SERVICES AGREEMENT
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THIS SERVICES AGREEMENT (this "Agreement") is made and entered into as of
this 1st day of August, 1997 by and between MB Software Corporation, a Colorado
corporation ("MB") whose mailing address is 2225 E. Randol Mill Road, Suite 305,
Arlington, Texas 76011, and Healthcare Innovations, LLC, an Arkansas limited
liability company ("the Company") whose mailing address, as per the terms of
this Agreement, will be the same as MB.
W I T N E S S E T H:
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WHEREAS, pursuant to that certain Operating Agreement (the "Operating
Agreement") by and between MB Holding Corporation, a wholly owned subsidiary of
MB ("Holding") and Imagine Investments, Inc., the parties have organized and
formed the Company; and
WHEREAS, in connection with the organization and formation of the Company,
Holding has contributed certain limited liability companies to the Company (the
"Subsidiaries"); and
WHEREAS, pursuant to the provisions of the Operating Agreement, MB and the
Company now wish to set forth their understandings and agreements with respect
to certain matters relating to the business of the Company and the Subsidiaries.
NOW, THEREFORE, pursuant to the provisions of the Operating Agreement and
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Administrative Services
1.01 Commencing on the date hereof, MB shall provide, or cause to be provided,
to the Company and the Subsidiaries certain administrative services
described in this Section 1.01 (the "Services"), which Services have
heretofore been provided to the Subsidiaries by MB in conjunction with such
Subsidiaries' conduct of their businesses. The Services to be provided
shall be:
Management/Administrative
Human Resources
Finance and Accounting
Systems and Operations
Collections
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1.02 As part of the Services, MB shall allow the Company to use its address as
its mailing address; provided that nothing herein shall be deemed to imply
that the Company is doing business in the State of Texas.
1.03 The monthly administrative service charge for the Services shall be equal
to MB's actual cost of such Services, plus 15% (the "Service Charge"). The
Service Charge shall be payable monthly, in arrears, on or before the tenth
day of each month following the month during which Services are provided by
MB to the Company hereunder. MB will submit at the end of each month during
which Services are provided hereunder an invoice for the Service Charges
payable by the Company hereunder and an itemized attachment of the Services
provided. The Service Charge payable in any month shall be reduced by the
amount that MB's costs are reimbursed as a result of a cost-based
reimbursement business; provided that MB shall still have the right to
receive 15% over the actual cost of services..
1.04 The parties agree and acknowledge that the scope of the Services to be
provided hereunder, as well as the number of persons providing such
Services, may change from time to time as mutually agreed upon by the
parties.
1.05 The term of this Agreement shall be concurrent with the existence of the
Company, unless earlier terminated (i) by the mutual agreement of the
parties or (ii) by the Company in the event MB breaches any of its duties
hereunder and fails to cure such breach after fifteen days notice thereof.
2. Services With Respect to Third Party Matters
2.01 MB shall cause its subsidiary Color Country Health Express, Inc. ( "CCHE")
to provide billing services to the Company's subsidiary Color Country
Health Express, LLC as part of the Services provided hereunder for so long
as such company shall require such Services.
2.02 MB shall not incur costs or expenses to any third party in providing the
Services on behalf of the Company, including, without limitation, the cost
of any independent contractors, outside legal counsel or other outside
specialists, without the prior consent of the Company. If, with the consent
of the Company, such third party is retained, the Company shall reimburse
MB for the actual costs and expenses incurred by MB as a result of the
retention of such third party. Following the end of each month, MB shall
submit to the Company an invoice describing in reasonable detail any such
reimbursable costs and expenses incurred by MB during the prior calendar
month (and any other such costs and expenses incurred by MB but which were
not submitted in a previous invoice), which invoice shall be payable on
demand.
3. Standard of Care
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3.01 MB, or any provider of Services, shall seek to utilize the same degree of
care and oversight in providing Services to the Company hereunder as MB, or
the provider of such Services, exercises with respect to the administration
of its own businesses and in accordance with a standard of reasonable and
prudent conduct.
3.02 MB and the Company acknowledge that from time to time MB may retain
employees who, without MB's knowledge, may perform their duties with
negligence or gross negligence or who may even engage in willful
misconduct. MB and the Company expressly agree that it is their intention
that MB shall not be liable to the Company for any losses arising from such
conduct of MB's employees as long as the retention of such employees did
not result from MB's gross negligence or willful misconduct. In view of the
foregoing, unless MB has failed to perform its duties hereunder with the
degree of care set forth in Section 3.01 and such failure arises from MB's
gross negligence or willful misconduct, MB shall not be liable to the
Company for any losses or liabilities sustained or incurred by the Company,
including, without limitation, such losses or liabilities that arise from
MB's negligence (including gross negligence).
4. Miscellaneous
4.01 This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas.
4.02 All notices pursuant to this Agreement shall be delivered by hand or sent
by registered or certified mail, return receipt requested, postage prepaid,
to the party at its address first set forth above or at such other address
as such party may, from time to time, give notice of in accordance with
this paragraph. All such notices shall be deemed to have been effectively
given upon the earlier of. (a) actual receipt thereof by the party
receiving such notice; or (b) three (3) days after deposit in the United
States mail in the manner set forth hereinabove.
4.03 This Agreement may be executed in any number of counterparts, each of which
shall, for all purposes, be deemed to be an original and all of which
together shall, for all purposes, be deemed to constitute one and the same
document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
MB SOFTWARE CORPORATION
By:______________________________
Title:___________________________
HEALTHCARE INNOVATIONS, LLC
By:______________________________
Title:___________________________
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