optimizerx_s1-ex1008.htm


    
      EXHIBIT
10.8

    

     

    PARTNERSHIP
AGREEMENT

    


    THIS
PARTNERSHIP AGREEMENT ("Agreement"), is made and entered into as of
____________________ by and
between OptimizeRx Corporation ("OptimizeRx"), a Michigan corporation having an
address at 407 Sixth
Street, Rochester, MI 483087 and Dendrite International, Inc. d/b/a Cegedim Dendrite ("Cegedim
Dendrite"), a New Jersey corporation having an address at 1405 Route 206 South,
Bedminster, New Jersey 07921.

    


    WITNESSETH:

    


    WHEREAS,
OptimizeRx provides a lead generation portal on the internet and would like to
market its OFFERx product to customers with Cegedim Dendrite as its exclusive
adjudication provider; and

     

    WHEREAS,
among its products and services, Cegedim Dendrite provides card printing,
adjudication and program management of persistency solutions and related support
services to the pharmaceutical industry; and

     

    WHEREAS,
each of OptimizeRx and Cegedim Dendrite believe that they would mutually benefit
from a teaming arrangement under which the parties would market their respective
solutions and provide business referrals to the other.

     

    NOW,
THEREFORE, in consideration of the foregoing premises and the mutual
representations, warranties, covenants, and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as
follows:

     

    ARTICLE I 

    DEFINITIONS

     

    1.1  The following capitalized
terms shall have the respective meanings given them below:

     

    "Affiliate" shall
mean any Person which directly or indirectly controls, is controlled by or is
under common control with, another Person. The term "control" (including
its correlative meanings "controlled by" and "under common control
with") means possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person (whether
through ownership of securities or partnership or other ownership interests, by
contract or otherwise).

     

    "Confidential
Information" shall mean any and all business and technical information of
a party disclosed to, or otherwise acquired or observed by, the other party,
whether communicated in writing, orally, electronically or in any other form,
except Confidential Information does not include any information which (1)
becomes generally available to the public through no fault of the receiving
party, (2) was independently developed by the receiving party without access to
the disclosing party's Confidential Information or (3) becomes available to the
receiving party on a non-confidential basis from a source other than the
disclosing party; provided that such
source is not prohibited from transferring the information to the receiving
party by a contractual, legal or fiduciary obligation.

     

    "Covered Solutions"
shall mean collectively the "OptimizeRx Solution", the "Cegedim Dendrite
Solution" and the "OFFERx Solution," except as stated otherwise.

     

    "Customer Lead" shall
mean a Potential Customer that is in the market for an internet lead generation
portal, persistency programs and/or card adjudication program management and
which is identified by one party (the "Referring Party") and disclosed to the
other party (the "Non-Referring Party").

     

    "Cegedim Dendrite
Solutions" shall mean Cegedim Dendrite's persistence and loyalty group
offerings which are more fully described in Schedule A.

     

    "Person" shall mean
any individual, firm, corporation, unincorporated association, partnership,
limited liability company, trust, Governmental Authority or other
entity.

     

    "Potential Customer"
shall mean a potential brand customer of a Covered Solution in the
pharmaceuticals industry.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Solution" shall mean
the OptimizeRx Solution or the Cegedim Dendrite Solution, as
applicable.

     

    "Proposal" shall mean
a written document prepared by a patty and provided to a Customer Lead which
sets forth the material terms under which the party proposes to provide its
Covered Solution to the Customer Lead.

     

    "OptimizeRx Solution"
shall mean OptimizeRx's
lead generation and advertising internet portal solution as set forth in
Schedule B.

     

    "OFFERx Solution"  shall
mean OptimizeRx's
OFFERx product plus Cegedim Dendrite's standard Opus Health
Services.

     

    "Opus Health
Services" shall mean the standard administrative services provided by
Cegedim Dendrite relating to prescription card redemption programs wherein
Cegedim Dendrite processes pharmaceutical prescription claims through Cegedim
Dendrite's network of pharmacies and other providers as described under Exhibit
A to Schedule D attached hereto.

     

    "OFFERx Product" shall mean
the proprietary
web-based platform used to introduce brands to consumers actively managing their
healthcare needs of OptimizeRx as described in Schedule C.

     

    ARTICLE
II

    CLIENT
INTRODUCTIONS AND REFERRALS;

    REFERRAL
FEES

    


    2.1  Each party shall, in
accordance with the terms of this Agreement, (i) endeavor to identify Customer
Leads for the other party and (ii) cross-reference, where appropriate, the other
party's Covered Solutions in its dealings with Potential Customers.

    


    2.2  In the event the parties
jointly identify a Potential Customer, the parties shall use reasonable
commercial efforts to jointly prepare and deliver a sales presentation to the
identified Potential Customer.

    


    2.3  With the exception of
initial lead generation discussions, neither patty shall engage in discussions
with a Potential Customer concerning the other patty's Solutions without the
presence of a representative
of such other party, unless such other party has provided its consent waiving
its right to be present at such discussions.

    


    2.4  Each patty will maintain
full responsibility and accountability for any pricing it provides, and ensure
that its pricing sufficiently addresses the Covered Solution to be provided to
the Potential Customer.

    


    2.5  Where the Referring Party
has entered into a revenue-generating contractual relationship with the Customer
Lead for an OptimizeRx Solution or a Cegedim Dendrite Solution, the
Non-Referring Party will pay to the Referring Patty a referral commission (the
"Referral Commission") as described in the Referral Commission Table under
Schedule E attached hereto.

    


    2.6  The Non-Referring Patty
will furnish the Referring Party with a copy of each fully executed customer
contract under which a Referral Commission is to be paid within thirty (30) days
of its execution.

    


    2.7  Payment of any Referral
Commissions will be due in full in U.S. dollars within thirty (30) days of the
end of the calendar quarter in which full payment, or of each partial payment,
by the customer was received by the Non-Referring Patty until the full amount
has been paid. Late payments will not be subject to interest
charges.

    


    2.8  A Customer Lead shall be
provided by the Referring Party in writing to the Non-Referring Party. The
Non-Referring Party shall confirm in writing to the Referring Party whether the
Potential Customer is a Customer Lead. Where the parties cannot reasonably agree
on which party generated a Customer Lead, no Referral Commission will be due and
payable for the applicable customer contract. In determining which patty
generated the Customer Lead, the parties may use information provided by the
customer as evidence of which party generated the Customer Lead. The parties
agree to work in good faith to determine who generated the Customer
Lead.

    


    2.9  In the event the
Non-Referring Party breaches its obligation to pay a Referral Commission for a
particular Customer Lead, the Referring Party may, among its other rights and
remedies hereunder, cease to refer Potential Customers to the Non-Referring
Patty upon ten (10) days written notice thereof and the Non-Referring Party's
failure to cure such
breach within
ten (10) days of having received such notice.

    
       

      
        
          
          

        

        
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    2.10  
For clarification, subject to Section 2.5, Referral Commissions may only be paid
to OptimizeRx for referral of Customer Leads resulting in revenue generating
relationships for the Cegedim Dendrite Solutions. Subject to Section 2.5,
Referral Commissions will not be paid to OptimizeRx for revenue generating
relationships for Cegedim Dendrite products or services other than the Cegedim
Dendrite Solutions listed under Schedule A.

     

    ARTICLE
III

    PROPOSALS,
SALES AND CUSTOMER

    CONTRACTS

    


    3.1  To the extent the
Non-Referring Party pursues a Customer Lead, it shall prepare its own Proposal
and engage its own sales efforts. Unless otherwise agreed in writing, no
Proposal shall be deemed a joint Proposal and neither party shall sell or market
the other party's Covered Solutions in its own Proposal or at a customer
meeting, except as authorized under Article IV of this Agreement.

