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Legend:
Places in this exhibit where four (4) consecutive asterisks ("****")
appear indicates that a confidential portion of this document has been omitted
in such location. PracticeWorks has filed a request for confidential treatment
with respect to such information, and such information has been filed
separately with the Securities and Exchange Commission.
EXHIBIT 10.10
INFOCURE CORPORATION
E-COMMERCE AGREEMENT
This E-Commerce Agreement ("Agreement"), effective as of January 18,
2000, 2000 ("Effective Date") is made by and between United Stationers Supply
Co., an Illinois corporation, with its principal place of business at 0000 Xxxx
Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxx 00000 (referred to herein as "UNITED"), and
InfoCure Corporation, a Delaware corporation having its principal offices at
0000 Xxx Xxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (referred to herein as
"InfoCure").
RECITALS
A. InfoCure develops and licenses, among other things, practice
management software for use by its customers in the healthcare industry.
B. UNITED is a wholesale distributor of business products
including office supplies in North America.
C. As part of its practice management software, InfoCure is in
the process of developing and will market to its customers an inventory control
system that would give its customers the ability to order supplies via an
on-line computer entry system.
D. UNITED and InfoCure wish to enter into an agreement whereby
UNITED will be one of InfoCure's suppliers. Under this arrangement, InfoCure's
customers will have the ability to use the system to order office supplies and
other merchandise made available through UNITED in accordance with the terms set
forth below.
AGREEMENT
In consideration of the mutual promises and covenants and upon the
terms and conditions set forth in this Agreement, the parties agree as follows:
1. DEFINITIONS.
1.1. INFOCURE CUSTOMERS. As used herein, the term "InfoCure
Customers" means the customers of InfoCure who have licensed the right to use
the InfoCure System from InfoCure.
1.2. INFOCURE SYSTEM. As used herein, the term "InfoCure System"
means the InfoCure inventory control system currently known as "InfoLinx" that
was developed by InfoCure for the healthcare industry that provides for on-line
computer entry for orders of supplies from the orthodontists, including without
limitation, the Office Supplies; as well as any manuals or documentation related
thereto or improvements, upgrades, and new releases thereof.
1.3. OFFICE SUPPLIES. As used herein, the term "Office Supplies"
shall mean the office supplies and other merchandise supplied by UNITED as
identified in the catalogs provided by UNITED from time to time hereunder.
2. ORDER FULFILLMENT OBLIGATIONS.
2.1. INFOCURE ORDERS. InfoCure Customers shall submit orders for
Office Supplies through the InfoCure System to InfoCure (the "Customer Order").
Upon receipt of any Customer Order, InfoCure shall submit a corresponding order
to UNITED for such Office Supplies (the "InfoCure Order"), which InfoCure Order
will identify the Office
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Supplies being purchased and the "ship to" address, which "ship to" shall in
most cases be the location of the InfoCure Customer who placed such InfoCure
Order.
2.2. ORDER PROCESSING AND DELIVERY. Upon receipt thereof, InfoCure
Orders will be assigned via zip code to the nearest United Stationers facility.
All orders received into UNITED's system by 2 PM in the time zone of the
shipping facility will be shipped the same day. Office Supplies will be sent to
the InfoCure Customers utilizing UPS Ground delivery. If the originally assigned
United Stationers facility cannot complete the InfoCure Order, UNITED's system
will automatically search for the next closest facility and ship the Office
Supplies directly to the InfoCure Customer through such facility. UNITED will
use every effort to ship orders via the most expedient, economical and practical
means possible consistent with UNITED's carrier selection criteria.
2.3. MINIMUM ORDERS. InfoCure Orders will be accepted at any dollar
amount; provided that any InfoCure Orders received for less than $50.00 net,
will be subject to an additional $5.00 handling charge in addition to any other
applicable freight charges or processing fees.
2.4. CLAIMS AND PROOF OF DELIVERY. All claims for Office Supplies
lost or damaged in transit must be filed by the consignee with the carrier. All
other claims for shortages or wrong-fills must be presented within ten (10) days
from the date of UNITED's invoice to InfoCure. Any requests for proof of
delivery must be made within sixty (60) days after the date of UNITED's invoice
to InfoCure. After such sixty (60) days, no proof of delivery data will be
supplied. It is the responsibility of the InfoCure to access available proof of
delivery information online from UNITED.
3. PRICE AND PAYMENT TERMS.
3.1. PRICE AND PAYMENT TERMS. The pricing and payment terms are set
forth on EXHIBIT A hereto.
