* Confidential portion has been omitted and filed separately with the
Commission.
Exhibit 10.2B
3-21-97
MARKETING AGREEMENT
BETWEEN COMPUTER OUTSOURCING SERVICES, INC. AND
ALICOMP, A DIVISION OF ALICARE, INC.
MARCH 1997
MARKETING AGREEMENT dated as of March 21, 1997 (the "Marketing Agreement") by
and between Computer Outsourcing Services, Inc. (hereinafter referred to as
COSI), with its main office located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, and ALICOMP, a division of ALICARE, Inc., (hereinafter referred to as
ALICOMP) with its principal offices at 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS COSI desires to retain the services of ALICOMP, which is experienced in
offering and delivering Outsourcing related services to potential Outsourcing
Clients. As used herein the term Outsourcing shall be deemed to mean the
providing of Computer Hardware, including but not limited to CPU, DASD,
Telecommunications, Software and Technical Support and
WHEREAS ALICOMP desires to retain the services of COSI, which is experienced in
offering and delivering Outsourcing related services to potential Outsourcing
Clients, along with COSI's computer facility, computer hardware, software, and
technical and operations support capability;
NOW, THEREFORE, in consideration of the mutual promises made in this Marketing
Agreement, the COSI Services Agreement annexed hereto, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged the parties have agreed as follows:
This Marketing Agreement replaces the Marketing Agreement between the above
parties dated September 11, 1996, except that any sums due to either party under
the September
11, 1996 Marketing Agreement shall not be deemed waived or otherwise forgiven by
virtue of entering into this Agreement.
I. AUTHORITY
a) ALICOMP represents and warrants that it has the full power and
authority to contract with COSI to support and deliver products in the
Outsourcing marketplace on an exclusive basis subject to the provisions of
Paragraph VI of this Agreement.
b) COSI represents and warrants that it has the full power and authority
to contract with ALICOMP to support and deliver products in the Outsourcing
marketplace.
II. DEFINITION OF ALICOMP CLIENT AND COSI CLIENT
A.(1) Each opportunity of the type currently offered by ALICOMP with an
initial requirement of ten (10) MIPS or less, other than Clients listed on
Schedule K to this Agreement, as such Schedule may be amended or
supplemented up to the Date of First Productive Use, as defined in the
Services Agreement entered into between the parties contemporaneously with
this Agreement, shall be an ALICOMP Client whether obtained through
ALICOMP's own Sales Network or through COSI's Sales Network, pursuant to
Paragraph XIII herein. ALICOMP shall be the Prime Contractor in all such
cases. ALICOMP and COSI shall negotiate on a case by case basis the cost of
services to be provided to ALICOMP Clients. ALICOMP agrees that COSI
provides certain additional outsourcing services which are not covered by
this Agreement notwithstanding that they may involve 10 or less MIPS.
A.(2) If the Client was brought to ALICOMP through ALICOMP's own Sales
Network, COSI's price for services shall allow ALICOMP to make a reasonable
profit for itself. If the Client was brought to ALICOMP through COSI's
Sales Network, COSI's price for services shall allow ALICOMP to make a
reasonable
2
profit for itself, but in recognition that ALICOMP must pay COSI a
percentage fee based on revenues (net of pass through expenses) for the
life of the contract, anticipated to be between *% and *%, ALICOMP may
realize a lower profit, than if the Client was obtained directly by ALICOMP
The percentage fee paid by ALICOMP to COSI shall be defined as a "Referral
Fee." Upon termination of this Marketing Agreement, ALICOMP Clients
obtained through ALICOMP's own Sales Network shall be relocated to another
Data Center of ALICOMP's choice. ALICOMP Clients obtained through COSI's
Sales Network shall remain with COSI upon the termination of this
Agreement.
