{"id":41988,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/administrative-services-agreement-scp-communications-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"administrative-services-agreement-scp-communications-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/administrative-services-agreement-scp-communications-inc-and.html","title":{"rendered":"Administrative Services Agreement &#8211; SCP Communications Inc. and Medscape Inc."},"content":{"rendered":"<pre>\n            ADMINISTRATIVE SERVICES (the \"Agreement\") dated as of April 1, 1996\nbetween SCP COMMUNICATIONS, INC., a Delaware corporation (\"SCP\") and MEDSCAPE,\nINC. (\"Medscape\").\n\n            For good and valuable consideration, the receipt and legal\nsufficiency of which are hereby expressly acknowledged, the parties hereto agree\nas follows:\n\n            1. Engagement. Upon the terms and subject to the conditions hereof,\nMedscape hereby engages SCP to provide Medscape with the Services (as defined in\nSection 2 hereof), and SCP hereby agrees to provide Medscape with the Services.\n\n            2. Administrative and Support Services. During the term hereof, SCP\nagrees to provide the administrative support and services (including accounting,\nclerical, secretarial and receptionist assistance) described on Schedule A\nattached hereto and incorporated herein by reference, and any other\nadministrative services reasonably requested by Medscape and agreed to by SCP\n(hereinafter referred to as the \"Services\"). Subject to the provisions of\nSection 3, SCP agrees to provide the Services (I) in good faith, (ii) in a\nprofessional and workmanlike manner and (iii) in accordance with the reasonable\ninstructions of Medscape.\n\n            3. Mutual Support and Cooperation.\n\n                  (a) Each of SCP and Medscape agrees that it will take all\nsteps reasonably necessary, at its own expense:\n\n                        (i) to designate key individuals to perform its\n            obligations hereunder;\n\n                        (ii) to conduct periodic meetings of all such key\n            individuals and others as necessary;\n\n\n                                                                               2\n\n\n                        (iii) to fully cooperate with all reasonable requests\n            for assistance; and\n\n                        (iv) to take such further steps and execute such further\n            documents as may be reasonably necessary.\n\n                  (b) The parties will make diligent efforts through their\nrespective key individuals to identify the causes of any problems in the\nServices and to make adjustments, in an equitable fashion, in order to address\nand resolve such problems, including the substitution or modification of the\nServices and the corresponding compensation therefor.\n\n            4. Fees. SCP will invoice Medscape for the Services performed\nhereunder on a monthly basis at the rate of $35,000 per month, plus such other\nout-of-pocket costs incurred by SCP as shall be separately stated. Each invoice\nshall set forth a reasonable explanation of the services rendered during such\nmonth and, if requested by Medscape, supporting documentation in reasonable\ndetail. Medscape will pay each invoice in full no later than the 30th day of the\nmonth following the month in which such invoice is dated. Each party shall be\nresponsible for paying all taxes, if any, imposed upon it by applicable law in\nconnection with this Agreement.\n\n            5. Term and Termination.\n\n                  (a) Except as provided in Section 5(b) hereof, the term of\nthis Agreement shall commence on the date hereof and shall terminate at the\nclose of business on the first anniversary of the date hereof.\n\n                  (b) Either party may, by delivering written notice thereof to\nthe other party, terminate any or all of its obligations under this Agreement,\neffective immediately, if the other party hereto:\n\n\n                                                                               3\n\n                        (i) is rendered bankrupt or becomes insolvent, and such\n            insolvency is not cured within 15 days after written notice, or\n            files a written petition in bankruptcy or an answer admitting the\n            material facts recited in such petition filed by another, or\n            discontinues its business, or has a receiver or other custodian of\n            any kind appointed to administer any substantial amount of its\n            property; or\n\n                        (ii) commits a material breach of its duties,\n            obligations or understandings under this Agreement, which breach is\n            not cured within 30 days following written notice of such breach\n            from the nonbreaching party.\n\nAny such termination shall be in addition to any other rights or remedies\navailable at law or in equity to the terminating party.\n\n                  (c) Each party hereto agrees to consult in advance with the\nother party and to bring to the attention of the other party any problems,\ndifferences of opinion, disagreements or any other matters which may lead such\nparty to terminate or seek to terminate this Agreement. The purpose and intent\nof the parties in including this provision is to insure that both parties to\nthis Agreement are made aware of any problems arising out of or relating to this\nAgreement or the relationship of the parties hereunder, so that the parties\nhereto may, in good faith, consult with one another concerning such problems\nand, where possible, resolve such problems to the parties' mutual satisfaction,\nthereby preserving their contractual relationship and goodwill and mutual\nrespect presently existing between the parties to this Agreement.