Exhibit 10.2
CALL CENTER SERVICE AGREEMENT
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This Call Center Service Agreement (the "Service Agreement") is made this
2nd day of July, 1998 (the "Effective Date") by and between America's Doctor,
Inc., a Delaware corporation ("AD") and Medical Advisory Systems, Inc., a
Delaware corporation ("MAS").
RECITALS
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WHEREAS, AD is a company formed to implement real-time medical information
and related services via the Internet; and
WHEREAS, AD will provide its services to its users through Physicians and
other health staff located at one or more call center(s) (the "Call Center");
and
WHEREAS, AD does not and will not engage in the practice of medicine; and
WHEREAS, MAS is a company headquartered at 0000 Xxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx, Xxxxxxxx 00000 (the "MAS Office") providing medical
assistance products and services twenty-four hours (24) a day utilizing a
worldwide telecommunications system; and
WHEREAS, MAS will operate the AD Call Center in a manner such that neither
MAS nor AD will engage in the practice of medicine; and
WHEREAS, MAS has agreed to purchase Fifty Thousand (50,000) shares of
common stock of AD (the "MAS Stock") pursuant to the terms of a Stock Purchase
Agreement of even date herewith; and
WHEREAS, in consideration for the MAS Stock, MAS has agreed to pay AD the
sum of One Million Dollars ($1,000,000) (the "Stock Purchase Price"); and
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WHEREAS, the Stock Purchase Price shall be paid by MAS to AD by way of
credits for services rendered, certain assets purchased by MAS and cash payments
by MAS to AD pursuant to this Service Agreement; and
WHEREAS, AD has agreed to promote MAS's core programs and core lines of
business, including its 800 Series and 900 voice telephone service, on AD's site
on America Online ("AOL").
NOW THEREFORE, in consideration of the foregoing recitals and the promises
and the consideration set forth herein, AD and MAS hereby agree as follows:
1. Incorporation of Recitals. The foregoing recitals are incorporated as
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part of this Service Agreement as if set forth fully herein.
2. Term.
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(a) The term of this Service Agreement shall be for two (2) years (the
"Initial Term") commencing on the Effective Date. At the conclusion of the
Initial Term, unless either party hereto gives notice of termination as provided
in Section 2(b) below, the Service Agreement shall automatically renew for a
term of one (1) year (the "Renewal Term"). At the conclusion of the Renewal
Term, unless either party hereto gives notice of termination as provided in
Section 2(b) below, the Service Agreement shall automatically renew for a term
of two (2) years (the "Extended Term").
(b) Either party to this Service Agreement may terminate the Service
Agreement without cause by providing written notice of termination not less than
ninety (90) days prior to the expiration of the Initial Term, the Renewal Term
or the Extended Term.
3. Exclusivity. During the Term of this Service Agreement, or unless
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other-wise agreed to by MAS, during the term of this Service Agreement, MAS
shall be the exclusive provider of Call Center services to AD.
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4. Goals and Objectives. AD and MAS agree that the goals and objectives to
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be achieved through this Service Agreement are as follows:
(a) Create and operate a twenty-four (24) hour a day three hundred sixty-
five (365) a day year Call Center to service the needs of AD's users;
(b) Establish and maintain high quality services for AD's users;
(c) Commence operations of the Call Center in a timely manner as set forth
in AD's Business Plan;
(d) Provide and maintain AD's Call Center services within the budget for
such services set forth in AD's Business Plan;
(e) Respond to a minimum of thirty thousand (30,000) AD user transactions
in the first month of operation of the Call Center, with monthly increases
pursuant to AD's Business Plan or actual usage, whichever is greater;
(f) Minimize wait time for AD's users;
(g) Respond to each user's questions timely, accurately and completely; and
(h) Staff the Call Center with qualified Board Eligible/Board Certified
Physicians and other qualified health care professionals;
(i) Training Call Center Physicians and other health care professionals to
respond to a minimum of eight (8) user inquiries per hour.
