AGREEMENT
This AGREEMENT dated as of the 1st day of May, 1997 (the
"Effective Date"), is by and between MEDPLUS, INC., an Ohio
corporation with its principal offices located at 0000 Xxxxxxxx'x
Xxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000 ("MedPlus") and XXX XXXXXXXXX,
an individual residing at 000 Xxxxxx Xx. Xxxxxxxxxx, XX 00000
("Hilnbrand").
W I T N E S S E T H:
WHEREAS, on or before December 31, 1997, Universal Document
Management Systems, Inc. ("UDMS"), a wholly-owned subsidiary of
MedPlus, plans to acquire certain CAD software resellers ("CAD
Resellers") and/or other companies whose business may complement
that of UDMS which acquisition(s) may occur through mergers by and
among UDMS and such CAD Resellers (the "Mergers"); and
WHEREAS, concurrent with and/or following the Mergers, UDMS plans
to conduct an initial public offering of UDMS common stock (the
"IPO") or a private placement of UDMS common stock (the "Private
Placement") on or before December 31, 1997; and
WHEREAS, MedPlus, UDMS and Hilnbrand are parties to an Agreement
of Merger and Plan of Reorganization dated December 14, 1995 (the
"Merger Agreement"); and
WHEREAS, pursuant to Section 4.7 of the Merger Agreement, MedPlus
and UDMS jointly agreed not to sell or merge UDMS to or into an
unaffiliated third party or sell its stock to an unaffiliated
third party without the prior written consent of Hilnbrand, as
more specifically described in paragraph 1 hereof (the "Consent");
and
WHEREAS, MedPlus and UDMS desire to obtain the Consent and
Hilnbrand desires to grant the Consent subject to the terms
hereof.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties, intending to be legally
bound, agree as follows:
1. Consent. In exchange for $1.00 plus other good and valuable
consideration, Hilnbrand hereby irrevocably consents to the
Mergers. In addition, in the event UDMS conducts the IPO or the
Private Placement in conjunction with or following the Mergers,
Hilnbrand, in his individual capacity, hereby irrevocably
consents, subject to all of the terms and conditions set forth
herein, to the IPO or Private Placement, as the case may be.
2. Compensation. As additional consideration for the Consent, in
the event the IPO or Private Placement takes place, MedPlus shall
be obligated (a) to pay to Hilnbrand $10,100 on the effective date
of the IPO or on the date of the Private Placement, (b) to enter
into a contract with UDMS pursuant to which MedPlus shall hire
UDMS as the exclusive provider of design and application building
work related to Step2000 for any such work requested of MedPlus by
or on behalf of Quest Diagnostics ("Quest") and Bectin & Xxxxxxxxx
("B&D") (including any affiliated entity of either Quest or B&D
and any entity established by or joint venture between MedPlus and
either or both of Quest and B&D, or any of their respective
affiliates) on or before December 31, 2000 (the "Design Contract")
and (c), in the event MedPlus enters into a license agreement with
UDMS pursuant to which MedPlus is granted the right to resell or
sublicense the Step2000 product, to agree to pay UDMS' then-
current reseller rates for such license. The Design Contract
shall contain terms and conditions reasonable and standard in the
design and application building industry for license fees,
maintenance fees and services and the cost for such fees and all
services provided thereunder shall be at UDMS' then-current retail
rates for such fees and services.
3. Miscellaneous.
(a) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision.
(b) Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, the heirs and
legal representatives of Hilnbrand, and the successors and assigns
of MedPlus.
(c) No Waivers. The failure of either party to insist upon
the strict performance of any of the terms, conditions and
provisions of this Agreement shall not be construed as a waiver or
relinquishment of future compliance therewith, and said terms,
conditions and provisions shall remain in full force and effect.
No waiver of any term or condition of this Agreement on the part
of either party shall be effective for any purpose whatsoever
unless such waiver is in writing and signed by such party.
(d)Modification. This Agreement may not be changed, amended or
modified except by a writing signed by both parties.
(e) Notices. Any notice, request, demand, waiver, consent,
approval or other communication which is required to be or may be
given under this Agreement shall be in writing and shall be deemed
given only if delivered to the party personally or sent to the
party by registered or certified mail, return receipt requested,
postage prepaid, or via fax with written confirmation thereof, to
the parties at the addresses set forth herein or to such other
address as either party may designate from time to time by notice
to the other party sent in like manner.
(f)Entire Agreement; Governing Law. This Agreement constitutes
the entire agreement and understanding between the parties hereto
with respect to the subject matter hereof and supersedes any prior
agreements or understandings between MedPlus, UDMS and/or
Hilnbrand with respect to such subject matter. This Agreement
shall be governed by and construed in accordance with the laws of
the State of Ohio applicable to agreements made and to be
performed solely within such state.
(g)Consent to Jurisdiction. Each of the parties hereto
irrevocably submits to the jurisdiction of the state and federal
courts located in Xxxxxxxx County, Ohio with respect to any suit,
proceeding or action at law or in equity arising out of or
relating to this Agreement.
(h)Headings. The section headings contained in this Agreement
are for reference purposes only and shall not be deemed to be a
part of this Agreement or to affect the construction or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
MedPlus, Inc. Agreed and Acknowledged:
Universal Document Management
Systems, Inc.
By: /s/ Xxxxxx X. Present II By: /s/ Xxxxxx X. Present II
Its: Chief Operating Officer Its: Vice-Chairman
/s/ Xxx Xxxxxxxxx
Xxx Xxxxxxxxx, Individually