3.2. DELIVERY CHARGES. Through UNITED's Nationwide Express Delivery
program, all Office Supplies shall be delivered to the InfoCure Customers
anywhere in the continental United State at a freight rate of eight percent (8%)
against the amount invoiced to InfoCure regardless of the United Stationers
shipping point.
3.3. RESPONSIBILITY. InfoCure shall be fully responsible for and
shall xxxx and collect from the InfoCure Customers all monies in connection with
the sale of Office Supplies to the InfoCure Customers through the InfoCure
System.
4. RIGHTS, DUTIES, AND OBLIGATIONS OF THE PARTIES.
4.1. ELECTRONIC DATABASE AND CATALOG.
(a) At no additional cost to InfoCure, UNITED will
provide InfoCure with UNITED's e-commerce database that InfoCure may provide to
its InfoCure Customers. This file has consumer-friendly descriptions and
photographs that match UNITED's General Line Catalog offering. Updates will be
automatically sent on a quarterly basis. The e-commerce database shall be
provided in a format that gives InfoCure the ability to modify and/or enter
prices of the Office Supplies identified therein.
(b) In addition, UNITED will make available hard copy
catalogs at a price of Five Dollars ($5.00) per catalog. These hard copy
catalogs can be private-labeled for InfoCure under terms to be mutually agreed
to by the parties.
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4.2. ACCESS TO UNITED SYSTEMS. During the term of this Agreement,
UNITED agrees that, to the extent that InfoCure needs access to any of UNITED's
software in order to implement the InfoCure System so that the Office Supplies
may be ordered via the process identified above, UNITED shall provide such
access to the best of its ability to InfoCure and represents and warrants that
it shall have all rights and licenses necessary to provide InfoCure such access
during the term of this Agreement.
4.3. CO-OP ADVERTISING. UNITED does not currently offer a standard
co-op or pass through rebate program. UNITED will work with InfoCure to develop
channel specific marketing programs targeted at on-line resellers. These
programs may or may not include components like co-op accruals or pass through
rebates.
4.4. CUSTOMER SERVICES. UNITED has in part automated its customer
service to address as many of the typical customer service inquiry responses as
possible, such as checking stock on an item, checking the price on an item,
requesting a Return Authorization and the like. UNITED reserves the right to
charge $2.50 per call or inquiry made via voice or fax for a customer service
inquiry that is currently provided in an automated fashion by UNITED.
4.5. RETURNS AND WARRANTIES. The return policy is identified on
EXHIBIT B hereto. Notwithstanding the foregoing, the warranties with respect to
any Office Supplies ordered hereunder shall run directly from UNITED to the
InfoCure Customer to which the Office Supplies are delivered. UNITED shall
assume full responsibility and liability with respect to any warranty that it
may choose to offer with respect to the Office Supplies, including but not
limited to any accommodation offered to any customer above and beyond the strict
requirements of its warranty obligations.
4.6. MAINTENANCE OF HARDWARE. UNITED, at its sole expense, shall
provide and maintain all computer hardware, software, telecommunications
equipment, and services required to access the InfoCure System from UNITED's
premises, including, but not limited to, a PC or computer system, Internet
browser, modem, phone service and Internet access. UNITED is responsible for
software installation and training employees to operate the computers and
software and maintain the confidentiality of Proprietary Information (as defined
below) of InfoCure.
4.7. INDEMNIFICATION. UNITED shall indemnify and hold InfoCure
harmless from any actions, suits proceedings, damages, expenses and fees
(including any reasonable attorney fees) which InfoCure incurs as a result of
(i) any breach of warranty or alleged breach of warranty with respect to the
Office Supplies but only to the extent UNITED is indemnified by the manufacturer
of the Office Supplies for such breach of warranty or alleged breach of warranty
claim, (ii) any failure by UNITED to comply with any applicable laws or
regulations, (iii) any liability to third parties (including reasonable
attorney's fees) for any personal injury, property damage or economic loss, or
claim therefor, including death or other loss, cost or expense, to the extent
caused or alleged to have been caused by the Office Supplies (whether sounding
in tort, contract, negligence, strict liability, or any other legal theory) but
only to the extent UNITED is indemnified by the manufacturer of the Office
Supplies for such claim, and (iv) any breach of UNITED's warranty in Section 4.2
above. Notwithstanding the foregoing, in no case will UNITED have any duty to
indemnify InfoCure hereunder to the extent that such claim is determined to be
due to the gross negligence or intentional misconduct of, or a breach of its
obligations under this Agreement, by InfoCure.
