THIS
AGREEMENT is made the 17th day of February 2004


BETWEEN:


		
	(1) 	Allied
Healthcare (UK) Limited, a company registered in England having its
registered office at Stone Business Park, Brooms Road, Stone, Staffs,
ST15 0TL ("Allied");
and


		
	(2) 	Atos KPMG Consulting
Limited, a company registered in England under Company no. 04312380
whose registered office is at 45 Pall Mall, Times Place London, SW1Y
5JG ("AKC").



BACKGROUND:

		
	(A) 	AKC
provides, licenses and installs fully operational integrated business
systems solutions, including the provision of consultancy and other
services and of certain hardware, software programs and
peripherals.


		
	(B) 	Allied wishes to
implement its chosen business system solution and wishes AKC to supply
and implement the integrated business solution on the terms and
conditions set out herein.



IT IS AGREED as
follows:

		
	1. 	DEFINITIONS AND
INTERPRETATION


		
	1.1 	In this
Agreement, unless the context requires otherwise, the following
expressions shall have the following
meanings:





							
	Acceptance
Tests		means the tests designed to check
that the System complies with the
Specification;
	Acceptance Test
Criteria		means the basis upon which the detailed Acceptance
Tests will be designed to check that the System complies with the
Specification (developed in accordance with the processes described in
Schedule A) and the criteria in respect of the Deliverables as
described in Schedule H;
	Affiliate		means at
any time (i) any holding company or subsidiary company of a Party or
any company which is a subsidiary company of the holding company of a
Party or (ii) any company or entity (which shall include a partnership
or unincorporated body) directly or indirectly controlled by,
controlling or under common control with, a Party or any Affiliate of a
Party. The expressions "holding company" and
"subsidiary" shall have the meanings
respectively ascribed thereto by Section 736 of the Companies Act 1985
and the expression "control" shall mean the
ability to exercise or control at least fifty (50) per cent of the
voting rights (whether in respect of board or member voting) in the
relevant company or entity or, by rights, contracts or other means, the
ability to exercise decisive influence on the company or entity,
whether by ownership or the right to use all or part of the assets of
the company or entity or rights in respect of the composition, voting
or decisions of the company or entity or otherwise; and
"Allied's United Kingdom
Affiliates" shall mean the companies listed
below:
	




1











							
	 		•  Allied
Healthcare Holdings Limited
•  Medic-One Group
Limited
•  Balfor Medical Limited
•  Crystalglen Limited
•  Nightingale Nursing Bureau Limited
•  Staffing Enterprise Limited
•  Staffing Enterprise (PSV) Limited
•  Allied Healthcare (UK) Limited
•  Allied Oxycare Limited
•  Medigas Limited
	Agreement		means this agreement including its Clauses
and Schedules, as amended in accordance with Clause
25;
	AKC Persons		means each and all of
AKC's directors, employees, contractors and agents, as the case
may be and "AKC Person" shall mean any
one of them;
	Allied Default		means any breach
by Allied of the terms of this Agreement, any act of negligence of
Allied, any failure by Allied to carry out the Allied Dependencies or
any misrepresentation by Allied to AKC, except any delay or failure
resulting from circumstances beyond the reasonable control of
Allied;
	Allied Dependencies		has the meaning
given in Clause 4.1;
	Allied Location		means
the Allied CRP and Head Office Location set out at Schedule
C;
	Business Day		means any day that is not a
Saturday, Sunday or bank holiday in
England;
	Charges		means the amounts payable
by Allied to AKC for the Services, as set out in Schedule
G;
	Confidential Information		means, in
relation to a Disclosing Party, any and all data and information, in
written, oral or other form and whether or not marked as confidential,
relating to the business or management of the Disclosing Party or its
Affiliates, personnel or customers, and including the trade secrets,
drawings, specifications, designs and technology and business plans and
accounting records of the Disclosing Party. The terms of this Agreement
shall be treated as the Confidential Information of each Party.
However, Confidential Information shall not include any data or
information
which:
	







							
	(i)		is
in the public domain; or
	(ii)		comes into the
public domain through no fault of the Receiving Party and through means
other than by disclosure by the Receiving Party or any person to whom
the Receiving Party has disclosed the information;
or
	




2











							
	(iii)		is received by the
Receiving Party from a third party who was not under an obligation of
confidence regarding the information;
or
	(iv)		was already in the possession of the
Receiving Party before it was disclosed to the Receiving Party by the
Disclosing Party and the Receiving Party can demonstrate that
possession by documentary evidence to the Disclosing Party's
reasonable satisfaction;
	(v)		is disclosed
with the prior written consent of the Disclosing Party;
or
	(vii)		was independently developed by the
Receiving Party without the use of Confidential Information and the
Receiving Party can demonstrate that independent development by
documentary evidence to the Disclosing Party's reasonable
satisfaction;
	