A.(3) In order for ALICOMP to service its present and future customers,
ALICOMP shall have the right to first utilize resources within its * MIPS,
* Gigabytes (as defined in the Services Agreement hereto attached) of DASD
(including all peripherals and labor as reflected in the COSI Services
Agreement to be annexed hereto) configuration as ALICOMP deems appropriate
and to add and replace lost business over the term of this Marketing
Agreement as ALICOMP's * MIPS, * Gigabytes of DASD allow. If ALICOMP has
MIPS capacity for such opportunities, but needs in, aggregate, up to * more
Gigabytes of DASD over * Gigabytes, COSI shall provide such DASD pursuant
to Exhibit A of the COSI Services Agreement attached hereto. If additional
resources of the type set forth in Exhibit A Paragraph 2 are required over
time, COSI will only charge for such additional resources as stated in the
COSI Services Agreement attached hereto. If COSI refuses to provide such
additional resources for reasons other than ALICOMP's being in breach of
this Agreement, ALICOMP shall have the right to terminate this Marketing
Agreement and the COSI Services Agreement for Breach by COSI upon 180 days
written notice and COSI's Right of First Refusal in Paragraph VI shall be
deemed irrevocably waived by COSI. If this Agreement is Terminated based
upon COSI's failure to provide additional resources ALICOMP can relocate
its Clients to another Data
3
* Confidential portion has been omitted and filed separately with the
Commission.
Center of its choice with no further obligation to COSI, other than for
payments which may be due for services rendered prior to the relocation.
B.(1) COSI Clients shall be all opportunities larger than those described
in Paragraph II A(1), II A(2) or II A(3) above that ALICOMP brings through
its own Sales Network or that COSI brings in through its own Sales Network
subject to Paragraph XIII of this Agreement. In such cases, COSI shall be
the Prime Contractor. Except, that a Client introduced through the ALICOMP
Sales Network (including Brokers) may elect to designate either ALICOMP or
the Brokers (as is defined herein) as the Prime Contractor or Co-Prime
Contractor. In such cases ALICOMP will pay COSI its revenue no more than 15
days from the date ALICOMP receives such revenue. ALICOMP's standard
payment terms with clients is payment is due on the first day of the month
in which services are rendered.
ALICOMP will notify COSI if any COSI client in which ALICOMP is a Prime
Contractor or Co-Prime Contractor has not paid for it services within 30
days after the due date.
ALICOMP will attempt to resolve such delinquency but in any case ALICOMP
shall be liable for payment to COSI if payment is not made within 60 days
of due date, unless nonpayment is caused by services being rendered or not
being rendered by COSI. The forgoing notwithstanding ALICOMP's liability
for such delinquency shall in no event exceed 60 days of delinquency for
each client. Upon termination of this Marketing Agreement, COSI Clients
will continue to be processed by COSI under the same Terms and Conditions
that existed prior to the Termination of this Agreement.
B.(2) The parties agree that if the Client was brought in through COSI's
Sales Network, it shall not have any obligation to pay ALICOMP any fees. If
a COSI Client was brought in through ALICOMP's Sales Network, ALICOMP will
receive a referral fee based on revenue (net of pass through expenses) for
the life of the CLIENT's contract (and any extensions and any new business
that would
4
be signed with the same Client that commences within 12 months of the
termination date). Such referral fee is anticipated to be between 8% and
12%. Cost recognizes that as a result of paying ALICOMP such percentage
fee, COSI may realize a lower profit.
III ALICOMP SERVICES
ALICOMP services for ALICOMP Clients and COSI CLIENTS referred to COSI by
ALICOMP's sales network shall consist of:
a) Marketing and Pre-Sales Technical Support with COSI as requested by
ALICOMP which will include:
1. Preparation of response to Request for Proposal (RFP).
2. Qualification and specification a potential customer's
requirements.
3. Pricing Client requests.
4. Issuance of customer contracts when ALICOMP is the prime
contractor or joint contractor.
5. Investigation of potential Clients credit worthiness.
6. Technical and Operational staff as reflected in the Services
Agreement and Exhibit A thereto will provide technical and operational
services to ALICOMP Clients. This staff shall participate in ALICOMP
Client and COSI Client pre-sales support, proposal input and migration
support, facility planning, configuration planning, performance
tuning, network design and support and, if ALICOMP determines that the
staff is available, assist COSI in providing the services hereinabove
described to COSI Clients.
b) Billing/Accounts Receivable
ALICOMP will directly xxxx and collect ALICOMP Clients' fees.
c) Relationship management and customer advocacy activities for ALICOMP
Clients and COSI Clients.