4.8. PRIVACY. UNITED agrees that all information concerning the
InfoCure Customers obtained through the InfoCure System shall remain the
exclusive property of InfoCure and UNITED shall only use such information for
internal purposes related to this Agreement and shall not use or otherwise
distribute, share, or sell such information with any third party for any other
purpose.
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5. TERM AND TERMINATION.
5.1. INITIAL TERM. The initial term of this Agreement shall
commence on the Effective Date and shall end one year later (the "Initial
Term").
5.2. RENEWAL TERM. Following the end of the Initial Term, this
Agreement shall automatically renew for an additional term of one (1) year (each
a "Renewal Term"), unless terminated earlier by either party by giving sixty
(60) days written notice of termination prior to the end of the then current
term.
5.3. EARLY TERMINATION. Either party may terminate this Agreement
on sixty (60) days prior written notice to the other party if the party to whom
such notice is given is in material breach of this Agreement and any such breach
is not cured within such sixty (60) day period. The party claiming the right to
terminate under this provision shall set forth in its notice of intent to
terminate the facts underlying its claim that the other party is in material
breach of this Agreement. With respect to defaults not reasonably curable within
the sixty (60) day notice period, the party to whom notice is given shall not be
considered to be in default as a result of such failure, so long as that party
is diligently and expeditiously attempting to cure such default and such default
is curable within a reasonable period of time following the expiration of such
sixty (60) day notice period.
5.4. EFFECT OF TERMINATION. In the event of any expiration or
termination of this Agreement, all rights and licenses provided hereunder shall
immediately terminate and each party shall return to the other party, its
property and Proprietary Information (and all copies thereof); and such
expiration or termination shall not affect the obligations of either party to
the other (i) accruing prior to the date of termination, or (ii) which expressly
extend beyond the term of this Agreement. Further, any such expiration or
termination of the Agreement shall be without prejudice to any right or remedy
to which a party may be entitled either at law, in equity or under this
Agreement.
5.5. SURVIVAL. Upon the expiration or termination of this
Agreement, the provisions of this Agreement concerning the ongoing interests of
the parties shall continue and survive in full force and effect, including
without limitation Sections 4.7, 4.8, 5.5, and 6 through 14.
6. LIMITATION OF LIABILITY. EXCEPT FOR ANY LIABILITY UNDER SECTION 4.7 OR
8, NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL, PUNITIVE, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED
TO ANY DAMAGES BASED ON ANY LOSS (OR ANTICIPATED LOSS) OF INCOME, BUSINESS,
SALES, PROFITS OR EARNINGS, OR BASED ON EXPENDITURES, INVESTMENTS, COSTS,
ACTIONS TAKEN OR COMMITMENTS MADE OR ENTERED INTO IN RELIANCE OF OR IN ANY WAY
RELATED TO THE PERFORMANCE OF THIS AGREEMENT OR RESULTING FROM THE USE OF OR
INABILITY TO USE THE PRODUCTS OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY
SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF SUCH PARTY HAS
BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT
FOR ANY LIABILITY UNDER SECTIONS 4.7 OR 8, IN NO EVENT SHALL EITHER PARTY'S
LIABILITY TO THE OTHER PARTY EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000).
7. WARRANTIES. INFOCURE MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE
OBTAINED FROM USE OF THE INFOCURE SYSTEM, OR AS TO THE ACCURACY, RELIABILITY OR
CONTENT OF ANY INFORMATION OR SERVICE PROVIDED THROUGH THE INFOCURE SYSTEM. THE
INFOCURE SYSTEM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER
THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION,
RESTRICTION OR
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MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. InfoCure does not
guarantee the accuracy, completeness, timeliness, usefulness or adequacy of the
any other services, goods or advertisements that may be provided through the
InfoCure System, nor does it make any endorsement, express or implied, of any
other services, goods or advertisements that may be provided through the
InfoCure System. UNITED further acknowledges that certain risks are inherent in
the transmission of information over the Internet and that InfoCure does not
warrant that the transactions will be uninterrupted, error free or impenetrably
secure. InfoCure shall have no liability for or relating to the security,
interruption, integrity or accuracy of UNITED transaction with the InfoCure
Customers hereunder.