							
	Consultant
Materials		means AKC's know-how, methods of work, working
papers, methodologies, processes, tools, techniques, skills,
experience, expertise and any associated or related information
maintained by AKC in any form (whether oral, written, visual,
electronic, in object code or source code or other) existing at the
date of this Agreement or developed by AKC, other than as a
Deliverable, including those arising solely out of and in the course of
the work carried out by AKC or its subcontractors as part of the
Services, except where tailored for or developed in conjunction with
Allied;
	Custom Software		means any software
or computer programs, data or code and any accompanying documentation
created by AKC for Allied as a Deliverable and described in the Custom
Software Specification in Schedule E, but excluding any Consultant
Materials;
	Deliverable		means an item of work
which is to be delivered by AKC to Allied as part of the Services. A
list of agreed Deliverables as at the date of this Agreement is set out
in Schedule H;
	Disclosing Party		has the
meaning given in Clause
21.1;
	Documentation		means the documents,
reports, technical or user manuals and guides with respect to the
operation, use and functions of the System and other material as
referred to in Schedule B hereto, as revised and updated from time to
time, and any additional documentation with respect to any
Updates;
	Equipment		means the hardware and
peripherals (including any operating systems or software incorporated
in the hardware or peripherals (but excluding the Custom Software and
the Software)) set out at Schedule B which are to be provided by AKC
under the terms of this Agreement, but excluding consumables, such as
disk packs and printing cartridges;
	




3











							
	Facilities		means the office
area power supplies, communications facilities, equipment, platforms,
networks, systems and other facilities which it will be necessary for
Allied to provide and maintain at the Allied Location for the
installation and operation of the Equipment and System as set out at
Schedule  C;
	Final Acceptance		means
the final acceptance of the System as described in Clause
7.4;
	Implementation Plan		means the timetable
for the implementation of the System set out in Schedule
F;
	Intellectual Property Rights		means
copyrights, database rights, registered designs, patents, trade marks,
service marks, design rights (whether registered or unregistered),
semiconductor topography rights, applications for any of the above,
trade secrets, rights of confidence and all other similar rights
recognised in any part of the world;
	Minor
Defect		means any error which does not interfere with the
effective use of the System or Deliverables or which is cosmetic in
nature including minor reporting and screen errors or minor deviations
from the expected operation of the Deliverables (including the
System);
	Non-Conformity		means a failure of
part or all of the System to conform in any material respect with the
Specification;
	Normal Working Hours		means
the period between the hours of 09:00 and 17:00 UK time on Business
Days;
	Oracle		means Oracle Corporation UK
Limited;
	Party		means, as the context
requires, either AKC or Allied and
"Parties" means both of
them;
	Product Description		means the
technical functional specifications for the performance and operation
of the Equipment (including any operational systems or software
incorporated therein) or Software, published by the relevant licensor
or manufacturer of each such component;
	Receiving
Party		has the meaning given in Clause
21.1;
	Sales Tax		means any sales, purchase or
turnover tax as may be applicable in any relevant jurisdiction,
including, without limitation, value added tax chargeable under or
pursuant to the Value Added Tax Act 1994 or the EC Sixth Directive
(77/388/EEC);
	Services		means the general
consultancy, computer systems analysis, design, implementation,
configuration, training, project management and other services to be
provided by AKC in accordance with this
Agreement;
	Software		means the applications
and computer programs or interfaces to be licensed to Allied from third
parties and listed in Table B1 in Schedule B;
	




4











							
	Specification		means the
specification for the performance and operation of the System as set
out in Schedule  E, as modified by agreement of the Parties in
accordance with the process set out in Clause
14;
	System		means the combination of
Software, Custom Software, and Equipment, and the Consultant Materials
to the extent that they are incorporated into any of the
foregoing;
	Updates		means any improvements,
subsequent releases, or iterations of the Software which are made
generally available to licensees or users by the relevant software
licensor; and
	Warranty Period		has the
meaning given in Clause
8.4.
	




		
	1.2 	The headings in
this Agreement are for reference purposes only and shall not affect the
meaning or construction of the clauses to which they
relate.


		
	1.3 	Words expressed in the
singular include the plural and vice-versa and words of one gender
include all genders.


		
	1.4 	Unless the
context otherwise requires, references in this Agreement to a statute
or statutory provision shall include a reference to that statute or
statutory provision as from time to time amended, modified, extended,
re-enacted or consolidated and all statutory instruments or orders made
pursuant to it.