    


    3.2  Any customer contract for
a Covered Solution that is a result of efforts under this Agreement shall be
negotiated and entered into solely by the party offering such Covered Solution,
except as agreed upon under this Agreement.

    


    3.3  Under no circumstances
shall either party be obligated to enter into a customer contract with respect
to a potential transaction resulting from a Customer Lead.

    


    3.4  Except as expressly
prohibited under this Agreement, nothing contained in this Agreement shall be
deemed to prohibit either party from making any proposal regarding its own
Covered Solutions to any current or prospective customer of such party, or to
enter into any customer contract with respect to such Covered
Solutions.

    


    3.5  The parties shall make
reasonable efforts to ensure that the Potential Customer separately contracts
with each party for its Solution. In cases where the Potential Customer wishes
to purchase a Covered Solution, not including an OFFERx Solution, from each
party but requires a contract with only one party (the "Primary Party"), the
parties hereto shall negotiate in good faith a mutually acceptable (i) reseller
or distribution agreement under which the
Primary Party shall have the right to resell or distribute the Solution of the
other party (the "Non-Primary Party"); and (ii) a mutually acceptable
sub-contract under which the Non-Primary Party will provide the Primary Party
with the Non-Primary Party's services.

    


    3.6  In the event, the parties
enter into a reseller and sub-contract arrangement in accordance with Section
3.5, no Referral Commission shall be due and owing for any applicable Customer
Lead.

    


    3.7  Neither party shall bind
the other to performance obligations under any customer contract without the
written consent of the other party.

    


    ARTICLE
IV

    RESELLER
TERMS, FEES AND COMMISSION

    


    4.1  Cegedim Dendrite hereby
grants to OptimizeRx a non-exclusive, non-transferable, non-assignable right
during the term of the Agreement to promote, advertise, market and distribute in
the United States the Opus Health Services to customers solely for use within
the OFFERx Solution.

    


    4.2  In the event that the
Opus Health Services are distributed by OptimizeRx within an OFFERx Solution,
the additional terms and conditions set forth under Schedule D shall
apply.

     

    4.3      In the event that the OFFERx Solution
is sold to a customer, OptimizeRx shall execute a binding customer services
agreement with the customer for the OFFERx Solution prior to the customer's
receipt of the Opus Health Services (the "OFFERx Agreement").

    


    4.4  Where OptimizeRx has
entered into an OFFERx Agreement with a Customer Lead, the Non-Referring Party
will pay to the Referring Party an OFFERx referral commission (the "OFFERx
Referral Commission") as described in the OFFERx Referral Commission Table under
Schedule E attached hereto.

    


    4.5  OFFERx Referral
Commission payments will be due in full in U S. dollars within thirty (30) days
of the end of the calendar quarter in which full payment, or of each partial
payment, was received by the Non-Referring Patty until the full amount has been
paid. Late payments will not be subject to interest charges.

     

    
      
        
        

      

      
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    4.6  A Customer Lead for the
OFFERx Solution, shall be provided by the Referring Patty in writing to the
Non-Referring Party. The Non-Referring Party shall confirm in writing to the
Referring Party whether the Potential Customer is a Customer Lead. Where the
parties cannot reasonably agree on which party generated a Customer Lead for the
OFFERx Solution, no OFFERx Referral Commission will be due and payable for the
applicable customer contract. In determining which party generated the Customer
Lead, the parties may use information provided by the customer as evidence of
which party generated the Customer Lead.

    


    4.7  In the event the
Non-Referring Party breaches its obligation to pay an OFFERx Referral Commission
for a particular Customer Lead, the Referring Party may, among its other rights
and remedies hereunder, cease to refer Potential Customers to the Non-Referring
Party upon ten (10) days written notice thereof and the Non-Referring Party's
failure to cure such breach within ten (10) days of having received such
notice.

    


    ARTICLE
V

    RESPONSIBILITIES
OF THE PARTIES

    


    5.1  Each party
shall:

    


    (a)  use
reasonable efforts to promote and solicit orders for the Covered Solutions on a
continuing basis. In its efforts, each party will use the other party's
then-current names and descriptions for the Solutions and will not add to,
delete from or modify any sales or marketing documentation or forms provided by
the other party except with such party's prior written consent

     

    (b)  solely in
connection with this Agreement, use the other party's trademarks, service marks,
logos and trade names ("Marks") to achieve its obligations under this Agreement,
provided that (i) the party intending to use the other party's Mark obtains
prior written approval therefore, and (ii) the party using the other party's
Mark clearly identifies the owner of such Mark. The parties shall use the other
party's Marks in accordance with the guidelines and standards provided by the
other party in writing from time to time. In the event that a party reasonably
determines that the other party is not in compliance with such guidelines, the
party shall have the right to suspend the other party's use of the Marks until
such time as the other party meets such guidelines and standards.
Subject to the forgoing, the parties agree to provide each other with corporate
and product graphics as reasonably requested by the other party, for use in
meeting its obligations under this Agreement

     

    (c)  at its
own expense, provide the other party with a reasonable quantity of any
applicable printed marketing materials for its respective
Solutions.

     

    (d)  use
reasonable efforts to inform the other party within a reasonable time of any
changes in its respective Solution, prices, and/or marketing and sales
documentation.

     

    (e)  be solely
responsible to its customers with respect to its respective
Solutions.

     

    (f)  afford
the other party reasonable access to such information regarding its business as
may be reasonably necessary to prepare each Proposal and perform its obligations
under this Agreement.

     

    (g)  upon
reasonable request from the other party, from time to time make available
management and technical personnel to assist the other party in (i) developing a
Proposal, (ii) any discussions and negotiations related to a customer contract
and (iii) integrating such party's Solutions with the other patty's Solutions,
and shall provide such other cooperation as may reasonably be requested by the
other party in furtherance of a Proposal.

     

    (i)  furnish
to the other party copies of all press releases, product announcements and
newsletters which are disseminated to the public that relate to the Covered
Solutions.

     

    (j)  notify
the other party of any lawsuits or regulatory proceedings that may beat on its
ability to comply with the terms of this Agreement or perform in accordance with
the terms of a Proposal submitted to a Potential Customer.

     

    (k)  commit
sufficient resources necessary to comply with the terms of this
Agreement.

     

    (1)  respond to Potential
Customer requests for information in a timely manner.

     

    
      
        
        

      

      
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ARTICLE
VI


    OWNERSHIP


    6.1  Except as expressly
stated in Section 6.2 herein, as between the parties, any and all existing
products, documentation, marketing materials, Marks and patents, and copies,
updates, enhancements, improvements, translations, alterations, revisions,
customizations, releases, and derivatives thereto and thereof (including, but
not limited to, software code and programming, whether source code or object
code or otherwise), including, but not limited to, any and all intellectual
property rights therein and thereto, shall remain the sole and exclusive
property (the "Proprietary Information") of the respective parties.. The parties
hereby reserve any and all right, title, and interest in and to their respective
Proprietary Information not expressly and explicitly granted to the other party
under this Agreement and the other party shall not take any action that
jeopardizes the owner's proprietary rights in its Proprietary
Information.

    


    6.2  The parties agree that
all Proposal materials developed by a party hereto shall remain the exclusive
property of such party.