5
IV. COST SERVICES
COSI shall make available to ALICOMP for use by ALICOMP Clients which are
subject to the provisions of this Marketing Agreement;
a) Its Marketing, and Sales Network for ALICOMP Clients as well as
Pre-sales Technical Support.
b) Its computer operations capability to be located in Secaucus,
New Jersey. The computer operations facility must have full
redundancies for power (in line UPS) and Diesel Generator(s), Dual
Path telecommunications and be able to operate normally for 24 hours
without publicly supplied water. COSI shall be fully responsible for
all costs attendant to such facility other than the exemption of
certain ALICOMP staff found in the attached COSI Services Agreement
Exhibit A. COSI Services shall include, but not be limited to,
depending on ALICOMP Clients' requirements, the same items listed in
Paragraph III a) 1 through 6 above for ALICOMP Services, and services
listed in the Services Agreement to include the following:
1. CPU utilization
2. Direct Access Storage Devices (the number of gigabytes
available including model types, controllers and ongoing
performance tuning).
3. Tape and Cartridge Drives (the number of each, and model
numbers)
4. IBM, VM, MVS and/or VSE System Software (Name, vendor and
release level).
5. Networking resources including, but not limited to 37X5,
3172, etc.
6. Technical and Operational Staff exclusive of Staff provided
by ALICOMP in Exhibit A to the Service Agreement
6
including, but not limited to console operators, system
software engineers, and telecommunications specialists.
While ALICOMP Technical and Operational staff's primary
responsibility will be ALICOMP and certain COSI Clients,
COSI staff will provide backup support for all ALICOMP
Clients including, but not limited to, maintenance of system
software, installing releases of systems software, network
support (24 hours, 365 days per year, Help Desk). A full
description of COSI's responsibility is set forth in Exhibit
A of the COSI Services Agreement.
7. Disaster Recovery (including planning, testing) and Offsite
storage pursuant to ALICOMP Clients' contracts.
c) Operational material, such as current hardware and software
inventories, capacity analysis, etc. and access to COSI's computer
center, for tours with Clients and prospects with a COSI employee(s)
as requested by ALICOMP.
d) Performance reporting, capacity reporting, Help Desk reporting and
services and procedures that meet or exceed ALICOMP's current Help
Desk practices in satisfaction of ALICOMP's current Help Desk
procedures and reporting for all Clients, defined in Paragraph II, as
required by ALICOMP. ALICOMP shall provide the initial training for
COSI's help desk personnel prior to the Date of First Productive use.
All subsequent training shall be COSI's responsibility.
e) Sharing Research and Development including allowing ALICOMP to market
to ALICOMP Clients new service offerings by COSI in the marketplace.
7
f) COSI shall, within thirty (30) days prior to the anticipated migration
date of the Computer Services Agreement, (as hereinafter defined)
provide ALICOMP Marketing, Administrative, Customer Support, and
Technical Support staff with private, physical space and other office
support fixtures and services at the COSI facility (the "COSI
Facility") as defined as follows:
1. Two (2) windowed offices of no less than 14 1/2 feet
wide and no less than 14 1/2 feet long and (2) smaller
offices of no less than 10 feet wide and no less than 15
feet long.
2. Open space of no less than 30 feet wide and no less than 36
feet long for four (4) additional ALICOMP marketing and
customer support staff directly outside of the (2) large
offices as currently configured at ALICOMP's current
location.
3. Four offices of no less than 10 feet wide by 10 feet long
for key technical staff, in close proximity to the offices
and space described in paragraphs 1 and 2 herein to
facilitate ALICOMP's role in providing for proposal creation
and ongoing customer support.
4. Space for two prefab cubicles or small offices for junior
technical staff.
5. Space for file cabinets (preferably near the offices set
forth in (2) above, along with reasonable storage space for
supplies, etc.
6. In the event that ALICOMP wishes to increase its staff COSI
shall use its best efforts to accommodate ALICOMP's space
requirements for the additional staff.
7. Access to a shared conference room that accommodates no less
than twelve (12) people at one time (preferably near the
offices set forth in (1) above and a smaller dedicated
8
conference room which shall be decorated in a commercially
suitable style and which shall include magazine and
newspaper articles, reference letters and other amenities
to make it commercially viable for ALICOMP and ALICOMP/COSI
Marketing and Customer Support.
8. Permission for ALICOMP to decorate those parts of the COSI
Facility in which ALICOMP space has been assigned (as set
forth in this subparagraph (e) and which are visible to
prospective clients; provided, however, such proposed
decorating plans will be submitted to COSI for COSI's prior
approval, which shall not be unreasonably denied.