		
	1.5 	The Schedules form
part of this Agreement and shall have the same force and effect as if
expressly set out in the body of this
Agreement.


		
	1.6 	Any phrase in this
Agreement introduced by the term "include",
"including", "in
particular" or any similar expression shall be construed
as illustrating and not limiting the sense of the words preceding that
term.


		
	1.7 	If there is any conflict
between the provisions of this Agreement (excluding the Schedules) and
the Schedules, the provisions of this Agreement (excluding the
Schedules) shall take precedence over the
Schedules.


		
	1.8 	The terms and conditions
set out in the letter between the Parties dated 27 November 2002 and
any subsequent variation or modification thereto shall in all respects
be superseded by this Agreement.


		
	2. 	COMMENCEMENT AND
TERM


		
	2.1 	This Agreement shall take
effect on the date this Agreement has been signed by both Parties and
shall continue until terminated by either Party under Clause 19. The
provision of Services by AKC shall commence on the date specified in
the Implementation Plan.


		
	3. 	SYSTEM
PROVISION


		
	3.1 	AKC shall at all times
in accordance with the terms and conditions of this Agreement, effect
delivery and installation of the System conforming to the Specification
and provide such other Services as are specified in Schedule A,
Schedule B and Schedule E in accordance with the Implementation Plan,
or otherwise on the reasonable direction of Allied.


		
	3.2 	AKC shall not replace the AKC Persons
named in Schedule A, except where this is unavoidable as a result of
circumstances beyond AKC's reasonable control (including illness
and resignation), without Allied's prior consent, such consent
not to be unreasonably withheld or
delayed.


		
	3.3 	AKC shall provide the
Deliverables in accordance with the Implementation Plan. AKC shall
notify Allied in writing as soon as practicable after AKC becomes aware
that it is 


5








		
	 	
likely not to meet any such date, giving
reasons for the delay. AKC shall take all steps necessary to minimise
the impact of the delay on the Implementation Plan, including using
additional resource to make up time in respect of later Deliverables.
Unless such delay is as a result of an Allied Default, the cost of any
such additional resource shall be at AKC's
expense.


		
	4. 	ALLIED DEPENDENCIES,
ALLIED LOCATION AND
FACILITIES


		
	4.1 	Allied acknowledges
that in order to enable AKC to perform AKC's obligations under
this Agreement, Allied must:


		
	4.1.1 	carry out the tasks allocated to
Allied in Schedule A, Schedule D and Schedule E in accordance with the
Implementation Plan;


		
	4.1.2 	provide AKC
with information (including by providing access to appropriate
personnel) which AKC may reasonably require from time to time;


		
	4.1.3 	co-operate and procure that relevant
employees, agents and sub-contractors co-operate and comply with the
reasonable instructions of AKC to enable AKC to proceed uninterruptedly
with the performance of this Agreement;


		
	4.1.4 	use its reasonable endeavours to
ensure that all information which it provides to AKC is complete and
accurate. AKC shall not be liable for any errors in the accuracy or
completeness of any information required to be provided by Allied;


		
	4.1.5 	provide the Facilities at the Allied
Location. Allied shall use reasonable endeavours to ensure that at all
times the Facilities remain appropriate and sufficient for the proper
operation of the System, the Equipment, the Custom Software and the
Software, in accordance with information provided to Allied by AKC in
respect of the Custom Software and the Software;


		
	4.1.6 	afford to the authorised personnel
of AKC or its agents or sub-contractors access to the Allied Location
and on reasonable notice provide adequate free working space AKC may
reasonably require for the performance of this Agreement, together the
"Allied Dependencies". Subject always
to Clause 4.6 Allied shall not be in breach of this Agreement or have
any liability to AKC for any failure to perform the Allied
Dependencies.


		
	4.2 	Allied shall advise
AKC of all rules, regulations, policies and procedures in place at the
Allied Location relating to health, safety or security and AKC shall
ensure compliance by its employees, agents or sub-contractor with all
such rules, regulations, policies or procedures.


		
	4.3 	AKC shall not carry out or be
responsible for the provision or installation of any hardware or
peripherals (other than the Equipment) at the Allied Location, which
work shall be undertaken by Allied at its own expense where necessary.
AKC shall not carry out or be responsible for the removal of doors,
widening of entrances or any other structural work of any description
for the purpose of moving the Equipment to or installing it at the
Allied Location, which work shall be undertaken by Allied at its own
expense where necessary.


