Termination and Settlement Agreement
This Termination and Settlement Agreement ("Agreement") is entered into
October 1, 2005 by and among IntegraMed America, Inc., a Delaware corporation,
with its principal place of business at Two Manhattanville Road, Purchase, New
York 10577 ("IntegraMed"), ivpcare, inc., a Texas corporation, with its
principal place of business at 7164 Technology Drive, Suite 100, Frisco, Texas
75034 ("IVP") and IntegraMed Pharmaceutical Services, Inc., a Texas corporation,
with its principal place of business at Two Manhattanville Road, Purchase, New
York 10577 ("IPSI"). IntegraMed, IVP and IPSI collectively referred to as
"Parties" and individually as a "Party."
Recitals:
The Parties entered into a service agreement dated January 16, 2002, as
amended May 1, 2002, February 1, 2003 and June 11, 2004, (collectively, the
"Service Agreement").
The Parties desire to terminate the Service Agreement and provide for
an orderly handling of Receivables under the Service Agreement in existence on
September 30, 2005.
In consideration of the mutual covenants, agreements and promises
herein made, and based upon the recitals that are here incorporated by reference
as binding obligations and expressions of the purpose of this Agreement, the
parties intending to be legally bound, hereby agree as follows:
1. Definitions. All capitalized terms used herein, unless defined herein, shall
have the same meaning ascribed to such terms in the Service Agreement.
2. Termination of Service Agreement. The parties hereby agree to terminate the
Service Agreement effective 11:59 p.m. September 30, 2005 (the "Termination
Date").
3. Accounts Receivable. IVP agrees to collect on behalf of IPSI all Receivables
that arose from the sale of Pharmaceutical Products to Customers of the Medical
Practices pursuant to the Service Agreement and which exist on the Termination
Date, in the aggregate amount set forth on Exhibit 3, and will remit the same to
IntegraMed, as collected, net of a collection fee equal to three (3%) percent of
collected Receivables.
3.1 IntegraMed reserves the right to determine whether a
particular Receivable is uncollectible and IVP agrees not to take action to turn
any Receivable over to a collection agency or attorney for collection, or
initiate any legal proceeding regarding any Receivable without the prior written
authorization of IntegraMed.
3.2 Upon the request of IntegraMed, IVP will provide
IntegraMed with a detailed listing of Receivables outstanding.
4. IntegraMed and IPSI General Release. Except for the obligations arising out
of this Agreement, and for any rights of contribution or indemnity which may
hereinafter arise with respect to any suit, claim, debt or cause of action for
professional or general liability arising out of Service Agreement, IntegraMed
and IPSI hereby release and forever discharge IVP, its affiliates, successors,
shareholders, predecessors, assigns, agents, officers, directors and employees
from any and all claims, suits demands, debts, causes of action, liabilities,
indemnities, obligations, costs, losses, damages and expenses of whatsoever kind
or nature, whether legal, equitable or statutory, liquidated or unliquidated,
known or unknown, including, but not limited to those arising out of the Service
Agreement. It is expressly understood by IntegraMed and IPSI that the granting
of this general release to IVP shall constitute a voluntary and knowing waiver
of any right to legal recourse against IVP except such legal action that may be
necessary to enforce the terms of this Agreement.
5. IVP General Release. IVP hereby releases and forever discharges IntegraMed
and IPSI, their affiliates, successors, shareholders, predecessors, assigns,
agents, officers, directors and employees from any and all claims, suits
demands, debts, causes of action, liabilities, indemnities, obligations, costs,
losses, damages and expenses of whatsoever kind or nature, whether legal,
equitable or statutory, liquidated or unliquidated, known or unknown, including,
but not limited to those arising out of the Service Agreement. It is expressly
understood by IVP that the granting of this general release to IntegraMed and
IPSI shall constitute a voluntary and knowing waiver of any right to legal
recourse against IntegraMed and IPSI except such legal action that may be
necessary to enforce the terms of this Agreement.
6. Amendments. No modification, amendment or addition to this Agreement, nor
waiver of any of its provisions, shall be valid or enforceable unless in writing
and signed by all Parties.
7. Notices. Any notice, request, demand and other communication provided for in
this Agreement as required among the parties in connection with the Agreement
shall be in writing and shall be deemed to have been given at the time when
mailed at any United States Post Office via certified mail, prepaid, or sent by
overnight delivery services, addressed to the party at the address set forth
below or such other addresses as such party may designate by notice:
Page 2 of 3
To IntegraMed or IPSI:
Jay Higham, President
IntegraMed America, Inc.
Two Manhattanville Road
Purchase, NY 10577-2113
To IVP:
Von L. Best, President
ivp care, inc.
7164 Technology Drive
Suite 100
Frisco, TX 75034
8. Entire Agreement. This Agreement and all attachments hereto which are
incorporated herein and made a part hereof represent the entire understanding of
the the parties hereto with respect to the subject matter hereof and thereof,
and cancel and supersede all prior agreements and understandings between the
parties hereto, whether oral or written, with respect to such subject matter.
9. Counterparts. This Agreement may be executed in any number of separate
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have set their hands and seals as of
the date first above written.
INTEGRAMED AMERICA, INC.
By: /s/ Jay Higham
------------------------
Jay Higham, President
IntegraMed Pharmaceutical Services, Inc.
By: /s/ Jay Higham
------------------------
Jay Higham, Vice President
ivp care, inc.
By: /s/ Von L. Best
------------------------
Von L. Best, President