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EXHIBIT 10.28.1
IMNET SYSTEMS, INC.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxxx XX
Xxxxxxxxxx, Xxxxxxx 00000
DISTRIBUTOR AGREEMENT
This Agreement is entered into and effective on the later of the two
dates below written, by and between IMNET Systems, Inc. with its principal place
of business as set forth above ("IMNET") and HealthVISION Inc. with its
principal place of business at 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxx, XX 00000
("Distributor"). The parties agree as follows:
1. DEFINITIONS.
a) Customer. The term "Customer" means any end-user to whom
Distributor licenses a copy of any Software in accordance with this
Agreement.
b) Installation Services. The term "Installation Services" means
the services provided to a Customer, including, but not limited to, the
project management, system integration, and installation and testing of
the Software at a Customer's site.
c) Software. The term "Software" means the proprietary computer
software described on Exhibit A, attached hereto and incorporated
herein by reference, including any related documentation and any
subsequent revisions or modifications furnished to Distributor by
IMNET.
d) Territory. The term "Territory" means the geographic territory
in which Distributor may distribute the Software. The Territory shall
be the United States Canada, and the United Kingdom for all Software.
The Territory may be modified by mutual consent. Sales by Distributor
outside the Territory shall be agreed-upon on a case-by-case basis.
2. APPOINTMENT.
a) During this Agreement, IMNET grants to Distributor a
non-exclusive, non-transferable right to market and license the
Software in the Territory to Customers, either directly or through its
agents, pursuant to the terms of Customer's then-current standard
software license and maintenance agreement. Distributor shall provide
IMNET with a review copy of said agreement, and shall make any
reasonable additions requested by IMNET for IMNET to protect its rights
in the Software. Distributor shall provide a revised copy of said
agreement in the event that it is materially revised by Distributor.
b) Distributor agrees not to develop, distribute, promote or
market proprietary software of its own or of third parties, as
appropriate, which materially compete with the Software during the term
of this Agreement without first giving IMNET twelve
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(12) months prior written notice of Distributor's intent to develop,
distribute, promote, or market such other competing items as the case
may be.
c) Distributor may either (i) provide Installation Services for
the Software through IMNET-trained Distributor personnel or (ii)
subcontract for such Installation Services with IMNET. To facilitate
smooth installation of the initial systems, IMNET personnel will be
subcontracted to provide project management services for at least the
first five (5) installations of Software.
3. TERM AND TERMINATION.
a) This Agreement shall commence on the date last below written
and unless sooner terminated in accordance with this Agreement, this
Agreement shall remain in effect for an initial term of two years. This
Agreement shall automatically renew for successive one year terms,
unless either party gives the other party notice of its intent not to
renew this Agreement at least sixty (60) days prior to the beginning of
each successive renewal term.
b) Either party may terminate this Agreement upon 90 days'
written notice to the other party of its intent to terminate this
Agreement.
c) IMNET may terminate this Agreement prior to its expiration on
the occurrence of any of the following events:
i) A default by Distributor which has not been cured
within thirty (30) days of IMNET's written notice to
Distributor of the default;
ii) Distributor's violation of the confidentiality
provisions of this Agreement;
iii) If Distributor ceases to do business or become
insolvent.
iv) If Distributor attempts to assign this Agreement
except as provided herein.
d) Distributor may terminate this Agreement prior to its
expiration on the occurrence of any of the following events.
i) A default by IMNET which has not been cured within
thirty (30) days of Distributor's written notice to IMNET of
the default.
ii) If IMNET ceases to do business or becomes insolvent.
iii) If IMNET attempts to assign this Agreement except as
provided herein.