		
	4.4 	If in the
reasonable opinion of AKC or Allied it is necessary to remove or
otherwise disconnect any of Allied's existing equipment at the
Allied Location in order to carry out the installation of the System,
then Allied shall permit, and obtain all necessary consents for, such
removal and/or disconnection and shall give AKC all necessary
assistance to enable such work to be carried out.


		
	4.5 	For the avoidance of doubt, Allied is
responsible for establishing back-up procedures to protect and recover
its data, the Software and the Custom Software. AKC has no
responsibility in this regard or liability in the event that
Allied's data, the Software and/or the Custom Software are
deleted or altered through the installation or operation of the System
unless caused by AKC. In the event that Allied's data, the
Software and/or the 


6








		
	 	
Custom Software are deleted or altered through
the installation or operation of the System, Allied will use its backup
procedures to restore its data, the Software and/or the Custom
Software. Such backup procedures shall include maintaining backups on
at least a daily basis.


		
	4.6 	If AKC is
prevented or delayed from performing its obligations under this
Agreement by reason of any Allied Default then AKC shall as soon as
reasonably practical notify Allied of the relevant Allied Default and
Allied shall:


		
	4.6.1 	use reasonable
endeavours to remedy the Allied Default as soon as practicable, to the
extent such default is remediable; or


		
	4.6.2 	if Allied is unable to remedy the
Allied Default promptly it shall notify AKC as soon as practicable
and:


			
	 	(i)	AKC
shall prepare a revised timetable (including an Implementation Plan if
appropriate) to take into account the impact of the Allied Default but
which minimises as far as practically possible the prevention of or
delay in performance of AKC's obligations; and


			
	 	(ii)	Allied shall
grant to AKC an extension of time for the performance of its
obligations to take into account the delay, provided that such
extension shall not exceed the period of the delay;. and(iii)if the
delay persists for more than 10 Business Days, AKC shall calculate the
reasonable costs sustained thereafter in respect of the AKC Persons
prevented or delayed in performing the Services. Unless otherwise
agreed such costs shall be calculated on a time and materials basis by
applying the composite rate specified in paragraph 3.1 of Schedule G to
the number of Business Days that AKC Persons are prevented or delayed
in performing the Services. AKC shall not incur any avoidable costs and
shall take such action as is reasonably necessary to mitigate any costs
(including where practical, redeploying such AKC Persons). Allied shall
pay such costs to AKC within 30 days of receiving an invoice detailing
the period of prevention or delay and the calculation of the
costs.


		
	5. 	TITLE TO AND RISK IN THE
EQUIPMENT


		
	5.1 	The legal and
beneficial ownership of the Equipment (and any operating systems
incorporated in any Equipment) shall pass to Allied on delivery of the
relevant Equipment to the Allied
Location.


		
	5.2 	Risk in the Equipment
shall pass to Allied on Acceptance of the Equipment at the Allied
Location and accordingly Allied shall be responsible for insuring the
Equipment against all normal risks with effect from the time risk
passes.


		
	5.3 	Risk in the media on which
the Software or Custom Software is recorded shall pass to Allied on
delivery to the extent only that Allied takes possession of such media
on delivery.


		
	6. 	INTELLECTUAL
PROPERTY RIGHTS AND THIRD PARTY SOFTWARE
LICENCES


		
	6.1 	All details, documents
and other business information (including Confidential Information)
made available by Allied or its Affiliates to AKC during the term of
this Agreement shall remain the property of Allied or its
Affiliates.


		
	6.2 	Subject to Clause 6.3,
ownership of copyright, database rights and all other Intellectual
Property Rights in each Deliverable (including the Custom Software)
shall vest in Allied on its creation subject to the terms and
conditions in this Clause 6. In order to give effect to a transfer or
assignment of the Intellectual Property Rights in the Deliverable that
Allied may reasonably require, AKC shall execute, and shall procure
that its employees and sub-contractors execute, any reasonable
documentation supplied by Allied at Allied's
cost.


		
	6.3 	Allied shall not require AKC
and AKC shall not be obliged to transfer or assign: (i) 


7








		
	 	
copyright in any part of a Deliverable that
may be owned by a party other than AKC, its Affiliates, and its and
their employees and sub-contractors (including consultants)
("Third Party Materials"); (ii)
copyright in Consultant Materials, all Intellectual Property Rights
therein remaining vested in AKC.


