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THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED. THE CONFIDENTIAL INFORMATION ON PAGES 6, AND 7 HAS BEEN REPLACED WITH
ASTERISKS.
Exhibit 10.20(b)
PROFESSIONAL DETAILING, INC.
AND
iPHYSICIAN NET INC.
LICENSE ROLLOUT AGREEMENT
FEBRUARY 1, 2000
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LICENSE ROLLOUT AGREEMENT
THIS AGREEMENT IS MADE AND ENTERED into as of the first day of
February, 2000, by and between iPhysician Net Inc., a Delaware corporation
(hereinafter referred to as "IPNI"), and Professional Detailing Inc., a Delaware
corporation (hereinafter referred to as "PDI"), (jointly referred to hereafter
as the "Parties").
WHEREAS, IPNI has created a personal videoconferencing system whereby
IPNI clients may conduct real time, one-to-one, face to face video discussions
with physicians via equipment installed by IPNI at the client's and physician
locations (hereinafter referred to as the "IPNI System"); and
WHEREAS, IPNI is establishing, installing and maintaining a Primary
Care Physician Network in the USA (hereinafter referred to as "the PCP
Network"), utilizing the IPNI System; and
WHEREAS, pursuant to the terms and conditions set forth herein PDI
desires to use the IPNI System to conduct detailing sessions and participate in
the rollout of the PCP Network and such other networks as are developed by IPNI
(hereinafter referred to as the "Rollout").
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto agree as follows:
ARTICLE I
LICENSE TO USE THE IPNI SYSTEM AND PARTICIPATE IN IPNI'S PCP AND OTHER SPECIALTY
PHYSICIAN NETWORKS
1.1 IPNI hereby grants to PDI a nonexclusive license to utilize the
IPNI System and participate in the PCP Network (and any other specialty
physician network developed during the term hereof) during the term of this
Agreement for the purposes of real time, one-to-one video
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calls, and the provision of other product and promotional services through the
IPNI System. IPNI hereby constitutes and appoints PDI as the exclusive CSO (as
defined in the Relationship Agreement between the parties of even date herewith)
in the United States to be affiliated in any respect, directly or indirectly,
with the IPNI System. In furtherance of this exclusivity, PDI shall be the sole
provider to the pharmaceutical industry on an outsourced basis of contract video
detailing sales representatives and services using the IPNI System and video
detailing call center facilities and related management services. The IPNI
System and the PCP Network shall remain the property of IPNI.
1.2 Through a button icon on the call up screen of each participating
physician, IPNI shall provide PDI with its own screen on the IPNI System
containing up to seven additional buttons that participating physicians may use
to access additional screens containing educational information, promotional
materials, advertisements and other information sponsored by PDI or its clients.
Any revenue that PDI may derive from such second screen activity shall be
subject to the revenue sharing percentages referred to in Section 4.1 of this
Agreement.
1.3 IPNI shall provide PDI with the same basic system and software
programming that it provides to its pharmaceutical clients to facilitate
activities similar to those described in Section 1.2 of this Agreement.
1.4 PDI agrees to use its best efforts to protect the IPNI System
against abuse and further agrees that it shall adhere to such code of practice
as shall be reasonably established and mandated by IPNI from time to time.
1.5 With respect to the operations of the PCP Network, PDI will provide
adequate and competent staff and adequate facilities for the video detailing and
other services contemplated by this Agreement.
ARTICLE II
TERM
2.1 The term of this Agreement shall commence on February 1, 2000 and
shall continue for a period of thirty-six (36) months with PDI having the
option, in its sole discretion,
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to extend the term for an additional three (3) year period, at rates to be
agreed upon (which shall be no less favorable to PDI than "most favored client"
rates), provided PDI is not in breach of this agreement or any other agreement
concerning its relationship with IPNI at the time of such renewal.
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ARTICLE III
INSTALLATION, MAINTENANCE AND TRAINING
3.1 IPNI shall design, supply, configure and install all equipment,
hardware and software required for the operation of the IPNI System and PCP
Network by PDI from PDI's facilities (including telecommunication services).