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4. DUTIES ON TERMINATION.
a) Upon expiration or termination of this Agreement, Distributor
agrees to cease marketing and licensing the Software. Distributor shall
return or destroy all copies of the Software in its possession as
requested by IMNET. Distributor agrees to pay all accrued fees to IMNET
and to provide a full accounting for sales as required by this
Agreement. The obligation of confidentiality set forth in this
Agreement shall survive any termination of this Agreement.
b) The obligations of this Agreement shall survive with respect
to any Distributor proposals or sales quotations to prospective
Customers outstanding upon the date of notice of termination of this
Agreement, unless the parties otherwise mutually agree after a
case-by-case review by IMNET and Distributor.
c) Any undischarged obligation of the parties existing at
termination of this Agreement shall survive termination of the
Agreement.
5. CUSTOMERS' RIGHTS UPON TERMINATION.
Termination of this Agreement shall not effect the rights of any
Customer to use the Software and, unless otherwise agreed between
Distributor and IMNET, all agreements between Customers and
Distributor for maintenance services for such Software shall
automatically be assigned to IMNET upon termination of this Agreement.
6. DUTIES OF DISTRIBUTOR.
a) Roll Out Plan. Distributor shall agree to a roll out
commitment for the inclusion of Software in Distributor's sales
activities. This roll out plan will clearly set out the activities that
will be performed by both Distributor and IMNET within the first six to
nine months following this Agreement's execution. The parties shall
develop a roll out plan within six (6) weeks of the effective date of
this Agreement.
b) Marketing and Sales. Distributor shall use its best efforts to
market the Software, and shall not discount the Software below the
IMNET List Price without IMNET's consent, which shall not be
unreasonably withheld or delayed. On an annual basis, the parties shall
meet to review Distributor's sales projections and IMNET's Software
status for the coming year.
c) Reporting of Problems. Distributor shall promptly inform IMNET
of any problems with the Software that come to its attention.
d) Integration. The integration of Software with Distributor's
otherwise separate application software shall be performed on a
mutually agreed-upon basis and resource commitment of the respective
parties.
e) Customer Call Management and Tracking. The parties intend that
Distributor's existing Customer support system will receive the initial
request for support and maintenance services from Customers.
Distributor will determine the
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nature of the Customer's problem, and where indicated, will forward
Customer support requests regarding the Software to IMNET's Customer
support service. Distributor shall maintain such records as it deems
needed to follow up on such Customer requests, and Distributor and
IMNET shall jointly review any unresolved Customer requests on a
mutually agreed upon basis. Off hours call tracking and support will be
provided to Customers on a mutually agreed upon basis between
Distributor and IMNET.
f) Warranties and Representations. Distributor shall make no
warranties or representations with respect to the Software other than
those expressly made in compliance with this Agreement in the
applicable Customer license documents.
7. OBLIGATIONS OF IMNET.
a) New Products. IMNET agrees that Distributor shall have sixty
(60) days from notice in which to evaluate any new IMNET products and
decide whether or not to extend this Agreement to such new products on
such terms as the parties may agree.
b) Availability of Consultation. IMNET will be available for
telephone consultation with Distributor at such times and for such
periods as Distributor may reasonably request.
c) Warranty and Maintenance Support. Until the parties mutually
agree that Distributor is proficient to supply the above "first line"
customer support, IMNET shall provide such "first line" support. Upon
such agreement, IMNET shall provide "second line" support consisting of
addressing problems forwarded to IMNET by Distributor's support
personnel. IMNET shall provide technical bulletins, updated user guides
and other materials as they are released by IMNET, as well as any
updates to the Software. In the event that the parties mutually agree
that IMNET on-site support is required for a particular Customer, IMNET
and Distributor shall share the cost of such support as mutually agreed
upon on a case-by-case basis.
d) Promotional Material. IMNET will supply promotional materials
relating to the Software. Copies, as provided in the agreed upon
roll-out plan, will be provided at no additional cost; additional
copies shall be provided at IMNET's cost.
e) Training. IMNET shall provide training for Distributor's
personnel at IMNET regularly scheduled training classes free of charge
(except for Distributor's expenses of training, e.g., travel, lodging,
and meals) for a period of one year following the commencement date of
this Agreement. IMNET shall make available regularly scheduled training
to Distributor's personnel after this one year period, and to
Distributor's Customers, at IMNET's then prevailing training rates.
f) Documentation. IMNET will supply Distributor, at no charge,
with a set of technical instructional and operational manuals for the
Software to be distributed by Distributor and Distributor may reproduce
such materials with no additional license charges payable to IMNET.