		
	6.4 	AKC
will procure on behalf of Allied:


		
	6.4.1 	the grant of a licence for the
Oracle Software modules specified in paragraph 1 of Schedule B on the
terms set out in Schedule J including, for the avoidance of doubt, a
perpetual right of use in the United Kingdom and Ireland only for both
Allied and Allied's United Kingdom Affiliates; (which terms shall
take precedence in the event of conflict over the terms of this
Agreement) ('Licence'). Allied hereby gives AKC its
express consent that it accepts such terms included in the Licence and
that the applicable order to the relevant supplier is subject to and
incorporates the terms and conditions of the Licence. Allied hereby
accepts and agrees that the Licence is an individual licence directly
between the relevant supplier and Allied and that the
You' and
Your' referred to in the Licence refers
to Allied; and


		
	6.4.2 	the grant of a
licence to use any Intellectual Property Rights required in order to
use any Equipment supplied by AKC under this Agreement (including
Intellectual Property Rights relating to any operating systems
incorporated in such Equipment) on the standard terms of the third
party supplier of such
Equipment.


		
	6.5 	AKC shall ensure that it
has obtained all licences it requires in respect of any other third
party Intellectual Property Rights necessary for AKC to carry out the
Services. Performance by AKC of its obligations hereunder is
conditional on Allied at all times complying with all terms of all the
Licence and licences granted in Clause
6.4.


		
	6.6 	To the extent that the matters
excluded in Clause 6.3 above are incorporated in or required in
connection with a Deliverable, and are not covered by the licences
procured under Clause 6.4, AKC shall grant or procure the grant to
Allied of a worldwide, perpetual, irrevocable, royalty free licence to
use and sub-license use of the same for Allied's Normal Business
Use, and the Normal Business Use of Allied's Affiliates, and AKC
will take all necessary steps to give effect to this Clause.
'Normal Business Use' for the purposes of this
Clause 6 shall mean the right to develop, modify and maintain the
Deliverables and to grant any agent or sub-contractor a sub-licence to
use the Deliverables solely to provide services (including systems
integration, maintenance, outsourcing, disaster recovery or other
support services) to Allied or its Affiliates in respect of the
Deliverables, such sub-licence to terminate on termination of such
services. Normal Business Use will not include any arrangement that
enables a third party to use Consultant Materials for any purpose other
than to provide such services.


		
	6.7 	For
the purposes of delivering Services to Allied or other clients, AKC and
other AKC Persons shall be entitled to use or develop knowledge,
experience and skills of general application gained through performing
the Services. Allied hereby grants a perpetual, non-exclusive licence
to copy and use the Deliverables for archiving, and inclusion within
AKC's internal knowledge management repositories, and for the
purposes of training AKC's internal staff. AKC accepts and agrees
that it shall not be entitled to disclose, sell, license or dispose of
any Deliverable to any third party, or use the Deliverable to provide
services to any third party, without Allied's prior written
consent. Nothing in this Clause limits AKC's obligations in
respect of Confidential Information under Clause 21.


		
	6.8 	Notwithstanding Clause 6.6, in the
event that Allied (i) does not make full payment of undisputed Charges
in accordance with Clause 18; or (ii) is in material breach of the
licence conditions set out in Clause 6.6, then AKC may at its
discretion terminate Allied's licence to use Consultant Materials
and the Third Party Materials.


8








		
	6.9 	AKC shall
provide Allied with source code for the Custom Software as part of the
Deliverables. AKC shall, within 30 days of a written request, provide
Allied with a copy of Oracle's Escrow Order Agreement to enable
Allied to determine whether Allied wishes to enter into a direct escrow
agreement with Oracle 's escrow agent.


		
	7. 	ACCEPTANCE


		
	7.1 	AKC
shall, where viable, conduct internal tests prior to delivery of any
element of the System to ensure that such element performs in all
material respects in accordance with the Specification, and shall
provide Allied with the test results and advise Allied that the element
of the System is ready for Acceptance Testing.


		
	7.2 	The Acceptance Tests shall be conducted
in accordance with Schedule A. Unless otherwise agreed each Acceptance
Test shall be carried out over a mutually agreed period of five (5)
consecutive Business Days within fifteen (15) days of the date of
AKC's relevant notice of part or all of the System's
readiness for Acceptance
Tests.


		
	7.3 	Subject to Clause 7.5, Allied
shall give written notice of acceptance of each part of the System to
AKC upon satisfactory completion of the relevant Acceptance Tests if no
Non-Conformity (which is capable of being reproduced or of which there
is other evidence) has been found during such tests.


