INDEMNITY AGREEMENTIndemnity Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • Delaware
This Indemnity Agreement (“Agreement”) is made as of ___, ___by and between WebMD Health Corp., a Delaware corporation (the “Company”), and ___(“Indemnitee”).
WebMD Health Holdings, Inc. 111 Eighth Avenue New York, NY 10001WebMD Health Corp. • September 8th, 2005 • Services-business services, nec • New York
This letter confirms the terms of your employment with WebMD Health Holdings, Inc. (the “Company” or “WebMD Health”), a subsidiary of WebMD Corporation, and amends and supersedes in its entirety the Employment Agreement dated October 4, 2000 between you and WebMD Corporation (the “Prior Agreement”).
INTERACTIVE SERVICES AGREEMENTInteractive Services Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • Virginia
This Interactive Services Agreement (the “Agreement”), effective as of May 9, 2001 (the “Effective Date”), is between America Online, Inc. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, NJ 07407. AOL and WebMD may be referred to individually as a “Party” or collectively as the “Parties.”
THIRD AMENDMENT TO INTERACTIVE SERVICES AGREEMENTInteractive Services Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec
This Third Amendment to the Interactive Services Agreement (this “Third Amendment”), effective as of March 1, 2002 (the “Third Amendment Effective Date”), is made and entered into by and between America Online, Inc. (“America Online” or “AOL”), a Delaware corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, New Jersey 07407 (each a “Party” and collectively the “Parties”). Defined terms that are used but not defined herein shall be as defined in the Interactive Services Agreement between AOL and WebMD effective as of May 9, 2001, as amended (the “Agreement”).
FIRST AMENDMENT TO INTERACTIVE SERVICES AGREEMENTInteractive Services Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec
This Amendment to Interactive Services Agreement (this “First Amendment”), effective as of May 15, 2001 (“Amendment Effective Date”), is made and entered into by and between America Online, Inc. (“America Online” or “AOL”), a Delaware corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, NJ 07407. Defined terms that are used but not defined herein shall be as defined in the Interactive Services Agreement between AOL and WebMD effective as of May 9, 2001 (“Agreement”).
INDEMNITY AGREEMENT BY AND BETWEEN WEBMD CORPORATION AND WEBMD HEALTH CORP. DATED AS OF [ ], 2005Indemnity Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of [___], 2005 by and between WebMD Corporation, a Delaware corporation (“Parent”) on behalf of itself and the other Parent Entities (as defined below), and WebMD Health Corp., a Delaware corporation (the “Company”), on behalf of itself and the other Company Entities (as defined below).
WebMD, Inc. Private Portal Services AgreementPrivate Portal Services Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • New York
This Private Portal Services Agreement (“Agreement”) is made and entered into by and between WebMD, Inc. (“WebMD”), a Georgia corporation with its principal place of business at 111 Eighth Avenue, New York, NY 10011 and Emdeon Corporation (“Customer”), a Delaware corporation with its principal place of business at 669 River Drive, Elmwood Park, NJ 07407 (collectively referred to herein as the “Parties”), and is effective as of October 1, 2005 (“Effective Date”).
SECOND AMENDMENT TO INTERACTIVE SERVICES AGREEMENTInteractive Services Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec
This Second Amendment to Interactive Services Agreement (this “Second Amendment”), effective as of June 26, 2001 (the “Second Amendment Effective Date”), is made and entered into by and between America Online, Inc. (“America Online” or “AOL”), a Delaware corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, New Jersey 07407 (each a “Party” and collectively the “Parties”). Defined terms that are used but not defined herein shall be as defined in the Interactive Services Agreement between AOL and WebMD effective as of May 9, 2001, as amended (the “Agreement”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of September___, 2005 (the “Effective Date”) by and between WebMD Inc., a Georgia Corporation and a wholly-owned subsidiary of WebMD Health Corp. (“Licensor”), and WebMD Corporation (d/b/a Emdeon Corporation), a Delaware Corporation (“Licensee”) (each a “party” and collectively, the “parties”).
FOURTH AMENDMENT TO INTERACTIVE SERVICES AGREEMENTInteractive Services Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec
This Fourth Amendment to Interactive Services Agreement (this “Fourth Amendment”), dated as of June 21, 2005 (the “Fourth Amendment Effective Date”) is made by and between WebMD Corporation, a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, New Jersey 07407 (“WebMD”), and America Online, Inc. (“AOL”), a Delaware corporation with offices at 22000 AOL Way, Dulles, VA 20166, (each a “Party” and together, the “Parties”). Capitalized terms not otherwise defined in this Fourth Amendment shall be as defined in the Interactive Services Agreement by and between the Parties, dated as of May 9, 2001, as amended (the “Agreement”). The Parties desire to amend the Agreement as set forth herein.
SERVICES AGREEMENTServices Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • New York
CONTENT LICENSE AGREEMENTContent License Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • New York
This Content License Agreement (this “Agreement”) is dated as of October 1, 2005 (the “Effective Date”) and is by and between Emdeon Corporation a Delaware corporation (“Emdeon”), with offices at at 669 River Drive, Center 2, Elmwood Park, New Jersey 07407 and WebMD, Inc. a Georgia Corporation (“WebMD”), with offices at 111 Eighth Avenue, New York, NY 10011. Emdeon and WebMD expressly agree that this Agreement incorporates the Terms and Conditions attached hereto.
DATABASE AGREEMENTDatabase Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • New York
This Database Agreement (“Agreement”) is made as of the 1st day of October, 2005 (the “Effective Date”) by and between WebMD, Inc., 111 Eighth Avenue, New York, NY 10011 (“WebMD”) and Emdeon Corporation, 669 River Drive, Elmwood Park, New Jersey (“Customer”), collectively the “Parties”, or each individually a “Party”.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of September 6, 2005, is made and entered into between WEBMD CORPORATION, a Delaware corporation (“Assignor”) and WEBMD HEALTH CORP., a Delaware corporation and a wholly owned subsidiary of Assignor (“Assignee”).
TAX SHARING AGREEMENTTax Sharing Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • New York
This Tax Sharing Agreement (the “Agreement”), dated as of [___], 2005, is made by and between WebMD Corporation, a Delaware corporation (“WebMD”), and WebMD Health Corp., a Delaware corporation (“Health”).