Additional documentation shall be provided by IMNET at
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IMNET's cost. Upon termination of this Agreement, Distributor agrees to
return to IMNET any documentation in Distributor's possession which was
provided by IMNET at no charge to Distributor.
8. FEES AND PAYMENT TERMS.
a) For each direct sale by IMNET based upon a lead furnished by
Distributor where such lead was not in IMNET's existing sales database,
IMNET shall pay Distributor a referral fee of 10% of the Software
license fee of the IMNET Software within 30 days of IMNET's receipt of
the first Software payment from the IMNET customer.
b) For each sale by Distributor of the IMNET Software under a
Distributor contract, the revenue from the IMNET Software sale shall be
split such that Distributor receives 25% of the license fee, and IMNET
shall receive 75%. IMNET shall be reimbursed on a prorata basis based
on Customer contract milestones within 30 days of said milestones;
however, the IMNET share shall be received
in full no later than shipment of the IMNET Software to the Customer.
c) Fees for providing Software maintenance services to Customers
shall be fixed at 15% of the List Prices for Software listed in the
IMNET Price Reference Guide current at the time of billing. IMNET
reserves the right to change the list price of the Software on a yearly
basis, and IMNET shall provide thirty (30) days advance written notice
via facsimile to Distributor of any such changes. Customer orders or
Distributor quotations for Software to be delivered within ninety (90)
days after the date of any announced price increase will be honored by
IMNET at the previously prevailing prices.
d) Distributor agrees to pay IMNET a portion of maintenance fees
received for Software from Customers under Distributor's Customer
contracts. Until the parties agree that Distributor is adequately
trained to fulfill its maintenance obligations described above, IMNET
shall receive 100% of the maintenance fees due for Software. At that
time and annually thereafter, the parties shall establish, in good
faith, the percentages due each party, taking into account the level of
each party's effort and ability in providing Customer support services.
Maintenance fees due IMNET shall be paid in full prior to the
initiation of maintenance services.
e) Distributor shall pay all taxes and duties associated with the
sale by Distributor of any services and licensing of Software, except
for those taxes based on IMNET's net income.
f) Distributor shall remit fees due IMNET within 30 days of said
fees being due IMNET, along with documentation setting forth the amount
due to IMNET for Software and Software Maintenance, as well as the
Software's location, and any other pertinent information as mutually
agreed upon by the parties.
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g) IMNET reserves the right to refuse to provide maintenance and
support services to Customers when amounts due to IMNET remain unpaid
after thirty (30) days from the date due. IMNET agrees to reinstate
maintenance services promptly upon payment of all past due and current
charges.
h) Distributor shall pay a late charge of 1% per month on all
amounts due IMNET and not paid by the due date. All amounts due shall
be invoiced and paid in U.S. dollars.
i) The provisions of this Section shall survive termination of
this Agreement for any reason.
9. ORDERS.
Distributor will promptly advise IMNET of Distributor's receipt of an
order for Software, including a copy of the relevant portions of any
such Customer agreement. Any such notice shall be subject to
acceptance by IMNET and the terms and conditions of this Agreement
shall prevail not withstanding any variations or additions contained
in any form submitted by Distributor or Distributor's Customer.
10. LICENSE RIGHTS.
Subject to the terms and conditions of this Agreement, IMNET grants to
Distributor a non-exclusive, non-transferable license to market and to
distribute the Software described on Exhibit A. Except as set forth
herein, Distributor shall not provide or otherwise make available the
Software or any part or copies thereof to any third party. Under no
circumstances may Distributor reverse engineer, disassemble or
decompile, in whole or in part, any Software. Distributor acknowledges
that the Software is the sole property of IMNET and that Distributor
has no rights in the Software except those expressly granted in this
Agreement.
