exv10w1



 





Exhibit 10.1




SETTLEMENT TERM SHEET




South Broward Hosp. Dist., et al. v. MedQuist Inc., et al.

Civil Action No.: 05-CV-2206-JBS-AMD




Settling Parties: The SETTLING PARTIES consist of Partners Healthcare System, Northbay
Healthcare Group, Hospital Corporation of America, St. Lukes Regional Medical Center, Palisades
Medical Center, Mt. Sinai Medical Center, Ascension Health Ministry, Bayonne Medical Center, Bon
Secours Health System, Inc., South Broward Memorial Hospital District, and University of Colorado,
and all related or associated facilities.



Settlement Payment: MedQuist shall make a single lump sum payment of $7,537,001.83 (the
“SETTLEMENT PAYMENT”) to resolve all claims (including all AAMT and non-AAMT related claims) of
the SETTLING PARTIES against MedQuist and all individual defendants that were or might have been
raised in the above-referenced action, including all claims relating to any billing issues.



Greenberg Traurig shall have sole discretion to decide how to distribute the SETTLEMENT PAYMENT
among the SETTLING PARTIES. However, MedQuist has not agreed and will not agree to make any payment
in excess of the accommodation offers to the SETTLING PARTIES. In this context, it is understood
and agreed that the $7,537,001.83 SETTLEMENT PAYMENT consists of the total sum of the accommodation
offers to the SETTLING PARTIES, including the value of all credits converted to cash, plus
reasonable legal fees and an additional $550,000 as reimbursement for litigation expense. Other
than as expressly provided herein, all parties shall bear their own expenses and costs of suit.



MedQuist is not waiving, and expressly reserves the right, to seek reimbursement from the SETTLING
PARTIES for all amounts outstanding and unpaid for services rendered (“aged AR”). With respect to
Partners specifically, before any of the SETTLEMENT PAYMENT will be released by the MedQuist,
Partners must bring current its aged AR.



Confidentiality: The individual settlements MedQuist has entered into with other customers
to date have been confidential. Accordingly, while the lump sum SETTLEMENT PAYMENT will need to be
publicly disclosed, the individual amounts distributed to the SETTLING PARTIES shall be
confidential and not revealed to each other or any third party.



Settlement Agreement: The SETTLING PARTIES shall execute a comprehensive settlement
agreement, including mutual general releases of MedQuist Inc. and all individual defendants with
no admissions of any wrongdoing. The settlement agreement will include standard, non-monetary
terms, including but not limited to governing law and choice of forum, the Court’s continuing
jurisdiction over implementation of the settlement, where notices are to be sent, discovery of
additional facts not being a basis to rescind the agreement, opportunity to consult with counsel
and receive independent advice before signing the agreement, representations and warranties and
survival of same, non-disparagement provision, complete agreement of the parties and full
integration, modifications solely in writing, authority to sign on behalf of entity, severability
provision, signatures in counterparts.



 









 





Should Defendant MedQuist Inc. and/or Defendant MedQuist Transcriptions, Ltd. (collectively the
“MedQuist Defendants”) become subject to a case or proceeding under any Chapter of Title 11 of the
United States Code within 90 days of the SETTLEMENT PAYMENT, and if the SETTLEMENT PAYMENT or any
part thereof is rescinded or reduced in amount, restored or otherwise returned, whether as a
voidable preference, fraudulent transfer or otherwise, then unless any such deficiency in the
SETTLEMENT PAYMENT is repaid within 45 days, the SETTLING PARTIES’ claims against all Defendants in
the above-referenced action which were released under this settlement shall, to the fullest extent
permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.



The SETTLING PARTIES must also covenant not to bring any further individual or class claims in any
proceeding arising out of the allegations in the above-referenced action and cooperate with
MedQuist by advising the Company if they are contacted to discuss or provide testimony in
connection with any proceeding related to the billing issues or receive a document request or
subpoena to produce documents in any such proceeding.



Dismissal with Prejudice: Upon execution of the settlement agreement by all parties,
plaintiffs shall dismiss all individual and class claims in the above-referenced action against
MedQuist and all individual defendants, with prejudice, and the parties shall execute all other
documents necessary to effectuate Court approval of the dismissal of the suit. Upon execution of
the settlement agreement by all parties, plaintiffs shall promptly seek the Court’s approval of
the dismissal of the action.



AGREED TO:




	 	 	 	 	 	 	 	 	 
	On behalf of the SETTLING PARTIES:	 	 	 	On behalf of MedQuist Inc.:
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark Hogge
	 	 	 	By:
	 	/s/ Neal Marder (SRS)
	 

	 	 
	 	 	 	 	 	 
	 

	 	Mark Hogge
	 	 	 	 	 	Neal Marder
	 

	 	Greenberg Traurig, LLP
	 	 	 	 	 	Winston & Strawn LLP
	 

	 	2101 L Street, NW, Suite 1000
	 	 	 	 	 	333 South Grand Avenue
	 

	 	Washington, D.C. 20037
	 	 	 	 	 	Los Angeles, CA 90071
	 

	 	Tel: 202.530.8591
	 	 	 	 	 	Tel: 213.615.1728
	 

	 	Fax: 202.261.2659
	 	 	 	 	 	Fax: 213.615.1750