ALLSCRIPTS, INCALLSCRIPTS, INC.
TOUCHSCRIPT MASTER LICENSE AGREEMENT
THIS TOUCHSCRIPT MASTER LICENSE AGREEMENT (the "AGREEMENT"), which includes
all Schedules and Exhibits attached hereto, is made as of the Effective Date set
forth below (the "EFFECTIVE DATE") by and between Allscripts, Inc., an Illinois
corporation ("ALLSCRIPTS"), and the customer identified on the signature page
hereof ("CUSTOMER").
1. SOFTWARE LICENSE.
----------------
1.1 ALLSCRIPTS hereby grants, and CUSTOMER hereby accepts, on the
terms and conditions contained herein, a non-transferable, non-
exclusive and periodically renewable site license to use: 1)
TouchScript Software, together with all upgrades and enhancements
thereof supplied by ALLSCRIPTS, 2) associated databases and software
products supplied by ALLSCRIPTS, except the Microsoft products
licensed separately from Microsoft to CUSTOMER as discussed in Section
1.2 and 3) all related materials supplied by ALLSCRIPTS (hereinafter
collectively, the "PRODUCTS"). The rights granted in this Section 1.1
are referred to herein as the "SOFTWARE LICENSE". The Products, and
all modifications, supplements, translations, updated works and
compilations thereof, are trade secrets and the proprietary
copyrighted property of ALLSCRIPTS or, in the case of the Microsoft
products and certain databases, of either Microsoft or another third
party, respectively, and title to the Products shall remain at all
times with ALLSCRIPTS, Microsoft or the other third party as
applicable. CUSTOMER shall not advertise nor use any names, symbols or
trademarks of ALLSCRIPTS in any advertising in any manner without the
prior written consent of ALLSCRIPTS. Upon termination of this
Agreement, for any reason, CUSTOMER shall immediately discontinue the
use and advertising of any name, symbol or trademark of ALLSCRIPTS.
CUSTOMER SHALL NOT MODIFY, CHANGE, REVERSE ENGINEER, COPY
ELECTRONICALLY OR IN ANY OTHER FORM, AND/OR TAMPER WITH THE PRODUCTS
WITHOUT THE EXPRESS WRITTEN CONSENT OF ALLSCRIPTS.
1.2 The Microsoft products contained or referenced in the
accompanying Microsoft software packages or Microsoft license
agreements have been integrated or pre-installed as part of the
Allscripts solution. Each Microsoft product is subject to its
respective Microsoft End User License Agreement contained in the
accompanying software packages or license agreements with the
exception that the Microsoft product functionality as integrated in
the Allscripts solution may differ from a non-integrated Microsoft
product and any issues concerning the functionality or performance of
the Allscripts solution and the Microsoft products should be directed
to Allscripts and not to Microsoft. If the accompanying Microsoft
product software package is in the form of a "Microsoft License Pak,"
"Microsoft Multiple License Pak" or a "Microsoft Open License" (as
opposed to a full packaged product), the right to make additional
copies of the Microsoft product has already been exercised by
Allscripts in integrating or pre-installing the Microsoft product in
this solution. CUSTOMER, therefore, may not make additional copies of
the product pursuant to the Microsoft License Pak, Microsoft Multiple
License Pak or Microsoft Open License notwithstanding any license
terms in such document.
2. EQUIPMENT. CUSTOMER agrees to use the Products only on the equipment
---------
and at the location address(es) identified in the attached Schedule 1 (SCHEDULE
1) or on such other equipment as ALLSCRIPTS may agree to in writing (the
"EQUIPMENT"). CUSTOMER hereby enters into the arrangement for Equipment
identified by CUSTOMER in Section B of the attached Schedule 1. On or before the
date on which ALLSCRIPTS is obligated to install the Products, CUSTOMER shall
have installed (or made available) electrical power at the installation site
sufficient to operate the Products. CUSTOMER also shall have obtained access to
a telephone line at the site dedicated to the exclusive use of the modem for the
Equipment. If the Products are to operate on a computer network, CUSTOMER is
responsible for the cabling, hub and other equipment necessary to connect the
computers. The cost of computer supplies (e.g., labels, paper and printer
cartridges) and the installation of the electrical power, the dedicated
telephone line and, if necessary, network cabling, hub and other necessary
networking equipment will be borne solely by CUSTOMER.
3. SOFTWARE LICENSE FEES. For the fees specified in Section A of the
---------------------
attached Schedule 1, CUSTOMER is entitled to receive new versions or updates of
Products as ALLSCRIPTS makes them generally available. ALLSCRIPTS shall not be
required to provide maintenance services for any Products that are not
maintained by CUSTOMER to the latest version, or the version prior to the latest
version. In addition, the fees specified in Section A of the attached Schedule
1 cover Allscripts services such as toll-free telephone support, periodic on-
site support visits, database updates, automated inventory management, online
pharmacy claims adjudication and ALLSCRIPTS purchase order processing as
ALLSCRIPTS makes them generally available, but do not cover transaction-based
charges, if any, levied by third parties in connection with CUSTOMER's use of
the Products, which shall be the responsibility of CUSTOMER.
4. IMPLEMENTATION. For the fees specified in Section C of the attached
--------------
Schedule 1, CUSTOMER is entitled to receive payer contracting, prescribing
studies by physician, formulary recommendations, retail pricing studies and
process flow analysis as ALLSCRIPTS makes them generally available. ALLSCRIPTS
will load the TouchScript Software on the equipment and will set up all database
information supplied by CUSTOMER necessary to operate the Products. In
addition, ALLSCRIPTS will provide of initial training on the use of the Products
to personnel designated by CUSTOMER. At CUSTOMER'S request, ALLSCRIPTS will
provide subsequent training or onsite support at its then current rates, plus
expenses.
5. FEES AND PAYMENTS. CUSTOMER shall pay to ALLSCRIPTS the fees
-----------------
specified in the attached Schedule 1, due and payable 30 days from receipt of
the applicable invoice. Invoices not paid on a timely basis shall be subject to
a late charge of one and one-half percent (1 1/2%) per month or the maximum
lawful rate, whichever is lower. CUSTOMER'S obligation to pay all fees due
hereunder shall not be subject to any abatement, reduction, set-off, defense or
counterclaim whatsoever. The fees specified in the attached Schedule 1 are
exclusive of any federal, state or local excise, sales, use and similar taxes
assessed or now or hereafter imposed with respect to the Products licensed,
leased and sublicensed hereunder and the other services contemplated by this
Agreement, and CUSTOMER agrees to pay to ALLSCRIPTS when due all such
assessments and taxes.