11. WARRANTY.
a) IMNET warrants that it owns all right, title, and interest in
the Software or otherwise has the right to grant the rights granted by
it to Distributor hereunder, and that the grant of rights by IMNET does
not infringe upon the rights of any third party arising from any
omission from IMNET.
b) IMNET warrants that the Software will conform in all material
respects to the applicable documentation in effect at the time of
delivery for a period of ninety (90) days from Acceptance by
Distributor or Customer. During the warranty period, IMNET's sole
responsibility and liability hereunder shall be to use reasonable
efforts to remedy any such reproducible non- conformance which is
reported to IMNET in writing or by electronic mail. IMNET will advise
Distributor as to when any such reported problem can be fixed and
released to Distributor. IMNET does not warrant that the use of the
Software will be uninterrupted or error free. Except as set forth
above, the Software is licensed "AS IS". This Warranty does not apply
to Software that has been modified by Distributor or any other third
party; or, if the Software is
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operated on equipment and/or with third party operating systems that do
not meet IMNET specifications.
12. WARRANTY EXCLUSIONS.
a) To the extent permitted IMNET will pass through to Distributor
or Customers all available end-user warranties obtained from other
manufacturers of IMNET supplied products. Distributor and Customers
will look only to such manufacturers should they require warranty
service under such warranties.
b) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, IMNET MAKES NO
WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO ANY SOFTWARE,
AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
13. LIMITATION OF LIABILITY.
a) Except as otherwise expressly provided within, IMNET shall not
be liable for any loss or damage claimed to result from use, operation,
or performance of the Software regardless of the form of action, except
for the portion of loss or damage caused by the sole gross negligence
of IMNET. In no event shall IMNET or its third party suppliers be
liable to Distributor or Distributor's Customers for any special,
indirect, incidental, or consequential damages; any damages resulting
from loss of use, data or profits; or any claim, whether in contract or
tort, regardless of whether IMNET knew or should have known of the
possibility of such damages.
b) IMNET's maximum liability hereunder is expressly limited to
any amounts paid under this Agreement by Distributor to IMNET within
the twelve (12) month period (or fraction thereof) immediately
preceding the Software malfunction or other cause allegedly giving rise
to the claim, even if the remedies provided herein are deemed to have
failed in their essential purpose. This limitation shall not apply to
any claim arising under Section
c) The provisions of this Section shall survive termination of
this Agreement for any reason.
14. INDEMNIFICATION.
a) IMNET shall defend and indemnify Distributor against any claim
that the distribution of any Software furnished and used within the
scope of this Agreement constitutes an infringement of any patent or
copyright registered in the United States, provided that (i) IMNET is
promptly notified by Distributor of the action, (ii) IMNET has sole
control of the defense and all settlement negotiations, and (iii)
Distributor provides reasonable assistance, information, and authority
necessary to perform the above, with reasonable out-of-pocket expenses
incurred by Distributor in providing such assistance being reimbursed
by IMNET. IMNET may, at any time it is concerned over the possibility
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of such infringement, at its option and expense, procure for
Distributor the right to continue distribution of the affected
Software, replace or modify the Software so that the possible
infringement will not exist, or remove the Software involved and
terminate this Agreement with respect to said Software.
b) The foregoing states the entire obligation of IMNET with
regards to its liability for patent, copyright, or trade secret
infringement, and the provisions of this Section shall survive the
termination of this Agreement for any reason.
15. TRADEMARKS AND TRADENAMES.
During the term of this Agreement, Distributor is authorized to use the
phrase "Authorized IMNET Distributor" in connection with the sale,
advertisement, and promotion of Software. Nothing herein shall
give Distributor or Customers of Distributor any interest or license
in such phrase beyond that specifically granted herein. Distributor
specifically agrees that in the event that Distributor "private
labels" the Software, Distributor will display the IMNET Image Engine
Logo on publications, including brochures, sales literature,
documentation and training materials. Usage specifications, together
with reproduction masters in film and/or magnetic form, will be
supplied to Distributor by IMNET upon request. Any such authorization
to use IMNET's trademarks and/or logos shall terminate when this
Agreement is terminated.