9. Access to telephone, intercoms, voice mail, and trunking
required by ALICOMP to perform its day to day duties and
responsibilities; provided, however, ALICOMP shall be
responsible for all telephone charges in connection
therewith.
10. Access cards for ALICOMP staff members to enable ALICOMP
such staff access to its offices twenty-four (24) hours,
seven (7) days a week.
11. Day Room for up to six (6) clients to work on a temporary
basis, upon reasonable notice.
12. Access to the COSI Van Shuttle Service between Manhattan
and the COSI Facility for ALICOMP employees and contractors,
if requested.
13. Directly xxxx and collect COSI Client fees where COSI is
Prime Contractor.
14. Development and issuance of contracts when COSI is the sole
contractor.
9
V. TERM
(1) The term of this Marketing Agreement shall commence on the date this
Agreement is signed (the Effective Date), and continue until the Services
Agreement terminates unless otherwise agreed to in writing by ALICOMP.
(ii) Upon termination of this Marketing Agreement, ALICOMP and COSI shall
have no further obligations to each other except that any Referral Fees
shall remain due and owing in accordance with the schedules set forth
herein and except that COSI shall, if requested by ALICOMP continue to
make its computer facility available to the existing ALICOMP CLIENTS that
are using the COSI facility.
V1. RIGHT OF REFUSAL
ALICOMP shall bring all its prospective clients to COSI. COSI shall have
the right of first refusal to provide the services hereunder to any
prospective ALICOMP or COSI Client. If COSI pricing is, in ALICOMP's
opinion, noncompetitive, in which event A-LICOMP will advise COSI of its
opinion and allow COSI to reprice its offer. If within three (3) business
days from receipt of notice from ALICOMP that the COSI price is
noncompetitive, COSI agrees to price the work at a rate deemed competitive
by ALICOMP, ALICOMP shall give COSI the right of first refusal to provide
the services to the prospective Client. If COSI does not agree within the
three (3) business days to lower its price to a level deemed competitive
by ALICOMP, ALICOMP may offer an ALICOMP Client to any third party
provider.
V11. PAYMENT OF REFERRAL FEES
Each party shall pay to the other party any Referral Fees due to the other
from Client revenues within 20 days of receipt of such CLIENT's revenue.
If a CLIENT fails to make its payments then the Referral Fee shall be
excused unless
10
and until the CLIENT pays its fees. Neither party shall voluntarily waive
or reduce a CLIENT's fees without prior consultation with the other party.
VIII. TITLE
Nothing contained in this Marketing Agreement shall give or convey to COSI
any right, title or interest in ALICOMP, nor to ALICOMP any right, title
or interest in COSI.
IX. INSURANCE
COSI at all times during this Marketing Agreement shall carry no less than
minimum mandated insurance coverage as reflected in the COSI Service
Agreement attached hereto to protect against any exposures which are
included in Client Schedules.
X. MUTUAL COVENANT NOT TO HIRE PERSONNEL
Each party hereby acknowledges that the other has trained its personnel at
significant expense to itself and has revealed much if its operations to
its consultants. Accordingly, each party hereto agrees that, except by
mutual agreement to the contrary, it will not, either directly or
indirectly, hire or attempt to hire any employees or consultants of the
other party during the term of this Marketing Agreement and for a period
of one (1) year following the termination or expiration of this Agreement.
In addition to any other relief, including injunctive relief, to which a
party is entitled hereunder the breaching party shall pay to the
nonbreaching the nonbreaching party's actual damages.
X1. WARRAN1Y AND DISCLAIMER OF WARRANTIES, LIMITATION DAMAGES
A.(1) COSI warrants to ALICOMP that so long as ALICOMP shall not be in
default of any of the provisions of this Marketing Agreement, COSI shall
not disturb ALICOMP's quiet enjoyment of and peaceful right to have its
Clients use
11
the COSI facility in accordance with the requirements of such CLIENT's
Schedule.