5. MAS Responsibilities. MAS shall use reasonable business efforts to
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provide and maintain the following goods and services in a timely, efficient and
effective manner:
(a) Installation of fifteen (15) work stations. MAS shall purchase and
maintain all of the furnishings, computer equipment, connections, communication
lines, service, software (other than software being developed by The Brook
Group). MAS shall further purchase the server(s) and other
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equipment necessary to operate the Call Center. MAS shall comply with all of the
specifications set forth in the proposal by Management Works attached to this
Service Agreement as Exhibit A (the "Specification"). The Specifications may be
modified by AD provided that such modification(s) do(es) not increase the cost
to MAS of fulfilling the Specifications. AD shall provide MAS with any such
modifications prior to MAS ordering any item in the Specifications. MAS, with
AD's consent, may modify the Specifications provided that any such
modification(s) provide for matching equivalent specifications sufficient to
fulfill AD's needs for the project;
(b) Recruit and hire a sufficient number of Board Eligible/Board Certified
Physicians (the "Physicians") as per the Business Plan, as well as other
qualified professionals, such as dieticians, nurses, etc. (the "Health Staff')
to staff and service the Call Center in a manner allowing AD to accurately
respond to its users' requests in a timely manner;
(c) Develop a training program for and train the Physicians and the Health
Staff;
(d) Provide twenty-four (24) hour supervision of the Physicians and the
Health Staff;
(e) Provide AD with spillover access to physicians employed by MAS who
primarily provide services for MAS core business operations (the "MAS
Physicians") to assist with the AD Call Center;
(f) Provide the AD Call Center Physicians and Health Staff with access to
MAS's health care reference data bases and other resource materials;
(g) Enter into a joint venture with AD for the purpose of the marketing and
sales of MAS's premium services to corporations, insurance companies, HMO's,
medical institutions, sophisticated medical consumers and medically troubled
populations.
(h) Provide such other services and resources as are necessary to operate
the Call Center in an efficient and effective manner.
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6. Physician and Health Staff Recruitment and Hiring. Immediately upon the
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execution of this Service Agreement, MAS shall commence recruiting and hiring
the Physicians and Health Staff necessary to adequately staff the AD Call
Center. Unless otherwise directed by AD in accordance with Section 23(b) herein,
the Physicians and Health Staff shall be hired as independent contractors by MAS
or an MAS subsidiary or affiliate. MAS shall require all Physicians and Health
Staff to sign a contract containing a non-competition clause restricting the
Physicians and Health Staff from working for another online medical information
service in competition with AD. In addition to the non-competition provision,
the contract between MAS and the Physicians and Health Staff shall contain
provisions requiring the Physicians and Health Staff to comply with the
procedures and protocols which shall be developed by AD and implemented by MAS.
MAS may pay Physicians up to $60.00 per hour, exclusive of any benefits and
other payroll costs. If MAS wishes to pay a Physician more than $60.00 per hour,
MAS must first obtain the approval of AD, which approval shall not be
unreasonably withheld. MAS shall obtain approval from AD for the hourly rates to
be paid to the Health Staff. Such approval shall not be unreasonably withheld.
7. Training. MAS shall design and administer a program to train the AD Call
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Center Physicians and Health Staff. This training program shall be approved by
AD. In addition to the initial training, MAS shall provide AD Call Center
Physicians and Health Staff with ongoing continuing education and training. The
content and frequency of the ongoing training shall be agreed upon by AD and
MAS.
8. Online Service/Equipment Issues. MAS agrees that if AD suffers an
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interruption in service as a result of any equipment failure or other problem
attributable to the Call Center, MAS shall provide AD with an assessment
evaluation within fifteen (15) minutes of the system failure,
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and a full evaluation within thirty (30) minutes of the system failure. MAS
shall notify an AD designee within fifteen (15) minutes of any system failure.
