NONCOMPETITION AGREEMENTNoncompetition Agreement • May 10th, 2007 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation
THIS NONCOMPETITION AGREEMENT (this “Agreement”), is made and entered into as of this 30th day of April, 2007, by and between ProxyMed, Inc. d/b/a MedAvant Healthcare Solutions, a corporation duly organized and validly existing under the laws of the State of Florida (“Seller”), and SureScripts, LLC, a limited liability company duly organized and validly existing under the laws of the Commonwealth of Virginia (“Buyer”). WHEREAS, Seller and Buyer have entered into that certain Purchase Agreement, dated as of April 30, 2007 (the “Purchase Agreement”) whereby Buyer has agreed to purchase the Pharmacy Processing Business of Seller, all as set forth in such Purchase Agreement; WHEREAS, as a material part of the benefit of the bargain and as an inducement to Buyer, without which Buyer would not enter into the Purchase Agreement, Seller has promised and agreed to abide by the covenants and promises set forth in this Agreement; and WHEREAS, Buyer would not enter into the Purchase Agree
ESCROW AGREEMENT BY AND AMONG SURESCRIPTS, LLC, PROXYMED, INC., AND SUNTRUST BANKEscrow Agreement • May 10th, 2007 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Virginia
THIS ESCROW AGREEMENT (this “Agreement”), dated as of April 30, 2007, is made by and among SureScripts, LLC, a limited liability company duly organized and validly existing under the laws of the Commonwealth of Virginia (“Buyer”), ProxyMed, Inc. d/b/a MedAvant Healthcare Solutions, a corporation duly organized and validly existing under the laws of the State of Florida (“Seller”), and SunTrust Bank, a Georgia Banking corporation (the “Escrow Agent” and, together with Buyer and Seller, the “Parties”). WHEREAS, Buyer and Seller have entered into that certain Purchase Agreement, dated as of the date hereof, a copy of which is attached hereto (the “Purchase Agreement”); and WHEREAS, the Purchase Agreement contemplates that Buyer and Seller will enter into this Agreement in connection with the payment of one hundred thousand dollars ($100,000) of the Purchase Price to Seller. NOW, THEREFORE, in consideration of the premises and covenants as set forth herein, and subject to the repr
PURCHASE AGREEMENTPurchase Agreement • May 10th, 2007 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Virginia
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of this 30th day of April, 2007 (the “Effective Date”), is made by and between ProxyMed, Inc. d/b/a MedAvant Healthcare Solutions, a corporation duly organized and validly existing under the laws of the State of Florida (“Seller”), and SureScripts, LLC, a limited liability company duly organized and validly existing under the laws of the State of Virginia (“Buyer”). WHEREAS, Seller is a party to the Seller Contracts (defined below) pursuant to which Seller provides various back-end services to pharmacies and providers through its proprietary national healthcare information network, including enabling pharmacies and providers to exchange prescription information electronically through a system referred to, from time to time, as one or more of the following names: Phoenix, ProxyMed Network, ProxyNet Network, PreScribe.net, and/or ProxyNet Interface (collectively, the “ProxyMed Network” and, together with the Seller Contracts, the “Ph
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2007 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Florida
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered on March 22, 2007, by and between ProxyMed, Inc., a Florida corporation, d/b/a MedAvant Healthcare Solutions (the "Company"), and Peter E. Fleming, III (“Executive”). WHEREAS, upon the terms and subject to the conditions of this Agreement, the Company desires to employ the Executive, and Executive is willing to accept such employment. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth hereinafter and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive intending to be legally bound agree as follows: 1. Term. The initial term of the Agreement shall commence on March 26, 2007, (the “Effective Date”), and shall continue for three (3) years and shall be automatically renewed from year to year thereafter (hereafter, the initial term and any renewals thereof shall constitute the “Term”), unless either party provides
