EXHIBIT 10.26
PURCHASE OF SERVICES AGREEMENT
This Purchase of Services Agreement (this "Agreement") is made effective as
of January 1, 1998 by and between I A Acquisition Corporation, an Illinois
corporation that was incorporated on November 5, 1997 ("IA") and the American
Schools of Professional Psychology, Inc., an Illinois corporation ("ASPP").
WITNESSETH:
WHEREAS, IA is a contractor with the Illinois Department of Children and
Family Services ("DCFS") to provide care management for DCFS wards;
WHEREAS, IA desires to meet its contractual responsibilities to DCFS by
entering into an affiliation agreement with an academic institution;
AND, WHEREAS, ASPP has practicuum students, and has through its faculty
significant expertise in child and adolescent psychopathology and treatment;
AND, WHEREAS, ASPP has financial and accounting services needed by IA;
NOW, THEREFORE, in light of IA's need and the services available from ASPP,
in consideration of the promises and other good and valuable considerations and
of the covenants and provisions set forth below, the parties agree as follows:
1. Term and Termination.
(a.) Subject only to the provisions for early termination hereinafter
set forth, the terms of this Agreement shall commence January 1, 1998 and shall
continue until June 30, 1999.
(b.) Notwithstanding anything to the contrary herein, IA may terminate
this Agreement upon written notice effective immediately, in the event of any of
the following: (i) IA's contract with DCFS is not renewed, canceled or its terms
substantially changed, or (ii) for "cause" (as defined below) by delivery by IA
to ASPP of notice specifying such cause. For the purposes of this Agreement,
"cause" shall be deemed to have occurred upon a breach by one party of the terms
or provisions of this Agreement, after the other party has provided written
notice to the breaching party of the breach, and such breach has not been cured
within fifteen (15) days after the date such noticed is received by the
breaching party.
(c.) Upon termination of this Agreement, as provided above, neither
party shall have any further obligation hereunder except for obligations
accruing prior to the date of termination.
2. Compensation.
(a.) For all services rendered by ASPP under this Agreement, IA shall
compensate ASPP $12,000 per month on the last day of each month falling within
the Term.
3. Clinical Services Provided. ASPP shall provide the following:
(a.) Practicuum Students: ASPP agrees to provide practicuum students
to IA in such numbers as is necessary to meet the needs of IA.
(b.) ASPP will supplement clinical supervision provided by IA staff
for the assigned practicuum students.
(c.) ASPP will be responsible for reasonable training and continuing
education for IA staff as negotiated between IA and ASPP staff. This will
include assessing the training and continuing education needs of IA staff and
provide monthly seminars to meet identified needs.
(d.) ASPP through an identified faculty member will provide case
consultation to IA clients as requested by IA.
(e.) ASPP shall design and implement a system to measure case outcome
for IA clients if requested by IA, such services to be provided at an additional
fee mutually agreeable to IA and ASPP. ASPP shall also provide case outcome
results to IA.
(f.) ASPP will make its faculty and practicuum students available at
times and places required by IA to perform all services described above. ASPP
agrees to perform such services in a professional, competent and timely manner.
4. Financial Services Provided. ASPP shall provide the following:
(a.) The services of chief financial officer.
(b.) All financial reports required by DCFS
(c.) Processing of payroll, accounts receivable, and accounts payable
(d.) Preparation of monthly financial statements.
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5. Indemnification.
(a.) ASPP agrees to and does hereby indemnify and hold IA, its
directors, officers, agents, affiliates, and employees free and harmless from
and against all claims, demands, and liabilities for any negligent, intentional
or wrongful act or omission of ASPP.
(b.) IA agrees and does hereby indemnify and hold ASPP, and its
employees free and harmless from and against all claims, demands, and
liabilities for any negligent, intentional or wrongful acts or omissions of IA
employees.