		
	7.4 	Subject to Clause 7.5, Allied shall
give written notice of full and final acceptance ('Final
Acceptance') to AKC of the whole System upon satisfactory
completion of the final Acceptance Tests of the whole System
('Final Acceptance Tests') if no Non-Conformity
(which is capable of being reproduced or of which there is other
evidence) has been found during such tests. Final Acceptance shall be
without prejudice to Allied's rights and remedies in respect of
any breach of this Agreement by AKC. In addition, acceptance of any
part of the System which is tested in advance of the remainder shall be
without prejudice to Allied's right to submit such part to a
further test when the whole System is available for Final Acceptance
Testing and to reject the whole (including the part already tested) if
it fails to achieve Final
Acceptance.


		
	7.5 	Acceptance in respect of
any Deliverable and Final Acceptance shall only occur when Allied is
satisfied that the relevant Acceptance Tests have been met and has
signed and issued to AKC an acceptance certificate in a form agreed
between the parties. Notwithstanding the foregoing, Acceptance and
Final Acceptance shall be deemed to have occurred if AKC has not
received notification of any Non-Conformity within fourteen (14) days
of completion of all relevant Acceptance
Tests.


		
	7.6 	Upon notification by Allied
of a Non-Conformity identified during Acceptance Tests AKC shall as
soon as reasonably practical and within five (5) Business Days (unless
a longer period is reasonably required, in which case within a period
agreed at the time of notification) correct the Non-Conformity. Allied
and AKC shall then have an additional fifteen (15) Business Days from
the date of AKC's notice of readiness for re-testing to conduct
Acceptance Tests of that part of the System subject to the
Non-Conformity in accordance with Clauses 7.2 to 7.4 above. The
Acceptance Test agreed period shall not be suspended or extended or
acceptance withheld unless the Non-Conformity prevents effective
completion of the Acceptance
Tests.


		
	7.7 	In the event of a second
occurrence of the same Non-Conformity AKC shall work diligently to
remedy the Non-Conformity within five (5) Business Days (unless a
longer period is reasonably required, in which case within a period
agreed at the time of notification of the second occurrence) and when
such Non-Conformity is corrected Allied and AKC shall re-test the
relevant part of the System in accordance with the procedure set out at
Clauses  7.2 to 7.4 above.


		
	7.8 	If
AKC is unable to remedy the Non-Conformity in Clause 7.6 or the
unaccepted parts of the System demonstrate the same Non-Conformity
during a third test then Allied shall have the option to:


9








		
	7.8.1 	in the
event that both parties believe a reasonable resolution to the
Non-Conformity can be achieved by AKC within a reasonable timeframe
acceptable to Allied, then Allied may require AKC to supply such
additional services to rectify the Non-Conformity as may be necessary
to enable the Acceptance Tests to be completed successfully; or


		
	7.8.2 	agree with AKC a process to
determine the cause of the Non-Conformity and make appropriate
recommendations for its resolution. In the event that the Parties are
unable to agree such a process within seven (7) days then Allied may
refer the Non-Conformity to an independent expert agreed by the Parties
or, if no such agreement is reached within 7 days of Allied's
election to make such reference, appointed by the then current
President of the British Computer Society, and such expert shall,
acting as expert and not as arbitrator, determine the cause of the
Non-Conformity and make such recommendations as he may deem appropriate
for its resolution. Costs of such reference shall be borne by AKC.
Allied and AKC shall give proper consideration to such recommendations.
If, taking into consideration the recommendations of the expert, AKC
believes a reasonable resolution to the Non-Conformity can be achieved
by AKC, AKC may implement such resolution within a reasonable time of
receiving such recommendations; or


		
	7.8.3 	in the event that both Parties do
not believe a reasonable resolution to the Non-Conformity can be
achieved by AKC within a reasonable timeframe acceptable to Allied,
then Allied may accept the whole or any part of the System as it shall
decide subject to such abatement of Charges agreed between the Parties
as may be reasonable in the circumstances and without warranty in
respect of such Non-Conformity; or


		
	7.8.4 	if none of Clauses 7.8.1 to 7.8.3
applies then Allied may terminate this Agreement in which event Allied
may require AKC to
either:


			
	 	7.8.4.1	refund
to Allied any part of the Charges which may have been paid to AKC in
respect of this Agreement for the Custom Software Documentation and any
other Deliverables (other than the Equipment and the Software) and
Allied shall return to AKC at AKC's request the Custom Software
Documentation and any other Deliverables (other than the Equipment and
the Software) which may have been provided by AKC at the date of such
termination;
or


			
	 	7.8.4.2	refund to
Allied all of the Charges which may have been paid to AKC in respect of
this Agreement for the Equipment, Software, Custom Software,
Documentation and any other Deliverables and Allied shall return to AKC
at AKC's request the Equipment, Software, Custom Software
Documentation and any other Deliverables which may have been provided
by AKC at the date of such
termination.