16. CONFIDENTIALITY.
a) IMNET and Distributor agree that all proprietary information
in whatever form delivered by one party to the other shall be held in
strict confidence and shall be used only for purposes of this
Agreement. No such information, including the provisions of this
Agreement, shall be disclosed by the recipient party, its agents or
employees without the prior written consent of the other party, except
as may be necessary by reason of legal, accounting or regulatory
requirements beyond the reasonable control of the recipient party. The
provisions of this Section shall survive termination of this Agreement
for any reason.
b) Distributor acknowledges that its close association with IMNET
has provided it with information that would otherwise be unavailable to
a competitor of IMNET. Therefore, Distributor agrees that in addition
to any other obligations it may have with regards to maintaining the
confidentiality of any such information, Distributor will not use any
such information to make any negative or disparaging comments or
comparisons of any of Distributor's future products with the Software.
The provisions of this Section shall survive termination of this
Agreement for any reason.
17. SOURCE CODE ESCROW.
a) Upon the licensing of the Software to a Customer, IMNET agrees
to establish an escrow account with Fort Xxxx Escrow Services, Inc.
(the "Escrow Agent"). IMNET shall deposit into the Escrow Account the
source code for the Software under the terms of the Escrow Agent's
standard Escrow Agreement. If Distributor obtains access to the source
code of the Software pursuant to the terms of the Escrow Agreement,
Distributor
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shall use the source code solely for the support of Customers and said
source code shall be subject to the restrictions on use, transfer,
sales and reproduction placed on the Software itself by this Agreement.
b) Provided that the Distributor is not then in default under the
terms of this Agreement or the Escrow Agreement and subject to the
provisions set forth below and in the Escrow Agreement, the Escrow
Agent shall provide to the Distributor one complete copy of the source
code upon occurrence of any one or more of the following events:
i) IMNET ceases, for any reason, to do business (other
than the sale of its business to a party which assumes IMNET's
obligations hereunder); or
ii) Provided that IMNET is obligated to provide
maintenance services for the Software to Customer(s) under
this Agreement or any other agreement between Customer(s) and
IMNET, the failure by IMNET, following not less that 90 days
written notice from Customer clearly indicating the alleged
default, to maintain the Software and such failure
substantially impairs Customer's ability to operate and use
the Software in accordance with IMNET's documentation.
c) In the event that the parties do not agree as to the
occurrence of one of the above events, the parties hereby agree no such
occurrence shall be deemed to have occurred unless and until the
Arbitrator has found, after hearing as to the facts, that such
occurrence has taken place.
d) If any of the escrowed materials which may be provided to
Distributor pursuant to this Section and the Escrow Agreement contains
third-party software (e.g., compilers, utilities) used to prepare
machine-readable copies of the Software, Distributor shall be
responsible for obtaining any required licenses from the third-party
licensors for the use of such software.
e) It is expressly understood that this Section pertains to the
right to use the Software and that no rights to ownership of the source
code shall pass from IMNET to Distributor, unless expressly agreed upon
herein in writing. It is also expressly understood that this source
code is the confidential and secret asset of IMNET and the source code
will be secured by Distributor and not reproduced or copied, or be made
available to any other party. It is also expressly understood that the
source code will either be returned to IMNET or destroyed once the
default which gave Distributor access to the source code is removed.
UNDER NO CIRCUMSTANCES IS THE SOURCE CODE TO BE SOLD, TRANSFERRED, OR
COPIED BY DISTRIBUTOR.