8. RELATIONSHIP OF THE PARTIES. In the performance of the work, duties and
obligations under this Agreement, it is mutually understood and agreed that each
party is acting and performing as an independent contractor. Nothing under this
Agreement is intended or shall be construed to create between UNITED and
InfoCure an employer-employee relationship, a joint venture relationship, or a
partnership, nor shall this Agreement be construed in any proceedings or for any
purpose whatsoever so as to make one party liable to a third person for the
debts, faults, or actions of any other party. Neither party shall withhold or in
any way be responsible for the payment for the other party of any federal, state
or local income taxes, F.I.C.A taxes, Medicare taxes, unemployment compensation,
workers' compensation contributions or benefits, vacation pay, sick leave or any
other employment benefits of any kind. In conformity with this intent, neither
party shall have or exercise any control or direction over the techniques,
procedures, or methods used by the other party in performing under this
Agreement. Similarly, neither party shall have the right, power, or authority to
enter into any binding obligation on behalf of the other at any time or for any
purpose.
9. PROPRIETARY INFORMATION, SERVICE MARKS, AND INTELLECTUAL PROPERTY.
9.1. INFOCURE SYSTEM AND OTHER NONDISCLOSURES. UNITED acknowledges
that InfoCure has a proprietary interest in information developed, used, and
maintained by InfoCure in regard to the operation of its business which it
considers to be competitively valuable and sensitive and holds in confidence
from others ("Proprietary Information"). This Proprietary Information includes,
but is not limited to, the InfoCure System, software, policies, procedures,
operating manuals, business practices, forms, operating systems and information.
UNITED agrees that any such Proprietary Information is owned by InfoCure and
that it will keep and maintain in strict confidence and will not use any
Proprietary Information of InfoCure known to it. Further, UNITED agrees to
undertake all reasonable and appropriate steps to ensure that the
confidentiality and secrecy of any Proprietary Information of InfoCure known to
them is maintained, and that the Proprietary Information of InfoCure will not be
used by others for its benefit or to the detriment of InfoCure. The obligations
under this Section with respect to Proprietary Information that constitutes
trade secrets under applicable law for so long as any such information remains
trade secret and for all other Proprietary Information shall survive for three
(3) years after the termination of this Agreement.
9.2. MARKS. BOTH PARTIES Each party acknowledges that any and all
trademarks, service marks, logos and the like ("Marks") owned or used by the
other party shall be the property of that party and each shall cooperate with
all efforts necessary to protect those rights of the other party in the Marks.
Neither party shall take any actions that are inconsistent with the ownership of
the Marks by the other party. . Nothing in this Agreement provides either party
with any right, title, or interest in the Marks of the other party. Neither
party shall challenge the title of the Marks of the other party and shall take
no action to register the Marks of the other party with the United States Patent
and Trademark Office or any foreign trademark registration office.
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9.3. OWNERSHIP. UNITED acknowledges and agrees that all right,
title and interest in the InfoCure System, including without limitation all
intellectual property rights included therein, belong to InfoCure. InfoCure
reserves all rights not expressly granted herein. Except as set forth in this
Agreement, UNITED has no right to know, use, adapt, disassemble, decompile or
reverse engineer the InfoCure System or create derivative works based thereon.
10. SIGNED DOCUMENTS. Any InfoCure Offer properly transmitted by InfoCure
pursuant to this Agreement and any contract formed by acceptance by UNITED of
such InfoCure Offer ("Supply Contract") as provided herein shall be considered
to be a "signed writing" and deemed for all purposes (a) to have been "signed"
and (b) to constitute an "original" when printed from electronic files or
records established and maintained in the normal course of business by UNITED.
The parties agree not to contest the validity or enforceability of any InfoCure
Offer under the provisions of any applicable law, including without limitation
laws requiring certain agreements are to be in writing or signed by the party to
be bound thereby. InfoCure Offers, if introduced into evidence on paper at any
judicial, arbitration, mediation, or administrative proceedings, will be
admissible as between the parties to the same extent and under the same
conditions as other business records originated and maintained in documentary
form. Neither party shall contest the admissibility of the copies of any
InfoCure Offer or resulting Supply Contract under either the business records
exception to the hearsay rule or the best evidence rule on the basis that the
InfoCure Offer or Supply Contract was not originated or maintained in
documentary form.
11. ASSIGNMENT. Except as specifically provided in this Agreement, neither
this Agreement, nor any of the rights or duties under this Agreement, may be
assigned or otherwise conveyed or delegated by either party. Subject to the
limitations of this Section, this Agreement shall apply to and bind the parties
and their respective heirs, executors, administrators, successors and assigns.