9. Backup/Redundancy Plan. MAS shall implement the backup/redundancy plan
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agreed to between AD and MAS.
10. MAS Report Data Delivery.
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MAS shall provide such reports and data reasonably requested by AD.
Such reports and data shall include, but not be limited to: Call Center usage;
user wait time; response time; and zip code specific usership reports. MAS shall
provide such reports and data to AD upon request by a designated AD
representative.
11. Ownership of Equipment/ Risk of Loss.
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(a) All equipment, including connections, furnishings and software
purchased by MAS for the AD Call Center (the "Equipment") pursuant to this
Service Agreement shall be titled in the name of and owned by AD. MAS shall
provide AD with written documentation specifying the Equipment purchased and
containing proof of payment. Any additional furnishings and equipment purchased
by MAS for the AD Call Center shall be owned by MAS unless by agreement, AD
shall reimburse MAS for such furnishings and equipment in which event such
furnishings and equipment shall become part of the Equipment. The term Equipment
also includes any equipment, including connections, furnishings and software
purchased directly by AD and placed at the AD Call Center. All of the Equipment
shall be clearly labeled as owned by AD and MAS shall maintain a complete and
up-to-date lists of all of the Equipment.
(b) AD shall bear the risk of loss for damage to the Equipment, except
however, if such damage is caused by the gross negligence or willful neglect of
MAS, then, in such event, MAS shall bear the risk of loss.
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12. Call Center Start-up. For purposes of this Service Agreement, the
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start-up date for the Call Center shall be two (2) weeks prior to the soft
launch of the AD service, pursuant to AD's contract with AOL. The period from
the Effective Date through the Start-up Date shall be referred to herein as the
"Pre-Start-up Period." The period after the Start-up Date shall be referred to
herein as the "Post-Start-up Period.
13. Credit Against Stock Purchase Price.
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(a) In consideration for the services enumerated below, which shall be
performed during the Pre-Start-Up Period, MAS shall receive as a credit against
the Stock Purchase Price the total sum of $360,000.
Service Credit
(i) May and June Rent ($5,000 per month) $ 10,000
(ii) Installation of fifteen (15) Work Stations, including but not
limited to, workstations, furniture, server(s), communication
connectors and software per Management Works specifications $200,000
(iii) Hiring and Start-up training of Physicians, Health Staff and
Supervisors (not including the actual cost of salaries, which
shall be treated in accordance with Sections 15 and 16 herein) $ 60,000
(iv) MAS Management Salaries $ 60,000
(v) Benefits on Management Salaries $ 15,000
(vi) Systems Coordination, Hardware and Generator $ 15,000
Total: $360,000
(b) If the cost of providing the fifteen (15) Work Stations and related
Equipment and connections exceeds the projected cost as set forth in the
Management Work Specifications, MAS
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shall receive additional credit against the Stock Purchase Price for each dollar
the actual cost exceeds the total Management Works projected cost.
14. Payment Against The Stock Purchase Price And Issuance of the MAS Stock.
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(a) MAS shall make total cash payments of Six Hundred Forty Thousand
Dollars ($640,000) against the Stock Purchase as follows: (i) commencing seven
(7) days from the date on which AD shall first pay a MAS monthly invoice in
accordance with Section 16 below (the "Initial MAS Payment Date"), and on the
7th day following the date on which AD pays each MAS monthly invoice for each of
ten (10) successive months following the Initial MAS Payment Date, MAS shall pay
AD the sum of Fifty Three Thousand Three Hundred Twenty Dollars ($53,320.00);
and (ii) on the 7th day following the date on which AD pays the monthly invoice
for the eleventh (11 th) month following the Initial MAS Payment Date, MAS shall
pay AD the sum of Fifty Three Thousand Four Hundred Eighty Dollars ($53,480.00).