    


    6.3  Without limiting anything
in this Agreement, except as and only to the extent expressly and explicitly
authorized in this Agreement or any reseller or services sub-contract by and
between the parties, neither patty shall do, not shall it permit any other
Person to do, any of the following: (a) use the other party's Solution for any
purpose, at any location or in any manner, (b) make, take, or retain any copy of
any of the other party's Proprietary Information (c) re-engineer, reverse
engineer, decompile, or disassemble any of the other party's Proprietary
Information or create or recreate the source code for any Proprietary
Information, (d) refer to or otherwise use any of the other party's Proprietary
Information as part of any effort to develop a program having any functional
attributes, visual expressions or other features similar to those of such
Proprietary Information, (e) remove, erase, or tamper with any copyright or
other proprietary notice printed or stamped on, affixed to, or encoded or
recorded in any of the other party's Proprietary Information, or fail to
preserve all copyright and other proprietary notices in any copy of any such
Proprietary Information, or (f) sell, market, license, sublicense, distribute,
transfer, convey, assign, or otherwise grant to any Person any right to use any
of' the other patty's Proprietary Information.

    


    ARTICLE VII

    
      CONFIDENTIALITY

    

    


    7.1  OptimizeRx and Cegedim
Dendrite shall each (i) hold the Confidential Information of the other in trust
and confidence and avoid the disclosure or release thereof to any other person
or entity by using the same degree of care as it uses to avoid unauthorized use,
disclosure, or dissemination of its own Confidential Information of a similar
nature, but not less than reasonable care, and (ii) not use the Confidential
Information of the other patty for any purpose whatsoever except as expressly
contemplated under this Agreement Each party shall disclose the Confidential
Information of the other only to those of its employees having a need to know
such Confidential Information and shall take all reasonable precautions to
ensure that its employees comply with the provisions of this
Section.

     

    7.2  In the event Confidential
Information is required to be disclosed by law or order of a court of competent
jurisdiction or regulatory authority, the receiving party shall furnish prompt
written notice of such required disclosure and reasonably cooperate with the
disclosing party, at the disclosing party's cost and expense, in any effort made
by the disclosing party to seek a protective order or other appropriate
protection of its Confidential Information.

     

    ARTICLE
VIII

    WARRANTY
DISCLAIMER; RELATIONSHIP

    OF
PARTIES

    


    8.1  (a)  Each party represents and
warrants that (i) it has the right and authority to enter into this Agreement;
and (ii) it has the right to perform its obligations under and pursuant to this
Agreement.

    


    (b)  THE WARRANTIES SET FORTH
IN SECTION 8.1(a) HEREOF ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES
AND THE PARTIES HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES,
WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR
FITNESS FOR USE AND/OR A PARTICULAR PURPOSE.

     

    ARTICLE
IX

    INDEMNIFICATION

    


    9.1  Each party (the
"Indemnitor") shall indemnify, defend and hold the other party (the
"Indeminitee") and its
Affiliates and their respective directors, officers, employees and agents
(collectively, "Covered Persons") harmless from and against any and all
liabilities, damages, claims, losses, costs and expenses (including, without
limitation, reasonable attorneys' fees and expenses) (collectively, "Losses") of
third parties incurred by such Covered Persons arising out of or in connection
with the performance by the Indemnitor of its obligations to a customer pursuant
to a contract by and between the Indemnitor and a customer, except to the extent
such Losses were caused by the Indemnitee.

     

    
      
        
        

      

      
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ARTICLE
X

    LIMITATION
OF LIABILITY

     

    10.1  IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY CIRCUMSTANCES FOR SPECIAL,
INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER (WHETHER
ARISING OUT OF CONTRACT, STRICT LIABILITY, OR OTHERWISE), INCLUDING, WITHOUT
LIMITATION, ANY LOST REVENUES OR PROFITS OF THE OTHER PARTY RESULTING FROM OR
ARISING OUT OF A BREACH OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS SECTION SHALL NOT APPLY TO A BREACH OF A PARTY'S OBLIGATIONS UNDER ARTICLES
VI OR VII.

     

    ARTICLE
XI 

    EXCLUSIVITY

    


    11.1  During the term of this
Agreement, OptimizeRx will exclusively (a) promote and market the persistency
card adjudication services of Cegedim Dendrite; and (b) refer Potential
Customers to Cegedim Dendrite for persistency programs and card adjudication
services.

    


    11.2  During the term of this
Agreement, OptimizeRx shall exclusively use Cegedim Dendrite as its pharmacy
adjudication and persistency program management services provider as part of the
OFFERx Solution.

    


    11.3  For one (1) year
following termination or expiration of this Agreement, OptimizeRx shall not
market or sell directly or indirectly any programs, products or services with
the brand or program name "OFFERx".
This Section 11.3 shall survive any termination or expiration of this
Agreement.

    


    ARTICLE
XII

    TERM
AND TERMINATION

    


    12.1  (a)  This Agreement shall commence on
the date hereof and terminate on its one (1) year anniversary (the "Initial
Term") unless sooner terminated as hereinafter provided. After the Initial Term,
this Agreement may be renewed with the mutual consent of the parties for
additional six (6) month periods.

    


    (b)  Either
party may terminate this Agreement at any time, with or without cause, upon
sixty (60) days written notice.

     

    (c)  Either
party may terminate this Agreement upon ten (10) days written notice following
(i) the filing of a voluntary or involuntary petition in bankruptcy by or
against the other party or (ii) the liquidation of the other party.

     

    (d)  Neither
party shall incur any liability whatsoever for any damage, loss or expenses of
any kind suffered or incurred by the other party arising from or incident to any
termination of this Agreement which complies with the terms of the Agreement
whether or not the terminating party is aware of any such damage, loss or
expenses.

     

    (e)  Upon
termination of this Agreement for any reason whatsoever, each party: (i) shall
immediately discontinue any and all use of the other party's Marks; (ii) shall
immediately discontinue all representations or statements from which it might be
inferred that any relationship exists between the parties; and, (iii) shall
cease promoting, soliciting and procuring orders for the other party's
Solutions.

     

    (f)  Upon
termination of this Agreement, the parties shall, within thirty (30) days of the
termination date, return or certify in writing the destruction of the other
party's Confidential Information in its possession, custody or control in
whatever form held, including, but not limited to, copies or embodiments thereof
or relating thereto.

     

    (g)  The
rights and obligations of the parties under Articles III, IV, VI through XVII
and XIX through XXVII of this Agreement shall survive termination of this
Agreement.

     

    
      
        
        

      

      
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    (h)  Notwithstanding any
termination or expiration of this Agreement as set forth herein, this Agreement
shall continue until the termination or expiration of any services provided by
Cegedim Dendrite pursuant to the terms under Article IV (Reseller).

     

    ARTICLE
XIII

    NOTICES

     

    13.1  All notices required or
permitted by this Agreement will be effective only if given in writing and sent
by: (i) first-class U.S mail, postage prepaid; (ii) overnight
delivery service with proof of receipt; (iii) hand-delivery;
(iv) facsimile with confirmation of receipt; or (v) certified mail, return
receipt requested, to the applicable address provided below: 

     

    if to
OptimizeRx Corporation:

    


    407 Sixth
Street 

    Rochester,
MI 483087

    


    if to
Cegedim Dendrite:

    


    Cegedim
Dendrite

    1405
Route 206

    Bedminster,
NJ 07921 

    Attn:
General Counsel 

    Fax:
(908)443-

    


    A notice
will be deemed given the earlier of its date of delivery or the third business
day after its mailing or transmission.

     

    ARTICLE
XIV 

    SEVERABILITY

    


    14.1  The provisions of this
Agreement shall be deemed independent and severable and the invalidity or
partial invalidity or
unenforceability of any one provision shall not affect the invalidity or
enforceability of any other provision.

     

    ARTICLE
XV 

    AMENDMENT

    


    15.1  The terms and provisions
of this Agreement may not be modified or amended or any of the provisions hereof
waived, temporarily or permanently, except, in the case of a modification or
amendment, pursuant to the written consent of the parties
and, in the case of a waiver, pursuant to a writing executed by the party so
waiving.