Notwithstanding the foregoing, InfoCure or UNITED may assign this Agreement to
one of its subsidiaries or to any successor entity upon the reorganization,
merger, consolidation, acquisition or other restructuring involving all or
substantially all of the voting securities and/or assets of such party.
12. DISPUTE RESOLUTION. All disputes arising out of or concerning this
Agreement shall be settled by arbitration under the Commercial Arbitration Rules
of the American Arbitration Association. The arbitration hearing shall be held
in Atlanta, Georgia. The arbitration award shall be final and binding upon the
parties, and enforceable by any court of competent jurisdiction.
13. CONFIDENTIALITY OF TERMS. Except as required by law or judicial process
or government agency (including without limitation the Securities and Exchange
Commission), each party shall keep this Agreement and its terms in the strictest
of confidence and its substance may be disclosed only to those of its employees,
agents, and representatives having a need to know any of its contents in
connection with the performance of such parties' duties hereunder as agreed to
in writing by the other party; or as otherwise required by law.
14. GENERAL PROVISIONS.
14.1. PRESS RELEASES. Upon execution of this Agreement, InfoCure may
use UNITED in press releases and UNITED may mention InfoCure in forthcoming
press releases. Content will promote the synergies between the two companies and
will emphasize the vision of both companies. Content will be reviewed and
approved in writing by each party prior to release.
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14.2. NOTICES. All notices, requests, demands, instructions or other
communications to be given to any party under this Agreement shall be in writing
and shall be deemed to have been duly given (i) on the date of service if
personally served on the party to whom notice is to be given; (ii) within
twenty-four (24) hours after mailing, if mailed to the party to whom notice is
given, by first class mail which is either registered or certified, postage
prepaid, return receipt requested; (iii) within twenty-four (24) hours after
being deposited with a recognized private courier service (e.g. Federal
Express), if delivered by a private courier service to the party to whom notice
is to be given, all charges prepaid; or (iv) when sent, if given by telex or
telecopy. Any notice, request, demand, instructions or other communication sent
by telex or telecopy must be confirmed within twenty-four (24) hours by letter
mailed or delivered in accordance with this Section. All notices shall be
properly addressed to the party receiving notice as follows:
IF TO INFOCURE TO:
INFOCURE CORPORATION
Orthodontics Division
0000 Xxxxxxxx xxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: CEO, Orthodontics Division
IF TO UNITED TO:
United Stationers Supply Co. .
000 Xxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000
Attention: VP, Sales e-nited business solutions
with a copy to:
United Stationers Supply Co.
Law Department
0000 X. Xxxx Xxxx
Xxx Xxxxxxx, XX 00000
The addresses for the purposes of this Section may be changed by giving written
notice of such change.
14.3. NO WAIVER. Failure to insist upon strict compliance with any
of the terms, covenants and conditions of this Agreement shall not be deemed a
waiver of any such term, covenant or condition. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless contained in a writing
specifically referring to this Agreement and executed by the party making the
waiver. In addition, the exercise by a party of any remedy provided for in this
Agreement or at law or in equity shall not permit the exercise by that party of
any other remedy provided for in this Agreement or at law or in equity.
14.4. SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall in no way affect the validity or
enforceability of any other provision. This Agreement shall be construed as if
the invalid or unenforceable provision had never been included, but only as long
as the rights, obligations and duties of a party are not materially altered
thereby.
14.5. ENTIRE AGREEMENT. This Agreement, together with all collateral
agreements and documents referred to in it, constitute the entire agreement
between the parties pertaining to the subject matter contained in this Agreement
and supersede all prior and contemporaneous agreements, representations and
understandings, whether oral
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or written, of the parties and none shall be available to interpret or construe
this Agreement, including without limitation the Nonbinding Letter of Intent
entered into by the parties on or about December 6, 1999. No supplement,
modification or amendment of this Agreement, or collateral agreements or
documents, shall be binding unless contained in a writing specifically referring
to this Agreement, or the collateral agreements or documents, and executed by
all the parties to this Agreement.
14.6. GOVERNING LAW. The parties agree that this Agreement and
performance under it, and all arbitrations that may ensue from its breach, be
construed in accordance with and under the laws of the State of Georgia without
regard to its conflict of laws, principles, and that, in any arbitration that
may be brought arising out of, in connection with, or by reason of this
Agreement, the laws of the State of Georgia shall be applicable and shall govern
to the exclusion of the law of any other forum and any such action or proceeding
shall be brought in the State of Georgia.