6. PURCHASE OF PHARMACEUTICALS. Nothing herein requires CUSTOMER to
---------------------------
purchase pharmaceutical products from ALLSCRIPTS or prohibits CUSTOMER from
purchasing pharmaceutical products from any other source. CUSTOMER acknowledges,
however, that various functionalities of the Products, including, but not
limited to, the dispensing, labeling and inventory management functions, will
not perform properly if used with any pharmaceutical products other than those
repackaged and sold by ALLSCRIPTS.
7. CUSTOMER REPRESENTATIONS AND WARRANTIES. CUSTOMER represents and
---------------------------------------
warrants that he/she has full right, power and authority to enter into this
Agreement, and that he/she has the authority to bind, and will take all steps
necessary to bind, all physicians employed by or providing services to the
practice/clinic named herein to the terms of this Agreement.
8. INSURANCE. CUSTOMER agrees to maintain general and professional
---------
liability coverage in such forms and amounts as required by applicable state or
federal law. If requested, CUSTOMER agrees to provide ALLSCRIPTS with a copy of
all professional liability insurance policies.
9. LIMITED WARRANTY.
----------------
9.1. ALLSCRIPTS warrants that the TouchScript Software will conform,
as to all substantial operational features, to ALLSCRIPTS' current
published specifications when installed. The foregoing warranty made
by ALLSCRIPTS will extend and be in effect only for the period that
CUSTOMER is entitled to use the TouchScript Software and for which
CUSTOMER shall have paid the fees specified in the attached Schedule
1.
9.2. If CUSTOMER elects to purchase or lease the Equipment from
ALLSCRIPTS, ALLSCRIPTS warrants that it has good title to the
Equipment and, to the extent allowable, ALLSCRIPTS hereby assigns to
CUSTOMER all of the Equipment manufacturer's warranties to ALLSCRIPTS
with respect to the Equipment.
9.3. The CUSTOMER must notify ALLSCRIPTS in writing within thirty
(30) days of the discovery of any defect in the TouchScript Software.
If the TouchScript Software is found defective by ALLSCRIPTS,
ALLSCRIPTS' sole obligation under the warranty contained herein is to
use best efforts, consistent with industry standards, to remedy such
defect or, at the option of ALLSCRIPTS, to terminate this Agreement
and refund to CUSTOMER a pro-rata portion of the fees paid for the
then current Term.
9.4. THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY
MADE BY ALLSCRIPTS WITH RESPECT TO THE PRODUCTS. ALLSCRIPTS DOES NOT
MAKE, NOR DOES THE CUSTOMER RECEIVE, ANY OTHER WARRANTY, WHETHER
EXPRESS OR IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY, OF FITNESS
FOR A PARTICULAR PURPOSE, AND OF COMPATIBILITY OF THE DATABASES
SUPPLIED HEREUNDER WITH CUSTOMER'S COMPUTER HARDWARE AND/OR SOFTWARE
SYSTEM ARE EXPRESSLY EXCLUDED. ALLSCRIPTS SHALL HAVE NO LIABILITY WITH
RESPECT TO ALLSCRIPTS' OBLIGATIONS UNDER THIS AGREEMENT FOR
CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, EVEN IF ALLSCRIPTS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,
COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL
DAMAGES OR LOSSES. THIS EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES
OR OBLIGATIONS OF ALLSCRIPTS FOR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE PRODUCTS,
INCLUDING THE TOUCHSCRIPT SOFTWARE, OR THE DATABASES.
9.5. CUSTOMER agrees that its sole remedy for a breach of any
warranty granted hereunder shall be as provided in this Section 9, and
that in no event shall ALLSCRIPTS' liability hereunder, whether
arising out of contract, negligence, strict liability, in tort or
warranty, exceed any fees paid by the CUSTOMER for the then current
Term.
10. NON-DISCLOSURE OF INFORMATION. CUSTOMER agrees (i) that the
-----------------------------
TouchScript Software and the other Products are proprietary developments and
constitute a valuable work product in the form of trade secrets, know-how and
confidential information which is the exclusive property of ALLSCRIPTS or in the
case of Microsoft Products and certain databases, either Microsoft or another
third party, respectively. CUSTOMER agrees to keep strictly confidential the
contents of the Products and to prevent its agents, employees and
representatives from disclosing or giving access to the contents thereof to any
parties other than other agents, employees and representatives of CUSTOMER whose
access to such information is necessary for CUSTOMER to use the Products and
who, prior to such disclosure or access, have been notified of the
confidentiality obligations with respect thereto. CUSTOMER shall not sell,
transfer, publish, disclose, display or otherwise make available the TouchScript
Software or any other Product or copies thereof to third parties other than
authorized agents, employees and representatives. Without limiting the
foregoing, the TouchScript Software and the other Products shall at all times be
given protection no less than the CUSTOMER gives its own confidential
information. CUSTOMER further agrees not to reproduce, copy or duplicate any
part of or all of the TouchScript Software or other Products, except for backup
or archival purposes, without the prior written consent of ALLSCRIPTS. CUSTOMER
agrees not to copy, modify, sublicense, assign, transfer or resell the Microsoft
products or databases supplied by ALLSCRIPTS, in whole or in part. CUSTOMER
further agrees not to download/upload such Microsoft products or databases, in
whole or in part, or to establish a network or service bureau utilizing such
Microsoft products or databases. Such Microsoft products and databases shall
only be accessed by one person at one location on one microcomputer unless
licensed for additional users listed on the attached Schedule 1. Should any
portion of the TouchScript Software or other Products be disclosed, CUSTOMER
shall immediately notify ALLSCRIPTS of the circumstances surrounding such
disclosure. CUSTOMER shall assist ALLSCRIPTS in the prosecution of any parties
who are using the TouchScript Software or the other Products, as the case may
be, in violation of this Agreement. CUSTOMER hereby agrees that, due to the
unique nature of the TouchScript Software and the other Products, if CUSTOMER
refuses or fails fully to honor its obligations hereunder ALLSCRIPTS. Microsoft
or the other third party, as applicable, shall suffer irreparable harm, and
shall have, in addition to any other rights available to it, the right to obtain
temporary or permanent injunctive relief, including but not limited to, specific
performance of the confidentiality obligations agreed to herein, without any
showing of actual damage or inadequacy of legal remedy. Allscripts shall have
access to and use of all information maintained by the TouchScript Software,
provided that, except as required by law, as authorized by the patient, or to
carry out the purposes of this Agreement, it will not make any patient-
identifiable information available to others.