18. DISPUTE RESOLUTION.
a) Informal Resolution. If a dispute arises hereunder, then IMNET
and Distributor each agree that, prior to commencing arbitration or
termination of this Agreement, each party will cause the dispute to be
brought to the attention of its respective Chief Executive Officer (or
their respective designees). The Chief Executive Officers or designees
shall
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make a good faith effort to resolve the dispute or issue between the
parties and shall consider using non-binding mediators to address the
dispute if they are unable to resolve it.
b) Formal Resolution.
i) Arbitration. All disputes, controversies, claims,
etc. in connection with this Agreement or any breach thereof
shall be finally settled by arbitration in Atlanta, Georgia,
applying Georgia law, conducted in accordance with the
then-current Commercial Arbitration Rules (the "Rules") of the
American Arbitration Association. Either party may give
notice, in accordance with this Agreement, of its intention to
submit such dispute, etc. to arbitration, which shall take
place before a single arbitrator experienced in the software
industry and appointed by the American Arbitration Association
in accordance with the Rules (the "Arbitrator"). Each party to
the arbitration is to pay an equal part of all costs,
including any deposits, associated with the arbitration,
except that each party shall be responsible for its own
attorneys' fees.
ii) Final and Binding Determination. The determinations
of the Arbitrator will be final and binding upon the parties
to the arbitration, and judgment upon the award rendered by
the Arbitrator may be entered in any court having
jurisdiction, or application may be made to such court for a
judicial acceptance of the award and an order of enforcement,
as the case may be. The Arbitrator shall set forth with
specificity the grounds for the decision in the award.
19. MISCELLANEOUS.
a) Applicable Law. This Agreement shall be interpreted.,
construed, and enforced in accordance with the laws of the State of
Georgia. Each party consents to the exclusive personal jurisdiction and
venue of the state and federal courts with jurisdiction in Xxxxxx
County, Georgia for resolution of all disputes arising hereunder.
b) Compliance with Applicable Laws.
i) Distributor agrees that it will comply with and
faithfully observe all laws and regulations in all
jurisdictions in which it may conduct its business, including
compliance with the regulations governing registration as a
distributor for the distribution of medical software devices
if required.
ii) In the event that the Distributor becomes aware of
any conflict between the terms of this Agreement and any laws
of the jurisdiction(s) in which it does business, Distributor
shall immediately notify IMNET of the conflict and the parties
agree to negotiate in good faith to resolve the matter.
iii) Distributor agrees that is it will comply with all
the laws and regulations regarding export of Software.
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iv) Distributor agrees that it shall neither make nor
promise to make any gift or payment of money or anything of
value either directly or indirectly to any officer or employee
or agent of a government or any department thereof, or to any
political party, or candidate for political office for the
corrupt purpose of inducing such official, employee, agent,
party or candidate to misuse his/her position or to influence
any act or decision of a government in order to obtain,
retain, or direct business to IMNET.
c) Relationship of the Parties. The parties shall be deemed to be
solely independent contractors and this Agreement shall not be
construed to create any partnership, agency, or joint venture
relationship.
d) Assignment. This Agreement may not be assigned by Distributor
without the express written approval of IMNET, which shall not be
unreasonably withheld or delayed.
e) Solicitation of Employees. Neither IMNET nor Distributor shall
solicit the service of or hire employees of the other during the term
of this Agreement or for a period of one (1) year after the expiration
of the term of this Agreement. Nothing in this Section shall prevent
either party from offering employment to any employee of the other
party who responds to a publicly made advertisement of employment,
provided that such advertisement is not an attempt to solicit, entice,
or induce any employee of the other party to seek employment with the
advertising party or otherwise circumvent the advertising party's
obligations hereunder.
f) Notices. Notices required to be given to either party from the
other shall be sent by US Mail, certified returned receipt, Federal
Express, or other overnight delivery service, signature required, to
the parties' respective addresses listed herein, or by a facsimile to
the facsimile numbers provided (if any) by each party to the other
party.
