0001104659-07-052488 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

This Indemnification Agreement (“Agreement”), dated July 3, 2007, is entered into by and between MedQuist Inc. (the “Company”), and Richard H. Stowe (“Indemnitee”).

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February 9, 2005
Employment Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

On behalf of MedQuist Inc. (the “Company”), this Agreement describes the terms of your new employment as the Company’s Senior Vice-President Human Resources, which must commence on a date mutually agreed to in writing by you and the Company (the “Employment Commencement Date”). For purposes of this Agreement, you are referred to as the “Employee.” Other capitalized terms used in this Agreement have the meanings defined in Section 7, below.

STOCK OPTION AGREEMENT
Stock Option Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

This option shall terminate and is not exercisable on or after (the “Scheduled Termination Date”), except if terminated earlier as hereafter provided.

April 21, 2005
Severance Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

On behalf of MedQuist Inc. (the “Company”), this Agreement describes your severance benefits should your employment with the Company terminate pursuant to the conditions set out below. For purposes of this Agreement, you are referred to as the “Employee.”

SEPARATION AGREEMENT
Separation Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

THIS SEPARATION AGREEMENT is hereby made and entered into between Terry L. Cameron, Senior Vice President-Marketing and Business Development, a Georgia resident (“Employee”), and MedQuist Inc. (the “Company”), a New Jersey corporation, having its principal office at 1000 Bishops Gate Boulevard, Mount Laurel, New Jersey.

SEPARATION AGREEMENT
Separation Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

THIS SEPARATION AGREEMENT is hereby made and entered into between James M. Weiland, Senior Vice President-Sales, a California resident (“Employee”), and MedQuist Inc. (the “Company”), a New Jersey corporation, having its principal office at 1000 Bishops Gate Boulevard, Mount Laurel, New Jersey.

SEPARATION AGREEMENT
Separation Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

This Separation Agreement is made this 10th day of December 2004, by and between MedQuist Inc. (hereinafter the “Company”) and John W. Quaintance (hereinafter “Quaintance”), currently Chief Operating Officer of the Company.

February 24, 2005
Employment Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

On behalf of MedQuist Inc. (the “Company”), this letter describes the terms of your new employment as the Company’s President, which must commence on a date mutually agreed to in writing by you and the Company (the “Employment Commencement Date”). For purposes of this Agreement, you are referred to as the “Employee.” Other capitalized terms used in this Agreement have the meanings defined in Section 7, below.

AMENDMENT NO. 6 TO LICENSING AGREEMENT
Licensing Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New York

THIS AMENDMENT NO. 6 TO LICENSING AGREEMENT (this “Amendment”), by and between MedQuist Inc. (“MedQuist”), acting on behalf of its wholly owned subsidiaries (direct and indirect), and Philips Speech Recognition Systems GmbH (“PSP”), is effective as of January 1, 2007 (the “Effective Date”). Capitalized terms not otherwise defined in this Amendment shall have the meanings given to them in the Agreement (as that term is defined below).

AMENDMENT NO. 3 TO LICENSING AGREEMENT
Licensing Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation

This Amendment No. 3 (“Amendment No. 3”) to Licensing Agreement is made as of 2003, August 10th by and between MedQuist Inc. (“MedQuist”), a New Jersey corporation with its principal place of business at Five Greentree Centre, Suit 311, Marlton, NJ 08053, acting on its own behalf-and on behalf of its wholly owned subsidiaries (direct and indirect) and Philips Speech Processing GmbH (“Philips”), an Austrian corporation, with its registered place of business at Triesterstrasse 64, 1101 Vienna, Austria (MedQuist and Philips. each a “Party” and, collectively, the “Parties”).

