Service Agreement

WHEREAS, Client desires to procure from EHR services described in Appendix A (“The Service”); and

WHEREAS, EHR desires to supply The Service to Client for use in Client’s business in accordance with this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual undertakings set forth below, the parties, intending to be legally bound, agree as follows:

Article 1 -Term.

1.1 Services and Term.

1.1 Services. Client will, on an as-need basis, retain the services of EHR to supply The Service. The billing rate to be charged by EHR is set forth in Appendix A.

1.2 Term, Renewal and Expiration. The terms of this Agreement will be effective as of the date hereof and may be terminated with thirty days’ notice (via email notification) with the following understanding:

a) RISK FREE TRIAL: If EHR fails to deliver as promised and Client is not completely satisfied with service, Client may terminate service immediately within seven days of the date of this agreement (up to seven days worth of transcription). All fees due shall be waived

b) Beyond the seven-day trial period, service may be terminated immediately via email notification at any time within the first thirty days of service with fees due for service delivered to date.

c) After first thirty days of service, Client may cancel service with thirty days notice. Final month of billing shall be equal to the greater of either the average monthly amount billed from the initiation of service or the actual billable amount for work done.

1.3 Termination for Cause. In the event that:

a) Client notifies EHR via email at least thirty (30) days notice prior to the termination of EHR service

b) Client fails to make payment to EHR within ten (10) days after the date the same becomes due, or

c) EHR notifies Client via email of service termination.

Termination of this Agreement for any reason shall not relieve Client from the obligation to pay for amounts owed on account of Services rendered before termination, which shall be paid without offset or deduction of any kind. In the event of termination for cause, if EHR terminates the Agreement for cause, it will retain all of its rights to sue for expectation damages. Such other party may at its option sue for and recover all fees and other monies and/or petition for and obtain all defaulted performance due. Upon termination pursuant to Section 1.2(b) or (c) for cause, the defaulting party will also be liable for and will pay to the other party all expenses incurred in connection with the enforcement of any remedies (including without limitation reasonable attorney fees and expenses) and interest, payable on demand, on all sums due and unpaid from the date of default until paid at the rate of one and one-half percent (1-1/2) per month, but only up to the extent such interest rate is not prohibited by law.

1.3 Certain Rights and Obligations Regarding The Service upon Expiration or Termination. Upon expiration or termination of this Agreement for any reason, all rights of Client granted by EHR herein regarding The Service will automatically terminate.

Article 2 – Confidentiality

2.1 Certain Information of EHR. EHR has expended substantial sums and devoted substantial resources to develop The Service, which embodies substantial trade secrets and other confidential information of EHR. Client agrees to secure and protect EHR’s information to the same degree it secures and protects its own confidential information, and in all events Client shall not disclose any information related to the methods, techniques or manner in which EHR renders The Service to any third party. Notwithstanding the foregoing, Client may disclose the EHR Software to internal and independent auditors, attorneys and government regulators, or as otherwise required by law or legal process. Client will diligently enforce agreements. Client agrees that it is not acquiring hereby any right, title or interest in and to The Service, or the methods, techniques or manner in which EHR renders The Service to any third party Client will not itself, or permit others to, publish, disclose, decompile, disassemble, or otherwise reverse engineer, or display, copy or otherwise make available the EHR information for other purposes or to third parties who are not authorized as specified above.

2.2 Certain Information of Client.

EHR agrees to secure and protect all proprietary materials, so identified, and Client records of Client that it may receive within the course of The Service to the same degree that EHR secures and protects its own confidential information, but at least to keep the same under lock and key when not attended to by an authorized EHR employee.

2.3 Warranty of Accuracy and Responsibility to Confirm Final Transcription Report.

EHR makes every effort to ensure that dictated data (i.e. audio files) is properly represented in the typed document. The parties acknowledge that to the extent that Client cannot assure perfect audio dictation or warrant the clarity of every dictated word (or that every dictated word or passage is even decipherable), and also that, because EHR can not affect changes that Client makes to the transcription upon Client’s review, that EHR can therefore not ensure nor be held liable for the final report/transcription approved by Client. The parties hereby further acknowledge that it is the Client’s responsibility and imperative that Client thoroughly review all transcriptions to ensure consistency with the Client’s intent in each dictation that is provided to EHR and accept it as a final approved medical report.

Article 3 – Notices

3.1 Notices. Notice hereunder to be effective must be in writing and will be effective on the business day of receipt, or if not received on a business day, on the business day next following the day of receipt, when sent by postage prepaid certified United States mail with return receipt requested, or personal delivery, or automatically receipted facsimile, or an overnight courier service of recognized national standing, in each case addressed to a party at the later of (a) its address first written above or (b) its address most recently notified to the other party by effective notice hereunder.

Article 4 – Miscellaneous

4.1 Payments:

Invoices will be sent electronically on the 1st of each month. Payment is due within fifteen days of invoice by credit card, check, or electronic funds transfer.

In the event that credit card payment does not go through, Client shall provide an alternate form of payment within five business days. Late payments shall be charged the greater of $35 of 1.5% interest per month until the balance has been satisfactorily paid. Client agrees that any fees incurred by EHR for purposes of collection on late accounts (whether by collection agency or attorney) shall be added to the total amount due and paid by client.

4.2 Force Majeure. If EHR’s performance of any part of this Agreement is prevented, hindered, delayed or otherwise made impracticable by reason of flood, riot, fire, strike, explosion, war, unavailability of goods or services, or any other cause whether similar or dissimilar to those listed beyond the reasonable control of EHR, EHR will be excused from such performance to the extent that it is prevented, hindered, delayed or barred by impracticability by such events. Upon the occurrence of any such event, EHR will make reasonable efforts to notify Client of the nature, extent and possible duration of such event.

4.3 Severability. If any part of this Agreement is found violative of any law or otherwise legally defective or unenforceable, this Agreement will be construed and applied without reference to such part.

4.4 Applicable Law, Etc. This Agreement will be construed and applied in accordance with the laws of the State of Florida (without application of its conflicts of laws rules), and will be binding upon and inure to the benefit of the parties, their respective successors and assigns, provided that no assignment of any right or delegation of any obligation under this Agreement by Client will be effective (a) unless the assignee is engaged in the Business and (b) until EHR receives notice thereof and an executed instrument in writing reasonably satisfactory to EHR evidencing such assignment or delegation. EHR may as a result of a merger, consolidation, sale or reorganization assign its obligations hereunder to a successor to the underlying EHR transcription business without Client’s consent except if said assignment is to a party, which is bankrupt, insolvent, or financially irresponsible. No assignment of this Agreement by EHR will be effective (a) until Client receives written notice thereof and (b) until Client receives an executed instrument in writing reasonably satisfactory to Client evidencing such assumption of EHR’s obligations hereunder. Any arbitral award may be enforced in any Federal Court. Each party hereby submits to the non-exclusive jurisdiction of Federal and state of competent jurisdiction courts in Manatee County, Florida, for all purposes of any proceeding in connection herewith and hereby waives any objection it may now or hereafter have to such jurisdiction or venue. The parties agree that any process therein will be effectively served if delivered as notice hereunder.

4.5 Agreement. This Agreement includes the Appendices referenced above and attached hereto and constitutes the complete and exclusive understanding of the parties hereto with regard to its subject matter, superseding any and all prior agreements, understandings or other communications, written or oral, thereon, and cannot be amended, waived, excused or otherwise modified in effect except in a writing signed by the party to be bound. Any such waiver or excuse will be effective only with regard to the instance specified therein, and will not apply to any subsequent or different instance. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which will constitute but one and the same instrument.