\n\n\n                                                                               4\n\n\n            6. Force Majeure.\n\n                  Any failure or delay in the performance by SCP of its\nobligations hereunder shall not be a breach of this Agreement if such failure or\ndelay arises out of or results primarily from fire, storm, flood, earthquake or\nother acts of God, explosions, wars, insurrections, strikes, work stoppages or\nslowdowns, epidemic or quarantine restrictions, unforeseen equipment failure or\ninability to obtain essential raw materials despite commercially reasonable best\nefforts to do so (the occurrence of any of the foregoing shall be an \"Event of\nForce Majeure\").\n\n            7. Confidentiality.\n\n                  It is stipulated and agreed that during the term of this\nAgreement, SCP and Medscape will be in a position to become acquainted with each\nother's confidential, privileged and proprietary information including, without\nlimitation, identities of suppliers; expenses; pricing techniques and\nstrategies; profits and product line profitability information; existing and\nfuture product information; research and development programs; specifications\nfor products; software designs; know-how, trade secrets and other intellectual\nproperty; business plans and records; customer names, lists, files and other\ncustomer information; budget and financial information and the goals and\nobjectives of the other party; methods, practices and techniques for promoting\nand marketing products; personnel matters and other confidential processes,\nformulae or materials regarded by such party as privileged, proprietary or\nconfidential (each parties' respective confidential information is referred to\nherein as such party's \"Confidential Information\"). SCP agrees that the\nConfidential Information of Medscape, and Medscape, and SCP agrees that the\nConfidential Information of SCP, is an integral and key part of the assets of\n\n\n                                                                               5\n\neach respective entity and that the unauthorized use or disclosure of the other\nparty's Confidential Information would seriously damage the owner thereof in its\nbusiness. As a consequence of the above, SCP and Medscape hereby agree that,\nduring the term of this Agreement and thereafter:\n\n                  (d) SCP and Medscape shall not, directly or indirectly, (I)\nuse any of the other party's Confidential Information or (ii) divulge, disclose,\nfurnish or make accessible, or cause any person to divulge, disclose or furnish,\nany aspects of the other party's Confidential Information to any person or\nentity (other than the other party), except as may be reasonably necessary to\nperform their respective obligations hereunder, as may be expressly authorized\nby the other party in writing or as required by law or pursuant to a court\norder; provided, however, that, prior to any such compelled disclosure, the\nparty whose obligation it is to keep such information confidential shall have\ngiven the other party notice of the circumstances relating to such compelled\ndisclosure and an opportunity to seek an appropriate protective order with\nrespect thereto.\n\n                  (e) SCP and Medscape shall each refrain from any action or\nconduct which might reasonably or foreseeably be expected to compromise the\nconfidentiality or proprietary nature of the other party's Confidential\nInformation.\n\n                  (f) The term \"Confidential Information\" as used in this\nsection shall not include information (I) which is or becomes available to the\npublic through no act, omission or fault of, and absent any breach of a covenant\nor obligation hereunder by, the party whose obligation is to keep such\ninformation confidential or (ii) which the party whose obligation it is \n\n\n                                                                               6\n\n\nto keep such information confidential may have received lawfully from any third\nparty without restrictions as to disclosure thereof.\n\n            8. Assignment\/Successors.\n\n                  Neither Party hereto may assign this Agreement or any rights\nhereunder to any other Person, without the prior written consent of the other\nparty hereto. This Agreement shall be binding upon and inure to the benefit of\nthe successors of the parties hereto.\n\n            9. Waiver of Breach.\n\n                  The failure of any party hereto to enforce at any time any of\nthe provisions of this Agreement shall in no way be construed to constitute a\nwaiver of any such provision nor in any way to affect the validity of this\nAgreement or any part hereof, including the right of any party thereafter to\nenforce each and every provision. The waiver by any party to this Agreement of\nany breach or violation of any provision of this Agreement by the other party\nhereto shall not operate or be construed to be a waiver of any subsequent breach\nor violation thereof.\n\n            10. Severability.