misconduct.
8.3 LIMITATION OF LIABILITY. PREMIER HEREBY DISCLAIMS AND EXCLUDES ALL
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (WHETHER ARISING UNDER LAW OR EQUITY
OR CUSTOM OR USAGE), INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND PHX HEREBY EXPRESSLY
WAIVES RELIANCE UPON ANY SUCH WARRANTIES. PHX MAKES NO WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE DATA ACCESSED OR GENERATED BY THE PHX E-COMMERCE
SYSTEM, OR THE SUITABILITY OR COMPATIBILITY OF THE PHX E-COMMERCE SYSTEM WITH
THE HARDWARE OR OTHER SOFTWARE OF PREMIER, PARTICIPATING MEMBERS, VENDORS OR
DISTRIBUTORS.
IN NO EVENT SHALL EITHER PARTY BE LIABLE IN CONTRACT (INCLUDING BREACH
OF WARRANTY), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE TO THE
OTHER PARTY, PARTICIPATING MEMBERS, VENDORS OR DISTRIBUTORS FOR ANY LOST,
DELAYED OR DIMINISHED PROFITS, REVENUES OR OPPORTUNITIES, LOST DATA OR
APPLICATION SOFTWARE, DOWNTIME OR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATED
TO THIS AGREEMENT.
NEITHER PARTY SHALL BE LIABLE FOR ANY FAILURE TO PERFORM WHICH IS DUE TO
CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION FORCE MAJEURE
EVENTS AS DEFINED IN SECTION 10.10. PREMIER'S MAXIMUM LIABILITY ON ANY CLAIM
ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED THE EQUIVALENT OF THE
ANNUAL FEES PAID HEREUNDER FOR THE CALENDAR YEAR ENDING IMMEDIATELY PRIOR TO THE
DATE OF THE CLAIM.
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ARTICLE 9
CONFIDENTIALITY
9.1 CONFIDENTIAL INFORMATION. For the purposes of this Agreement,
confidential information ("Confidential Information") shall mean all
proprietary, secret or confidential information, manuals, systems, processes or
data relating to PHx and Premier and their respective operations, employees,
services, patients or customers, including without limitation any trade secret
as defined in Section 3426.1 of the California Civil Code.
9.2 PROTECTION OF CONFIDENTIAL INFORMATION. PHx and Premier acknowledge
that Premier and PHx may disclose Confidential Information to each other in
connection with this Agreement. If Premier and/or PHx receives Confidential
Information, it shall: (a) maintain the Confidential Information in strict
confidence; (b) use at least the same degree of care in maintaining the secrecy
of the Confidential Information as it uses in maintaining the secrecy of its own
proprietary, secret, or confidential information, but in no event less than a
reasonable degree of care; (c) use Confidential Information only to fulfill its
obligations under this Agreement; and (d) return or destroy all documents,
copies, notes, or other materials containing any portion of the Confidential
Information upon request by PHx or Premier and upon termination or expiration of
this Agreement. The receiving party shall not disclose any portion of the
Confidential Information to any person except those of its employees and
affiliates having a need to know such portion to accomplish the purposes
contemplated by this Agreement.
9.3 AGREEMENT CONFIDENTIALITY. Except as required by law (including
disclosures necessary or appropriate in filings with the Securities Exchange
Commission or any other governmental body) or generally accepted accounting
principles, and except to assert its rights hereunder or for disclosures on a
"need-to-know" basis to its own officers, directors, employees and professional
advisers, neither PHx nor Premier, nor any of their Affiliates, shall disclose
the terms of this Agreement to any other person or entity without the prior
written approval of the other party. Neither party shall make any public
announcement concerning the existence of this Agreement or its terms unless such
disclosure is required by applicable law or such party receives prior written
approval by the other party. Each party consents to the filing of this Agreement
with the U.S. Securities and Exchange Commission by the other party and to
reference such party's name and a description of this Agreement in any such
filings. In connection with any public disclosure or filing with any
governmental agency, including the Securities and Exchange Commission, each
party agrees to seek confidential treatment of certain agreed upon terms and
conditions of this Agreement. In addition, any description of this Agreement, or
any redacted version of this Agreement, intended to be filed or attached to any
publicly filed document by a party shall be submitted to the other party for
review and input prior to filing.
9.4 LIMITATION ON OBLIGATION. PHx and Premier shall have no obligation
concerning any portion of the Confidential Information which: (a) was known to
it before receipt, directly or indirectly, from the disclosing party; (b) is
lawfully obtained, directly or indirectly, by it from a non-party which was
under no obligation of confidentiality; (c) is or becomes publicly available
other than as a result of an act or failure to act by the receiving party; (d)
is required to be
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disclosed by the receiving party by applicable law or legal process; or (e) is
developed by the receiving party independent of the Confidential Information
disclosed by the disclosing party.
ARTICLE 10
MISCELLANEOUS
10.1 GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the state of California.
10.2 MODIFICATION AND WAIVER. No modification of this Agreement shall be
deemed effective unless in writing and signed by each of the Parties hereto. Any
waiver of a breach of any provision(s) of this Agreement shall not be deemed
effective unless in writing and signed by the party against whom enforcement of
the waiver is sought.
