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Call Center Service Agreement [Addendum No. 4] - AmericasDoctor Internet Operations Inc. and Medical Advisory Systems Inc.

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                                 ADDENDUM NO. 4
                      TO THE CALL CENTER SERVICE AGREEMENT

                  Dated as of September 21, 2000 by and between
                     AmericasDoctor Internet Opertions, Inc.
                       And Medical Advisory Systems, Inc.

     ADDENDUM NO. 4, dated as of September 21, 2000 (the "Effective Date"), by
and between AmericasDoctor Internet Operations, Inc., a Delaware corporation
("AD"), and Medical Advisory Systems, Inc., a Delaware corporation ("MAS").

     The parties hereto entered into the Call Center Service Agreement dated
July 2, 1998, as amended by Addendum Nos. 1, 2, and 3 thereto (the "Agreement"),
a wish to amend the Agreement as provided herein. Accordingly, the parties
hereto agree as follows:

     1.  During the Term of the Agreement, MAS may enter into agreements or
         arrangements with web sites or vendors other than AD to provide
         real-time Internet one-on-one medical chat services. AD shall obtain
         real-time Internet one-on-one medical chat services from licensed
         health care providers exclusively from MAS during the Term of this
         Agreement; provided, however, that nothing herein will require AD to
         use MAS in the provisions of its "Expert Chat" service. In the event
         that MAS provides real-time Internet one-on-one medical chat services
         to U.S. residents that are not derived from AD pursuant to this
         Agreement ("Non-AD U.S. Chats"), MAS shall pay AD a royalty of $0.75
         per Non-AD U.S. Chat for each chat in excess of 30,000 per month. The
         royalty will be payable to AD 30 days after receipt of payment by MAS.

     2.  MAS shall purchase the Equipment listed on Schedule A, attached hereto
         and made a part hereof, from AD for $77,000. Payment will be made to AD
         within thirty days of the Effective Date (the "Closing Date"). As of
         the Closing Date, Section II of the Agreement will be deleted in its
         entirety and replaced with the following: "All equipment, including
         connections, furnishings and software purchased by MAS for the AD Call
         Center (the "Equipment"), shall be titled in the name of and owned by
         MAS."

     3.  MAS hereby has the option, in its sole discretion and subject to
         receipt of the requisite approvals from third parties and completion of
         due diligence satisfactory to MAS within sixty (60) days of the date
         hereof, to obtain from AD a nontransferable sublicense to use the
         software created Jaspin Interactive, Inc. and currently utilized by AD
         in the provision of real time Internet one-on-one medical chat services
         (the "Chat Tool") in exchange for an aggregate Fifty Thousand Dollars
         ($50,000). The sublicense shall expire on December 31, 2001. Such
         sublicense will be evidenced by a sublicense agreement to be entered
         into between the parties upon exercise of MAS' option and acceptable to
         both parties. AD agrees to authorize Jaspin to release to MAS
         information about the number of chats being performed by MAS on behalf
         of AD. AD represents and warrants to MAS that it is not required to use
         the software licensed to it by Jaspin for its real-time Internet
         one-on-one medial chat services to U.S. residents. If MAS decides not
         to purchase the above-referenced sublicense, it may select another
         software provider to provide real-time Internet one-on-one medical chat
         services, which software provides a substantially similar level of
         quality and functionality as presently provided by the Chat Tool.

     4.  Section 15 of the Agreement is deleted in its entirety.


     5.  Section 16(a) of the Agreement is deleted in its entirely and replaced
         with the following: "MAS shall bill AD monthly for services provided to
         AD under the terms of this Agreement. Payment shall be due ten (10)
         days after receipt of MAS' invoice by AD. If and when MAS' total
         monthly bills to AD exceed Two Hundred Thousand Dollars ($200,000), MAS
         may, at its option, bill AD every two (2) weeks." Section 16(b) of the
         Agreement is deleted in its entirely and replaced with the following:
         "AD shall pay MAS a monthly access fee of $50,000, which shall include
         payment for 1,000 Call Center chats ("Call Center Chat") to be
         performed during that month by MAS or $10,000 of value of other
         medical-related, mutually agreed upon services provided by MAS to AD
         (collectively, the
<PAGE>

         "Services"). Call Center Chats shall consist of one-on-one chats
         regarding general medical information, averaging approximately seven
         minutes in duration. The $50,000 fee referred to above shall be the
         sole administrative or overhead fee payable to AD to MAS during the
         Term. In the event that AD does not use the Services in any calendar
         month. AD shall not receive a credit for any Services not provided,
         including, but not limited to, chats not used by AD. In addition to the
         monthly access fee, for all Call Center Chats performed for AD from
         1,001 up to and including 35,000 per month, AD shall pay MAS a per-chat
         fee of $10. For each Call Center Chat performed for AD in excess of
         35,000, AD shall pay MAS a per chat fee of $9. AD shall not be required
         to order any minimum number of chats from MAS. MAS shall not, during
         the Term, sell real-time Internet one-on-one medical chat services to
         any third party on a per chat basis for a price that is less than the
         per chat price charged to AD unless MAS lowers the price per chat
         charged to AD to the same level as that charged by MAS to the third
         party being charged the lowest per chat price on a per chat basis."
         Sections 16(c), 16(e), 16(d) and 16(f) of the Agreement are deleted in
         their entireties.