(b) Provided MAS has fully performed in accordance with Section 13(a)
herein, upon the Start-up Date, AD shall issue MAS the total of Eighteen
Thousand (18,000) shares of the MAS Stock.
(c) AD shall issue to MAS Two Thousand Six Hundred Sixty Six (2,666) shares
of the MAS Stock upon receipt by AD of each payment of Fifty Three Thousand
Three Hundred Twenty Dollars ($53,320.00) in accordance with Section 14(a)
herein.
(d) AD shall issue to MAS Two Thousand Six Hundred Seventy Four (2,674)
shares of the MAS Stock upon receipt by AD of the final payment of Fifty Three
Thousand Four Hundred Eighty Dollars ($53,480.00) in accordance with Section
14(a) herein.
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15. Post Start-up Period Management. During the Post Start-up Period MAS
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shall provide Call Center management oversight such that AD shall be able to
fill the following positions at a cost less than projected in the AD Business
Plan (as defined in the MAS Stock Purchase Agreement):
(a) Vice President of Information Technology;
(b) Vice President of Health Services;
(c) Director of Provider Education; and
(d) Administrator/Coordinator
16. MAS Billing.
(a) MAS shall xxxx AD monthly for services provided AD under the terms of
this Service Agreement, including the services provided pursuant to Section 6
herein. Subject to Section 16(f) below, payment shall be due ten (10) days after
receipt of MAS's invoice by AD. When MAS's total monthly bills to AD exceed Two
Hundred Thousand Dollars ($200,000), MAS may, at its option, xxxx AD every two
(2) weeks. Subject to Section 16(f) below, payment shall be due within ten (10)
days of AD's receipt of each biweekly billing statement.
(b) MAS shall charge AD, MAS's actual cost plus ten percent (10%), but in
no event less than Twenty Six Thousand Dollars ($26,000) per month, for
Physicians, other Health Staff and Supervisory Personnel. Upon the earlier to
occur of, (i) AD being profitable on a cash basis for three (3) consecutive
months; or (ii) the tenth (10th) month after the Effective Date, MAS may
increase its charge to AD for Physicians and Health Staff to its actual cost
plus twenty percent (20%), but in no event less than Twenty Six Thousand Dollars
($26,000) per month. Provided, however, that pursuant to Section 25 herein, if
MAS is permitted by AD, pursuant to Section 25 herein, to contribute an
additional Five Hundred Thousand ($500,000) of ongoing operation and management
services in exchange for additional common stock in AD at a valuation to be
determined by AD,
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MAS shall continue to charge its actual cost plus ten percent (10%), but in no
event less than Twenty Six Thousand Dollars ($26,000) per month, until such
additional investment is fully paid by MAS, during the Term of this Service
Agreement, including any extensions thereof.
(c) If MAS purchases additional equipment for the Call Center with AD's
consent, MAS may xxxx AD for the actual cost of such equipment.
(d) MAS may xxxx AD for the actual cost of expenses such as overnight
deliveries, postage, long distance telephone charges, facsimiles and
miscellaneous office supplies, such as pencils, pens, paper, etc.
(e) Except for Post Start-up Period rent charges ($5,000 per month), MAS
shall not xxxx AD for any general overhead expenses including, but not limited
to, electric charges, building maintenance and local telephone charges.
(f) AD shall prepay MAS's payroll for Physicians, Health Staff and
Supervisory Personnel pursuant to the following procedure: not less than seventy
two (72) hours prior to the date payroll -checks are to be distributed, MAS
shall provide AD, in writing, the amount of the payroll; (ii) not less than
twenty four (24) hours prior to the date payroll checks are to be distributed,
AD shall transfer to MAS an amount sufficient to pay the payroll. AD's failure
to prepay the payroll in accordance with this Section 16(f) shall constitute a
breach of this Service Agreement by AD.
17. Additional Locations.
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(a) In the event MAS is unable to adequately staff all of AD's Call Center
needs at the MAS Office location, AD shall open additional call centers at other
locations.