     

    ARTICLE
XVI 

    NO
WAIVER

    


    16.1  The failure or delay of
any patty hereto to require performance of any provision of the Agreement shall
in no manner affect such party's right at a later time to enforce that same or
any other provision No consent or waiver, express or implied, by any party to,
or of any breach or a deviation from any other covenant, condition or duty of,
any party shall be deemed a consent or waiver to or of any other breach or
deviation front any other covenant, condition or duty. All rights and remedies
existing under the Agreement are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

     

    ARTICLE
XVII 

    ASSIGNMENT

    


    17.1  No party hereto may
assign, or delegate all or any of their rights or obligations under this
Agreement, whether by operation of law or otherwise, without the prior written
consent of the other party.

     

    ARTICLE
XVIII

    MEDIA
RELEASES

    


    18.1  All media releases,
public announcements and public disclosures by OptimizeRx or Cegedim Dendrite or
their respective employees or agents relating to this Agreement or its subject
matter, including without limitation press releases, promotional or marketing
material (but not including any announcement required by legal, accounting or
regulatory requirements as the case may be) shall be coordinated and
approved in writing by both OptimizeRx and Cegedim Dendrite prior to the release
thereof, provided however, that any such approval may not be unreasonably
withheld.

     

    ARTICLE
XIX

    AUDIT

    


    19.1  Upon reasonable notice,
either party may, at its own cost and expense, audit relevant information of the
other party to ensure such other party's compliance with the terms of this
Agreement.

     

    
      
        
        

      

      
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ARTICLE
XX

    NON-SOLICITATION

    


    20.1  During the term of this
Agreement, and for a period of one year thereafter, neither party will directly
or indirectly, nor will it cause its Affiliates to directly or indirectly, (a)
solicit for employment any person who is an employee or consultant of the other
party or any of its Affiliates or who was an employee or consultant of the other
party or its Affiliates at any time during the term of this Agreement or (b)
encourage any employee or consultant of the other party or any of its Affiliates to alter
or terminate its relationship with the other party or any of its
Affiliates.

    


    ARTICLE
XXI

    COSTS
AND EXPENSES

    


    21.1  Each party shall bear its
own respective costs and expenses incurred in connection with negotiating this
Agreement, the performance of its obligations under this Agreement, including,
without limitation, any costs and expenses incurred by such party regarding such
patty's investigation of the business of the other party.

    


    ARTICLE
XXII 

    BINDING
EFFECT; NO THIRD PARTY

    BENEFICIARIES

    


    22.1  This Agreement shall be
binding upon and inure to the benefit of OptimizeRx and Cegedim Dendrite and
their respective permitted successors and assigns Nothing contained herein,
express or implied, is intended to confer upon any person or entity other than
the parties hereto and their permitted successors and assigns any rights or
remedies under or by reason of this Agreement.

     

    ARTICLE
XXIII

    HEADINGS

    


    23.1  The headings in this
Agreement are for reference purposes only and shall not be deemed to have any
substantive effect.

    


    ARTICLE
XXIV

    INDEPENDENT
ENTITIES

    


    24.1  The parties to this
Agreement are independent entities and nothing in his Agreement is intended to
make any party the agent, representative or partner of another party or is
intended to establish a joint venture or a franchise No party has any express or
implied right or authority to make any representations or warranties, or assume
or create any obligations or responsibilities, on behalf of or in the name of
any other party hereunder or to any other person.

     

    ARTICLE
XXV

    GOVERNING
LAW AND VENUE

    


    25.1  This Agreement shall be
governed by and interpreted in accordance with the laws of the State of New
Jersey, without regard to its conflict of law principles or the United Nations
Convention on the International Sale of Goods. All disputes arising out of this
Agreement shall be exclusively resolved by a count of competent jurisdiction in
the State of New Jersey Each party expressly consents to the jurisdiction of the
courts of the State of New Jersey and the Federal District Court for the
District of New Jersey, and waives any objections or right as to the forum
non-conveniens, lack of personal jurisdiction or similar grounds.

    


    ARTICLE
XXVI

    ENTIRE
AGREEMENT

    


    26.1  This Agreement, together
with the preamble and recitals hereof, sets forth the entire agreement and
understanding between OptimizeRx and Cegedim Dendrite as to the subject matter
hereof There are no representations, warranties, covenants or undertakings other
than those expressly set forth herein or as duly set forth on or subsequent to
the effective date hereof in writing. The Agreement supersedes all prior
agreements between the parties with respect to the subject matter
hereof.

     

    ARTICLE
XXVII 

    COUNTERPARTS

    


    27.1  This Agreement may be
executed in one or more counterparts, which will be deemed together to
constitute one agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives effective as of the date and year.
first above written.

     

     

    
      	OPTIMIZERx
      Corporation 	CEGEDIM
      DENDRITE 
	 	 
	 	 
	By:      /s/ David
      Harrell                                     
      	By:      /s/ L.
      Schockorez                                      
	Name: David
      Harrell 	Name: L.
      Schockorez 
	Title:  
      CEO 	Title:  
      CFO 
	Date:  
      6/11/08	Date:  
      6/26/08 
	     	 


    

     

     

     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    Schedule
A

    


    Cegedim
Dendrite Solutions

    


    Cegedim
Dendrite's Persistence and Loyalty Group Offerings

     

    
      	
              1.         
      

            	
              Rebate
      and voucher processing

            


    

     

    
      	
              2.         
      

            	
              Pharmacy
      transaction processing

            


    

     

    The
following steps outline the process:

    


    
      
        	
                ●          
      

              	
                The
      pharmacist sends the prescription information to the primary insurance
      company. Note:
      Vouchers are submitted to OPUS Health as the primary
      payer.

              


      

    

    


    
      
        	
                ●          
      

              	
                The
      pharmacist receives a transaction from the insurance company that contains
      the patient's co-pay amount and sends this transaction to Cegedim Dendrite
      as the secondary payer.

              


      

    

    


    
      
        	
                ●          
      

              	
                Cegedim
      Dendrite sends the pharmacy a transaction that contains the amount due
      (the co-payment minus the discount) from the patient when he or she picks
      up the prescription.

              


      

    

     

    
      
        	
                ●          
      

              	
                The
      pharmacy collects the amount due from the patient at the point of
      sale.

              


      

    

    


    
      
        	
                ●          
      

              	
                Every
      two weeks, Cegedim Dendrite sends branded checks to pharmacies for the
      co-pay discounts and an additional professional fee for each transaction
      to pay them for their services in the
program.

              


      

    

    


    Note: Cegedim Dendrite can include an
additional insert in the mailing for an additional fee.

     

    
      	
              3.         
      

            	
              Pharmacy
      Help Line

            


    

    


    A
pharmacy help line is staffed with live operators for pharmacies to call with
processing questions The help line is open Monday through Friday from 8:30 A.M
to 5:30 P. M. ET and Saturday from 8:30 A.M to 2:00PM,.ET.

    


    
      	
              4.         
      

            	
              Patient
      Incentive Options

            


    

    


    
      	
                  ●    

            	
              Instant Rebate Cards*:
      Plastic co-pay reduction card, typically for a multi-use card
      program; instant rebate adjudicated at the point of sale at the pharmacy
      used to offset the patient's co-pay or provide points for
      rewards.

            


    

    


    
      	
                  ●    

            	
              DebitRx*: Plastic Visa
      logo card used to provide a monetary reward each time a patient fills the
      prescription.

            


    

    


    
      	
                  ●    

            	
              Vouchers: Paper card
      typically for one-time use to obtain free
  product.

