Exhibit 10.24
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ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
CONCENTRA DEVELOPMENT CORPORATION 2000
A Nevada Corporation
AND
CONCENTRA HEALTH SERVICES, INC.
A Nevada Corporation
October 1, 2000
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ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement') is made and
entered into as of October 1, 2000 (the "Effective Date"), by and between
Concentra Development Corporation 2000, a Nevada corporation ("CDC2000"), and
Concentra Health Services, Inc., a Nevada corporation ("CHS").
W I T N E S S E T H:
WHEREAS, CDC2000 is a corporation formed for the purpose of developing and
operating occupational healthcare centers at various locations throughout the
United States (collectively referred to herein as "Centers"); and
WHEREAS, CDC2000 has entered into that certain Occupational Healthcare
Center Management and Consulting Agreement (the "Medical Agreement"), of even
date herewith, with Occupational Health Centers of the Southwest, P.A.
("Association); and
WHEREAS, CDC2000 desires to engage CHS to manage and operate the Centers
and to provide certain general and administrative services in connection
therewith, to provide certain CHS employees as Center Personnel (as hereinafter
defined) in connection therewith, and to perform CDC2000's obligations under the
Medical Agreement, and CHS is willing to accept such engagement, upon and
subject to the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the foregoing, and in accordance with
the terms and conditions set forth below, the parties hereto agree as follows:
ARTICLE I
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ENGAGEMENT AND SERVICES
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1.1 Engagement. Upon the terms and conditions set forth herein, CDC2000
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hereby engages CHS to manage and operate the Centers and to perform certain
general and administrative services in connection therewith, to provide the
Center Personnel in connection therewith, and to perform CDC2000's obligations
under the Medical Agreement, and CHS accepts such engagement and agrees to
perform such services and to provide the Center Personnel to CDC2000 as set
forth herein.
1.2 Responsibilities of CHS. On behalf of CDC2000, in accordance with the
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policies of CDC2000, in a commercially reasonable manner, and in accordance with
the budgets approved pursuant to Section 2.1, CHS shall conduct, supervise, and
manage the day-to-day operations of the Centers, and perform general and
administrative services in connection therewith, including, without limitation,
the following:
(a) Development Services. In addition to the duties and
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responsibilities otherwise set forth in this Section 1.2, CHS will perform the
following additional development services during the first twelve(12) months of
each new Center's operations: management of real
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estate research and feasibility, real estate negotiations and project
management, lease review and execution, architectural and construction
oversight, management of stocking and equipment procurement, management of the
pre-opening marketing process, including procurement of materials and training,
management of vendors and installations, and management of the pre-opening
hiring and training process for physicians and staff.
(b) Center Facilities; General Administrative Services. CHS shall
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assist CDC2000 in locating, leasing, building out, equipping, and otherwise
providing professional office space to operate the Centers. CHS shall provide
overall supervision and management of the Centers, including providing for the
maintenance and repair of all facilities, and all furniture, fixtures,
furnishings, equipment, and leasehold improvements located in or upon the
Centers. CHS will arrange for the provision of proper security, maintenance, and
cleanliness of the facilities within which the Centers are operated, and of the
furniture, fixtures, furnishings, and equipment located at such facilities. CHS
will or obtain for the Centers all laundry, linen, uniforms, printing,
stationery, forms, telephones, postage, duplication services, and any and all
other supplies and services of a similar nature which are reasonably necessary
in connection with the day-to-day operation of the Centers. CHS shall negotiate
and enter into such agreements as CHS may reasonably deem necessary or advisable
for the furnishing of utilities, services, and supplies for the maintenance and
operation of CDC2000's business pursuant to the Medical Agreement.
(c) Supplies. CHS will arrange for the provision of all medical and
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non-medical supplies of every kind, name, or nature, which CDC2000 may require
in order to conduct and operate the business of the Centers.
(d) Center Personnel. CHS shall hire, employ, train, supervise,
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compensate, and provide to CDC2000 all personnel required for the conduct of
business at the centers, including, but not limited to, all technical personnel,
receptionists, secretaries, clerks, marketing personnel, billing and collections
personnel, janitorial and maintenance personnel, and Center supervisory
personnel (the "Center Personnel").