(b) MAS shall have the responsibility for recruiting, training and
supervising Physicians and Health Staff at any such additional location.
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(c) AD and MAS shall mutually agree upon any additional costs (including
costs of additional supervisory personnel) MAS may incur in its operation of
additional Call Center locations. MAS shall charge AD in accordance with Section
16 above for any such additional costs.
18. Noncompetition.
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(a) During the term of this Service Agreement and provided that MAS is not
in default hereunder, MAS has the exclusive right to provide Call Center
services to AD, and AD shall not operate any competing Call Center.
(b) During the term of this Service Agreement and for a period of one (1)
year after the termination of this Service Agreement, AD shall not compete with
MAS in any of MAS's core business activities, including specifically, MAS's "800
Series" and "900" voice/telephone services.
(c) During the term of this Service Agreement, and for a period of one (1)
year after the termination of this Service Agreement, MAS shall not compete with
AD by providing real time medical information and related services via the
Internet.
(d) In the event this Service Agreement is terminated for any reason, AD
may contract with or employ the Physicians and Health Staff dedicated primarily
to the AD Call Center. In no event shall AD recruit, contract with or employ any
member of MAS's staff, including MAS Physicians, not dedicated primarily to the
AD Call Center.
19. MAS Standard of Care. MAS shall use reasonable business efforts to
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operate the Call Center efficiently and effectively and to comply with all of
the protocols and procedures agreed to between AD and MAS. MAS shall take care
to ensure that the Physicians and Health Staff comply with AD's protocols and
procedures such that AD does not engage in the practice of medicine or any other
health related field. MAS has not violated its standard of care pursuant to this
Section 19 if it complies with all of the protocols and procedures agreed to
between AD and MAS but
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nevertheless, a Physician(s) or member(s) of the Health Staff is/are found to
have engaged in the practice of medicine or some other health related field.
20. Indemnification. AD hereby agrees to indemnify, hold harmless and
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defend MAS, the Physicians and/or the Health Staff from and against any and all
claims of any nature whatsoever arising directly from the operation of the Call
Center brought against MAS, any Physician or member of the Health Staff provided
that there is no finding that MAS, the Physicians and/or the Health Staff have
not complied with all of the protocols and procedures for operating the Call
Center agreed to between MAS and AD. AD shall maintain general liability
business insurance with coverage limits of $1,000,000 per occurrence and
$3,000,000 in the aggregate.
21. Operations Committee: Operational Criteria. During the term of this
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Service Agreement, the Board of Directors of AD shall appoint a Call Center
Operations Committee (the "Operations Committee") consisting of three (3)
members. The Operations Committee shall be composed of Xxxxx Xxxxxx, the PRWW
Board Representative and the MAS Board Representative. The Operations Committee
shall establish reasonable performance criteria that MAS must comply with under
this Service Agreement (the "Performance Criteria"). The Performance Criteria
shall change from timeto-time. The Operations Committee shall present proposed
Performance Criteria to MAS in writing, and MAS shall have five (5) business
days to comment upon the proposed Performance Criteria. Within five (5) business
days of MAS's response to the proposed Performance Criteria, the Operations
Committee shall present MAS with the written Performance Criteria with which MAS
shall comply until such time as the Operations Committee amends or modifies the
performance criteria.
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22. Default by MAS.
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(a) The failure of MAS to comply with any of the terms of this Service
Agreement including, but not limited to, the failure to comply with the
Performance Criteria, described in Section 21 above, shall constitute a breach
of the Service Agreement by MAS. MAS shall be deemed to have failed to comply
with the Performance Criteria if two (2) of the three (3) members of the
Operations Committee determine that there is noncompliance. In such event, the
Operations Committee shall give MAS written notice of such noncompliance, which
written notice shall specify the nature of such noncompliance (the "Notice of
Noncompliance"). MAS shall have fifteen (15) days after receipt of the Notice of
Noncompliance to cure such noncompliance. If two (2) of the three (3) members of
the Operations Committee determine that MAS has failed to cure in accordance
with the Notice of Noncompliance, the Operations Committee shall so notify MAS
in writing and MAS shall be in breach of this Service Agreement.
