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
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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 o