(i) All Center Personnel shall be employees of CHS or an
affiliate of CHS, and CHS or such affiliate shall be solely responsible for (A)
payment of all Center Personnel compensation, wages, salary, fringe benefits,
bonuses, health and disability insurance, workers compensation insurance, and
any other benefits for Center Personnel which CHS may make available generally
to CHS's employees, (B) withholding and payment of all required employer taxes
in connection therewith, and (C) all payment of required taxes in connection
with the compensation paid to CHS pursuant to this Agreement. CHS shall have the
responsibility for hiring, discharging, and supervising the functions of all
Center Personnel.
(ii) CDC2000 shall have the right to demand by written notice
delivered to CHS that any Center Personnel be terminated, but only if the
termination is reasonably and legally supportable in the opinion of CHS as a
termination for cause. Otherwise, the termination of any Center Personnel at the
instance of CDC2000 shall only be completed upon CDC2000's agreement to
indemnify CHS with respect to any liability for such termination,
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including, but not limited to, unemployment insurance taxes, and such indemnity
shall be in a form and under terms reasonably satisfactory to CHS.
(iii) Center Personnel shall not include physicians and
paraprofessionals who are providers of healthcare at the Centers, whose services
will be provided by Association under the Medical Agreement (collectively, the
"Center Professionals"). CHS's authority and responsibility under this section
shall not include the hiring, discharging, and supervising of Center
Professionals.
(e) Insurance. CHS will obtain and maintain in full force and effect
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during the term of this Agreement, and all extensions and renewals thereof, all
insurance of every kind, name, and nature which the parties agree is appropriate
to protect CDC2000 and the Centers against loss in the nature of fire, other
catastrophe, theft, public liability, and non-medical negligence, in such
amounts as the parties shall mutually determine is appropriate. CHS shall obtain
general and professional liability insurance on behalf of CDC2000, Association,
and CHS insofar as these entities are related to the business of CDC2000. CHS
may make such insurance coverage available to CDC2000 through the program of
insurance maintained by Concentra Managed Care, Inc., an affiliate of CHS, for
all of its affiliates.
(f) Compliance With Laws. CHS will be responsible for making certain
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that CDC2000 and the Centers at all times comply with all laws, rules, and
regulations applicable to the business and operations of the Centers and with
reasonable quality assurance and utilization management standards.
(g) Patient Charges. CHS, in consultation with CDC2000 and
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Association, shall establish schedules of patient charges for medical services
and supplies provided by the Centers which take into account the financial
obligations of CDC2000 and Association pursuant to the Medical Agreement, market
conditions within the surrounding community for similar services, and the
importance of providing quality health care at a reasonable cost.
(h) Billing, Collection, and Patient Scheduling. CHS will prepare,
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mail, and collect all statements for all professional medical services rendered
in the Centers. CHS shall be responsible for all patient scheduling at the
Centers. All fees for professional services rendered by Center Professionals or
other licensed health care providers shall be billed by CHS in the name of
Association and shall be payable to Association. All collections made and
received by CHS for or on account of medical professional services rendered by
Center Professionals shall be held by CHS for Association's benefit and
deposited in one or more accounts in the name of Association, subject to the
provisions of Section 5.1.
(i) Management and Planning Reports. CHS will supply to CDC2000 on a
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regular, periodic basis such internal reports as requested by CDC200 for
evaluating the performance and productivity of Center Personnel as well as
evaluating the efficiency and effectiveness of CHS's management services. In
addition, CHS shall provide to CDC2000 the financial reports described in
Section 1.2(j).
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(j) Financial Matters.
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(i) Bookkeeping and Accounting. CHS will be responsible for
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making certain that CDC2000 and the Centers maintain all business, financial,
and accounting books, records, and reports required by applicable laws, rules,
or regulations. CHS will provide CDC2000 with all bookkeeping and accounting
services necessary or appropriate as CDC2000 shall determine to support
CDC2000's business including, without limitation, maintenance, custody, and
supervision of all of CDC2000's business records, papers, documents, ledgers,
journals, and reports, and the preparation, distribution, and recordation of all
bills and statements for services rendered by CDC2000 and Association pursuant
to the Medical Agreement, including the billing and completion of reports and
forms required by insurance companies, governmental agencies, or other
third-party payors. All billing shall be in compliance with all applicable
federal and state laws and regulations. Responsibility for the accuracy of the
billing rests with CHS, and CHS has the duty to investigate and ensure the
accuracy thereof.
(ii) Payment of Accounts. CHS shall be responsible for
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effecting the payment from CDC2000's accounts of payroll, trade accounts,
amounts due on short-term and long-term indebtedness, taxes, and all other
obligations of CDC2000; provided, however, that CHS's responsibility shall be
limited to the exercise of reasonable diligence and care to oversee the
application of CDC2000's and Association's funds collected to CDC2000's and
Association's obligations in a timely and prudent manner. CHS shall have no
separate liability with respect to any obligation of CDC2000 or Association.