AMENDMENT NO. 1 TO LICENSING AGREEMENT
Licensing Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation

This Amendment No. 1 (“Amendment No. 1”) to Licensing Agreement is made as of January 1, 2002 by and between MedQuist Inc. (“MedQuist”), a New Jersey corporation with its principal place of business at Five Greentree Centre, Suite 311, Marlton, NJ 08053, acting on its own behalf and on behalf of its wholly owned subsidiaries (direct and indirect) and Philips Speech Processing GmbH (“Philips), an Austrian corporation, with its registered place of business at Computerstrasse 6, 1101 Vienna, Austria (MedQuist and Philips, each a “Party” and, collectively, the “Parties”).

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • Georgia

THIS FIRST AMENDMENT TO LEASE AGREEMENT (the “First Amendment”) is made and entered into effective as of the , day of March, 2006, by and between LA/GA BUSINESS CENTERS, INC., a Georgia corporation (“Landlord”), and MEDQUIST TRANSCRIPTIONS, LTD., a New Jersey corporation (“Tenant”).

SEPARATION AGREEMENT
Separation Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

This Separation Agreement is made this 20th day of December, 2004, by and between MedQuist Inc. (hereinafter the “Company”) and Ethan Cohen (hereinafter “Cohen”), former Senior Vice President and Chief Technology Officer of the Company.

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 2 TO LICENSING AGREEMENT
Licensing Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation

This Amendment No. 2 (“Amendment No. 2) to Licensing Agreement is made as of 2002, December 10th by and between MedQuist Inc. (“MedQuist”), a New Jersey corporation with its principal place of business at Five Greentree Centre, Suit 311, Marlton, NJ 08053, acting on its own behalf and on behalf of its wholly owned subsidiaries (direct and indirect) and Philips Speech Processing GmbH (“Philips”), an Austrian corporation, with its registered place of business at Computerstrasse 6, 1101 Vienna, Austria (MedQuist and Philips, each a “Party” and, collectively, the “Parties”).

CONFIDENTIAL LICENSING AGREEMENT
Licensing Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New York

This Agreement (the “Agreement”) is made as of the 22nd day of May, 2000 by and between MedQuist Inc. (“MedQuist”), a New Jersey corporation, with its principal place of business at Five Greentree Centre, Suite 311, Marlton, NJ 08053, acting on its own behalf and on behalf of its wholly owned subsidiaries (direct and indirect) and Philips Speech Processing GmbH (“Philips”), an Austrian corporation, with its registered place of business at Computerstrasse 6, 1101 Vienna, Austria (MedQuist and Philips, each a “Party” and, collectively, the “Parties”).

OEM SUPPLY AGREEMENT
Oem Supply Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New York

THIS OEM SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of the 23rd day of September, 2004 (the “Effective Date”), by and between Philips Austria GmbH, PHILIPS SPEECH PROCESSING, a Republic of Austria corporation (hereinafter “PSP”), and MEDQUIST INC., a New Jersey, USA corporation (hereinafter “MedQuist”)

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDAcTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 4 TO LICENSING AGREEMENT
Licensing Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation

This Amendment No. 4 (“Amendment No. 4”) to Licensing Agreement is made as of September 1, 2004, by and between MedQuist Inc. (“MedQuist”), a New Jersey corporation with its principal place of business at 1000 Bishops Gate Blvd., Suite 300, Mount Laurel, NJ USA 08054, acting on its own behalf and on behalf of its wholly owned subsidiaries (direct and indirect) and Philips Speech Processing GmbH (“Philips”), an Austrian corporation, with its registered place of business at Trieslerstrasse 64, 1101 Vienna, Austria (MedQuist and Philips, each a “Party” and, collectively, the “Parties”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

This Separation Agreement and General Release (“Agreement”) is hereby entered into by Frank W. Lavelle (“LAVELLE”) and MedQuist Inc., together with its parents, subsidiaries, divisions, affiliates, related companies, predecessors and successors (“MEDQUIST”).

THIRD AMENDMENT TO LEASE
Lease • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation

This Third Amendment to Lease (“Amendment”) made and entered into this 10th day of March, 2006, by and between BRANDYWINE OPERATING PARTNERSHIP, L.P., hereinafter referred to as “Landlord” and MEDQUIST INC., hereinafter referred to as “Tenant”.