            


    

     

    
      	
                  ●    

            	
              CD-ROM Card: CD-ROM card
      used as a co-pay reduction card at the point of sale at the pharmacy; the
      CD-ROM provides the patient with education materials and may include a
      link to the program's Web site.

            


    

    


    
      	
              5.         
      

            	
              Individualized
      Patient Communications

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Throughout
the Persistence program, Cegdim Dendrite can send various communications to
enrolled patients in the method that they choose (e-mail or direct mail) During
the setup phase of the project, Cegedim Dendrite uses templates to prepare these
communications for customer approval.

    


    
      ●  Program Welcome Letter: After
a patient enrolls, Cegedim Dendrite sends a personalized welcome letter with
information about the program and its benefits.

    

    


    
      ●  Refill Reminders: When
enrolling in the program, patients can "opt in" to receive prescription refill
reminders and can indicate how many days before a refill is due they wish to be
notified.

    

    


    
      ●  Patient Satisfaction Surveys: At three
months and then at six months, Cegedim Dendrite sends a satisfaction survey to
assess the patient's experience with the program The customer can use the
Web-based reporting tool to view the results.

    

    


    
      	
              6.         
      

            	
              Misuse
      and Abuse Protection/Concurrent Program
Linking

            


    

    


    All
claims require a valid group number, card identification code, and product NDC.
To prevent the processing of invalid voucher/card numbers for claims, Cegedim
Dendrite uses a proprietary algorithm to assign a unique number for each
voucher/card,. In addition, voucher/card use is limited to the specific NDC
numbers, which are unique to the brand, its strength, and product size for a
given program.

     

    Cegedim
Dendrite can restrict a single patient from using more than one card within the
same group number and, for an additional fee, restrict a single patient from
using more than one card across multiple programs.

     

    Cegedim
Dendrite works with the customer to develop the business rules that will govern
transaction processing for the program These business rules will detail how many
times a unique card identifier can be used to obtain benefits/rewards and the
time frame between each use. The rules will be coded into the system and applied
to every transaction received.

     

    
      	
              7.        
      

            	
              Card
      Activation and Enrollment: Methods and Options Cegedim Dendrite offers
      several methods for patients to enroll in the program and activate
      cards.

            


    

    


    Inbound Call Center. - Live Operator: Patients use a toll-free
number to contact an inbound call center Operators enroll patients into the
program and activate cards in real time. Standard hours of operation are Monday
to Friday, 9 AM to 5 PM Eastern Time, A call guide template will be agreed upon
with the customer to capture the information required for the program
enrollment.

    Interactive Voice Response (IVR): An IVR service
provides real-time enrollment and card activation at a lower per-call rate than
with live operators. The messages delivered, information gathered, and reporting
all mirror that of the "live operator" call center. This option is typically
used in conjunction with a live operator call center to provide around the clock
coverage.

    Web Enrollment: Cegedim
Dendrite can set up a Web site for patients to enroll and activate cards that is
accessed from the customer's brand's Web site The information gathered and the
reporting mirror that of the "live operator" and "IVR" call
centers.

    Web Enrollment Option: Cegedim
Dendrite can set up the program so patients can print pharmacy cards on demand
from your branded Web site rather than receive them from their physicians. The
information captured and the repotting are the same as with the other enrollment
methods.

    CD-ROM Option: Cegedim
Dendrite can provide a CD that includes a link to the enrollment Web
site.

    


    
      	
              8.         
      

            	
              Program
      Reporting

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Cegedim
Dendrite can provide web-based program reporting Program reporting is updated
daily. It includes tables and graphical views of the data that may be extracted
into Microsoft®
Excel®
spreadsheets or PowerPoint®
presentations.

     

    
      	
              9.         
      

            	
              Co-pay
      Analysis

            


    

    


    A co-pay
analysis report (in the form of an Excel Pivot table) is available at the start
of the program. This report is prepared at the national level, with drop down
displays for each state.

     

    
      	
              10.       
      

            	
              Persistence
      Analysis

            


    

    


    A
compliance and persistence analysis is available at an appropriate point during
the project, or after the project. It will include an executive summary, impact
and comparison of test group versus control group, and behavior trends in
patients and physicians The report will provide results on the impact to length
of therapy, including number of refills.

    


    
      	
              11.      
      

            	
              Status
      Reports (Available monthly)

            


    

     

    
      	
                  ●  

            	
              Executive
      summary

            


    

    
      	
                  ·  

            	
              Trends
      and comparisons for usage and impact on market shares for NBS share and
      volume, TRx share and volume, and switching
  measurements

            


    

    
      
        	
                    ·      
      

              	
                Impact
      and comparison of test versus control group
  shares

              


      

    

    
      
        	
                    ·      
      

              	
                Behavior
      trends in patients and
physicians

              


      

    

    
      	
                  ·      
      

            	
              Adjudication
      data, including national view of cards distributed, activated, and
      adjudicated by month by enrollment method, adjudications by co-pay for the
      top ten states, and percentages of patients per adjudications by
      month.

            


    

     

    
      	
              12.       
      

            	
              ROI
      Analysis

            


    

     

    Cegedim
Dendrite can provide an ROI analysis based on customer needs. Once all criteria
have been determined, Cegedim Dendrite can conduct a thorough ROI analysis three
months after the conclusion of the program to measure program effectiveness as
compared to a control group. Cegedim Dendrite's ROI analysis can include the
following:

     

    
      	
                  ·  

            	
              New
      brand starts generated by redeeming
physicians

            


    

     

    
      	
                  ·  

            	
              New
      brand starts generated by control group
  physicians

            


    

     

    
      	
                  ·  

            	
              Incremental
      new brand starts gain

            


    

     

    
      	
                  ·  

            	
              Total
      new brand starts gain

            


    

     

    
      	
                  ·  

            	
              Refill
      ratio

            


    

     

    
      	
                  ·  

            	
              Total
      projected TRxs

            


    

     

    
      	
                  ·  

            	
              Revenue
      per Rx

            


    

     

    
      	
                  ·  

            	
              Estimated
      program revenue

            


    

     

    
      	
                  ·  

            	
              Estimated
      program costs

            


    

     

    
      	
                  ·  

            	
              Card
      reimbursement costs

            


    

     

    
      	
                  ·  

            	
              Total
      costs

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Schedule B


     

    OptimizeRx
Solution 

     

    OVERVIEW:

    


    OPTIMIZERxTM is a
powerful new platform to introduce brands to qualified, motivated consumers
actively managing their healthcare needs.

     

    OPTIMIZERx
com helps patients better afford and adhere to their prescribed therapies, as
well as better understand their healthcare options. More than just providing
education about a specific disease or condition,
OPTIMIZERx introduces patients to savings offers, free trials, support programs
and other resources that can truly help them manage and maximize their treatment
outcomes.

    


    Introduces
brand or DR campaigns to those needing client's product therapy.

    Visitors
and subscribers have come to expect credible, helpful support programs from
OPTIMIZERx. Our advertising partners can look to us as a responsive and flexible
resource to promote their brand or patient programs. Our service to the consumer
is advertiser supported.We carefully balance that responsibility and provide
exceptional value to both. Traffic is building rapidly, as is our database of
qualified, motivated prospects who've indicated they wish to receive email
alerts and an online newsletter that offers up specific news and patient support
for their specific condition.

    


    Awareness.
Access. Adherence.

    OPTIMIZERx
understands that physicians prescribe a specific brand name medication for a
reason Founded by a group of physicians and healthcare veterans, our mission is
to make it possible for healthcare consumers to access and maintain the best,
most effective treatments.

    


    DESCRIPTION
OF SERVICES:

    A
multi-channel platform for branded healthcare products.