CDC2000 hereby authorizes CHS to draw checks on CDC2000's accounts as necessary
to perform CHS's obligations under this Agreement and the Medical Agreement.
(iii) Payroll. CHS shall have the authority to utilize a
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payroll agent for CDC2000, should CHS determine the use of such an agent to be
desirable.
(iv) CHS's Funds. In no event shall CHS have any obligation to
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supply out of CHS's own funds working capital for CDC2000 or CDC2000's
operations.
(v) Financial Reports. CDC2000 shall have the right, from time
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to time, to inspect the accounting and financial records of CDC200 maintained by
CHS pursuant to this Agreement. CHS shall cause to be prepared and presented to
CDC2000 the following financial reports:
(A) Within thirty (30) days after the end of each
calendar month, a balance sheet dated as of the last day of that month, and a
statement showing the income and expenses of CDC2000 for that month and for the
fiscal year to date;
(B) Within ninety (90) days after the end of each fiscal
year of CDC2000, a balance sheet, dated as of the last day of that fiscal year,
and a statement of the
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income and expenses of CDC2000 for the fiscal year then ended, together with a
management letter; and
(C) Such other reports as CHS considers appropriate to
keep CDC2000 informed as to CDC2000's and the Centers' status and condition.
(k) Budgets. CHS shall prepare and submit to CDC2000 for approval,
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not less than forty-five (45) days prior to the end of each CDC2000 fiscal year,
the following budgets covering CDC2000's next fiscal year:
(i) Capital Expenditures Budget. A capital expenditure budget
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setting forth a program of capital expenditures for the Centers for the fiscal
year;
(ii) Operating Budget. A budget setting forth an estimate of
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CDC2000's and Association's operating revenues and expenses for the fiscal year,
together with an explanation of anticipated changes in CDC2000's and
Association's utilization and any changes in services offered by CDC2000 or
Association to patients, charges to patients, payroll rates and positions,
non-wage cost increases, and all other factors differing significantly from the
current year; and
(iii) Cash-Flow Projection. A projection of CDC2000's and
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Association's cash receipts and disbursements based upon the proposed operating
and capital budgets, together with recommendations as to the use of projected
cash-flow in excess of short-term operating requirements and as to the sources
and amounts of additional cash-flow that may be required to meet CDC2000's and
Association's operating requirements and capital requirements.
1.3 Construction. The grant of express authority to CHS with regard to
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specific matters by this Agreement is not intended by CDC2000 to be narrowly
construed for the purpose of restricting CHS's authority hereunder.
1.4 Relationship of Parties. In the performance of their respective duties
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and obligations hereunder, CDC2000 and CHS are independent contractors of each
other. CDC2000 and CHS each expressly disclaim any intent to form a
partnership or any other entity, or to become joint venturers in the operation
of the Centers by virtue of the execution and performance of this Agreement, and
shall not be agents of each other except with respect to agency for billing and
collections as set forth herein.
1.5 Medical and Professional Matters. Under no circumstances shall CHS be
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responsible for any medical matters. CHS may, however, consult with Association
and make recommendations concerning such matters. Association shall be
responsible for maintaining all medical records in accordance with the Medical
Agreement.
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ARTICLE II
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APPROVAL OF BUDGETS BY CDC2000
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2.1 Approval by CDC2000. CDC2000 shall take action to approve or
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disapprove the budgets proposed by CHS pursuant to Section 1.2(k) within thirty
(30) days after submission of the budgets to CDC2000. Notice of the action by
CDC2000 with regard to the budgets shall be delivered to CHS if all aspects of
the budgets as proposed by CHS are not approved by CDC2000. If such notice of
disapproval is not delivered to CHS within fifteen (15) days prior to the
commencement of CDC2000's fiscal year, the budgets shall be deemed to be
approved by CDC2000 as proposed by CHS.