11. INDEMNIFICATION.
---------------
11.1. INDEMNIFICATION BY CUSTOMER. CUSTOMER shall indemnify, save and
---------------------------
hold ALLSCRIPTS harmless from any liability, damages, loss or expense
(including reasonable attorneys' fees) (collectively, "Losses") that
ALLSCRIPTS may incur or suffer based on, or arising in any way out of,
CUSTOMER'S actual or alleged malpractice, negligence or
intentional misconduct, or failure to comply with applicable laws or
regulations or breach of any provision of this Agreement.
11.2. INDEMNIFICATION BY ALLSCRIPTS. ALLSCRIPTS shall indemnify, save
-----------------------------
and hold CUSTOMER harmless from any Losses (other than Losses arising
as a result of any action by CUSTOMER not contemplated herein) arising
from the violation of any third party's trade secrets, proprietary
information, trademark, copyright or patent rights in connection with
the licensing of the TouchScript Software to CUSTOMER hereunder.
ALLSCRIPTS may, at its option, conduct and control the defense and all
related settlement negotiations in any such third party action arising
as described herein and CUSTOMER promises to fully cooperate with such
defense. This indemnification is expressly limited to the TouchScript
Software delivered to CUSTOMER or as modified by ALLSCRIPTS, and does
not cover third party claims arising from other Products or from
modifications not made by ALLSCRIPTS. CUSTOMER shall notify ALLSCRIPTS
in writing of any infringement or claim of infringement of any patent,
trademark, copyright or other proprietary rights of a third party
within five (5) business days of the date on which the CUSTOMER first
knows or has reason to know of the infringement or claim of
infringement. If such a third party claim causes CUSTOMER'S quiet
enjoyment and use of the TouchScript Software to be materially
disrupted, ALLSCRIPTS shall at its sole option, and as CUSTOMER'S sole
remedy therefore, (i) replace the TouchScript Software, without
additional charge, with a compatible, functionally equivalent and non-
infringing product; (ii) modify the TouchScript Software to avoid the
infringement; (iii) obtain a license for CUSTOMER to continue use of
the TouchScript Software for the term of this Agreement and pay any
fees required to be paid in connection with such license; or (iv)
terminate the Software License granted hereunder and return the pro
rata portion of the fees paid by CUSTOMER for the TouchScript Software
for the then current Term.
12. TERM AND TERMINATION.
--------------------
12.1. TERM. All terms and conditions of this Agreement are effective
----
and binding from the Effective Date set forth on the signature page
hereof and, except as otherwise provided in this Agreement, shall
remain in effect until terminated as provided in this Section. The
Software License granted hereunder shall remain in effect for the
initial period (the "TERM") set forth in the attached Schedule 1 and
shall be automatically renewed for successive renewal Terms of
equivalent duration unless terminated by the CUSTOMER or by ALLSCRIPTS
as provided herein.
12.2. EVENTS OF TERMINATION. This Agreement and the Software License
---------------------
granted hereunder shall terminate as follows:
12.2.1. Termination by CUSTOMER for ALLSCRIPTS Breach. If
---------------------------------------------
ALLSCRIPTS fails to perform any of the terms, conditions,
agreements or covenants in this Agreement on its part to be
performed and such default is not curable, or if such default
is curable but continues uncured for a period of thirty (30)
calendar days after notice thereof has been given to
ALLSCRIPTS, CUSTOMER, in its discretion, may terminate this
Agreement, and the Software License granted hereunder, by
written notice to ALLSCRIPTS;
12.2.2. Termination by ALLSCRIPTS for CUSTOMER Breach. If
---------------------------------------------
CUSTOMER fails to perform any of the terms, conditions,
agreements, or covenants in this Agreement on its part to be
performed and such default is not curable, or if such default
is curable but continues uncured for a period of thirty (30)
calendar days after notice thereof has been given to CUSTOMER,
ALLSCRIPTS, in its discretion, may terminate this Agreement,
and the Software License granted hereunder, by written notice
to CUSTOMER;
12.2.3. Termination on Bankruptcy Events. If either CUSTOMER or
--------------------------------
ALLSCRIPTS (i) becomes subject to an order for relief under any
bankruptcy law or any law for the relief of debtors; (ii)
obtains or becomes subject to an order or decree of insolvency
under any reorganization liquidation or insolvency law; (iii)
makes an assignment for the benefit of creditors; (iv) consents
to or suffers the appointment of a receiver or trustee to any
substantial part of its assets that is not vacated within
thirty (30) calendar days; (v) consents to or suffers an
attachment or execution on any substantial part of its assets
that is not released within thirty (30) calendar days; or (vi)
consents to or suffers a charging order against any of its
assets that is not released or satisfied within thirty (30)
calendar days; then this Agreement, and the Software License
granted hereunder, shall, at the option of the other party,
terminate;
12.2.4. Termination at End of Term. Either ALLSCRIPTS or
--------------------------
CUSTOMER may terminate this Agreement, and the Software License
granted hereunder, as of the end of the then-current Term by
giving the other party thirty (30) days written notice prior to
the end of such Term, provided that CUSTOMER may not terminate
this Agreement if CUSTOMER is then in violation of any
provision of this Agreement. If ALLSCRIPTS does not receive a
written notice of termination from the CUSTOMER prior to the
end of a Term, CUSTOMER shall be deemed to have renewed this
Agreement, for one (1) additional Term.
12.3. EFFECT OF TERMINATION. Upon termination of this Agreement:
---------------------
12.3.1. All amounts which are payable to ALLSCRIPTS in
accordance with this Agreement shall be paid promptly by
CUSTOMER, and if this Agreement is terminated by ALLSCRIPTS
pursuant to Section 12.2.2 or 12.2.3, all fees and other sums
to become due hereunder for the balance of the then-current
Term shall become immediately due and payable.
12.3.2. Any Equipment purchased by CUSTOMER from ALLSCRIPTS
shall remain the property of CUSTOMER and amounts owed to
ALLSCRIPTS for such Equipment shall become immediately due and
payable.