g) Severability. If any portion of this Agreement is determined
by a court of competent jurisdiction to be invalid or unenforceable,
such determination shall not effect the validity or enforceability of
any other part or provision of this Agreement.
h) Waiver. No waiver by any party of any breach of provision
hereof shall constitute a waiver unless made in writing signed by that
party.
i) Amendments. This Agreement may be amended only expressly and
in a writing signed by the duly authorized representatives of both
parties. No deviation from the terms and conditions of this Agreement
shall be binding upon a party unless specifically set forth in a
writing signed by an authorized representative of that party.
j) Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed as an original, and all of
which together shall constitute one and the same agreement.
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k) Third Party Beneficiaries. No third party beneficiary,
including without limitation, any Customer or other end-user of the
Software, is intended to be created by this Agreement.
l) Construction. The parties agree and acknowledge that each
party has contributed to the drafting of this Agreement and the rule of
construction that an agreement shall be construed against the drafting
party shall have no application to this Agreement.
m) Entire Agreement. This Agreement along with its attached
exhibits, constitutes the entire Agreement and supersedes all prior
proposals, negotiations, and communications, oral or written, between
the parties relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the dates below written:
IMNET SYSTEMS, INC. HEALTHVISION INC.
By: /s/ Xxxx X. Xxxxxxx, Xx. By: /s/
------------------------------- ------------------------------
Title: Sr. V.P. Marketing Title: Chairman
---------------------------- ---------------------------
Date: June 12, 1997 Date: 6/13/97
----------------------------- ----------------------------
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EXHIBIT A
Software
A. IMNET Image Engine(R) - The object code form of IMNET's proprietary,
copyrighted Software, as listed in IMNET's Price Reference Guide and
generally described as needed to manage the following functions:
- capturing and indexing of paper documents
- indexing of digitized and film images
- storage of images in magnetic, optical and film devices
- integration with host based applications
- retrieval of electronic images
- displaying, printing or faxing images
B. IMNET Workflow Engine(TM) - The object code form of IMNET's
proprietary, copyrighted software, as listed in IMNET's Price Reference
Guide and generally described as needed to manage the following
functions:
- capturing and redesigning of the existing flow of information
departmentally, enterprise-wide, and across community networks
- examine, define, and even-re-engineer tasks to govern the
assembly and flow of information in logical "document",
"folder", or "case" combinations
- automating the assembly of required information and delivering
it simultaneously to multiple points
C. IMNET Electronic Patient Record System(TM) - The object code form of
IMNET's proprietary, copyrighted software, as listed in IMNET's Price
Reference Guide and generally described as needed to manage the
following functions:
- Chart creation and completion processes
- Chart deficiency management
- Physician electronic signatures and annotation
- Patient record archive on magnetic disk, optical disk, and/or
microfilm
- Direct user access of electronic patient record information
- User security management
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- System audit trails
- System administration
D. IMNET MedVisionTM - The object code form of IMNET's proprietary,
copyrighted software, generally described as needed to manage the
following functions:
- direct access to the complete data generated by medical
scanning devices, including nuclear, ultrasound, video, CT,
MR, and other medical images
- view and analyze nuclear, ultrasound, video, CT, MR, and other
medical images and patient data
- archive management of medical images
- manipulate images, including window and level functions, color
palettes, magnification and interpolation, and cine animations
- automated pre-fetching and routing of medical images
- support teleradiology
- print, copy, or export image files in standard format
- provide complete storage, retrieval and archiving for medical
images (i.e., Picture Archive Communications System ("PACS"))
- Departmental and enterprise-wide PACS
E. IMNET LaserArc(TM) - The object code form of IMNET's proprietary,
copyrighted software, as listed in IMNET's Price Reference Guide and
generally described as needed to manage the following functions:
- Capture of printer streams and redirection to optical or
magnetic storage ("COLD" - Computer Output to Laser Disk)
- retrieval of printer streams and formatting for screen viewing
and printing
- Customized reports based on stored printer streams
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