ARTICLE III
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GRANT OF LICENSE BY CHS; LICENSE FEES
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3.1. Grant of Limited License. During the term of this Agreement, and all
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renewals and extensions hereof, CHS hereby grants to CDC2000 a non-exclusive,
non-transferable (other than to Association pursuant to the Medical Agreement)
license to use the "Concentra" trade name, including, trademarks or service
marks utilizing such trade name (collectively, the "Trade Names"), Confidential
Information (as hereinafter defined), and CHS's proprietary "OccuSource"
software system in and with respect to the business and operations of the
Centers. CHS acknowledges and agrees to CDC2000's non-exclusive,
non-transferable sublicense of the Trade Names and Confidential Information to
Association pursuant to the Medical Agreement. Because the license granted to
CDC2000 is not exclusive, CHS retains the right to license the Trade Names and
any and all other CHS trade names and/or service marks, Confidential
Information, and CHS's proprietary "OccuSource" software system to others or to
use any such names, marks and Confidential Information itself. Upon termination
of this Agreement, CDC2000 shall immediately cease and discontinue the use of
the Trade Names, Confidential Information, and CHS's proprietary "OccuSource"
software system.
3.2. Trade Secrets, Proprietary and Confidential Information. It is
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understood that during the course of this engagement, CDC2000 will have access
to and become familiar with certain management information systems and other
trade secrets and proprietary and confidential information of CHS (the
"Confidential Information") which includes, by way of illustration, and not by
way of limitation, (i) the methods, procedures and techniques utilized in
identifying prospective referral sources, patients, and customers and in
soliciting the business thereof; (ii) the methods, procedures and techniques
used in the operation of CHS's businesses, including the methods, procedures,
and techniques utilized in marketing, pricing, applying, and delivering CHS's
occupational healthcare products and services; and (iii) compilations of
information, records, and processes which are owned by CHS and/or which are used
in the operation of the business of CHS or CDC2000, including, without
limitation, computer software programs. CDC2000 agrees to use Confidential
Information only in furtherance of the business and operations of the Centers
hereunder and not for any other purpose unless authorized in writing by CHS.
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3.3 License Fees.
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(a) License Fee for Trademarks and Confidential Information. Within
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thirty (30) days after the end of each CDC2000 fiscal year, CDC2000 will pay CHS
an annual license fee of Twenty Thousand Dollars ($20,000) for each market in
which one or more Centers uses any of the Trade Names and/or Confidential
Information during such fiscal year (prorated for any partial fiscal year during
which a Center uses the Trade Names and/or Confidential Information in any
market). For purposes of this Section 3.3(a), "market" means a single
metropolitan area in which CDC2000 operates one or more Centers pursuant to this
Agreement.
(b) License Fee for OccuSource. Within ten (10) days following the
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date of installation, and, thereafter during the continuation of this Agreement,
on or before each subsequent annual anniversary date of such installation,
CDC2000 shall pay CHS an annual license fee of Seven Thousand Five Hundred
Dollars ($7,500) for each Center that uses CHS's proprietary "OccuSource"
software system. In addition, CDC2000 shall, during the continuation of this
Agreement, pay CHS the allocated cost of "OccuSource" upgrades and enhancements
used at the Centers. The allocated cost of any such upgrades and enhancements
will be determined in a reasonable manner, consistent with CHS's allocation of
expenses to all of its other owned and/or managed occupational healthcare
centers.
ARTICLE IV
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MAINTENANCE OF STANDARDS
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4.1 Consultants. CHS shall be the non-medical consultant for CDC2000 and
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Association and shall use its administrative and managerial experience and
expertise to carry out this Agreement. If CHS reasonably determines that
third-party consultants are required in connection with the business and
operations of the Centers, CHS may employ such consultants at CDC2000's expense.
4.2 Licenses and Permits. CHS shall apply for, and use its best efforts to
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obtain and maintain, in the name of and at the expense of Association or
CDC2000, as appropriate, all licenses and permits required in connection with
the management and operation of the Centers. CDC2000 shall cooperate with CHS
and use its best efforts in applying for, obtaining, and maintaining such
licenses and permits.
4.3 Confidentiality of Records. CHS shall use its best efforts to protect
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the confidentiality of the records of CDC2000 and Association and shall comply
with all applicable federal, state, and local laws and regulations relating to
the medical and financial records of CDC2000 and Association.
4.4 Medical Services. From time to time and as appropriate, CHS may make
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written recommendations to CDC2000 and Association concerning changes in the
medical services offered by the Centers. Prior to instituting any proposed
changes, CHS shall obtain the written approval of CDC2000 and Association.