		
	7.9 	Notwithstanding the
provisions of Clauses 7.1 to 7.8 Allied shall not (i) unreasonably
withhold Acceptance during the second or third Acceptance Tests or (ii)
unreasonably withhold Final Acceptance during Final Acceptance Tests,
where any Non-Conformity is a Minor Defect. If any Minor Defects are
outstanding at the time of Final Acceptance, AKC shall, at
Allied's request, remedy such defect free of charge.


		
	7.10 	In the event that Allied places the
System or any part thereof in live operation or production or otherwise
uses the System for any purpose except Acceptance Testing or training
before Final Acceptance has occurred then it does so at its own risk
until such time as any Non-Conformity has been remedied by AKC. To the
extent that any Non-Conformity exists in such System or part thereof
the Parties shall continue to comply with their respective obligations
set out in this Clause 7 in respect of the Non-Conformity except that
(i) Allied shall not be entitled to the remedy set out in Clause 7.8.4;
and (ii) the warranty provided under Clause 8.4 shall commence from the
date that Allied places the System or part thereof in live operation or
production or otherwise uses the System for any purpose except
Acceptance Testing or training and not the date of Final
Acceptance.


		
	7.11 	In the event that a
Non-Conformity arises out of (i) the inaccuracy or incompleteness of
any information supplied by Allied, or (ii) the Software or Equipment
fails to perform 


10








		
	 	
substantially in accordance with the Product
Description provided by the relevant manufacturer of the Software or
Equipment, then AKC shall not be liable for any such Non-Conformity and
Allied shall promptly pay to AKC the Charges which would otherwise be
due. At Allied's request AKC shall prepare a Proposal in
accordance with the change control procedures in Clause 14 to correct
any such Non-Conformity which may include a work around or a change to
the Specification.


		
	7.12 	Upon Final
Acceptance Allied shall pay to AKC the relevant Charges in accordance
with Clause 18.3 of this Agreement.


		
	7.13 	All AKC services in correcting any
Non-Conformity after initial Acceptance Testing of each relevant part
of the Services but prior to Final Acceptance by Allied of such part
shall be provided free of charge, provided however that AKC shall not
be obligated to provide services free of charge that arise from, among
other things, any change in the Specification or Product Description
requested by Allied that has not been agreed through the Change Control
process set out in Clause
14.


		
	8. 	WARRANTIES AND
UNDERTAKINGS


		
	8.1 	AKC warrants and
undertakes that the Services and its obligations under this Agreement
shall be
performed:


			
	 	8.1.1	in
a professional manner with reasonable skill and care and in accordance
with the Implementation
Plan;


			
	 	8.1.2	by
appropriately skilled and qualified persons who have the necessary
expertise to perform AKC's obligations under this Agreement;
and


			
	 	8.1.3	in
compliance with the governing laws set out in Clause
31.


		
	8.2 	AKC warrants and undertakes
that:


			
	 	8.2.1	prior to
Acceptance Testing it shall conduct a virus check of the Software, and
the Custom Software using commercially available virus checking
software;


			
	 	8.2.2	the
Custom Software shall be free from material errors, defects and
faults;


			
	 	8.2.3	the
System shall comply in all material respects with the Specification;
and


			
	 	8.2.4	the
Documentation shall be of a sufficient standard to enable trained
Allied staff to use and develop the
System.


		
	8.3 	AKC warrants that it has the
authority and power to perform its obligations under this Agreement and
that it will have the authority to grant the rights granted to Allied
and its Affiliates under this Agreement at the date of any such
grant.


		
	8.4 	Except as otherwise agreed by
Allied in the context of Clause 7.8.3 and subject to Clause 8.5 AKC
warrants that, for a period of one hundred and twenty (120) days from
Final Acceptance (the "Warranty
Period"), the System shall perform in all material
respects in accordance with the Specification and any Change Requests.
Except in the event that AKC is unable to correct the error giving rise
to the breach of this warranty within a time period reasonably
acceptable to Allied, Allied's sole remedy for breach of this
warranty shall be the correction by AKC, at AKC's cost, of the
error giving rise to such breach. This warranty shall not apply to the
extent that Allied modifies the System or the Custom Software or the
Software except in the event that such modification is made with
AKC's prior written consent.