12.3.3. CUSTOMER, at its own risk and expense, will
immediately return the Products to ALLSCRIPTS, including the
TouchScript Software and all copies (including backup and
archival) of the TouchScript Software and the Microsoft
products and databases supplied by ALLSCRIPTS hereunder, in the
same condition as when delivered, ordinary wear and tear
excepted, at such location as ALLSCRIPTS shall designate.
Continued use of the Microsoft products and/or databases
supplied by ALLSCRIPTS hereunder, the TouchScript Software or
any information contained therein or supplied under this
Agreement after expiration or termination is expressly
prohibited.
12.3.4. Termination of this Agreement shall not affect either
party's rights under Section 11 hereof.
13. THIRD PARTY PAYERS.
------------------
If CUSTOMER wishes to accept prescription cards issued by third party
payers or other intermediaries and participate as a provider to
participants in health care plans covered by such cards, CUSTOMER shall
execute and deliver the Third Party Payer Addendum to this Agreement set
forth as Exhibit A.
---------
14. MISCELLANEOUS.
-------------
14.1. Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the internal laws of the State of
Illinois.
14.2. Amendment and Waivers. Any term or provision of this Agreement
---------------------
may be amended or waived only by a writing signed by the party to be
bound thereby. The failure of either party at any time to require
performance by the other party of any provision of this Agreement
shall in no way affect the right of such party to require performance
of that provision. Any waiver by either party of any breach of any
provision of this Agreement shall not be construed as a waiver of any
continuing or succeeding breach of such provision, or waiver of the
provision itself, or a waiver of any right under this Agreement, and
shall not create an expectation of non-enforcement of that or any
other right.
14.3. Binding Upon Successors and Assigns. Subject to, and unless
-----------------------------------
otherwise provided in this Agreement, each and all of the covenants,
terms, provisions and agreements contained herein shall be binding
upon, and inure to the benefit of, the successors and permitted
assigns of the parties hereto; provided, however, that this Agreement
shall not be assigned, delegated, or otherwise transferred without the
prior written consent of the other party, which consent shall not be
unreasonably withheld; except that ALLSCRIPTS may, without the consent
of CUSTOMER, transfer this Agreement in connection with the assignment
or transfer of substantially all of its software products and
intellectual property rights to another entity.
14.4. Severability. If any one or more of the provisions of this
------------
Agreement should be ruled wholly or partly invalid or unenforceable by
a court or other government body of competent jurisdiction, then: (i)
the validity and enforceability of all provisions of this Agreement
not ruled to be invalid or unenforceable shall be unaffected; (ii) the
effect of the ruling shall be limited to the jurisdiction of the court
or other government body making the ruling; (iii) the provision(s)
held wholly or partly invalid or unenforceable shall be deemed
amended, and the court or other government body is authorized to
reform the provision(s), to the minimum extent necessary to render
them valid and enforceable in conformity with the parties' intent as
manifested herein; and (iv) if the ruling and/or the controlling
principle of law or equity leading to the ruling, is subsequently
overruled, modified or amended by legislative, judicial or
administrative action, then the provision(s) in question as originally
set forth in this Agreement shall be deemed valid and enforceable to
the maximum extent permitted by the new controlling principle of law
or equity.
14.5. Other Remedies. Except as otherwise provided herein, any and
--------------
all remedies herein expressly conferred upon a party shall be deemed
cumulative with and not exclusive of any other remedy conferred hereby
or by law on such party, and the exercise of any one remedy shall not
preclude the exercise of any other.
14.6. Notice and Communications. All notices, requests, demands and
-------------------------
other communications provided for hereunder shall be in writing and
shall be deemed to have been duly given if (i) delivered in person;
(ii) given by facsimile or other instantaneous electronic transmission
device; (iii) sent by Federal Express or other nationally-recognized
overnight delivery service, charges paid by the sender, or (iv)
deposited in the United States mail, first class, registered or
certified, return receipt requested, with proper postage prepaid, as
follows:
If to CUSTOMER, to: The address set forth on Schedule 1
----------
If to ALLSCRIPTS, to: Allscripts, Inc.
Attn.: Chief Financial Officer
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Any party may change its address for such communications by giving
notice thereof to the other party in conformity with this Section.
14.7. Relationship Between Parties. CUSTOMER and all physicians
----------------------------
employed by CUSTOMER or providing services to the practice/clinic
named herein shall perform all professional and other services under
this Agreement as independent contractors, and shall be free to
exercise their own judgment on all questions of professional practice.
CUSTOMER acknowledges that pharmaceutical recommendations made by the
TouchScript Software are suggestions only and not designed to replace
sound medical judgment.
14.8. Pronouns. All pronouns and any variations thereof shall be
--------
deemed to refer to them as masculine, feminine or neuter, singular or
plural, as the identity of the person, persons, entity or entities may
require.
14.9. Further Assurances. Each party agrees to cooperate fully with
------------------
the other party and to execute such further instruments, documents and
agreements, and to give such further written assurances as may be
reasonably requested by any other party, to better evidence and
reflect the transactions described herein and contemplated hereby, and
to carry into effect the intents and purposes of this Agreement.
14.10. Force Majeure. Neither ALLSCRIPTS nor CUSTOMER shall be
-------------
deemed to be in default if performance of the obligations required by
this Agreement is delayed or becomes impossible because of any Act of
God, war, earthquake, fire, strike, catastrophic accident, civil
commotion, epidemic, act of government, its agencies or officers or
any other legitimate cause beyond the reasonable control of the
parties.
14.11. Counterparts. This Agreement may be executed in separate
------------
counterparts, each of which so executed and delivered shall constitute
an original, but all such counterparts shall together constitute one
and the same instrument. Any such counterpart may comprise one or
more duplicates or duplicate signature pages, any of which may be
executed by less than all of the parties, provided that each party
executes at least one such duplicate or duplicate signature page. The
parties stipulate that a photocopy of an executed original shall be
admissible in evidence for all purposes in any proceeding or between
the parties.
14.12. Entire Agreement. This Agreement and the Schedules and
----------------
Exhibits hereto, constitute the entire understanding and agreement of
the parties hereto with respect to the subject matter hereof and
thereof and supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied, written
or oral, between the parties with respect hereto and thereto. The
express terms hereof control and supersede any course of performance
or usage of the trade inconsistent with any of the terms hereof. IN
PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, ALLSCRIPTS SHALL NOT
BE BOUND BY ADDITIONAL PROVISIONS OR PROVISIONS AT VARIANCE HEREWITH
THAT MAY APPEAR IN THE CUSTOMER'S ACKNOWLEDGEMENT, PURCHASE ORDER, OR
IN ANY OTHER COMMUNICATION FROM CUSTOMER TO ALLSCRIPTS.
INTENDING TO BE LEGALLY BOUND, the parties hereto have executed this
Agreement as of the Effective Date as set forth below.
ALLSCRIPTS, INC. CUSTOMER
Name of Customer:_______________________
By:__________________________ By:_____________________________________
Print Name:__________________ Print Name:_____________________________
Title:_______________________ Title:__________________________________
Effective Date:_________________________
ALLSCRIPTS, INC.
TouchScript Master License Agreement
SCHEDULE 1 - SALES ORDER
This Schedule 1 is an addendum to, and subject to, the Master License Agreement
between Customer and Allscripts.
CUSTOMER:
_______________________________________________________________________________
Name
________________________________________________________________________________
Address
_______________________________________________________________________________
City, State, Zip Phone Fax
_______________________________________________________________________________
Name
_______________________________________________________________________________
Address
_______________________________________________________________________________
City, State, Zip Phone Fax
A. SOFTWARE LICENSE: TERM _____________ MONTHS(12 MONTHS MINIMUM) BEGINS AT
THE TIME OF INSTALLATION
The fee listed below is payable in advance at the beginning of each month.
_______________________________________________________________________________
PRODUCT PRODUCT DESCRIPTION SINGLE/MULTI USER # OF WORK MONTHLY FEE*
NUMBER STATION
_______________________________________________________________________________
TOUCHSCRIPT LICENSE FEE
_______________________________________________________________________________
* Plus $.65 for each script entered per month above ________, payable in
arrears at the end of each month.
B. HARDWARE/EQUIPMENT(Check One):
________ PURCHASE (payable 1/2 at the signing of this agreement and
1/2 delivery)
________ THIRD PARTY LEASE
_______________________________________________________________________________
QUANTITY PRODUCT NUMBER PRODUCT DESCRIPTION PURCHASE PRICE MONTHLY FEE
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
C. IMPLEMENTATION (Check One):
________ PURCHASE (payable 1/2 at the signing of this agreement and
1/2 on delivery)
________ THIRD PARTY LEASE
_______________________________________________________________________________
QUANTITY PRODUCT NUMBER PRODUCT DESCRIPTION PURCHASE PRICE MONTHLY FEE
_______________________________________________________________________________
IMPLEMENTATION
_______________________________________________________________________________
DATA CAPTURE
_______________________________________________________________________________
D. OTHER
_______________________________________________________________________________
QUANTITY PRODUCT NUMBER PRODUCT DESCRIPTION PURCHASE PRICE MONTHLY FEE
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
ALLSCRIPTS, INC. CUSTOMER
_____________________________ _____________________________________
SIGNATURE SIGNATURE
_____________________________ _____________________________________
PRINT NAME PRINT NAME
_____________________________ _____________________________________
TITLE DATE TITLE DATE
[LOGO] LEASE PRESCRIPTION
Practice Name:___________________________________ Business Phone:______________
Address:__________________________ City:_______________ St:________ Zip:_______
Speciality:________________ Time in Practice:________ Corp.[_] Prop.[_] Part [_]
Non Profit[_]
Doctors full legal name: (List full legal name, title and current address)
Name:_____________________________ Title:______________ SS#______. _____. _____.
Address:_______________________ City:__________________ St:_________ Zip:_______
Name:____________________________ Title:_______________ SS#______. _____. _____.
Address:_______________________ City:__________________ St:_________ Zip:______
BANK REFERENCE:
Bank:__________________________ Telephone#:_______________ Contact:____________
Checking Acct.#:_______________ Loan#:__________________ EQ Coat:______________
Equipment:______________________________________________ Terms/Program:________
I hereby authorize Roackford Industries, Inc., to make a complete credit check
on our company and principals of the same as individuals and to relate this
information to others as necessary to acquire credit approval. I also authorize
this above banks and references to release any information that may be requested
by_______ Rockford Industries, Inc. I certify this statement is true and
correct. Rockford Industries, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇, ▇▇▇▇▇. ▇(▇▇▇) ▇▇▇-▇▇▇▇ - Fax (▇▇▇) ▇▇▇-▇▇▇▇...
Signature______________________ Title_______________________________ Date______
ALLSCRIPTS, INC.
THIRD PARTY PAYER ADDENDUM
EXHIBIT A - REQUIRED TO ACCEPT INSURANCE CARDS
This Exhibit A is an addendum to, and subject to, the Master License Agreement
between Customer and Allscripts.
R E C I T A L S:
---------------
1. Allscripts has developed a national network of physicians who are able
to dispense pharmaceuticals from their offices to their patients, and Customer
is part of this network. Allscripts has entered, and intends to enter into,
agreements with Third Party Payers (as defined herein) who adjudicate
pharmaceutical claims on behalf of Plan Sponsors (as defined herein) for persons
who are participants in the Health Benefit Plans (as defined herein) of such
Plan Sponsors (an "Eligible Person").
2. Agreements between Allscripts and Third Party Payers ("Payer
Contracts") contemplate that Allscripts will enter into this Addendum with
providers who wish to provide Pharmacy Services (as defined herein) to Eligible
Persons pursuant to the terms and conditions that are established by each Third
Party Payer.
3. Customer wishes to provide Pharmacy Services to Eligible Persons
pursuant to the terms and conditions of this Addendum.
4. This Addendum is a part of the Master License Agreement and together
with the Master License Agreement embodies the rights and obligations of
Allscripts and Customer.
NOW, THEREFORE, in consideration of the mutual premises contained herein
and other valuable consideration, receipt of which is hereby acknowledged,
Allscripts and Customer agree as follows:
1. Definitions.
-----------
"Accepted Third Party Payer" shall mean a Third Party Payer who has issued
--------------------------
Prescription Cards to Eligible Persons to whom Customer agrees to provide
Pharmacy Services in accordance with this Addendum.
"Allscripts Manual" shall mean the Allscripts Prescription Card Policy and
-----------------
Procedure Manual as published by Allscripts and as modified, supplemented or
amended from time to time.
"Co-Pay" shall mean the amount an Eligible Person must pay at the time
------
Pharmacy Services are provided. This amount is determined by the terms of the
Health Benefit Plan in which the Eligible Person is a participant and may be a
dollar or percentage amount or a combination of the two, and may include a
front-end deductible amount.
"Dispensed Product" shall have the meaning given to it in Section 3 hereof.