IPNI shall be responsible for the cost of installation, maintenance and service
of the IPNI System. PDI shall provide a secure location for the IPNI PCP Network
equipment and the IPNI System shall be connected at all times to the IPNI
installed telecommunications outlet and a permanent source of electrical supply.
The cost of such electrical supply shall be the responsibility of PDI. PDI shall
not, without IPNI's consent, which shall not be unreasonable withheld or
delayed, attempt to move or make any alterations to the IPNI System as
installed.
3.2 IPNI shall design, supply, configure and install all equipment,
hardware and software required for the operation of the PCP Network (and any
subsequently developed network) by enrolled physicians, including but not
limited to telecommunications services.
3.3 IPNI agrees to provide PDI with sufficient IPNI Systems to meet the
needs of PDI's sales force anticipated to be up to a maximum of one hundred and
forty (140) systems by the end of year three of the Rollout based on an
anticipated installed base of 42,000 Primary Care Physicians.
3.4 IPNI shall provide all necessary initial and ongoing training and
set up for the efficient operation of the IPNI System by PDI (and the enrolled
physicians). Such setup shall include, but not be limited to, the programming
and installation of call up screens on participating physician's units. PDI
shall supply IPNI with all of the content to be included on such screens in a
format consistent with IPNI's standards and specifications, including allowable
file sizes. IPNI shall not make any changes in the content, text, graphics,
proportion of image or any other aspect of such content without PDI's express
written permission. In the event IPNI desires to modify or alter its standards
or specifications for material to be placed on the IPNI System, IPNI shall give
PDI at least 45 days advance written notice of such changes. Notwithstanding
notice of such
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changes, for a period of up to six months after IPNI has established such new
standards or specifications, IPNI shall continue to accept material from PDI
that meets previously established standards and specifications in the event PDI,
after a good faith effort without having to incur unreasonable expense, is
unable to supply such materials in the new format.
3.5 PDI may from time to time supply IPNI with visual materials that it
wishes to be able to download into the IPNI System units of the physicians for
secondary screen content or for use during detailing sessions with such
physicians ("PDI Download Materials"). PDI shall provide such materials in
compliance with the IPNI Media Guide, which may be amended from time to time.
Failure to supply materials in compliance with the IPNI Media Guide may result
in additional handling or downloading charges. IPNI shall place and host such
PDI Download Materials on the IPNI System without any additions or changes to
the content thereof as soon as possible, on a first come first served basis, in
conjunction with other IPNI client materials and IPNI's system and network
maintenance requirements, so that a PDI representative may access PDI's
materials during a PDI detailing session with such physician. PDI shall pay
media telecommunications charges to download such materials to each physician as
noted in Section 4.
3.6 PDI shall have the right to have changes made to the content and
appearance of any existing PDI Download Materials on the IPNI System. In the
event PDI wants to make any such change, PDI shall give IPNI notice and all
information that IPNI may require to make the change at least ten business days
before PDI desires the change to take effect on the IPNI System. Working with
reasonable diligence, IPNI will complete each such change as soon as reasonably
practicable after PDI requests the change in accordance with this Section 3.6.
3.7 IPNI shall be responsible for the design and installation of the
IPNI System and shall physically configure and install equipment, hardware and
software required at a single PDI office location. IPNI shall test equipment and
specific configurations for various time periods before installation. IPNI shall
provide PDI with training materials to assist PDI with operation of the IPNI
System. PDI agrees that all service and maintenance shall be performed by IPNI,
its principals or agents and PDI shall not attempt or permit any modifications,
deletions or additions to the IPNI System. PDI further agrees to add the IPNI
equipment installed at its site(s) to its
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* Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
company business insurance policy throughout the period of this agreement. IPNI
shall make reasonable upgrades to the equipment and technology to keep the IPNI
system as state of the art desktop videoconferencing as practical. PDI shall
receive such upgrades at the same time IPNI furnishes those upgrades to
pharmaceutical clients generally. PDI may request modifications to the IPNI
system. If IPNI agrees to make such modifications IPNI reserves the right to
charge an additional fee based on time and materials required.
