STATE OF SOUTH CAROLINA
COUNTY OF LEXINGTON
AGREEMENT
WHEREAS, Azimuth, Inc. (hereinafter referred to as "Azimuth") is engaged in the
business of providing industrial hygiene and environmental health and safety
services, and;
WHEREAS, through its business activities in the health care industry in South
Carolina, PHT Services, Ltd. (hereinafter referred to as "PHTS") has established
itself as a leader in providing products and services in many areas; and
WHEREAS, Azimuth and PHTS are desirous of establishing a strategic alliance and
exclusive marketing relationship for their mutual benefits as well as for the
benefits of their clients;
NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of
the mutual covenants and benefits contained herein and the future benefits to be
derived by each, the parties hereunto agree as follows:
1. NATURE OF AGREEMENT
Effective September 4, 1998, Azimuth hereby appoints PHTS as its marketing agent
for its services subject to the following terms and conditions:
2. SCOPE OF TERRITORY
PHTS shall market the services to health care providers and other employers with
which PHTS has relationships. PHTS shall have the right to market services to
any provider that is a part of a system whose parent is located outside the
state of South Carolina, provided, however, that this right shall not be
exclusive.
3. STATUS OF PHTS
(a) In accordance with the terms set forth in Section 2 and elsewhere in this
Agreement, Azimuth hereby authorizes PHTS to arrange for solicitation and
procurement of contracts (hereinafter referred to as "Contracts").
(b) PHTS is an independent contractor and no provision hereof nor any role or
regulation of Azimuth shall be construed to breach this right or create a
relationship of master and servant or of employer and employee.
(c) This Agreement shall constitute the entire agreement and it supersedes all
previous agreements, whether oral or written, between Azimuth and PHTS.
AGREEMENT
PHT SERVICES, LTD. AND AZIMUTH
4. RESPONSIBILITY OF PHTS
(a) PHTS agrees to follow and be governed by the terms and conditions of the
Agreement and such rules and regulations for the conduct of its business as
Azimuth has established or may establish in the future and which are
communicated in writing to PHTS.
(b) PHTS agrees to be responsible to Azimuth for all business done by or
entrusted to PHTS, its agents or employees. All records connected with the
business transactions covered by this Agreement shall be open to inspection by
Azimuth. The accounts of Azimuth shall be competent and conclusive evidence of
the state of accounts between parties. PHTS agrees to be responsible for
identifying client opportunities, arranging meetings with prospective clients
and delivering proposals with representatives of Azimuth.
(c) PHTS agrees to conform at all times to the laws and regulations of the state
of South Carolina and shall maintain all licenses and/or other regulatory
approval necessary to execute the duties hereunder. PHTS shall immediately
notify Azimuth of the loss, suspension or revocation of any such license or
authority, in which case this Agreement shall immediately terminate.
(d) PHTS agrees to assist in the conservation and renewal of all Contracts
entered into by Azimuth, and to perform such other duties to aid the purpose of
this Agreement as may be requested by Azimuth.
(e) PHTS is not authorized to collect any fees for Azimuth. Should PHTS accept
any payment of fees, PHTS shall immediately pay over to Azimuth the amounts due
which have been accepted. Fee payments will be handled on a direct xxxx basis
from Azimuth to the client, and PHTS is not responsible for unpaid or delinquent
fee payments.
(f) PHTS agrees to pay all expenses incurred by PHTS in the performance of this
Agreement.
(g) PHTS agrees to be responsible and to assume liability for and shall
indemnify and defend Azimuth for the acts of it, its employees, agents and
sub-agents as if such acts had been performed by PHTS.
5. RESPONSIBILITY OF AZIMUTH
(a) Azimuth agrees to follow and be governed by the terms and conditions of the
Agreement and such rules and regulations for the conduct of its business as PHTS
has established or may establish in the future and which are communicated in
writing to Azimuth.
(b) Azimuth agrees to assist PHTS in arranging for the solicitation and
procurement of Contracts.
AGREEMENT
PHT SERVICES, LTD. AND AZIMUTH
(c) Azimuth shall make reasonable efforts to assist in the conservation and
renewal of all Contracts and to perform such other duties to aid the purpose of
this Agreement as may be reasonably requested by PHTS.
(d) Azimuth acknowledges that the relationships which PHTS has established with
its clients are a valuable and continuing asset. Azimuth agrees to make good
faith efforts to ensure the protection of such relationships and the continued
satisfaction of PHTS clients.
(e) Azimuth agrees to pay all expenses incurred by Azimuth in the performance of
this Agreement.
(f) Azimuth agrees to be responsible and to assume liability for and shall
indemnify and defend PHTS for the acts of it, its employees, agents and
sub-agents as if such acts had been performed by Azimuth.
6. LIMIT OF AUTHORITY
(a) The authority of PHTS shall extend no further than stated herein.
(b) PHTS shall not bind, make, alter, or discharge any Contract, or extend the
time of payment of any fees, or waive payment in cash, or contract debts in the
name of Azimuth, or receive any money due or to become due to Azimuth, except as
authorized herein or by written directive of Azimuth.
(c) PHTS shall have the right to review all Contracts entered into by Azimuth,
pursuant to the terms of this Agreement before such Contracts are delivered to
the client.