-----------------
"Eligible Person" shall have the meaning given to it in Recital Number 1
---------------
above.
"Health Benefit Plan" shall mean the plan or health insurance maintained by
-------------------
a Plan Sponsor that provides for reimbursement to an Eligible Person for
Pharmacy Services.
"Payer Contracts" shall have the meaning given to it in Recital Number 2
---------------
above.
"Pharmacy Services" shall mean the dispensing of any pharmaceutical
-----------------
products or medications to an Eligible Person pursuant to a prescription or
otherwise in accordance with law, except for those pharmaceutical products or
medications that may be limited or excluded for a particular Eligible Person by
Third Party Payers.
"Plan Sponsor" shall include but not be limited to insurance companies,
------------
health maintenance organizations, employers, employer groups, preferred provider
organizations and other payers of Pharmacy Services under Health Benefit Plans.
"Provider Agreement" shall mean the standard pharmacy or provider agreement
------------------
that each Third Party Payer requires a pharmacy or other pharmaceutical provider
to enter into with the Third Party Payer to establish the terms and conditions
that such pharmacy or provider must follow in order to provide Pharmacy Services
to Eligible Persons who participate in Health Benefit Plans administered by such
Third Party Payer and shall include all enrollment forms, manuals and other
schedules or exhibits prepared by the Third Party Payer which set forth certain
standards and requirements that must be met and fulfilled by each pharmacy or
provider in connection with providing Pharmacy Services to Eligible Persons.
"Provider Number" shall mean the medical practice identifier assigned by
---------------
the National Council for Prescription Drug Programs ("NCPDP") to Customer.
"Service Level" shall mean, with respect to each Third Party Payer, the
-------------
networks, reimbursement levels, programs or other levels of service offered by
such Third Party Payer in which Allscripts has agreed to participate.
"Third Party Payments" shall have the meaning given to it in Section 3
--------------------
hereof.
"Third Party Payer" shall mean a pharmacy benefit manager, Plan Sponsor or
-----------------
other person or entity that has agreed to pay, or process the payment, for
claims made under Health Benefit Plans for Pharmacy Services rendered to
Eligible Persons and with whom Allscripts has entered into a Payer Contract.
2. Services
--------
2.1 Service Level. Allscripts shall enter into a Payer Contract
-------------
with each Third Party Payer pursuant to which Allscripts will, among
other things, select the Service Levels in which it agrees to
participate and make available to Customer. Allscripts shall furnish
Customer with a form of the Provider Agreement furnished by each
Accepted Third Party Payer and provide Customer with all
modifications, supplements and other amendments to each such Provider
Agreement, as such modifications, supplements and amendments are
furnished to Allscripts by such Accepted Third Party Payer.
Allscripts shall advise Customer of the dispensing fee applicable to
each Service Level selected by Allscripts and Customer shall
participate in each Service Level selected by Allscripts unless
Customer notifies Allscripts in writing that it elects not to
participate in any one or more of such Service Levels. Customer
agrees to provide Pharmacy Services to all Eligible Persons
participating in the Service Levels Customer has accepted. Customer
agrees that Allscripts may change the Service Levels in which it
agrees to participate with regard to each Third Party Payer and that
Allscripts retains the right, in its sole discretion, to terminate
Customer's participation in any Service Level agreed to by Customer.
2.2 Terms of Service. Customer agrees to provide Pharmacy
----------------
Services to Eligible Persons in accordance with the terms and
conditions of the Allscripts Manual and the terms and conditions of
the applicable Provider Agreement, as each may be modified,
supplemented or amended from time to time. If the terms of the
Allscripts Manual and the terms of the applicable Provider Agreement
are in conflict, Customer agrees to advise Allscripts of such
conflict, but, except as provided in the next sentence, the terms of
the applicable Provider Agreement shall control. Notwithstanding the
foregoing, Customer agrees to the payment terms in Section 3 hereof.
3. Payment. Customer hereby appoints and constitutes Allscripts to
-------
receive all payments from Third Party Payers for Pharmacy Services rendered
pursuant to this Addendum (the "Third Party Payments"). Customer shall accept
the terms and dispensing fee set forth in each Payer Contract. Allscripts shall
reimburse Customer in the amounts and manner set forth on Annex 1 of this
Addendum, which Annex 1 can be modified upon thirty (30) days prior notice to
Customer. Customer agrees that it is not entitled to receive any payment or
credit set forth on Annex 1 (and if received, that Allscripts may reverse the
payment or credit) with respect to each pharmaceutical or product dispensed (a
"Dispensed Product") (a) in a manner that failed to comply with, or was
prohibited or limited by, the Allscripts Manual or applicable Provider Agreement
and (b) as a result of such noncompliance, Allscripts does not receive the Third
Party Payment (or with respect to which the Third Party Payer successfully
claims a repayment obligation from Allscripts) and, in such event, Customer
shall not be relieved of its obligation to pay Allscripts the amounts owing
under the invoice relating to such Dispensed Product(s). Customer agrees that
it will not receive any payment or credit as a result of a Third Party Payment
received by Allscripts relating to a Dispensed Product that was not purchased
from Allscripts.
Customer further agrees that in no event, including but not limited to
Allscripts' failure to receive the Third Party Payment, will Customer charge,
collect a deposit from, seek compensation, remuneration or reimbursement from,
or have any recourse against, any Eligible Person with respect to Dispensed
Products other than the collection of the applicable Co-Pay amount relating to
such Dispensed Product(s).
Allscripts cannot and does not warrant or represent that Dispenser will
have any particular level of profit from providing Prescription Dispensing
Services to any Eligible Person under the terms of this Agreement.
4. Disqualified Claims. Under the Payer Contract, Allscripts has agreed
-------------------
that Third Party Payers may seek recovery against Allscripts or may deduct from
future payment obligations to Allscripts, amounts that represent improper claims
where Customer provided Pharmacy Services contrary to the terms of the
Allscripts Manual or the applicable Provider Agreement. Customer acknowledges
that in such event Third Party Payers may have rights to proceed directly
against Customer to recover amounts claimed by the Third Party Payer.
5. Service Statement. Customer shall transmit claims to the Third Party
-----------------
Payer in accordance with the provisions of the Allscripts Manual and the
Provider Agreement for the applicable Third Party Payer for each product
dispensed to Eligible Persons. Claims shall be submitted not later than
fourteen (14) days from the date of said service. Prior to the last to occur of
(i) thirty (30) days of receipt by Allscripts of said claim or (ii) receipt of
the Third Party Payment with respect to such claim, Allscripts shall issue a
credit to Customer, in accordance with Section 3 hereof, for each valid claim.