    


    OPTIMIZERx
offers advertisers a menu of targeted programs and features designed to reach
patients seeking their type of product. Visitors to the OPTIMIZERx website look
for savings, support and information for their prescriptions and OTC healthcare
needs., To best reach target audiences, OPTIMIZERx offers the
following:

    


    · Channel
Integration - client's brand and campaign message can be positioned in channel
and direct search query results as the FIRST listing result.

    · Category
Sponsorship - exposes client's message to all searches within your therapeutic
channel, including competitive product selections. As the category sponsor,
display banners are prominently positioned within all searches in channel - even
for competitors.

    · Behavioral
User Re-targeting - all returning members who searched within your therapeutic
class will be reintroduced to client's message, as well re-targeted when they
visit any other website within our expansive network.

    · Co-Registration
Lead Generation - within an internal registration process, all visitor's can be
qualified, queried and entailed in the advertiser's direct response
program.

    · Customer
Relationship Management - entails, alerts, newsletters that incorporate your
message are integrated with OPTIMIZERx content and transmitted to pre-qualified
consumers identified by condition, age and gender.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Schedule
C

    OFFERx
Product

     

    OFFERxTM  Product
is the online front-end (advertising and sponsor program) portal that
facilitates patient enrolment into customer programs via the OptimizeRx website
and its network of affiliates.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Schedule
D

     

    Additional
Reseller Terms and Conditions

     

    
      	
              
                1.  

              

            	
              
                
                
Cegedim Dendrite
      Services: Term. Each and all such right to receive the Cegedim
      Dendrite Services (described below) shall expire upon completion of the
      OFFERx Solution ("Program") for which the right was granted. The "Cegedim
      Dendrite Services" shall mean the Opus Health Services or the
      administrative services provided by Cegedim Dendrite relating to
      prescription card redemption programs wherein Cegedim Dendrite processes
      pharmaceutical prescription claims through Cegedim Dendrite's network of
      pharmacies and other providers as further described under Exhibit A to
      this Schedule D.

            


    

     

    
      	
              
                2.  

              

            	
              
                
                
Restrictions on
      Cegedim Dendrite Services. Neither OptimizeRx nor any of its
      customers shall have any right to receive, review, modify, or otherwise
      use or have access to the Cegedim Dendrite Services except as set forth
      under this Agreement. OptimizeRx shall enforce the obligations of each
      customer under the applicable OFFERx Agreement and shall immediately
      report to Cegedim Dendrite any known breach of the applicable OFFERx
      Agreement, including without limitation any unauthorized use, modification
      or reproduction of the Cegedim Dendrite Services, and shall reasonably
      cooperate with Cegedim Dendrite and its representatives in any
      investigation of and/or litigation against such unauthorized
      use.

            


    

    


    
      
        	
                3.  

              	
                Additional
      Restrictions. The rights and licenses granted herein do not include
      the right to use or reproduce the Cegedim Dendrite Services for any
      purpose other than as specified in this Agreement or to modify, enhance or
      create works derivative of the Cegedim Dendrite Services. OptimizeRx may
      not use the Cegedim Dendrite Services for its own
  benefit.

              


      

    

    


    
      
        	
                4.      
      

              	
                License.
      Cegedim Dendrite grants OptimizeRA a non-exclusive, non-transferable,
      non-assignable license to use Cegedim Dendrite's trademarks, as designated
      by Cegedim Dendrite, in connection with the marketing and distribution of
      the Cegedim Dendrite Services Any such use of such trademarks and the
      Cegedim Dendrite name by OptimizeRe shall be subject to Cegedim Dendrite's
      then current trademark policies and procedures that have been provided in
      advance., All rights in such trademarks and the Cegedim Dendrite name
      shall remain at all times the sole property of Cegedim Dendrite and all
      use of such trademarks and the Cegedim Dendrite name shall inure to the
      benefit of Cegedim Dendrite OptimizeRx shall provide Cegedim Dendrite, on
      at least a semi-annual basis upon Cegedim Dendrite's request, with samples
      of all collateral, literature, packages, labels and labeling prepared by
      OptimizeRx which use or incorporate Cegedim Dendrite's trademarks or name
      If' Cegedim Dendrite notifies OptimizeRx that the use of a trademark or
      the Cegedim Dendrite name is inappropriate, OptimizeRx will cease
      publishing or otherwise disseminating the advertisement or promotional
      material until they have been modified to Cegedim Dendrite's
      satisfaction.

              


      

    

    


    
      
        	
                5.  

              	
                Cegedim Dendrite
      Responsibilities. Subject to the terms and conditions of this
      Agreement, Cegedim Dendrite
shall:

              


      

    

    


    a.  Provide to OptimizeRx, to
the extent available, marketing and sales materials such as brochures,
descriptions and manuals relating to the Cegedim Dendrite Services.

     

    b.  Provide the Cegedim
Dendrite Services to OptimizeRx's customer on behalf of OptimizeRx at the rates
set forth under Exhibit A to this Schedule D.

     

    
      	
              
                6.      
      

              

            	
              
                
                
OptimizeRx
      Responsibilities. Subject to the terms and conditions of this
      Agreement, OptimizeRx shall:

            


    

    


    a.  Actively market the
Cegedim Dendrite Services to Potential Customers in the United States at its
sole cost and expense except as expressly stated herein or separately agreed
between the parties.

     

    b.  Promptly notify Cegedim
Dendrite of the execution of an OFFERx Agreement by completing the Order Form
attached hereto as Exhibit B to this Schedule D.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    c.  Pay all
fees to Cegedim Dendrite for the Cegedim Dendrite Services provided to any
customer in accordance with the payment terms set forth under Exhibit A to this
Schedule D.

     

    d.  Guarantee
compliance with the terms set forth under Exhibit C to this Schedule D by a
customer. 

     

    e.  Be liable for any breach
of the terms set forth under Exhibit C to this Schedule D by a
customer.

     

    f.  Furnish
Cegedim Dendrite with sufficient customer information in a Cegedim Dendrite
approved format so that Cegedim Dendrite will be able to render the Cegedim
Dendrite Services contemplated by this Agreement.

     

    g.  Assume
all liability for payment of all redemptions to pharmacy providers relating to
the Programs and agree at all times to make available sufficient funds to honor
all claims made under the Programs.

     

    h.  Obtain Cegedim Dendrite's
approval as to the form and content of the card and/or program media used under
the Program prior to (i) distribution of such card and/or program media and (ii)
commencement of any Program.

     

    i.  Obtain Cegedim Dendrite
approval to the business rules relating to the Program prior to commencement of
the Program.

     

    j.  Deliver to Cegedim
Dendrite, no less than 30 days prior to Program roll out, the approved card
image (front and back) to be distributed as part of Cegedim Dendrite's
announcement of the Program.

     

    k.  Ensure that all cards
issued through the Program are branded on the front of the card with the
OPTIMIZERx and branded product logo as well as the OPUS Health logo and if the
Program media is one sided (i.e., printed from the Internet), the phrase,
"Powered by Cegedim Dendrite" logo must be included within the
materials.

    


    
      	
              7.     

            	
              Bank Account.
      OptimizeRx shall comply with the following provisions relating to the
      redemption bank account:

            


    

    


    a.  Cegedim Dendrite shall
establish and maintain an interest bearing account at any bank it chooses to be
used in connection with the Programs (the "Program Account"). All sums advanced
to Cegedim Dendrite by OptimizeRx and deposited into the Program Account shall
be utilized for rebates to an eligible patient under the Program. All funds
deposited into the Program Account shall be segregated from and not-commingled
with any operating funds or any other funds or accounts with respect to which
Cegedim Dendrite controls, provided however, that Cegedim Dendrite may utilize
the Program Account for any and all of the Nog-tams.