     6.  AD will use its reasonable best effort to give a good faith estimate of
         its Call Center Chat volume to MAS at least thirty (30) days in advance
         of the month on which such Call Center Chats are to be performed, and
         MAS shall use its reasonable best efforts to accommodate AD's estimated
         volume. If, within six (6) business days following receipt of notice
         from AD pursuant to the foregoing sentence, MAS notified AD that it
         will be unable, despite using its reasonable best efforts, to
         accommodate a portion of AD's estimated volume (the "Unfulfilled Call
         Volume"), MAS shall not be liable to AD for its failure to provide such
         Unfulfilled Call Volume; provided, however, that notwithstanding
         anything to the contrary in this Agreement (including without
         limitation, in Section 1 of this Addendum or Section 18(a) of the
         Agreement), AD shall be permitted to enter into agreements or
         arrangements with web sites or vendors other than MAS to provide such
         Unfulfilled Call Volume. MAS shall not be liable for its failure to
         perform any Call Center Chats in excess of 110% of the number of Call
         Center Chats ordered by AD for any month during the Term and AD shall
         pay MAS for 90% of the number of Call Center Chats ordered in writing
         by AD for any month during the Term regardless of whether such Call
         Center Chats are actually used during such month.

     7.  AD agrees to promote MAS' DocTalk services through its website,
         www.americasdoctor.com. In the event that DocTalk receives calls
         derived from AD's promotion of the DocTalk services (as determined by
         MAS through the user's use of a dedicated telephone number and/or a PIN
         code), MAS shall pay AD a commission equal to 20% of the revenue
         received by MAS for each call. The commission will be payable to AD 30
         days after receipt of notice of payment by MAS.

     8.  During the Term of the Agreement, AD may resell MAS's real-time
         Internet one-on-one medical chat services to third parties on such
         terms as it may elect and may retain all revenues received from MAS's
         provision of such services, subject to compliance by AD with the
         payment and notice requirements of this Agreement as set forth in
         Sections 5 and 6 of this Addendum.

     9.  Section 18(a) of the Agreement is hereby amended to delete the words
         "Call Center services" and replace them with the words "real-time
         Internet one-on-one medical chat services from licensed health care
         providers."

     10. Sections 20(a) of the Agreement (as set forth in Addendum No. 2) is
         hereby amended and restated in its entirety to read as follows: "AD
         hereby agrees to indemnify, hold harmless and defend MAS, any affiliate
         or subsidiary of MAS which engages the Physicians and/or the Health
         Staff, the physicians and the Health Staff (collectively, the
         "Indemnified Persons") from and against any and all claims of any
         nature arising directly from MAS' provision of services to AD under
         this Agreement brought against the Indemnified Persons provided that
         there is no finding that any Indemnified Person did not comply with all
         of the protocols and procedures for operating the Call Center agreed to
         between MAS and AD."

     11. Section 20(c) of the Agreement (as set forth in Addendum No. 2) is
         hereby deleted in its entirety.

     12. Section 21 of the Agreement is hereby amended and restated to read in
         its entirety as follows: "RESERVED."

                                       2
<PAGE>

     13. Section 2 of the Agreement (as set forth in Addendum No. 1) is hereby
         deleted in its entirety and Section 22(a) of the Agreement is hereby
         amended and restated to read in its entirety as follows: "The failure
         of either party to comply with any material term of this Service
         Agreement shall constitute a material breach of this Service Agreement
         as follows: (i) if AD or MAS believes that the other party hereto has
         materially breached the terms of this Service Agreement, it shall
         promptly so notify the other party in writing and such notice shall
         specify the nature of such noncompliance (the "Noncompliance Notice"),
         (ii) the party so notified shall have fifteen (15) days following
         receipt of the Noncompliance Notice to cure or contest such
         noncompliance, and (iii) if such party fails to cure such noncompliance
         within such 15-day period, it shall be deemed to have materially
         breached the terms of the Service Agreement."

     14. Section 22(b) of the Agreement is hereby amended to delete subsection
         (ii) thereof in its entirety.

     15. Section 22(c) of the Agreement is hereby deleted in its entirety.

     16. Section 23(a) of the Agreement is hereby amended to add the following
         sentence: "This section is applicable in its entirety for the time
         period prior to the effective date of Addendum No. 4."

     17. Section 23(b) of the Agreement is hereby deleted in its entirety.

     18. Section 26 of the Agreement is hereby amended and restated in its
         entirety to read as follows: "RESERVED."

     19. MAS agrees to keep accurate books and records with regard to the number
         of chats if performs for AD, the number of Non-AD U.S. Chats it
         performs and the amount of revenue received by MAS for DocTalk services
         derived from AD's promotion thereof on its website. The aforementioned
         books and records of MAS shall be available for inspection at the
         reasonable request of AD on reasonable notice during normal business
         hours during the Term and for six months thereafter.