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ARTICLE V
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PAYMENT OF FEES AND REIMBURSEMENT OF EXPENSES
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5.1 Management Fee. Commencing with the first month during which CDC2000
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shall have received any equity funding in accordance with the Securities
Purchase Agreement, of even date herewith, among CDC2000 and its stockholders,
in consideration of the services provided by CHS to CDC2000 pursuant to this
Agreement, CDC2000 will pay CHS a management fee each month in an amount equal
to the greater of (i) Fifteen Thousand Dollars ($15,000), or (ii) five percent
(5%) of the Centers' aggregate net revenue from all sources for such month (the
"Management Fee"). For the purposes of this Section 5.1(a), "net revenue" means
gross revenue/charges for any and all services rendered by and/or at the
Centers, minus contractual discounts and a reasonable reserve for bad debt, all
in accordance with generally accepted accounting principles consistently
applied. CDC2000 will pay the Management Fee to CHS on a monthly basis within
ten (10) days following the end of each month. To the extent not so paid, CHS
may retain the amount of the Management Fee out of CHS funds on a monthly basis.
5.2 Reimbursement of Expenses. In addition to the Management Fee, CDC 2000
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will reimburse CHS and/or its affiliates, on a monthly basis, for the actual
amount of compensation, taxes, and benefits paid to or with respect to the
Center Personnel and for all direct, third-party, and certain indirect expenses
incurred on behalf of CDC 2000 in connection with the Centers (including,
without limitation, a reasonable allocation of insurance expense, of the
expenses related to billing and collection functions performed by CHS's billing
offices, and of the compensation and expenses paid to or with respect to CHS's
regional operations personnel who have direct responsibility for the markets in
which the Centers are located). Any allocation of indirect expenses will be
determined in a reasonable manner, consistent with CHS's allocation of expenses
to all of its other owned and/or managed occupational healthcare centers.
ARTICLE VI
TERM AND TERMINATION
6.1 Term. This Agreement shall commence on the Effective Date and shall
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continue until the earliest to occur of the following: (a) the date of
termination pursuant to Section 6.2; (b) written agreement of the parties to
this Agreement; or (c) October 1, 2005.
6.2 Early Termination. This Agreement may be terminated prior to the
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expiration of the term described in Section 6.1 as follows:
(a) If a party shall apply for, or consent to, the appointment of a
receiver, trustee, or liquidator of all or a substantial part of such party's
assets, file a voluntary petition in bankruptcy, make a general assignment for
the benefit of creditors, file a petition or an answer seeking reorganization or
arrangement with creditors or to take advantage of any insolvency law, or if a
final order, judgment, or decree shall be entered by a court of competent
jurisdiction, on the application of a creditor, adjudicating such party a
bankrupt or insolvent or approving a petition seeking reorganization of such
party or appointing a receiver, trustee, or liquidator of such party or
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of all or a substantial part of its assets, the other party may terminate this
Agreement immediately upon notice to such party;
(b) Either party may terminate this Agreement immediately upon
notice to the other party in the event of such other party's breach of a
material provision of this Agreement, which breach remains uncured for a period
of thirty (30) days following receipt of notice specifying the breach complained
of; or
(c) CHS may terminate this Agreement immediately upon notice to
CDC2000 in the event of the termination of the Medical Agreement.
6.3 Rights Cumulative. The various rights and remedies herein provided for
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shall be cumulative and in addition to any other rights and remedies the parties
may be entitled to pursue under the law. The exercise of one or more of such
rights or remedies shall not prejudice the rights or remedies of either party to
exercise any other right or remedy at law or in equity or pursuant to this
Agreement.
6.4 Remedies Upon Termination. Termination of this Agreement shall not
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release or discharge either party from any obligation, debt, or liability which
shall have previously accrued and remained to be performed upon the date of
termination. Upon termination of this Agreement, CHS shall remove from any
Center all property of CHS, and neither party shall have any further obligations
under this Agreement except pursuant to Article III, Article V and Section 8.2
(which provisions shall survive the termination of this Agreement). CHS shall be
entitled to receive payment of all amounts unpaid but earned up to the date of
termination, which payment shall be due on the date on which CHS vacates
CDC2000's premises and relinquishes to CDC2000 sole possession of any and all
property of CDC2000, including, but not limited to, financial records and all
other documents necessary for or related to CDC2000's business.
6.5 Property Due on Termination. On the termination of this Agreement,
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each party shall immediately deliver or cause such party's employees or agents
to deliver in good condition all property in such party's possession which
belongs to the other party, ordinary wear and tear and damage by any cause
beyond the reasonable control of either party excepted.