3.8 IPNI shall be solely responsible to ensure the efficient operation
and maintenance of the IPNI System and the PCP Network (and any other network
developed) throughout the term of this Agreement.
ARTICLE IV
FEES AND PAYMENTS
4.1 IPNI shall charge PDI on a "cost per completed call" basis for
video sales detailing by a sales representative. The charge for such call shall
be **** (****) percent of the aggregate revenue that PDI actually receives from
its clients for such calls, with a non-binding target minimum payment by PDI to
IPNI of **** (****) dollars per call for the PCP Network. Target minimum pricing
for specialty physician networks have yet to be agreed upon, although IPNI
believes that the cost per call should be greater in light of the higher annual
fees and costs that will be present.
4.2 PDI shall to pay to IPNI all costs related to the training of PDI's
users of the system by IPNI, its representatives or agents. Such training costs
are to include reasonable training fees charged by IPNI or its representatives
or agents. All such training shall be mutually agreed upon, and subject to PDI's
approval before initiation. PDI shall be responsible for its representatives'
travel and accommodation costs.
4.3 IPNI and PDI shall share equally the telecommunication usage
charges actually incurred for the on-line connection that takes place during the
video sales detailing sessions. The current rate for this two-channel ISDN
service is **** per minute.
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* Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
4.4 The cost of periodically downloading PDI's visual materials shall
be charged by PDI directly to PDI's clients, and reimbursed to IPNI. The current
rate is **** per minute.
4.5 PDI shall pay IPNI all sums due under this Agreement on a monthly
basis, within thirty (30) days after each month ends.
4.6 Potential clients recruited by PDI shall be provided with pricing
by PDI upon consultation with and approval by IPNI, which approval shall not be
unreasonable withheld or delayed.
4.7 PDI covenants and agrees that pricing offered to clients shall be
at rates and for contract periods that do not materially effect or negatively
impact the value of videoconferencing services offered directly by IPNI to its
own current and potential client base.
4.8 PDI recognizes and acknowledges that basic fees charged to
pharmaceutical companies, annual subscriptions, costs per minute or costs per
call for specialty physician networks shall be higher than fees charged for
participation in the PCP Network, and that such pricing shall form the basis for
the establishment of fees between IPNI and PDI for PDI's participation in such
networks. IPNI shall establish pricing with PDI for its participation in such
networks on a "most favored client" basis.
4.9 The above cost per completed call fees shall apply only to the
one-to-one representative to physician videoconferencing calls and second screen
features. IPNI reserves the right to quote rates separate and distinct from the
above for other application sessions such as Peer Influence and Clinical
Experience meetings, one to many, broadcast, many to many, clinical trials,
continuing medical education, peer-to-peer or symposia, and focus group
meetings, customized market research, and or other similar individual or group
meetings. Such rates for such other applications shall be on a "most favored
client" basis.
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ARTICLE V
TAXES
5.1 PDI shall pay all sales and use taxes due and payable as a result
of the services provided by IPNI under this Agreement, if any, directly to IPNI
at least ten business days prior to the date on which such taxes are due to the
appropriate taxing authority. IPNI shall pay amounts collected for sales and use
taxes to the appropriate taxing authority on behalf of PDI. Notwithstanding the
foregoing, if either party ("Payor") is required to pay penalties, interest,
costs or expenses as a result of the other's ("Delinquent Party") late payments
of sales and use tax due, then the Delinquent Party shall, upon the request of
the Payor (accompanied by reasonable documentation), reimburse Payor in an
amount equal to the amount so paid by it and any penalties, interest, costs and
expenses paid or incurred by Payor.
ARTICLE VI
PARTICIPATION; SERVICE LEVELS
6.1 IPNI shall use its best efforts to ensure physician compliance with
the terms of their contract with IPNI. Specifically IPNI undertakes to monitor
physician usage of the system and enforce physician minimum contact with the
IPNI System levels; and, in the event of a physicians continuous failure to
fulfill the contractual usage obligations, and after the provision of a
reasonable remedy period not to exceed 60 days, IPNI shall remove such
non-compliant physician from the PCP Network and replace with a new physician,
without additional cost to PDI.