     20. AD agrees to pay MAS no later than one business day after the date on
         which MAS executes this Addendum and delivers an executed copy to AD
         $199,951.65 for monthly charges through August 31, 2000 and chat fee
         charges through September 10, 2000 at midnight.

     21. Section 31 of the Agreement is hereby amended to replace the address of
         AD set forth therein with the following: "AmericasDoctor Internet
         Operations, Inc., 1325 Tri-State Parkway, Suite 300, Gurnee, Illinois
         60031, Attn: Chief Financial Officer and Chief Information Officer."

     22. All other terms of the Agreement shall remain in full force and effect.

     23. This Addendum may be executed in counterparts, each of which shall
         constitute an original and all of which, when taken together, shall
         constitute one and the same instrument. This Addendum shall become
         effective when signed by each party hereto and delivered to the other
         party. This Addendum, once executed by a party, may be delivered to the
         other party hereto by facsimile transmission of a copy of this Addendum
         bearing the signature of the party so delivering this Addendum. In the
         event any signature is delivered by facsimile transmission, the party
         using such means of delivery shall cause the manually executed page(s)
         to be physically delivered to the other party within five (5) days of
         the execution thereof.

     24. Terms used with initial capitals but not defined in this Addendum are
         used as defined in the Agreement.

     25. The parties confirm that the Agreement will be in effect until July 1,
         2003 and will thereafter automatically terminate unless extended by the
         mutual agreement of the parties.

     26. This Addendum shall be governed by and construed in accordance with the
         laws of the State of Maryland without application to principles or
         conflicts of law. This Addendum shall be binding upon each of the
         parties, their respective successors and assigns.

                                       3
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Addendum No. 4 to be
effective as of the 21st day of September, 2000.



ATTEST:                                     AMERICASDOCTOR INTERNET
                                            OPERATIONS, INC.


_____________________________               By: /s/ Steven M. Rauscher

                                            Name:  Steven M. Rauscher
                                            Title:    President



ATTEST:                                     MEDICAL ADVISORY SYSTEMS, INC.


_____________________________               By: /s/ Ronald W Pickett

                                            Name:   Ronald W. Pickett
                                            Title: President





                                       4
<PAGE>


                                   SCHEDULE A

--------------------------------------------- -----------------------------
QTY DESCRIPTION                               MANUFACTURER
--------------------------------------------- -----------------------------
28 PC. With Windows 98 Lic.                   McClair, Dell & Compaq
--------------------------------------------- -----------------------------
20 21" Monitors                               NEC, KDS & Mitsubishi
--------------------------------------------- -----------------------------
21 Backups 500 UPS                            APC
--------------------------------------------- -----------------------------
2 Laserjet 5000 printer                       Hewlett Packard
--------------------------------------------- -----------------------------
8 17" Monitors                                Dell & Compaq
--------------------------------------------- -----------------------------
2 File Server                                 McClair Multimedia
--------------------------------------------- -----------------------------
2 15" server monitors                         Viewsonic
--------------------------------------------- -----------------------------
1 Laserjet 3150                               Hewlett Packard
--------------------------------------------- -----------------------------
3 Intel 51CT Switch                           Intel
--------------------------------------------- -----------------------------
3 Intel 24 port 10/100 hub                    Intel
--------------------------------------------- -----------------------------
3 Fiber Module
--------------------------------------------- -----------------------------
2 Smart UPS 2200                              APC
--------------------------------------------- -----------------------------
1 APC Backups 700                             APC
--------------------------------------------- -----------------------------
1 DEC 15/30 Backup Unit
--------------------------------------------- -----------------------------
1 4.3 GB Hard Drive                           WD
--------------------------------------------- -----------------------------
1 7 Bay CD Tower                              McClair Multimedia
--------------------------------------------- -----------------------------
2 Firewall PCS                                McClair Multimedia
--------------------------------------------- -----------------------------
1 APC Smart UPS 700                           APC
--------------------------------------------- -----------------------------
1 Firewall Plus Software                      Network-1
--------------------------------------------- -----------------------------
1 Cisco 2514 Router                           Cisco
--------------------------------------------- -----------------------------
2 Intel 12 Port 10/100 hubs                   Intel
--------------------------------------------- -----------------------------
1 NT Server with 25 licenses                  Microsoft
--------------------------------------------- -----------------------------
15 56K Modem                                  BocaResearch
--------------------------------------------- -----------------------------
8 Used 72" Cubicles
--------------------------------------------- -----------------------------
3 Used 6' Tables
--------------------------------------------- -----------------------------
18 Various Used Cubicle Chairs
--------------------------------------------- -----------------------------
1 Remainder of the STATREF Lic
--------------------------------------------- -----------------------------
1 Remainder of the PDR Lic
--------------------------------------------- -----------------------------
1 Windows NT Workstation Software
--------------------------------------------- -----------------------------