(b) Upon MAS's breach of this Service Agreement, this Service Agreement
shall automatically terminate. Upon termination, AD may, at its sole option,
take any or all of the following actions:
(i) Subject to Section 29 herein, pursue any and all remedies
available by law including damages;
(ii) Take possession of all Call Center Equipment owned by AD
pursuant to Section 22(d) below;
(iii) In accordance with and subject to the provisions of
Section 18(d), contract with or employ the Physicians and/or
Health Staff; and
(iv) Take any and all other actions AD deems in its best
interest to facilitate the continued operation of the AD Call
Center.
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(c) Upon termination, AD shall promptly deliver to MAS the balance of any
shares paid for and due MAS pursuant to Section 14 herein.
(d) Upon the termination of this Service Agreement, MAS shall have the
right to purchase the balance of the MAS Stock then unpaid for by paying the
remaining balance of the Stock Purchase Price to AD in cash within thirty (30)
days of the termination of the Service Agreement. Upon payment by MAS of the
balance of the Stock Purchase Price, AD shall promptly deliver the balance of
the MAS Stock to MAS.
(e) Upon termination of this Service Agreement, MAS shall cooperate with AD
in order to effect an orderly transition of the Call Center from MAS to AD or
AD's designee. MAS shall continue to operate the Call Center for a period of
thirty (30) days after termination. MAS shall surrender and turnover the AD Call
Center Equipment within such thirty (30) day period. If MAS fails to turnover
the Equipment in a timely manner, then AD or its designee may enter the MAS
Office and remove the AD Call Center Equipment. AD shall take care to remove the
Equipment in a manner which will cause the least disruption to MAS's core
business services.
(f) In the event AD wrongfully terminates or otherwise breaches this
Service Agreement, subject to Section 29 herein, MAS may pursue any and all
remedies available by law including seeking damages.
23. Independent Contractors.
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(a) In the event that any State or Federal taxing authority asserts that
the Physicians and/or Health Staff are employees of MAS (or an MAS subsidiary or
affiliate), MAS shall immediately so notify AD in writing. AD may, in its
discretion, participate in any negotiation or litigation with such taxing
authority. If AD wishes to challenge the taxing authority, AD shall be
responsible for the costs of such challenge, including any costs incurred by
MAS. If it is determined that the
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Physicians and/or Health Staff are employees and not independent contractors, AD
shall be responsible to reimburse MAS and pay for any payroll withholding or
other taxes associated with the employment of the Physicians and/or Health
Staff.
(b) AD, in its sole discretion, may require MAS to treat the Physician
and/or Health Staff as employees rather than independent contractors. In such
event, AD shall pre-pay, pursuant to Section 16(f) herein, all sums required to
comply with state and federal withholding obligations.
24. AD Responsibilities to MAS.
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(a) In addition to all of AD's obligations set forth above, AD shall do the
following:
(i) Jointly develop a program with MAS to promote and market
at no cost to MAS, MAS's core programs and lines of business on
AD's site on AOL;
(ii) Participate in the marketing of MAS's 800 Series telephone
product so long as such participation results in no financial
costs to AD, is limited to the referral of AD users to the MAS
800 Series telephone service, and is determined by AD's Board as
not being detrimental to AD;
(iii) Provide direct links from the AD site on AOL to MAS's
website(s);
(iv) Include the MAS sponsored Doc-Talk, LLC. 800 Series
telephone service in its banner advertisement cycle on the AD
main page at no cost to MAS;
(v) Enter into a joint venture with MAS for the purpose of the
marketing and sales of MAS's premium services to corporations,
insurance companies, HMO's, medical institutions, sophisticated
medical consumers and medically troubled populations; and
(vi) Analyze with MAS and, if feasible, pursue the marketing and
sales of MAS's premium services in international markets.