(d) Azimuth will furnish sales promotion material regarding this Agreement to
PHTS. Azimuth shall not issue or circulate any written or printed advertising
materials pertaining to PHTS or its business without first obtaining written
approval from PHTS. PHTS shall not issue or circulate any written or printed
advertising materials pertaining to Azimuth or its business without first
obtaining written approval from Azimuth.
7. COMPENSATION
Azimuth will pay a fee to PHTS in an amount equal to ten percent (10%) of the
monthly receipts realized by Azimuth resulting from industrial hygiene, and
environmental, health and safety services provided to health care providers,
organizations, and other employers with which PHTS has relationships. This
agreement does not include the annual industrial hygiene agreement which
currently exists and which may be renewed between Azimuth and Palmetto Hospital
Trust,
AGREEMENT
PHT SERVICES, LTD. AND
AZIMUTH
In the event that Azimuth enters into any similar arrangement as is established
by this Agreement with any of PHTS's other strategic allies or business
partners, either current or future, Azimuth will pay a fee to PHTS an amount
equal to two percent (2%) of any monthly receipts realized by Azimuth from
business generated under such arrangement.
In the event that Azimuth provides PHTS assistance in obtaining additional
business in its core area of providing workers' compensation administrative
services, PHTS will pay a fee to Azimuth in the amount of two percent (2%) of
any annual contract amount between PHTS and said client.
8. LIMITED AGREEMENT NOT TO COMPETE
During the term of this Agreement and for a period of twenty-four (24) months
after its termination for any cause, except as may be expressly otherwise
authorized by Azimuth or provided herein, PHTS agrees that it will not offer,
directly or indirectly, products or services which compete with products or
services which PHTS is authorized to solicit for Azimuth pursuant to this
Agreement, to any health care provider in South Carolina.
9. TERM OF AGREEMENT
(a) The term of this Agreement shall be for an initial period beginning on the
commencement date mentioned above and terminating on December 31, 1998.
Thereafter, this Agreement will automatically renew for successive one year
periods unless written notice of intent to non-renew is given by either party
sent at least thirty (30) days prior to the end of the term or any renewal
thereof or unless terminated by either party as permitted below.
(b) This Agreement shall terminate upon the happening of any of the following
events:
(i) immediately upon either PHTS or Azimuth ceasing to do business or
becoming bankrupt; or
(ii) A material breach on the part of any party which remains uncorrected
after giving of fifteen (15) days written notice by one party to the other;
or
(iii) By mutual consent; or
(iv) At any time upon sixty (60) days notice by any party; or
(v) Immediately upon the revocation of authority of PHTS or Azimuth to
transact business in South Carolina; or
AGREEMENT
PHT SERVICES, LTD. AND AZIMUTH
l0. ASSIGNABILITY
This Agreement is not transferable, or assignable by either party without the
express written consent of the other party, and such consent to not be
unreasonably withheld.
11. INDEMNIFICATION
PHTS shall indemnify and save Azimuth harmless from any loss or expense on
account of any negligent or willful act or omission by PHTS, its agents or
employees; and Azimuth shall indemnify and save PHTS harmless from any loss or
expense on account of any negligent or willful act or omission by Azimuth, its
agents or employees.
12. WAIVER
Failure of PHTS or Azimuth to insist upon strict compliance with any of the
provisions of this Agreement or the rules or regulations of PHTS or Azimuth
shall not be construed as a waiver of any of the provisions or rules or
regulations, but said provisions, rules and regulations shall continue to be in
full force and effect.
13. CONFIDENTIALITY
PHTS acknowledges that during the course of its providing services under this
Agreement, PHTS and its employees, agents and representatives will be exposed to
certain proprietary and confidential information related to specific and general
business operations of Azimuth (e.g. sales, costs, profits, pricing, methods,
organization, customer lists, processes, equipment, etc.). PHTS further
acknowledges that this information is confidential and of great value to
Azimuth. Except to the extent necessary to carry out its obligations under this
agreement, PHTS hereby agrees that neither it, its employees, agents, or
representatives shall divulge such proprietary and/or confidential information
to anyone during or after the term of this Agreement. Further, without Azimuth's
written consent, PHTS shall not disclose, advertise or publish the existence or
terms of or transactions under this Agreement.
14. RIGHTS UPON TERMINATION
In the event of termination of this Agreement, so long as PHTS is subject to the
restrictions contained in paragraph 8 hereof, PHTS shall be entitled to
compensation for revenues earned by Azimuth on business produced by PHTS while
this Agreement was in effect, or any renewals of any such business. At the end
of the term designated in the limited agreement not to compete designated in
paragraph 8, Azimuth shall have the right to renew all accounts solicited by
PHTS, without compensation to PHTS. PHTS shall thereafter have the right to
solicit those accounts for other competing companies.
AGREEMENT PHT
SERVICES, LTD AND AZIMUTH
IN WITNESS WHEREOF, the parties hereto affix their respective hands and seals
this day of December 10, 1998.
Azimuth
By:
Its:
Date:
PHT Services. Ltd.
By
Its:
Date
ATTEST: (SEAL)
By:
Its:
