CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.57
January 15, 1999
VIA FACSIMILE TO: (000) 000-0000
---------------------------------
Xx. Xxxx Xxxxxxx
Senior Vice President and General Counsel
MedQuist, Inc./Transcriptions, Ltd.
0 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter states the terms of our agreement through which Transcriptions,
Ltd. and WebMD, Inc. will co-market *** subscriptions to WebMD. Transcriptions,
Ltd. agrees to place or purchase a minimum of *** one-year subscriptions to
WebMD for physicians who will be selected by Transcriptions, Ltd., originating
*** subscriptions per month beginning on February 1, 1999. The final ***
subscriptions would, therefore, originate on June 1, 1999 and expire on May 31,
2000. Transcriptions, Ltd. will pay WebMD the subscription sponsorship fee of
$29.95 per subscription per month in arrears on a monthly basis, with the first
payment due on February 28, 1999. WebMD will invoice Transcriptions, Ltd.
monthly, based on actual subscriber count and Transcriptions, Ltd. will receive
credit against each such invoice in the amount, if any, of any payments received
by WebMD from any subscriber placed by Transcriptions, Ltd. pursuant to this
agreement.
The parties anticipate that Transcriptions, Ltd may incur costs in
marketing and integrating the WebMD subscriptions into its business. In
recognition of those anticipated costs, WebMD will pay Transcriptions, Ltd. a
marketing and technical integration fee of $***, in four equal increments of
$*** on the first business day of the second, third and fourth calendar quarters
in 1999. The payment for the first quarter will be made on or before February
15, 1999.
Transcriptions, Ltd. may remarket any or all of the *** subscriptions or
may distribute them to its physician clients without cost to such physicians.
WebMD will pay to Transcriptions, Ltd. a commission of $*** per subscriber on
all subscriptions which renew for a second year.
If these terms are satisfactory, please sign in the space provided below
and return a copy to us via facsimile at (000) 000-0000. We look forward in
1999 to mutual success in our partnership with Transcriptions, Ltd.
___________
*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.
Xx Xxxx Xxxxxxx
January 15, 1999
Page 2
Sincerely,
/s/ Xxxxxx X. Xxxxxxx XX
Xxxxxx X. Xxxxxxx XX
Vice President, Corporate Development
JLM/mmr
cc: Xx. Xxxxxxx X. Xxxxxx
Mr. X. Xxxxxx Xxxxxxxx
Xx. Xxx X. Xxxxxxxxxx
Mr. X. Xxxxxxx Xxxxxx
On behalf of Transcriptions, Ltd., the undersigned consents to the agreement
described above.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Chairman and CEO
Dated: 1/15/99
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