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25. Additional Stock Purchase by MAS. AD, in its sole and absolute
--------------------------------
discretion, may request MAS to contribute up to an additional Five Hundred
Thousand Dollars ($500,000) of ongoing services in accordance with the terms of
this Service Agreement (the "Additional Services") in exchange for additional
common stock in AD (the "Additional MAS Stock"). The valuation of the Additional
MAS Stock shall be set by the AD Board of Directors. MAS, in its sole and
absolute discretion, may agree to perform the Additional Services, or may
decline to do so.
26. Eligibility for AD Stock Options. To the extent permitted by law and
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the corporate Bylaws of AD, the MAS Supervisory Personnel, the Physicians and
the Health Staff shall be eligible for the AD employer stock option plan, at the
sole and absolute discretion of the AD Board and Compensation Committee.
27. Representations, Warranties and Disclaimers.
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(a) AD is a corporation duly incorporated under the laws of the State of
Delaware and is authorized to enter into this Service Agreement.
(b) MAS is a corporation duly incorporated under the laws of the State of
Delaware and is authorized to enter into this Service Agreement.
(c) The parties hereto understand and agree that Doc-Talk, LLC is an
affiliate of MAS which has been formed for the purpose of marketing premium
medical services telephonically and via the Internet.
(d) Except as specifically provided herein, this Service Agreement does not
constitute a joint venture between MAS and AD.
28. Force Majeure. Neither party hereunder shall be liable to the other for
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any failure or delay in performance, of its obligations under this Service
Agreement due to causes beyond the reasonable control of the party in question
such as governmental action or rioting, civil commotion,
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fire, flood, epidemic or other act of God. Performance of the contractual
obligation which has been delayed by the force majeure shall be deemed suspended
only for a period equal to the delay caused by such event.
29. Arbitration and Governing Law.
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(a) This Service Agreement shall be governed and construed in accordance
with the laws of the State of Maryland.
(b) In the event the parties have any material dispute under this Service
Agreement, the parties hereby agree to submit any such dispute to binding
arbitration in the State of Maryland.
30. Assignment.
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(a) MAS may not assign this Service Agreement or any of its obligations and
rights under this Service Agreement to any party without the express written
consent of AD.
(b) AD may assign its rights and obligations under this Service Agreement
to a third party provided such third party agrees to comply with all of the
terms of this Service Agreement.
31. Notices. All notices and demands required or permitted to be given by
either party to the other under this Service Agreement shall be in writing, sent
certified mail, return receipt requested, postage prepaid, or by Federal Express
or other reputable overnight courier service, or by hand delivery and shall be
deemed to have been received upon hand delivery, or one (1) business day
following deposit with Federal Express or other reputable overnight courier
service, or three (3) days following deposit in the U.S. Mail if sent by
certified mail to the address shown below or to such other address as either
party may designate by notice to the other.
Medical Advisory Systems, Inc.
0000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000
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America's Doctor, Inc.
00000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxxx 00000
32. Amendment of the Service Agreement. No amendment of this Service
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Agreement shall be valid and binding unless set forth in writing and duly
executed by all of the parties hereto.
33. Severability. Any provision of this Service Agreement which shall prove
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to be invalid, void or illegal shall in no way affect, impair or invalidate any
other provision hereof and such other provision shall remain in full force and
effect.
(CONTINUED ON NEXT PAGE)
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AMERICA'S DOCTOR, INC.
By: /s/ Xxxxx Xxxxxx, M.D.
------------------------
Xxxxx Xxxxxx, M.D.
Its: Chairman
MEDICAL ADVISORY SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Its: President
READ and AGREED:
Premier Research Worldwide
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Its: Chief Financial Officer
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