     

    b.  In addition to all other
compensation due Cegedim Dendrite under this Agreement, all interest accrued
under the Program Account shall be deemed earned by Cegedim Dendrite. Cegedim
Dendrite shall be entitled to withdraw such interest from the Program Account
for its own benefit, from time to time, at Cegedim Dendrite's sole discretion..
Cegedim Dendrite agrees to pay all applicable income taxes with respect to such
interest.

     

    c.  Within three (3) business
days of the execution of a OFFERx Agreement, OptimizeRx shall deposit into the
Program Account, via wire transfer, an amount to be agreed upon in writing by
the parties (the "Program Funds") In the event that the amount of Program Funds
fall below the amount necessary to fulfill rebates, prospectively, for sixty
(60) days for all the Programs then existing under an applicable OFFERx
Agreement (the "Minimum Deposit"), OptimizeRx agrees to immediately deposit via
wire transfer to the Program Account the additional funds necessary to meet the
Minimum Deposit.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    d.  During the course of the
Programs, Reseller agrees to fund the Program Account with funds equivalent to
the total aggregate possible redemptions that may be submitted under all the
existing Programs.

     

    e.  With respect to checks
drawn on the Program Account which are not cashed, Cegedim Dendrite agrees to
make reasonable efforts to comply with New York State's Abandoned Property Law,
Article 13, Section 1315, "Miscellaneous unclaimed property".

     

    f.  Upon termination or
expiration of this Agreement, subject to Cegedim Dendrite's obligations pursuant
to subsection (e) above, Cegedim Dendrite shall remit to OptimizeRX via wire
transfer all funds deposited by OptimizeRx into the Program Account that are not
required to honor anticipated redemption claims pursuant to the
Programs.

     

    g.  OptimizeRx is solely
responsible to pay all coupon redemptions under the Programs and to fund the
Program Account. Cegedim Dendrite shall have no liability with respect
thereto.

     

    
      	
              8.     
      

            	
              Limitation
      of'Liability and
Indemnification.

            


    

    


    a.  In no event shall Cegedim
Dendrite be liable under any circumstances for special, indirect, punitive or
consequential damages of any nature whatsoever (whether arising out of contract,
strict liability, or otherwise), including, without limitation, any lost
revenues or profits of OptimizeRx or
customer, resulting from or arising out of a breach of any warranty to
OptimizeRx, whether or not OptimizeRx has been advised of the possibility of
such damages.

     

    b.  Notwithstanding anything
in this Agreement to the contrary, the parties agree that Cegedim Dendrite's
aggregate liability under this Agreement shall not exceed, under any
circumstances, the aggregate amount of Fees (defined below) paid to Cegedim
Dendrite pursuant to this Agreement during the preceding twelve (12) month
period.

    


    
      
        	
                9.     

              	
                Payment Terms.
      Cegedim Dendrite will invoice OptimizeRx monthly for the Cegedim Dendrite
      Services rendered to a customer of OptimizeRx at the rates set forth under
      the attached Exhibit A (the "Fees" ). OptimizeRx agrees to pay Cegedim
      Dendrite such invoiced Fees within thirty (30) days of the date of the
      invoices (the "Payment Period"), to a bank account designated by Cegedim
      Dendrite, In the event that any amount due hereunder is not received by
      Cegedim Dendrite within the Payment Period, the delinquent payments shall
      bear interest at the rate of one and a half percent (15%) per month from
      the end of the Payment
Period.

              


      

    

    


    
      
        	
                10.   
      

              	
                Audit.
      OptimizeRx agrees to keep in the ordinary course of its business such
      written or computerized books, records and other accounts as are
      reasonable and customary, to describe and account for the fees and payment
      terms hereunder and compliance with the other provisions of this Agreement
      (the "Records"). Cegedim Dendrite or its designated auditor or
      accountant (under duties of confidentiality with OptimizeRx) may
      audit the Records on an annual basis, during regular business hours and on
      a mutually agreeable date upon at least fourteen (14) business days
      notice, at such reasonable time, place and manner as the parties shall
      agree, for the purpose of determining whether OptimizeRx is performing in
      accordance with this Agreement and accurately reporting and paying fees
      and payments to Cegedim Dendrite If any such audit discloses any shortfall
      in payment of fees and payments due hereunder, OptimizeRx will immediately
      pay the shortfall to Cegedim Dendrite. If any such audit discloses any
      shortfall in payment of fees and payments hereunder of more than 10% of
      any amount due in any reporting period (which shall be a period of one
      year from the effective date and each anniversary thereof), OptimizeRx
      shall immediately pay the shortfall in fees and payments to Cegedim
      Dendrite and will pay, net thirty (30) days from Cegedim Dendrite's
      invoice, all reasonable direct, out-of-pocket costs incurred by Cegedim
      Dendrite in connection with the
audit.

              


      

    

    


    
      
        	
                11.   
      

              	
                Termination. If
      the Agreement is terminated, no additional Cegedim Dendrite Services shall
      be provided under this Agreement to a customer. Notwithstanding the above
      and subject to OptimizeRx remaining in compliance with the terms of this Agreement and the OFFERx Agreement, including but not limited to each being current in
      payment
      of all amounts due thereunder, OptimizeRx with a then effective OFFERx
      Agreement in progress covered thereunder may continue to use and receive
      the Cegedim Dendrite Services upon the terms set forth in its OFFERx
      Agreement but only during the then remaining term set forth in the OFFERx
      Agreement and only for the then current program covered thereunder at the
      time of termination of this Agreement (and not for any extensions,
      renewals or amendments
thereto).

              


      

    

    
       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

    

    Exhibit
A

    to
Schedule D

     

    Cegedim
Dendrite Services and Fees

     

    
      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Program
      Setup

              	 
      	 
      	 
      	
                $3,000

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Per
      Program Monthly Mgmt/Reporting

              	 
      	 
      	
                $1,250

              	 
      	
                (or
      can be paid by

                larger
      percentage of

                acquisition
      fee per patient)

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Per
      Claim Charge

              	 
      	 
      	 
      	
                $1.64

              	 
      	 
      
	 
      	
                Includes
      Check writing

              	 
      	 
      	 
      	 
      
	 
      	
                Includes
      Pharmacy Check Postage

              	 
      	 
      	 
      
	 
      	
                Does
      not include physician append

              	
                $0.25

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                SOC
      (Business rules change charge)

              	 
      	
                $850

              	 
      	 
      
	
                Post
      Program Reporting (final reconciliation report)

              	
                $1,250

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	All
      of the various OfferRx programs will pay on one OfferRx
      branded check to each pharmacy per program 	 	 
	The
      money for OfferRx for the purpose of reimbursement of the pharmacies will
      be comingled 	 	 
	
                Each
      Pharma will have a report for program funding and utilization for the
      program

              	 	 
	There
      will be no paper claims processed under this program 	 	 
	 	 	 	 	 	 	 	 


      

    

    
      	
              Above
      Pricing is For Web Printed Coupons/Vouchers

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              For
      Copay/Voucher Mailed To Patient

            	 
      	 
      	 
      
	
              Pre
      Printed Quantity of OfferRx Cards / Backs

            	
              Custom
      Quote by Cegedim

              Dendrite

            	 
      	 
      
	
              Mailed
      Card on/in 8.5/11 inch OfferRx backing

            	
              Custom
      Quote by Cegedim

              Dendrite

            	
              (incl
      mail and postage)

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              For
      DebitRx

            	 
      	 
      	 
      	 
      	 
      
	
              OfferRx
      Branded DebitRx Setup

            	 
      	
              $2,500

            	 
      	 
      
	
              Pre
      Printed Qty of OfferRx DebitRx Cards / Backs

            	
              Custom
      Quote by Cegedim

              Dendrite

            	 
      	 
      
	
              Mailed
      Card on 8.5/11 inch OfferRx backing

            	
              Custom
      Quote by Cegedim

              Dendrite

            	
              (incl
      mail and postage)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              inserts
      quoted additionally

            	 
      	 
      	
              Custom
      quote by Cegedim

              Dendrite

            	 
      	 
      


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
The
pricing listed herein is the expected pricing in the marketplace The
OPUS Health Services
must be sold as a component
of the OFFERx Solution
to OptimizeRx's clients.