6. Status of ASPP. ASPP's relationship to IA shall be that of an
independent contractor. ASPP and ASPP employees and contractors shall not have
any claim against IA for vacation pay, sick leave, retirement benefits, social
security, workmen's compensation, disability or unemployment insurance benefits
or employee benefits of any kind. In connection with the performance by ASPP of
services hereunder, the IA shall not have or exercise any control or direction
over the services performed by ASPP, and will not in any way supervise or
control its activities. ASPP shall perform all of the services herein provided
for relying on its own experience, knowledge, judgment and techniques. ASPP
shall not, in the performance of its duties, be managed or advised concerning
the same by IA. ASPP will not be acting as the employee, agent, partner,
servant or representative of IA, and ASPP will not have any authority to bind IA
or any subsidiary of IA in any manner
7. Notice. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and sent certified or registered
mail, return receipt requested, or via overnight with signature required upon
receipt, as follows:
If to IA: Xxxxxx X'Xxxxx, Ph.D.
President
Illinois Alternatives
00 Xxxxx Xxxxx Xx.
Xxxxx 000
Xxxxxxx, XX 00000
If to ASPP: Xxxxxxx Xxxxxxxxx
President
American School of Professional Psychology
00 Xxxxx Xxxxx Xx.
Xxxxx 000
Xxxxxxx, XX 00000
or at any other address as may be given by any party to the other party by
notice in writing, pursuant to the provisions of this paragraph.
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8. Governing Law. This Agreement shall be subject to and governed by the
laws of the State of Illinois.
9. Entire Agreement. This instrument constitutes the entire Agreement of
the parties. It may not be changed orally, but only by an Agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
10. Enforcement.
(a.) In the event of a breach or a threatened breach by either party
of this Agreement, the other party shall be entitled to an injunction
restraining such threatened breach. Nothing herein shall be construed as
prohibiting either party from pursuing any other remedies available to it for
such breach or threatened breach, including the recovery of damages from the
other party.
(b.) If either party shall commit a breach of any provision or term of
this Agreement and legal action is necessary to enforce any such provision or
term, then the breaching party shall be liable to and reimburse the non-
breaching party for the costs and expenses incurred in enforcing any such
provision or term, including court costs and reasonable attorneys' fees.
11. Assignment. ASPP may not assign, without the prior written consent of
IA, its rights or obligations hereunder. IA shall have the right to assign this
Agreement to any subsidiary, affiliate or successor of IA and all covenants and
agreements hereunder shall inure to the benefit of and be enforceable by or
against said assigns.
12. Waiver or Breach. The waiver of either party, or a breach of any
provision of this Agreement, shall not operate or be construed as a waiver of
any subsequent breach by the same party.
13. Confidential Information. ASPP agrees that, during the term of this
Agreement and at all times after the termination of this Agreement for whatever
reason, it will treat as confidential and maintain in confidence all information
relating to the business of IA, including without limitation the identity of the
patients and contractors of IA, IA's arrangements with such patients and
contractors, IA's medical and financial records, patient and referral lists,
patient charts, treatment programs, and credentialing and pricing information,
and technical data relating to IA's services. In addition, ASPP agrees that,
without the prior written approval of IA, it will not disclose any such
information at any time to any person, corporation, association or other entity
except authorized personnel of IA. Upon the termination of this Agreement for
any reason, ASPP will not take or retain from the premises of IA any records,
files or other documents, or copies thereof, relating in any way to the patient,
contractors or business operations of IA, and will return all such materials
immediately to IA's President. It is expressly agreed that the
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remedy at law for breach of the agreements set forth in this Section 12 is
inadequate and that IA shall, in addition to any other available remedies
(including, without limitation, the right of offset), be entitled to injunctive
relief to prevent the breach or threatened breach thereof.
14. Work Product. ASPP agrees that all methods, analyses, reports, plans,
credentialing and pricing information, patient charts, treatment programs,
patient and referral lists and all similar or related information which (i)
relate to IA and which (ii) (a) are conceived, developed or made by ASPP or its
agents, contractors or employees in the course of its work for IA or (b) are the
patient and referral lists or any lists developed as a result of leads arising
directly or indirectly from such lists (all of the above being collectively
referred to as "Work Product"), belong to IA. ASPP will perform all actions
reasonably requested by IA to establish and confirm such ownership by IA.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year herein above written.
By: /s/ Xxxxxx X'Xxxxx
Xxxxxx X'Xxxxx, Ph.D.
President
Illinois Alternatives, Inc.
By: /s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx Ph.D.
Chairman of the Board
ASPP
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