6. Prescription Cardholder Identification. Eligible Persons entitled to
--------------------------------------
prescription benefits will be furnished a Prescription Card. Customer agrees to
require each Eligible Person requesting Pharmacy Services to present a
Prescription Card and agrees to comply with the eligibility verification
procedures as outlined in the Allscripts Manual and the applicable Provider
Agreement.
7. Pharmacy Service. Customer shall lawfully render or cause to be
----------------
rendered to Eligible Persons such Pharmacy Services to which such Eligible
Person is entitled under the terms of the Eligible Person's Health Benefit Plan
and which the Customer routinely makes available to its fee-for-service
patients. All pharmaceuticals shall be dispensed in compliance with all
federal, state and local laws, and in compliance with the Allscripts Manual and
the applicable Provider Agreement.
8. Collection of Deductible. If required by the Third Party Payer,
------------------------
Customer shall collect from Eligible Persons the amount of the applicable Co-Pay
designated by the Third Party Payer prior to providing to Eligible Persons any
of the Pharmacy Services to which such Eligible Person is or may be entitled.
9. Credentialing. Customer agrees to provide Allscripts with the
-------------
necessary information required to complete any credentialing process required to
be completed by Allscripts under the terms of any Payer Contract or by NCPDP.
10. Records. Customer shall maintain for a minimum of three (3) years (or
-------
longer as required by state or federal law or if required by an applicable
Provider Agreement) after the respective record is created, all claims, invoices
and other records as described in the Allscripts Manual and in the applicable
Provider Agreement with respect to Pharmacy Services rendered to Eligible
Persons pursuant to this Addendum. Allscripts shall have the right at
reasonable times to inspect all such records of Customer, but Allscripts shall
not assume any liabilities as a result of such inspection. Customer
acknowledges that each Accepted Third Party Payer shall have a right to inspect
such records relating to Pharmacy Services provided to Eligible Persons
participating in the Health Benefit Plan of, or administered by, such Third
Party Payer.
11. Non-Liability. Customer shall indemnify, save and hold Allscripts and
-------------
each Accepted Third Party Payer harmless from any liability, damages, loss or
expense (including reasonable attorney fees) as a result of the Customer's
actual or alleged malpractice, negligence or intentional misconduct, or failure
to comply with any applicable laws or regulations, or with policies and
procedures included in the Allscripts Manual or the Provider Agreement of such
Accepted Third Party Payer. Customer shall indemnify, save and hold each
Accepted Third Party Payer harmless from any liability as a result of the
failure to receive payment or credit from Allscripts for any Pharmacy Services
provided to Eligible Persons pursuant to this Addendum.
12. Third Party Beneficiary. Each Accepted Third Party Payer is expressly
-----------------------
intended to be a third party beneficiary of this Addendum to the extent
necessary to exercise the rights of Third Party Payers contemplated by Section
3, 10 and 11 hereof.
13. Termination. Unless otherwise provided in the applicable Provider
-----------
Agreement, Provider may elect to terminate its participation with any one or
more Third Party Payers by giving Allscripts 75 days prior written notice. This
Addendum shall terminate upon termination of the Master License Agreement.
Allscripts may terminate this Addendum on thirty days prior notice to Customer.
IN WITNESS WHEREOF, each party has executed and delivered this Addendum the
day and year set forth below its signature.
ALLSCRIPTS, INC. CUSTOMER
Name of Customer:_______________________
By:__________________________ By:_____________________________________
Print Name:__________________ Print Name:___________________________
Title:_______________________ Title:________________________________
Date:________________________ Date:_________________________________
ALLSCRIPTS, INC.
THIRD PARTY PAYER ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
This Annex 1 is an annex to, and subject to, the THIRD PARTY PAYER ADDENDUM
between Customer and Allscripts.
Allscripts will establish both an "Invoice Price" and a "Managed Care Price" for
each pharmaceutical or other product supplied to the Dispenser. Allscripts will
▇▇▇▇ the "Invoice Price" to the Dispenser when the product is shipped and will
be paid by the Dispenser in accordance with Allscripts standard payment terms.
If Dispenser provides to an Eligible Person a pharmaceutical or other product
that is adjudicated through the TouchScript system and is to be paid for by a
Health Benefit Plan, Allscripts will credit the Dispenser for (1) the full
reimbursement paid to Allscripts by the Third Party Payer, plus (2) an amount
equal to the difference between the then current "Invoice Price" and the then
current "Managed Care Price" for the pharmaceutical or other product dispensed.
ALLSCRIPTS, INC. CUSTOMER
Name of Customer:_______________________
By:__________________________ By:___________________________________
Print Name:__________________ Print Name:___________________________
Title:_______________________ Title:________________________________
Date:________________________ Date:_________________________________
ALLSCRIPTS, INC.
PHARMACEUTICAL SUPPLY AGREEMENT
SUMMARY TERMS AND CONDITIONS
TERMS
. With pre-approved credit, application regular invoice terms are net 30 days.
Unpaid balances after 30 days from the date of shipment shall bear interest at
the rate of 1 1/2% (one and one-half percent) per month (18% per annum) until
paid.
CREDIT
. Acceptance of any order is subject to final approval of Allscripts' Credit
Department and no order will be binding on Allscripts until so approved. In
case of doubt arising at any time as to purchaser's financial responsibility,
shipments may be suspended until satisfactory assurances are received.
SHIPPING
. The cost of shipping will be borne by the Customer.
. Minimum opening order must be in excess of $100.
. A handling charge of $5.00 will be added to orders of less than 20
prescriptions, which do not exceed a total cost of $100.00.
RETURNS
. Allscripts will accept and pay freight on items shipped in error and items,
which are defective or damaged in transit. Claims must be authorized by
Customer Service within ten (10) days of receipt. Damaged, defective or
missing products will be replaced without charge.
. Products will be accepted for return within sixty (60) days after shipment,
provided such products are unopened, in clean salable condition and have
remaining minimum shelf life of six (6) months, and have been stored at all
times by Customer in accordance with the manufacturer's label instructions. A
Customer Service representative must authorize all returns, and the freight
will be charged to the Customer. All returns are subject to inspection for
proper prior authorization and for damage to the label, container and tamper-
evident seal; all returns, except those resulting from a mutual decision by
Customer and Allscripts to replace a formulary medication with a different
Allscripts product, are subject to a twenty-five percent (25%) inspection and
restocking charge, plus freight.