A.(2) Without limiting the generality of the foregoing, ALICOMP shall not
be liable to COSI or any third party, including but not limited to any
ALICOMP Client covered under this Marketing Agreement for any liability
claim, loss, damage, or expense of any kind or nature caused directly or
indirectly by COSI's failure to furnish services to a Client pursuant to
the Client Schedule hereunder, or in any delay in providing or failure to
provide any part thereof, or any interruption or loss of service which is
the sole result of any action or inaction by COSI. Therefore COSI
expressly agrees to indemnify, defend and hold ALICOMP and its affiliates
harmless from any and against all such claims. Upon the request of
ALICOMP, COSI will, at its own expense, reimburse ALICOMP for the cost of
its defense in connection with any claim in which COSI does not provide
the legal defense. COSI will reimburse ALICOMP for any reasonable legal
fees incurred by ALICOMP in defending such claims only to the extent that
COSI has notice of such claim and has declined to defend and ALICOMP is
entitled to indemnity hereunder. If COSI assumes the defense it shall not
enter into any settlement that does not include a complete release of all
claims against ALICOMP and its affiliates without the prior consent of
ALICOMP.
B.(1) In no event will COSI be responsible for or indemnify ALICOMP or any
customer against consequential damages of any kind whatsoever, and the
amount of any damages payable by COSI to ALICOMP or any customer pursuant
to a Client Schedule shall be determined by the Client Schedule.
X11. CONFIDENTIALI1Y
A.(1) All data and information furnished to or utilized by each party
shall be regarded as confidential. Such items shall remain the sole
property of the party supplying it, and shall be held in confidence and
safekeeping by both parties except as required by law. Both parties
further agree to exercise good business
12
judgment and discretion in disclosure of such information to any person,
and to take appropriate precaution to limit use or disclosure to those
personnel in their respective organizations who are directly concerned
with the performance of this Marketing Agreement.
A.(2) Except as required by law neither party shall reveal the data given
it by the other or received from a party who is under a duty of
confidentiality without the express prior written consent of the other
unless such information has been disclosed to the general public. Neither
party shall use the name, trademark, trade name, whether registered or
not, of the other in any publicity releases, advertising, or in any other
manner without the prior written consent of the other. COSI and ALICONfP
shall exercise the same standard of care to protect any proprietary or
confidential data of the other, or of any of COSI's or ALICOMP's current
or prospective Clients disclosed during negotiation or performance of this
Marketing Agreement as it is used to protect its own proprietary or
confidential data from unauthorized disclosures.
B.(I) The Parties recognize that a breach of this clause could cause
irreparable harm and therefore each expressly consents to the entry of an
injunction to prevent or enjoin such breach together with such further
additional relief as a court deems proper. In the event that a party is
served with legal process requiring disclosure of confidential
information, it will promptly notify the other party and allow it, at its
expense, to attempt to intervene to limit disclosure.
XIII. NON-COMPETITION
A.(i) COSI shall be required to maintain a log of potential clients. The
log shall contain the name of the client and the date(s) COSI, or its
agents solicited the potential client. During the term of this Marketing
Agreement, the parties shall be free to pursue and accept any Outsourcing
Clients. Any prospects introduced to COSI by ALICOMP or the ALICOMP sales
network shall be deemed a Client to which ALICOMP is due a Referral Fee
unless COSI logged such prospect (date
13
and time stamped) and has communicated with said prospect in person or by
telephone no more than 100 days prior to the introduction of said Client
by ALICOMP. COSI will share with ALICOMP, no less frequently than twice
monthly, such date and time stamped prospects lists.
A.(ii) The above notwithstanding, within thirty- six (36) hours after
ALICOMP, or its agents advises COSI that ALICOMP wishes to introduce a
prospective Client, COSI notice must notify ALICOMP that COSI has already
logged such a prospect in its list of prospective clients. If the
prospective client does not appear on the log of prospective clients then
ALICOMP shall be deemed conclusively due to its Referral Fee if the
introduction results in the potential client becoming an actual client.
A.(iii) As it relates to Brokers and/or Consultants, ALICOMP shall be
allowed to deal with same even if COSI has them on their Prospect list, if
the Broker/Consultant is representing a different prospect. Such prospect
lists shall include, at a minimum, Clients that fall into the category of
10 MIPS or less in a shared environment.
B. Unless the parties agree in writing to the contrary , all business that
comes in through the following individuals or Companies shall be treated,
for the purpose of this Agreement, as having been brought in by ALICOMP's
Sales Network. Any business:
(1) brought in by an entity to which Xxx Xxxx, residing at 000
Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxxxxx, personally or any entity in
which Xxx Xxxx is either a principal owner or a partner, sole
proprietor, joint venturer, officer, director, or trustee for as
long as this Marketing Agreement is in effect and for six (6)
months thereafter.