ARTICLE VII
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NONCOMPETITION
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7.1 Noncompetition Covenant. Each party hereby covenants and agrees that,
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during the term of this Agreement, such party will not, directly or indirectly,
without the prior written consent of the other party, either as an employee,
employer, consultant, agent, principal, partner, stockholder (other than
ownership of securities of publicly held corporations of which such party owns
less than one percent (1%) of any class of outstanding securities), corporate
officer, director, investor, or financier or in any other individual or
representative capacity, engage or participate in any business within the
Prohibited Area (as hereinafter defined) that is in competition in any manner
whatsoever with the occupational healthcare center(s) owned, operated, and/or
managed by the other party. For purposes of this Section 7.1, "Prohibited Area"
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means the area within a twenty (20) mile radius of any occupational healthcare
center owned, operated, and/or or managed by the other party.
ARTICLE VIII
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MISCELLANEOUS
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8.1 Assignment. Neither party may assign this Agreement, or any of its
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rights or obligations hereunder, to any other person or entity, without the
prior written consent of the other party.
8.2 Indemnification. Each party shall indemnify, defend, and hold harmless
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the other party and such other party's affiliates, directors, officers,
shareholders, and employees, from and against any and all liability, loss,
claim, damage, cost, and expense (including, without limitation, reasonable
attorneys' fees and costs of defense) arising out of or in connection with the
indemnifying party's negligent acts or omissions in the performance of its
duties and responsibilities pursuant to this Agreement.
8.3 Notices. Any notice or other communication under this Agreement shall
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be in writing and shall be delivered in person or sent by pre-paid certified or
registered mail, receipted overnight messenger service, receipted hand delivery,
or telecopier (with electronic confirmation), as follows:
If to CDC2000: Concentra Development Corporation 2000
0000 Xxxxxxxx Xxxxx, Xxxxx 000 - West Tower
Addison, Texas 75001
Attn: Legal Counsel
Facsimile: (000) 000-0000
If to CHS: Concentra Health Services, Inc.
0000 Xxxxxxxx Xxxxx, Xxxxx 000 - West Tower
Addison, Texas 75001
Attn: General Counsel
Facsimile: (000) 000-0000
Each such notice or other communication shall be considered to have been given
when received if delivered in person, three (3) days after being mailed if sent
by certified or registered mail, one (1) day after being given to the overnight
messenger service if sent by that means, or on the date of transmission if sent
by telecopier. For these purposes, Saturdays, Sundays and federal legal holidays
shall be excluded. Any party may change its address for purposes of this
Agreement by notice in accordance with this Section 8.3.
8.4 Entire Agreement; Amendment. This Agreement contains the entire
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agreement between the parties to this Agreement with respect to the subject
matter hereof and supersedes any and all prior agreements, arrangements, or
understandings, whether oral or written, between
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the parties with respect to the subject matter hereof. This Agreement cannot be
amended, changed, or modified except by another agreement in writing executed by
both parties.
8.5 Warranties. The parties warrant that each has the legal capacity to
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enter into this Agreement and that their respective obligations do not violate
any statute, ordinance, ruling of any administrative body, or any agreement to
which either CDC2000 or CHS is a party.
8.6 Heading. The headings contained in this Agreement are for convenience
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of reference only and are not intended to define, limit, or proscribe the scope
or intent of any provision of this Agreement.
8.7 Severability. If any provision of this Agreement or its application to
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any person or circumstance shall be invalid or unenforceable to any extent, the
remainder of this Agreement and the application of its provisions to other
persons or circumstances shall not be affected by such invalidity or
unenforceability and shall be enforced to the greatest extent permitted by law.
8.8 Governing Law. This Agreement shall be governed by, and construed and
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enforced in accordance with, the laws of the State of Texas.
8.9 Rights Cumulative; No Waiver. No right or remedy in this Agreement
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conferred upon or reserved to either party is intended to be exclusive of any
other right or remedy, and each right and remedy shall be cumulative and in
addition to any other right or remedy given under this Agreement, or now or
hereafter legally existing upon the occurrence of an event of default under this
Agreement. The failure of either party to insist at any time upon the strict
observance or performance of any of the provisions of this Agreement or to
exercise any right or remedy as provided in this Agreement shall not impair the
right or remedy or be construed as a waiver or other relinquishment thereof with
respect to subsequent defaults.
8.10 Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers, effective as of the date first set forth
above.
CDC2000:
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CONCENTRA DEVELOPMENT CORPORATION 2000
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President
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CHS:
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CONCENTRA HEALTH SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxx XX
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Xxxxxxx X. Xxxx XX
Executive Vice President
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