\n\n                  The terms and conditions of this Agreement are hereby deemed\nby the parties to be severable, and the invalidity or unenforceability of any\none or more of the provisions of this Agreement shall not affect the validity\nand enforceability of the other provisions hereof.\n\n\n                                                                               7\n\n\n            11. Notices.\n\n                  Any notice contemplated by or required or permitted to be\ngiven under this Agreement shall be in writing and (a) sent by telecopier, with\na copy promptly sent by first class mail, (b) delivered personally, (C) sent by\nnext day or overnight courier or delivery or (d) mailed by registered or\ncertified mail, return receipt requested, postage prepaid, as follows:\n\n                  SCP:        SCP Communications, Inc.\n                              134 West 29th Street\n                              New York, New York 10001-5304\n                              Attention: Donald Edwards\n\n                  Medscape:   Medscape, Inc.\n                              134 West 29th Street\n                              New York, New York 10001-5304\n                              Attention: Peter Frishauf\n\nor, in each case, at such other address or facsimile number as may be specified\nin writing to the other parties hereto. Such notices, requests and other\ncommunications sent as provided hereinabove shall be effective: (w) if sent by\ntelecopier on a business day between the hours of 9:00 a.m. and 6:00 p.m. New\nYork time, upon sending, but if sent by telecopier at any other time, upon the\nnext business day; (x) upon receipt, when personally delivered; (y) the next\nbusiness day, if sent by overnight courier or delivery; and (z) if sent by\nregistered or certified mail, return receipt requested, upon the expiration of\nthe fifth business day after being deposited in the United States mail.\n\n            12. Choice of Law.\n\n                  This Agreement shall in all respects be governed by and\nconstrued in accordance with the laws of the State of New York.\n\n\n                                                                               8\n\n\n            13. Relationship of the Parties.\n\n                  SCP and Medscape are acting solely as independent contractors\nunder this Agreement. It is expressly understood and agreed by the parties\nhereto that nothing in this Agreement, its provisions or transactions and\nrelationships contemplated hereby shall constitute either party as the agent,\nemployee, partner or legal representative of the other for any purpose\nwhatsoever, nor shall either party hold itself out as such. Neither party to\nthis Agreement shall have the authority to bind or commit the other party hereto\nin any manner or for any purpose whatsoever, except as may be expressly provided\nfor herein, but rather each party shall at all times act and conduct itself in\nall respects and events as an independent contractor. This Agreement creates no\nrelationships of joint venturers, partners, associates or principal and agent\nbetween the parties hereto.\n\n            14. Construction of Agreement; Entire Agreement; Amendments.\n\n                  This Agreement may be executed in counterparts in order to\nprovide each party hereto with a fully executed original hereof. In that this\nAgreement was prepared as a result of negotiation and mutual agreement between\nthe parties hereto, neither this Agreement nor any provision hereof shall be\nconstrued against either party hereto as the party who prepared this Agreement\nor any such provision. This Agreement reflects the complete understanding of the\nparties as of the date hereof and constitutes their entire agreement regarding\nthe subject matter hereof, all prior negotiations, representations and\nstatements having been merged herein. This Agreement may be amended only by a\nwritten amendment between the parties hereto.\n\n\n                                                                               9\n\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement by the\nsignature of their respective, duly authorized corporate officers as of the day\nand year first above written.\n\n\n                                                SCP COMMUNICATIONS, INC.\n\n                                                \/s\/ Donald Edwards\n                                                -------------------------------\n                                                By:  Donald Edwards\n                                                Its: Chief Financial Officer\n\n\n                                                MEDSCAPE, INC.\n\n                                                \/s\/ Peter Frishauf\n                                                -------------------------------\n                                                By:  Peter Frishauf\n                                                Its: Chief Executive Officer\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8179],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9620],"class_list":["post-41988","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-medscape-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41988","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41988"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41988"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41988"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41988"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}