. All cabinets, supplies, made to order or special-purchase products are not
returnable, except as claimed above as defective or damaged in transit.
. No credit will be issued for any unauthorized returns.
. Allscripts is not responsible for products damaged by improper storage and
handling or damage due to fire, flood or other catastrophe. In addition,
credit will not be issued on products which have been involved in bankruptcy
or which have been discontinued by Allscripts.
HOW TO PROCESS RETURNS
. Contact one of Allscripts' Customer Service Representatives via the 800
number. They will ask for a signed certificate attesting to the fact that all
products being returned were stored at all times in accordance with the
manufacturer's label instructions, and on receipt of same will authorize the
return and issue a Return Goods Authorization (RGA) number, which must
accompany returned goods. Your account will be credited following inspection
of returned goods. Allscripts' Receiving Department will refuse any
unauthorized returns. No credit will be issued for any unauthorized return.
INDEMNIFICATION
. Indemnification by Customer. Customer shall indemnify, save and hold
---------------------------
Allscripts harmless from any liability, damages, loss or expense (including
reasonable attorneys' fees) (collectively, "Losses") that Allscripts may incur
or suffer based on, or arising in any way out of, Customer's actual or alleged
malpractice, negligence or intentional misconduct, or failure to comply with
applicable laws or regulations or violation of any provision of this
Agreement.
. Indemnification by Allscripts. Allscripts shall indemnify, save and hold
-----------------------------
Customer harmless from any Losses arising from any claim, demand, action or
proceeding initiated by any third party based upon any loss resulting from or
occasioned by the improper repackaging or relabeling of any pharmaceutical by
Allscripts.
. Allscripts shall not be liable for any consequential, exemplary or incidental
damages suffered by the Customer for Allscripts' failure or delay in
performance, including but not limited to such failure or delay caused by
government regulations, inability to maintain or obtain proper licensing,
delays in transportation, material shortages, accidents or other problems.
TAXES
. Customer shall reimburse Allscripts for all taxes, excises or other charges
that may be established or levied by any federal, state, county, municipal or
other government authority to which this sale may be subject.
DEFAULT IN PAYMENT
. In the event Customer fails to make payment for products delivered by
Allscripts, Customer agrees to pay Allscripts' collection agency/attorney fees
in any collection proceeding. Customer agrees that it is subject to the
jurisdiction of the Circuit Court of the 19/th/ Judicial District, Lake
County, Illinois, in any litigation arising out of its business relationship
with Allscripts.
ALLSCRIPTS, INC. CUSTOMER
Name of Customer:_______________________
By:__________________________ By:_____________________________________
Print Name:__________________ Print Name:_____________________________
Title:_______________________ Title:__________________________________
Date:________________________ Date:___________________________________
LIMITED POWER OF ATTORNEY
-------------------------
The undersigned, _________________________, hereby appoints Allscripts,
Inc. as attorney-in-fact of the undersigned to act for it and in its name solely
to do all or any of the following:
1. To sign, seal, execute, deliver and/or acknowledge, and to bind the
undersigned pursuant to, all contracts, agreements and other documents and
instruments (collectively, the "Agreements") with pharmacy benefit managers and
other third party payors (collectively, "Payors") as are required by any Payor
for such Payor to accept pharmaceutical claims from the undersigned, and which
Agreements may include an agreement on the part of the undersigned to accept
such Payor's reimbursement rate with respect to such pharmaceutical claims; and
2. To execute all necessary instruments to carry out and perform any of
the powers stated above, and to do any other acts requisite to carrying out such
powers.
Any party to whom this Power of Attorney is presented is hereby authorized
to honor, receive and give effect to all instruments signed pursuant to the
foregoing authority and the undersigned will indemnify and save each such party
harmless from any loss suffered, or liability incurred by it in acting in good
faith in accordance with this Power of Attorney, prior to its receipt of written
notice of any termination of this Power of Attorney, whether such termination is
by operation of law or otherwise.
Neither Allscripts, Inc. nor any attorney-in-fact substituted under this
power shall incur any liability to the undersigned for acting or refraining from
acting under this power, except for such attorney's own willful misconduct or
gross negligence.
Any reproduced copy of this signed original shall be deemed to be an
original counterpart of this Power of Attorney.
This Power of Attorney is governed by Illinois law.
This Power of Attorney shall terminate upon receipt by Allscripts, Inc.
from the undersigned of a written notice of revocation of this Power of
Attorney. The undersigned shall have the right to revoke this Power of Attorney
at any time.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this _____ day of __________, 199__.
_________________________________________
[Name of Provider]
[X] New [_] Change ASEP Provider Number _____________________ Date __________
Contact/Name __________________________________________________________________
ASEP FEES: $50.00 NEW PROVIDER SITE . ANNUAL RENEWAL FEE OF $50.00, INVOICED
(60) DAYS PRIOR TO YOUR RENEWAL DATE. NOTE: NON-PAYMENT OF THIS RENEWAL INVOICE
WILL RESULT IN THE TERMINATION OF YOUR ASEP PROVIDER NUMBER.
==============================================================================
PROVIDER NAME/LOCATION: (attach copy DEA License, State Medical License and
State Disp. Permit #)
Primary Physician Name
Location Name (DBA)
Address
Address ________________________________
City State ZIP Code
Phone FAX
DEA License # State Dispensing Permit #
State License # Federal Tax ID #
===============================================================================
INSURANCE CARRIER: (attach copy)
Carrier Name
Policy Type Policy Amount $
===============================================================================
PHARMACEUTICAL VENDOR:
Vendor Name ALLSCRIPTS, INC.
Vendor Insurance HARTFORD POLICY # 10CCSSS8720
===============================================================================
SOFTWARE VENDOR:
Vendor Name ALLSCRIPTS, INC.
Software Application TOUCHSCRIPT
===============================================================================
STATEMENT:
The applicant agrees to notify in writing, all companies regarding the ASEP
provider number, of any changes in address, licensing, or software vendor
registration immediately and no later than five (5) working days after the
changes have been made.
Signature _________________________________ Date _________________________
Print Name ________________________________ Title ________________________
===============================================================================
INTERNAL USE ONLY:
Entered by _______________________________ Date _________________________
Approved by _______________________________ ASEP Provider number__________