14.7. COUNTERPARTS. This Agreement may be executed in counterparts.
Each party agrees to be bound by its own telecopied or facsimiled signature, and
that it accepts the telecopied or facsimiled signature of the other party
hereto.
INFOCURE CORPORATION:
By: /s/ Xxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxx
Its: CEO, Orthodontics Division
UNITED STATIONERS SUPPLY CO.:
By: /s/ Xxxx X-Xxxxxxxx
-----------------------------
Name: Xxxx X-Xxxxxxxx
Its: Vice President, Sales e- Nited Business
Solutions, a Division of United Stationers Supply
Co.
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EXHIBIT A
PRICING AND PAYMENT TERMS
A.1. COMMODITY ITEMS PRICING CONTRACTS. A net pricing arrangement has been
extended to InfoCure for all merchandise purchased. The terms of this net
pricing arrangement have been provided by UNITED to InfoCure for the core group
of commodity items that represent the highest volume products in office
supplies, computer consumables and cleaning supplies.
A.2. NET PRICING. In addition to this pricing contract for the commodity
items, UNITED will provide net pricing on all of the other items in its catalog.
These items will be priced at UNITED's end column published price less a
discount of ****. This pricing platform will be provided to InfoCure in the form
of a CD-ROM for your use. Price plans to be loaded xxxxxxx 0X, 0X, 0X, 0X, 0X,
0X, and 86.
A.3 NO ADDITIONAL REBATES. All prices represented are net and no additional
rebates or advertising allowance are available. Price updates will generally
occur on a quarterly basis with the exception of price-sensitive items in the
computer consumables and paper categories.
A.4 SALES TARGETS. This pricing structure is based upon the premise that
InfoCure will achieve a monthly volume target of **** with UNITED six (6) months
after launch date. Should that volume level not be attained, UNITED may notify
InfoCure of its intent to restructure the pricing. The parties shall thereafter
renegotiate the pricing terms. If mutual agreement on the new pricing terms is
not reached with thirty (30) days of such notice, either party may terminate
this Agreement upon an additional sixty (60) days notice the other party.
A.5 ELECTRONIC STATEMENTS. UNITED will provide InfoCure with an electronic
statement at the beginning of each month. The electronic statement will be sent
on the 1st or the 2nd of the month.
A.6 PAYMENT TERMS. UNITED's payment terms are defined as "cash in the bank
3rd prox". In other words, payment of UNITED's monthly statement balance must be
received in the bank by the 3rd of the month subsequent to billing. Cash in the
bank is defined as a payment received in UNITED's lock box on the date
specified. Payment of the monthly statement balance must be made via electronic
funds transfer using the UNITED Payment Service or a wire transfer method
acceptable by UNITED's bank.
A.7 DISCONTINUANCE. UNITED reserves the right, upon thirty (30) days notice
to InfoCure and an opportunity to cure, to discontinue service in the event of
non-payment of invoices within UNITED's normal terms if such deficiency is not
cured within such thirty (30) day period.
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EXHIBIT B
RETURN POLICY
UNITED will not accept the return of Office Supplies unless authorized by
UNITED. Request for returns must be made electronically, or by phone or fax to
Customer Service. Such requests should be made within thirty (30) days from the
date of UNITED's invoice to InfoCure. Office Supplies returns will not be
accepted without a return authorization number properly affixed to the returned
goods shipping container. All authorized returns must be received within thirty
(30) days from the date of the return authorization. Return merchandise requests
will be authorized at up to full invoice price for up to thirty (30) days from
the date of invoice.
- If for any reason the item, carton, or its packing is not in a
condition to allow the item to be resold, no credit or partial credits
will be issued to InfoCure.
- UNITED reserves the right to discontinue sales to any account that
engages in excessive returned merchandise transactions.
- Special ordered merchandise, seasonal merchandise, discontinued
merchandise and special promotional items not normally stocked by
UNITED cannot be returned except in the case of UNITED's error.
- Defective merchandise, which is under manufacturer's warranty, must be
returned directly to the manufacturer.
- Returned freight charges, including call tag and pick-up surcharges is
the responsibility of the shipper.
- Any merchandise returned C.O.D. will be refused and returned to the
shipper.
- All authorization for returns are voided 30 days after the
authorization was issued. Any merchandise received after 30 days will
be returned to the reseller.
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