EXHIBIT 10.13
MEDICAL TRANSCRIPTION SERVICES AGREEMENT
This MEDICAL TRANSCRIPTION SERVICES AGREEMENT (the "Agreement") is to be
effective as of December 20, 1999 (the "Effective Date"), by and between
XXXXXXXX MEDICAL TRANSCRIPTION USA, INC., a Delaware corporation ("Xxxxxxxx"),
and APPLIED VOICE RECOGNITION, INC., a Delaware corporation ("AVRI").
W I T N E S S E T H:
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WHEREAS, AVRI is in the business of providing medical transcription services
to health care professionals;
WHEREAS, AVRI has conveyed certain of its assets utilized by AVRI in the
performance of its transcription services, including, without limitation, the
stock of Outsource Transcription Philippines, Inc. ("OTPI"), to Xxxxxxxx
pursuant to that certain Asset Purchase Agreement dated effective as of the
Effective Date by and among AVRI, Xxxxxxxx and others (the "Purchase
Agreement");
WHEREAS, AVRI has requested that Xxxxxxxx agree to authorize OTPI to provide
AVRI with medical transcription services on an "as available", "cost plus"
basis, if, as and when Xxxxxxxx determines that it will authorize OTPI to
provide transcription services to third parties not in any way affiliated with
Xxxxxxxx;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and in the Purchase Agreement, the receipt and adequacy of which
are hereby acknowledged by both parties, Xxxxxxxx and AVRI agree as follows:
1. Agreement to Provide Transcription Services. If, as and when Xxxxxxxx
determines, in Xxxxxxxx'x sole discretion, that Xxxxxxxx will authorize OTPI to
provide third parties not in any way affiliated with Xxxxxxxx with transcription
services, Xxxxxxxx shall notify AVRI of such decision and OTPI will offer to
provide AVRI with transcription services pursuant to the terms of a mutually
acceptable written agreement between OTPI and AVRI, which agreement will
provide, in addition to the other terms thereof, that the fee charged by OTPI to
AVRI for such transcription services shall be not more than the fee charged by
OTPI to OTPI's best third party customers not in any way affiliated with
Xxxxxxxx for transcription services, as such fee may change from time to time
(in other words, on a "most favored nations basis").
2. Term. This Agreement shall commence on the Effective Date and shall
continue in effect for a period of eighteen (18) months.
3. No Third Party Beneficiary. The provisions of this Agreement are and
will be for the benefit of Xxxxxxxx and AVRI and their respective successors and
assigns only and are not for the benefit of any third party. No third party
shall have the right to enforce the provisions of this Agreement or any other
document executed and delivered contemporaneously herewith.
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4. Assignment. This Agreement may not be assigned by either party hereto
without the prior written consent of the other. This Agreement shall inure to
the benefit of the permitted successors and permitted assigns of either party
hereto.
5. Notices. All notices to be given under this Agreement shall be made
and delivered pursuant to the terms of the notice provisions of the Purchase
Agreement.
6. Miscellaneous.
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(a) The provisions contained herein constitute the entire agreement
between the parties, and supersedes any and all prior written or oral
agreements. Any change, amendment, or modification of this Agreement must be in
writing and executed by both parties.
(b) This Agreement shall be governed and construed in accordance with
the internal laws, and not the laws governing conflicts of laws, of the State of
Texas.
(c) If any provision of this Agreement is found to be unlawful, void,
or unenforceable, then that provision shall be severed from this Agreement and
will not affect the validity and enforceability of any of the remaining
provisions.
(d) This Agreement may be executed in one or more counterparts, all
of which shall be considered one and the same agreement.
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EXECUTED this ____ day of January, 2000, to be effective as of the Effective
Date.
XXXXXXXX:
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XXXXXXXX MEDICAL
TRANSCRIPTION USA, INC.
By: _____________________________________
Name:____________________________________
Title:___________________________________
AVRI:
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APPLIED VOICE RECOGNITION, INC.
By:______________________________________
Xxxxxxx X. Xxxxxxxx, Chairman of the
Board
Signature Page to
Medical Transcription Services Agreement
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