6.2 IPNI shall maintain a "connectivity" service level with enrolled
physicians of at least 70% for calendar year 2000 and 75% for calendar year 2001
and thereafter. For the purposes of this provision, "connectivity" shall deemed
to be achieved when an enrolled physician is connected to PDI via the IPNI
System during customary business hours without interruption by any failure of
the connection or other system related failure. If IPNI can demonstrate that it
electronically completed an attempted contact from a participating physician to
PDI using the IPNI System, the call also shall be deemed connected for purposes
of determining connectivity in accordance with this provision.
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6.3 PDI agrees to accept and use the IPNI System by: (a) participating
in pharmaceutical sales promotional communications with the physician members of
the PCP Network; and (b) providing other programs and services that PDI or its
clients wish to communicate to the physicians through the second screen provided
to PDI by IPNI.
6.4 During the term of this Agreement, PDI shall not initiate a video
call to a physician who has already participated in a complete PDI detailing
session via the IPNI System in the then current calendar month, except as a
direct response by PDI to a call or other request from such physician.
Physicians may initiate contacts with PDI via the IPNI System on an unlimited
basis.
6.5 IPNI shall provide to PDI in a timely manner any reports or other
information reasonably requested by PDI with respect to the development and
operation of the IPNI System, and will, on a monthly basis, provide PDI with the
same basic activity reports that it provides to pharmaceutical companies.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
7.1 IPNI represents and warrants to PDI that: (i) IPNI owns all right,
title and interest in and to the IPNI System and the PCP Network or otherwise
has the right to grant the license to use as set forth in this Agreement without
violating or infringing upon any rights of any third party and without breach of
any third-party license, and there is currently no actual, or threatened suit by
any third party based on an alleged violation, infringement or breach by it;
(ii) IPNI has all necessary corporate power and authority to enter into this
Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby; (iii) IPNI has not violated any law or any
governmental regulation or requirement which violation has had or would
reasonably be expected to have a material adverse effect upon the financial
condition, operating results, assets operations or business prospects of IPNI;
and (iv) it has the experience, staff, facilities and expertise to perform the
services described herein competently and in a professional manner.
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7.2 PDI represents and warrants to IPNI that (i) PDI's activities, and
its materials, and those of its clients, (so long as such materials have not
been altered except by PDI on its client's direction or with its client's
consent) on the IPNI System, including without limitation all Download
Materials, comply with all Food and Drug Administration ("FDA") and PDMA
regulatory guidelines; (ii) all information supplied by PDI to IPNI for
placement on the IPNI System (including the content and appearance of PDI or its
client's services, and including all Download Materials,) shall be true and
correct, and shall not (in the form supplied by PDI or its client) infringe or
misappropriate any copyright, patent, or other intellectual property right of
any other person, corporation, or entity; (iii) PDI has all necessary corporate
power and authority to enter into this Agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby; and (iv) PDI
has not violated any law or any governmental regulation or requirement which
violation has had or would reasonably be expected to have a material adverse
effect upon the financial condition, operating results, assets operations or
business prospects of PDI.
ARTICLE VIII
DISCLAIMERS
8.1 Except as expressly set forth herein, IPNI does not make and
expressly disclaims any additional warranties, conditions or representations
whether expressed or implied, including all warranties or representations as to
the quality, capability, operation, or performance of the IPNI System or any
third-party software or equipment used by PDI. Under no circumstances shall IPNI
be liable for any circumstantial or consequential damages and the maximum
aggregate liability of IPNI under this agreement shall not exceed the total
amount paid to IPNI. The remedies set forth herein shall be the sole and
exclusive remedies of the parties.