CONFIRMATION OF LEASE TERM
Lease Confirmation • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation

THIS MEMORANDUM made as of the 10th day of August, 2006, between BRANDYWINE OPERATING PARTNERSHIP, a Delaware Limited Partnership, with an office at 401 Plymouth Road. Suite 500, Plymouth Meeting, Pennsylvania 19462 (“Landlord”) and MEDQUIST INC. (“Tenant”), who entered into a lease amendment dated for reference purposes as of March 10, 2006 covering certain premises located at 1000 Bishops Gate Boulevard, Mt. Laurel, New Jersey 08054. All capitalized terms, if not defined herein, shall be defined as they are defined in the Lease.

Corporate Offices
Employment Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

This Separation Agreement and General Release (“Agreement”) is hereby entered into by Linda Reino (“REINO”) and MedQuist Inc., together with its parents, subsidiaries, divisions, affiliates, related companies, predecessors and successors (“MEDQUIST”).

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GOVERNANCE AGREEMENT
Governance Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

GOVERNANCE AGREEMENT (this “Agreement”), dated as of May 22, 2000, between Koninklijke Philips Electronics N.V., a corporation organized under the laws of The Netherlands (“Purchaser”), and MedQuist Inc., a New Jersey corporation (the “Company”).

April 26, 2006
Relocation Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation

This letter agreement sets forth our agreement with respect to the relocation of your principal residence from Harleysville, Pennsylvania to Huntingdon Valley, Pennsylvania in connection with your continued employment by MedQuist Inc. (the “Company”).

FIRST AMENDMENT TO LEASE
Lease • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation

This First Amendment to Lease made and entered into this 26th day of August, 2003, by and between BRANDYWINE OPERATING PARTNERSHIP, L.P., hereinafter referred to as “Landlord” and MEDQUIST INC., a New Jersey corporation, hereinafter referred to as “Tenant”.

SECOND AMENDMENT TO LEASE
Lease • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation

This Second Amendment to Lease made and entered into this 30th day of November, 2003, by and between BRANDYWINE OPERATING PARTNERSHIP, L.P., hereinafter referred to as “Landlord” and MEDQUIST INC., a New Jersey corporation, hereinafter referred to as “Tenant”.

FULL SERVICE LEASE BRANDYWINE OPERATING PARTNERSHIP, L.P.
Full Service Lease • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation • New Jersey

THIS LEASE (“Lease”) entered into as of the day of June, 2003, between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”) and MEDQUIST INC., a New Jersey corporation, with its principal place of business at 1000 Bishops Gate Boulevard, Mt. Laurel, New Jersey (“Tenant”).

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 5 TO LICENSING AGREEMENT
Licensing Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation

This Amendment No. 5 (“Amendment No. 5”) to Licensing Agreement is made as of December 30, 2005, by and between MedQuist Transcription, Ltd. (“MedQuist”), a New Jersey corporation with its principal place of business at 1000 Bishops Gate Blvd., Suite 300, Mount Laurel, NJ USA 08054, acting on its own behalf and on behalf of its wholly owned subsidiaries (direct and indirect) and Philips Speech Recognition Systems GmbH (“Philips”), and Austrian corporation, with its registered place of business at Triesterstrasse 64, 1101 Vienna, Austria (MedQuist and Philips, each a “Party” and, collectively, the “Parties”).

LEASE AGREEMENT
Lease Agreement • July 5th, 2007 • Medquist Inc • Services-computer processing & data preparation

THIS LEASE AGREEMENT (the “Lease”) made and entered into this 6th day of September, 2002, by and between LA/GA BUSINESS CENTERS, INC., A GEORGIA CORPORATION (hereinafter “Landlord”) and MEDQUIST TRANSCRIPTIONS, LTD., A NEW JERSEY CORPORATION (hereinafter “Tenant”).

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