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Exhibit 10.1
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STRICTLY PRIVATE & CONFIDENTIAL
Glen E Tullman
Chairman and Chief Executive Officer
Allscripts Healthcare Solutions, Inc.
222 Merchandise Mart Plaza, Suite
2024
Chicago, IL 60654
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Misys plc
One Kingdom Street
Paddington, London W2 6BL
United Kingdom
Tel +44
(0)20 3320 5000
Fax +44
(0)20 3320 1771
www.misys.com
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Our
ref SSA/30717-00475
CO:8896520.1
9 October 2008
Dear Glen
Shared Services
Agreement
This letter will serve to
memorialize our agreement, reached on our call yesterday, on
certain open items to be covered by the schedules to the Shared
Services Agreement to be entered into between our two companies in
substantially the form of the attached draft agreement (together
with fully worked up schedules of services which are still in the
process of negotiation) (the “Shared Services
Agreement”). Our agreement on these items is effective as of
closing (“Closing”) of the merger of Misys Healthcare
Systems, LLC (“Misys Healthcare”) and a subsidiary of
Allscripts Healthcare Solutions Inc. (“Allscripts”) and
shall continue in full force and effect until the execution of the
Shared Services Agreement (including the finalization of the
schedules thereto). Our intention is to finalise and execute the
Shared Services Agreement as soon as possible after Closing and in
the period between Closing and execution of the Shared Services
Agreement Allscripts agrees to pay for the services provided by
Misys plc (“Misys”) and its affiliates in accordance
with the agreement set out below. Specifically:
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1.
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HR Schedule
(Schedule A) : There will
be seven FTEs working on shared services at a total charge of
US$600,000 for each 12-month period following Closing, which will
be charged to Allscripts in accordance with the Shared Services
Agreement. These FTEs will be moved from the Misys Healthcare
payroll to become employees of an affiliate of Misys plc as soon as
practicable after Closing but the US$600,000 annual fee will be
charged beginning as of Closing. We will ask our respective human
resource personnel to agree on the actual named individuals that
will comprise these FTEs. (In respect of each 12 month period
subsequent to the first one, the US$600,000 is subject to
adjustment as may be agreed between our two companies at that
time.)
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2.
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Financial
Services (Schedule B) :
We have signed off on the financial terms of this schedule, which
is attached hereto.
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3.
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Management
Services (Schedule C) :
The
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