     

    Optional
LPD Services and Fees

     

    
      	 
      	
              Quantity

            	
              Unit
      Price

            	
              Total

            	
              Comments  

            
	
              Data Analytics-
      Initial

              Analysis
      Report

            	
              1

            	
              $24,800
      00

            	
              $24,800
      00

            	
              Includes
      initial segmentation

            
	
              Data
      Analytics- Ongoing

              Reports

            	
              1

            	
              $8,200.00

            	
              $8,200.00

            	
              Additional
      report feePrice per monthly
      report

            
	
              Data
      Analytics- ROI

              Analysis

            	
              1

            	
              $11,800.00

            	
              $11,800.00

            	
              One-time
      analysis

            
	
              Data
      Analytics- Source

              Data

            	
              1

            	
              TBD

            	
              TBD

            	
              Pass -through data fees
      Data selection
      will be based on market
      basket of client. Cegedim
      Dendrite to provide this
      quote. Subject to change once
      product specific information
      is provided.

            
	
              Total

            	
              1

            	 
      	 
      	
              Total
      will vary for each client

              depending
      on the type and

              quantity
      of products provided

            


    

    


     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

    to
Schedule D

    F orm for
Cegedim Dendrite Services

     

    [What
information do we need to perform the Opus Health Services for an OFFERx
Program?]

     

    To Be
Provided

     

     

     

     

     

    
 

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    Exhibit
C

    to
Schedule D

     

    OFFERx
Agreement Additional Terms

    


    1.    Capitalized
terms used under this Exhibit C shall have the meanings set forth under the
Partnership Agreement between OptimizeRx and Cegedim Dendrite (the "Agreement")
unless otherwise defined hereunder.

    


    2.    Customer is
only granted a non-exclusive, non-transferable right to use the Cegedim Dendrite
Services for its Program and the Customer is prohibited from using such Cegedim
Dendrite Set vices for development purposes or otherwise outside the scope of
the Agreement. "Customer" shall mean the customer purchasing the OfferRx
Solution from OptimizeRx.

    


    3.    Cegedim
Dendrite shall not be responsible for any indirect, incidental, special and
consequential damages.

     

    4.    Customer
agrees to maintain in confidence all information of Cegedim Dendrite it receives
or observes pursuant to the OFFERx Agreement between OptimizeRx and itself with
at least the same degree of care with which it protects its own similar
confrdential information.

     

    5.    OptimizeRx
shall have the right to conduct andlor direct an independent accounting firm to
conduct, during normal business hours, an audit of the appropriate records of
the Customer to verify compliance with the OFFERx Agreement.

     

    6.    Cegedim
Dendrite's liability shall be limited at least to the extent provided in the
Agreement.

     

    7.    Cegedim
Dendrite does not extend any warranty, whatsoever, to any Customer, and
OptimizeRx's warranties, if any, to its Customers, shall in no event extend
beyond the warranties provided by Cegedim Dendrite to OptimizeRx for the Cegedim
Dendt ite Services.

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    Schedule E


     

    Commissions 

     

    1.  Referral Commission Table
*

    
    

     

    
      	
              Referring
      Party

            	
              Referral
      Commission

               

            
	
              OptimizeRx 

            	
              Subject to the terms
      of this Agreement, Cegedim Dendrite shall pay to OptimizeRx a
      commission of one percent (1 %) of the actual revenue it receives under
      its customer
      agreement with the Customer Lead.  The commission shall be paid on
      the actual
      revenue received by Cegedim Dendrite during the initial term of the
      agreement
      or the first year of the agreement, whichever is less. No commission
      shall
      be paid on any extension or renewal of the
    agreement.

            
	
              Cegedim
      Dendrite 

            	
              Subject
      to the terms of this Agreement, OptimizeRx shall pay to Cegedim Dendrite
      a
      commission of fifteen (15%) of the actual revenue it receives under its
      customer agreement
      with the Customer Lead. The commission shall be paid on the actual
      revenue
      received by OptimizeRx during the initial term of the agreement or the
      first year
      of the agreement, whichever is less. No commission shall be paid on any
      extension
      or renewal of the agreement.

            


    

     

    2.  OFFERx Referral
Commission Table *

     

    
      	
              Referring
      Party 

            	
              OFFERx
      Referral Commission 

            	
              OFFERx
      Referral Commission 

              (Analytics
      Reports sold under OFF ERx

              Agreement)

            
	
              OptimizeRx 

            	
              Subject
      to the terms of this Agreement, Cegedim Dendrite
      shall pay to
      OptimizeRx a commission on
      actual revenue it receives as a result of an OFFERx
      Agreement as set forth under the table 2 1
      below,. The commission shall be paid on the actual
      revenue received by Cegedim Dendrite during
      the initial term or the first year of the OFFERx
      Agreement, whichever is less No commission
      shall be paid on any extension or renewal
      of the OFF ERx Agreement.

            	
              Subject
      to the terms of this Agreement, Cegedim
      Dendrite shall pay to OptimizeRx a five
      percent (5%) commission on actual revenue
      it receives from the sale of Analytics Reports
      under an OFFERx Agreement The commission
      shall be paid on the actual revenue
      received by Cegedim Dendrite for the Analytics
      Reports during the initial term or the first
      year of the OFFERx Agreement, whichever
      is less. No commission shall be paid
      on any extension or
      renewal of the OFFERx
      Agreement.
 
	
              Cegedim

              Dendrite

            	
              Subject
      to the terms of this Agreement, OptimizeRx
      shall pay to Cegedim Dendrite a $50000
      sales performance incentive fee plus fifteen
      percent (15%) commission to Cegedim Dendrite
      on actual revenue OptimizeRx receives from
      the sale of the OFF ERx Product under an OFFERx
      Agreement, not including revenue from the
      Opus Health Services. The commission shall be
      paid on the actual revenue received by OptimizeRx
      during the initial term or the fast year
      of the OFFERx Agreement, whichever is less
      No commission shall be paid on any extension
      or renewal of the OFFERx Agreement.
 	 


    

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    2.1    Opus Health
Services Commission Rate Table

     

    Commission
for the sale of the Opus Health Services in an OFFERx Agreement shall be
calculated at the rates set forth below:

    
      	
              Fees
      for Opus Health Services

            	
              Commission
      Rate

            
	
              Startup, Monthly
      ManagementandTransaction

              Reporting
      Fees

            	
              Cegedim
      Dendrite shall pay a commission of ten percent

              (10%)
      on the revenue received for these services.

            
	
              Transaction
      Fees, excluding Debit

            	
              Cegedim
      Dendrite shall pay a commission of five

              percent
      (5%) on the revenue received for these services.

            
	
              Debit
      fees

            	
              Commission
      on these fees shall be negotiated on a per

              deal
      basis.

            


    

     

    * Neither
a Referral Commission not an OFFERx Referral Commission shall be paid to
OptimizeRx on pass-through revenue, including, but not limited to, postage,
pharmacy fees, and patient reimbursement fees. Pass-through revenue shall not be
included within any calculation of a Referral Commission or OFFERx Referral
Commission paid to OptimizeRx under this Agreement. There is no mark-up on
postage, pharmacy fees or reimbursement fees.

     

     

     

    23