10.3 HEADINGS. The descriptive headings of the sections of this
Agreement are inserted for convenience only and shall not control or affect the
meaning or construction of any provision hereof.
10.4 ASSIGNMENT. Neither party may assign, subcontract, delegate or
otherwise transfer this Agreement or any of its rights or obligations hereunder,
nor may it contract with third parties to perform any of its obligations
hereunder except as contemplated in this Agreement, without the other party's
prior written consent.
10.5 SEVERABILITY. If any part of this Agreement shall be determined to
be invalid, illegal or unenforceable by any valid Act of Congress or act of any
legislature or by any regulation duly promulgated by the United States or a
state acting in accordance with the law, or declared null and void by any court
of competent jurisdiction, then such part shall be reformed, if possible, to
conform to the law and, in any event, the remaining parts of this Agreement
shall be fully effective and operative insofar as reasonably possible.
10.6 NOTICES. Any notice required to be given pursuant to the terms and
provisions hereof shall be in writing, postage and delivery charges pre-paid,
and shall be sent by telecopier, hand delivery, overnight mail service,
first-class mail or certified mail, return receipt requested, to PHx or Premier
at the following addresses:
To PHx: To Premier:
Premier Health Exchange, Inc. Premier, Inc.
12225 El Camino Real 00000 Xx Xxxxxx Xxxx
Xxx Xxxxx, XX 00000-0000 Xxx Xxxxx, XX 00000-0000
Attention: President Attention: Chief Financial Officer
Tel: 000.000.0000 Tel: 000.000.0000
Fax: 000.000.0000 Fax: 000.000.0000
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Any party may change the address to which notices are to be sent by notice given
in accordance with the provisions of this section. Notices hereunder shall be
deemed to have been given, and shall be effective upon actual receipt by the
other party, or, if mailed, upon the earlier of the fifth (5th) day after
mailing or actual receipt by the other party.
10.7 INDEPENDENT CONTRACTORS. The parties' relationship hereunder is
that of independent contractors. This Agreement does not create any employment,
agency, franchise, joint venture, partnership or other similar legal
relationship between PHx and Premier. Neither party has the authority to bind or
act on behalf of the other party except as otherwise specifically stated herein.
10.8 ATTORNEYS' FEES. Should any party engage an attorney for the
purpose of enforcing this Agreement or any judgment based hereon in any court,
including bankruptcy court, courts of appeal or arbitration proceedings, the
prevailing party shall be entitled to receive its reasonable attorneys' fees and
costs in addition to any other relief granted.
10.9 BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the Parties hereto and their respective successors and
permitted assigns.
10.10 FORCE MAJEURE. The obligations of either party to perform under
this Agreement will be excused during each period of delay caused by acts of
God, by shortages of power or materials, by government orders or by other events
which are beyond the reasonable control of the party obligated to perform
("Force Majeure Event"). In the event that either party ceases to perform its
obligations under this Agreement due to the occurrence of a Force Majeure Event,
such party shall: (1) immediately notify the other party in writing of such
Force Majeure Event and its expected duration; (2) take all reasonable steps to
recommence performance of its obligations under this Agreement as soon as
possible. In the event that any Force Majeure Event delays a party's performance
for more than thirty (30) days following notice by such party pursuant to this
Agreement, the other party may terminate this agreement immediately upon written
notice to such party.
10.11 RIGHT TO AUDIT. Each party shall permit the other or its agent to
conduct periodic audits of relevant records relating to the parties' performance
under this Agreement. The audits shall be conducted upon reasonable advance
notice during regular business hours at the applicable party's principal office
and in such a manner as not to unduly interfere with operations. Any such audits
shall be conducted at the auditing party's sole expense.
10.12 ACCESS TO RECORDS. Until the expiration of four (4) years after
the furnishing of any services under this Agreement, PHx shall make available
upon written request of the Secretary of the Department of Health and Human
Services or upon the written request of the Comptroller General or any of their
duly authorized representatives, this Agreement and the books, documents and
records of PHx that are necessary to certify the nature and extent of costs
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incurred under this Agreement. This clause shall apply if, and solely to the
extent that Section 1861 (v)(1)(I) of the Social Security Act applies to this
Agreement.
10.13 ENTIRE AGREEMENT. This Agreement, including the Exhibits hereto,
constitutes the entire understanding and agreement between Premier and PHx
concerning the subject matter hereof, and supersedes all prior negotiations,
agreements and understandings between Premier and PHx, whether oral or in
writing, concerning the subject matter hereof.
10.14 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same agreement.
10.15 CONTROLLING DOCUMENT. In the event of any conflict between this
Agreement and any document, instrument or agreement prepared by either party
(including without limitation, the Terms of Use, the Privacy Policy or any
agreement between PHx and a Participating Member), the terms of this Agreement
shall control.
SIGNATURE PAGE TO FOLLOW
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IN WITNESS WHEREOF, the parties authorized representatives have executed
this Agreement effective as of the Effective Date.
Premier:
PHx:
Premier, Inc.
Premier Health Exchange, LLC
By: /s/ XXXXXXX XXXXXXX By: /s/ XXXXX XXXXXXXXX
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Printed Name: Xxxxxxx Xxxxxxx Printed Name: Xxxxx Xxxxxxxxx
------------------------ ------------------------
Title: President and Title: President
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Chief Executive Officer
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