ARTICLE IX
INDEMNIFICATION
9.1 IPNI shall indemnify and hold PDI harmless from any loss, expense
(including reasonable attorneys' fees), cost, liability, damage or claim
resulting from any claim or litigation
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arising out of: (i) IPNI's negligence, gross negligence or willful misconduct in
the performance of the services required by this Agreement; or (ii) any breach
of this Agreement by IPNI, its employees, agents, representatives, or invitees.
In the event of any claim or litigation to which this indemnification applies
PDI shall notify IPNI of such claim or litigation; however, the failure to give
such notice shall not relieve IPNI from its indemnification obligations.
9.2 PDI shall indemnify and hold IPNI harmless from any loss, expense
(including reasonable attorneys' fees), cost, liability, damage or claim
resulting from any claim or litigation, which arises out of: (i) PDI's
negligence, gross negligence or willful misconduct in the performance of this
Agreement; or (ii) any breach of this Agreement by PDI, its employees, agents,
representatives, or invitees. In the event of any claim or litigation to which
this indemnification applies, IPNI shall notify PDI of such claim or litigation;
however, the failure to give such notice shall not relieve PDI from its
indemnification obligations.
9.3 In no event shall either party be liable for any lost profits, or
incidental, special or consequential damages of the other party except such
damages arising out of or relating to the gross negligence or willful misconduct
of the other party.
ARTICLE X
CONFIDENTIALITY
10.1 PDI and IPNI recognize that during the performance of services
hereunder either party, its agents and employees, may be provided with or have
access to information that is designated by the disclosor as proprietary and
confidential, including but not limited to items that have been specifically
defined and advised as being "Confidential". Additionally, each party agrees
that the terms and conditions of this Agreement constitute confidential
information of the other party and shall not be disclosed to any third party.
Each party agrees to hold such confidential and/or proprietary information of
the other party in strict confidence and not to use such information of the
other party beyond the bounds of this Agreement, or disclose such information to
any third party except as strictly necessary to perform the services hereunder.
The
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obligations hereunder for such confidential information shall not apply to
information that: (a) is or becomes publicly available through no act of the
receiving party; or (b) is disclosed to the receiving party by a third party
entitled to disclose such information; or (c) is already known to the receiving
party, or its affiliates, as shown by its or their prior written records; or (d)
is independently developed by the receiving party or its affiliates as evidenced
by written records; or (e) is required by law to be disclosed; provided,
however, that in such a case the party who may be obligated to so disclose such
otherwise confidential information of the other party shall give such other
party notice of such required disclosure as soon as reasonably practicable so
that such party may have an opportunity to contest such disclosure or obtain
protective orders regarding such disclosure; or (e) is required to satisfy
disclosure obligations as a public, reporting company. Each party agrees that it
shall take such steps as are reasonable to prevent the disclosure or use of any
confidential information by any of its affiliates, employees, agents or
subcontractors, except as expressly permitted hereby.
ARTICLE XI
TERMINATION
11.1 This Agreement may be terminated by either party for cause, upon
giving thirty (30) days written notice, if the other party breaches any material
term of this Agreement and then fails to cure the breach within ninety (90) days
after receiving a written notice describing the default in reasonable detail.
For purposes of this Section 11.1 a default shall include: (i) the failure of
IPNI to supply PDI with continuing and reasonable access to the IPNI System
during the term of this Agreement and otherwise to comply with its material
obligations under this Agreement; and (ii) the failure of PDI to comply with its
material obligations under this Agreement.
11.2 Either party may terminate this Agreement immediately by giving
written notice to the other party in the event of the occurrence of any of the
following: (i) dissolution or bankruptcy of such other party; (ii) the
assignment by such other party of any interest in this Agreement without the
express written consent of the non-assigning party.
Upon expiration or termination of this Agreement, (a) PDI shall immediately: (i)
return to IPNI or make available for IPNI all of the IPNI System and other
Confidential Information of IPNI,
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including any copies of such Confidential Information; and (ii) cease further
use of the IPNI System for any purpose; and (b) IPNI shall immediately return to
PDI or make available for PDI all Confidential Information of PDI, including
copies of such Confidential Information.
