Exhibit 8
AGREEMENT FOR SERVICES
This agreement is entered into as of this 1st day of November,
1996, between Xxxxx X. Xxxxxxx (XXXXXXX) and Jo Xxxx Xxxxxxx (Contractor).
WHEREAS, Contractor has performed various management tasks for XXXXXXX over the
past year, and
WHEREAS, XXXXXXX desires to engage the services of Contractor to advise him in
his various management tasks, and
WHEREAS, XXXXXXX desires to insure the long term availability of Contractor's
management advisory services, and
WHEREAS, Contractor is willing and able to commit to a long term agreement and
WHEREAS, XXXXXXX is unwilling to engage Contractor on a contingent percentage
basis, and
WHEREAS, the parties to this agreement realize and agree that the services to be
rendered by Contractor are intrinsically more valuable if Contractor's services
are available for several years due to the maturation of the projects involved.
Now, therefore, in consideration of the mutual covenants and promises contained
herein, the parties agree as follows:
1. Xxxxxxx will assign projects selected by him to Contractor on an
as needed basis.
2. Contractor agrees that projects assigned by Xxxxxxx shall receive
priority treatment over any other projects upon which Contractor
may be engaged.
3. Xxxxxxx may also call upon Contractor for management consultation
and advice on an ad hoc basis on projects not specifically
assigned to Contractor.
4. Contractor acknowledges that the services contemplated under this
agreement may require up to thirty hours per week.
5. Contractor acknowledges that the various projects which will be
assigned to Contractor and the requests for ad hoc consultations
will all be time sensitive requiring timely responses.
6. Contractor agrees that the services contemplated under this
agreement will be rendered over the five year period ending
October 31, 2001 and,
7. Contractor agrees that during the five year period of this
agreement that Contractor will refrain from contracting for her
services in any manner that may make her unavailable to render
the services contemplated herein in a timely manner.
8. Contractor acknowledges that in the performance of this agreement
she will be privy to confidential and secret information, trade
secrets, financial information and budgets, and personal
information the disclosure of which would be detrimental to
Xxxxxxx and that disclosure of any such information to anyone
without the written permission of Xxxxxxx is a material breach of
this agreement.
9. In full payment for all services to be rendered by Contractor
pursuant to this agreement, Xxxxxxx shall transfer to Contractor
free and clear of any liens or encumbrances, two hundred thousand
(200,000) shares of the RESTRICTED common stock of MEDAPHIS
CORPORATION. Each of the parties to this agreement acknowledge
that the value of said shares is Nine Hundred Thousand Dollars
($900,000.00) and agree to said value for state and federal
income tax purposes.
10. Contractor agrees that any failure to perform services hereunder
in a timely manner as requested by Xxxxxxx shall constitute a
material breach of this agreement.
11. Contractor agrees that actual damages resulting from a material
breach of this agreement would be difficult to determine.
Therefore, the parties hereto agree that in the event that
Contractor shall materially breach this agreement, liquidated
damages in the amount of Seven Hundred Thousand Dollars
($700,000.00) shall be payable to Xxxxxxx.
12. Xxxxxxx agrees to transfer the Two Hundred Thousand (200,000)
shares of Restricted Common Stock of MEDAPHIS CORPORATION to
Contractor as soon as said transfer can be made in compliance
with the policies of MEDAPHIS CORPORATION and applicable security
laws but in no event later than January 15, 1997.
In the event of a reorganization, recapitalization, or merger of
MEDAPHIS CORPORATION during the term of this Agreement, the
option herein shall be treated as an option for the equivalent of
the two hundred thousand (200,000) shares which is the subject of
the option.
The rights, duties, and obligations set forth herein are personal to the parties
hereto and may not be assigned but shall be binding on the personal
representatives of said parties.
IN WITNESS WHEREOF, the parties have executed this agreement for Services as of
the 1st day of November, 1996.
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XXXXX X. XXXXXXX XX XXXX XXXXXXX
STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as 'ss'