(2) that result from any current ALICOMP Clients, and/or Computer
Reserves, Technology Business Integrators (TBI), Computer
14
Placement, Creative Marketing Concepts, American Healthware, Xxx
Xxxxx, the Xxxxxxxxxx Group, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx.
C.(i) None of ALICOMP's Clients shall be solicited by COSI and COSI shall
not accept as Clients any ALICOMP Clients for the full term of ALICOMP's
Clients' Contracts including all extensions, and for a period of 9 months
thereafter.
C.(ii) In addition, COSI shall not allow any company that is marketing IBM
Mainframe Computer Outsourcing or Remote Computing business similar to
ALICOMP or that competes with ALICOMP to be located in any COSI facility
that is within 100 miles of Secaucus, New Jersey during the term of this
Agreement.
XIV. ASSIGNMENT
Neither party may assign its rights nor delegate any of its obligations
under this Marketing Agreement or any schedule contemplated hereby except
to its successor, pursuant to a merger, consolidation, or sale of
substantially all its assets or to its parent, subsidiaries or affiliates,
or upon a sale by COSI of substantially all its data processing facilities
to the purchaser of such facilities, without the prior written consent of
the other party. Consent shall not be unreasonably withheld. Any
prohibited assignment or delegation shall be null and void. All references
of right to assign shall be determined in accordance with Paragraph 24D of
the Service Agreement.
XV. INDEPENDENT PARTIES
The relationship between COSI and ALICOMP created by this Marketing
Agreement shall be that of independent parties, and nothing contained
herein shall be construed as constituting a partnership or agency
between COSI and
15
ALICOMP. Each party shall be solely responsible for the acts and omissions
of its employees and agents.
Notwithstanding the foregoing, in any situations in which ALICOMP is
retaining the services of COSI as a subcontractor under an Agreement or
Schedule whereby ALICOMP is providing data processing services to a
Client, the terms and conditions of this Marketing Agreement shall be
applicable as to the COSI and ALICOMP subcontracting relationship.
XVI. NOTICE
Any notice, requests or other communication to either party by the other,
provided for herein shall be given in writing and shall be deemed received
upon the earlier of receipt or five days after mailing, if mailed postage
prepaid by regular or overnight mail at the address for such party as set
forth above, or at such changed address that may be subsequently submitted
by written notice of either party. If notice is sent to ALICOMP it shall
be sent to Xxxxxx Xxxxx, a copy shall be sent to Xxxx Xxxxxxxx at 000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000. If notice is sent to COSI it
shall be sent to Xxx Xxxxxxx, 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx
00000, with a copy to Xxxx Xxxxxxxx, COSI, Inc., 000 Xxxx 00xx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
XVII MISCELLANEOUS
a) This Agreement constitutes the entire agreement between the parties.
Except as set forth herein no prior oral or written representation not
expressly incorporated herein shall be binding on the party making the
representation..
b) Failure by either party to enforce any term shall not be deemed a
waiver of future enforcement of that or any other term.
16
C) Each party shall not be liable for failure to perform service under
this Marketing Agreement if such failure is caused by forces beyond its
reasonable control and without its fault or negligence.
XV111. FORCE MAJEURE
Each party shall be relieved of its respective responsibilities under this
Marketing Agreement if it cannot provide access to the facility or
otherwise perform due to causes defined as Force Majeure in the Service
Agreement. The failure of a public utility to provide electricity is not a
force majeure event for the purposes of this Agreement.
XIX. EXECUTION
This Marketing Agreement has been executed and delivered in the State of
New York and shall be governed and construed for all purposes under and in
accordance with the laws of the State of New York without reference to its
conflict of laws provisions.
ALICOMP, a division of ALICARE, Inc. Comput Outsourcing Services, Inc.
BY: /s/ Xxxxxx Xxxxx BY: /s/ Xxxxxx Xxxxxxx
--------------------------------- --------------------------------
Xxxxxx Xxxxx Xxxxxx Xxxxxxx
Its Executive Vice President Its President
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