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ARTICLE XII
MISCELLANEOUS
12.1 Infringement. Throughout the term of this Agreement, IPNI shall
ensure that none of the information, data, software, firmware, hardware, or
other items that it may furnish as part of or through the IPNI System at any
time during the term hereof violate or infringe upon any valid patent,
trademark, copyright or any other right of any other person, corporation or
entity. IPNI also shall obtain a similar undertaking from each pharmaceutical
company or other third party that IPNI may authorize to furnish information
through the IPNI System while this Agreement remains in effect. IPNI shall hold
PDI harmless from any losses incurred as a result of IPNI's failure to comply
with the requirements of this provision.
12.2 Insurance. IPNI agrees to provide (i) general liability insurance
that includes coverage for property damage and bodily injury; and (ii) workers'
compensation insurance that provided coverage for IPNI's employees. The
insurance company(ies) issuing such policies for such insurance coverage shall
have at least an A Best rating. Such coverage shall at a minimum include: (i)
commercial general liability coverage with minimum coverage of $1 million per
occurrence and $2 million in the aggregate; (ii) workers compensation in the
amount required by applicable state law(s); and (iii) umbrella insurance with a
single limit of $4 million. Upon PDI's request, IPNI shall provide evidence of
the foregoing. PDI shall insure all IPNI equipment located on PDI's premises
against all risks, in accordance with PDI's general practices respecting its own
computer and other equipment.
12.3 Relationship of the Parties. IPNI's status hereunder shall be that
of an independent contractor and not an employee or agent. In no event shall
IPNI or PDI have any authority to enter into any contract or commitment in the
name of or on behalf of the other party,
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and neither shall hold itself out as having authority to do so, unless approved
in writing in advance by the other party.
12.4 Survival of Warranties. The warranties, representations and
covenants of PDI and IPNI contained in or made pursuant to this Agreement shall
survive the execution and delivery of this Agreement and until the expiration of
any applicable statute of limitations.
12.5 Successors and Assigns. Except as otherwise provided for herein,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties. Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
12.6 Governing Law. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Delaware, without giving effect to principles of conflicts of law.
12.7 Counterparts. This Agreement may be executed by facsimile and in
two or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
12.8 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
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12.9 Notices. Any notice required or permitted by this Agreement shall
be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by overnight courier or sent by telegram or fax, or forty-eight
(48) hours after being deposited in the U.S. mail, as certified or registered
mail, with postage prepaid, addressed to the party to be notified at such
party's address as set forth on the signature page, or as subsequently modified
by written notice, and (a) if to IPNI, with a copy to Xxxxx Xxxxxxxx, Esq.,
Xxxxx & Xxxxxx L.L.P., Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 (Fax #
(000) 000-0000) or (b) if to PDI, with a copy to Xxxxxxx X. Xxxx, Esq., Morse,
Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Fax #
(000) 000-0000).
12.10 Attorney's Fees. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled.
12.11 Amendments and Waivers. Any term of this Agreement may be amended
or waived only with the written consent of both parties.
12.12 Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (a) such
provision shall be excluded from this Agreement, (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms.
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12.13 Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any party under this Agreement, upon any breach or
default of any other party under this Agreement, shall impair any such right,
power or remedy of such non-breaching or non-defaulting party nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any party
of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.
12.14 Entire Agreement. This Agreement, and the documents referred to
herein constitute the entire agreement between the parties hereto pertaining to
the subject matter hereof, and any and all other written or oral agreements
relating to the subject matter hereof existing between the parties hereto are
expressly canceled.
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The parties have executed this Agreement as of the date first written
above.
iPHYSICIAN NET INC.
By: _________________________________
Xxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
Address: 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000
Fax #: (000) 000-0000
PROFESSIONAL DETAILING, INC.
By: _________________________________
Xxxxxxx X. Xxxxxxxxx,
Chief Executive Officer
Address: 00 Xxxxxxxxxxxx Xxxx
Xxxxx Xxxxxx Xxxxx, XX 00000
Fax #: (000) 000-0000
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