		
	8.5 	In the event that AKC procures on
behalf of Allied the grant of a licence for Software in accordance with
the provisions of Clause 6.4, AKC gives no representation or warranty
to the fullest extent permitted by law that any such Software will
perform in accordance with the Product Description provided by the
licensor of such Software. Allied agrees that its sole warranties and
remedies in respect of the failure of such Software to perform in



11








		
	 	
accordance with the Product Description are
provided by the third party licensor of such Software, except where
such failure has been caused as a result of any act or omission of
AKC.


		
	8.6 	AKC shall remain liable to
Allied for all statements, representations and recommendations made to
Allied in the "Review of Business Systems Selection for
Allied Healthcare: Final Report - 26 June 2003", a copy of
which is attached to this Agreement as Annex 1. AKC acknowledges that
in entering into this Agreement Allied has relied on that
report.


		
	8.7 	The Parties shall conduct
regular virus checks of their own respective electronic mail systems
using commercially available virus checking software. In the event
either Party detects a virus which could affect the other Party it
shall notify the other Party as soon as reasonably practical and take
all reasonable steps to prevent the virus being transmitted by
electronic mail to the other Party.


		
	8.8 	Notwithstanding the warranties
contained in this Clause 8 AKC shall not be responsible for any breach
of warranty by reason or to the extent that such breach of warranty
arises as a result of any Allied Default or the inaccuracy or
incompleteness or incompatibility or otherwise of any information
supplied by Allied.


		
	8.9 	AKC makes no
representation and gives no warranty that the System shall be error
free or operate in an uninterrupted
manner.


		
	8.10 	Each Party warrants to the
other that:


			
	 	8.10.1	it has the full
power and authority to enter into this Agreement and to perform its
obligations under this Agreement; and


			
	 	8.10.2	this Agreement
is executed by its duly authorised representative.


		
	8.11 	Allied warrants and undertakes
that:


			
	 	8.11.1	it is
not aware of any matters within its reasonable control which may or
will adversely affect its ability to perform its obligations in
accordance with this Agreement; and


			
	 	8.11.2	it will ensure
that it remains entitled during the term of this Agreement to install
and use the Software and any other software provided by
Allied.


		
	8.12 	To the fullest extent
permitted by law, the warranties set out in this Clause 8 are in lieu
of all other warranties, express, implied or statutory including but
not limited to any such representation or warranty that may be implied
or otherwise given during any course of dealing or trade and any
implied warranties of quality or fitness for a particular
purpose.


		
	9. 	INTELLECTUAL PROPERTY
RIGHT INDEMNITY


		
	9.1 	AKC will defend
at its own expense any claim or suit (a
"Claim") brought or threatened against
Allied or any of its Affiliates to the extent such Claim alleges that
possession or use by Allied or its Affiliates in accordance with the
terms of this Agreement of any item provided or licensed by AKC to
Allied under this Agreement (including without limitation the Custom
Software, the Deliverables and the Consultant Materials, but excluding
the Software) (the "Product")
infringes the Intellectual Property Rights of any third party, and will
indemnify and pay all losses, and damages incurred by Allied and its
Affiliates on account of such Claim together with all reasonable costs
and expenses (including reasonable legal fees) incurred by Allied and
its Affiliates as a direct result thereof, provided that AKC is given
(i) prompt written notice of the Claim; (ii) all reasonable information
and assistance which it may require to defend the Claim; (iii) sole
control of the defence of the Claim and of all negotiations for its
settlement or compromise; and provided that the alleged infringement
does not result from any alterations, modifications or enhancements
carried out by Allied or its Affiliates or on its/their behalf by a
third party or the use of the Product in a manner of which AKC has not
given prior, written approval 


12








		
	 	
or in conjunction with other software or
equipment or facilities (including telecommunications systems) other
than the Facilities and provided that Allied does not incur any
avoidable costs and expenses without the prior written consent of
AKC.


		
	9.2 	If, in AKC's opinion,
the Product is or is likely to become the subject of a Claim, or if the
Services are found to be infringing by a court of competent
jurisdiction, AKC will, at AKC's option, either:


		
	9.2.1 	procure for Allied the right to
continue using or sublicensing such Product, or


		
	9.2.2 	replace or modify such part of the
Product without significantly affecting the functionality or
performance so that it becomes non-infringing and Allied shall make no
further use of the Product or any copies thereof in unmodified form,
or


		
	9.2.3 	if neither of the foregoing
alternatives is commercially reasonable, AKC shall use all reasonable
endeavours to recommend a replacement or modification which changes the
functionality or performance so that the Product becomes non-infringing
and which is commercially reasonable for Allied. If Allied accepts such
a recommendation AKC shall replace or modify such part of the Product
by changing the functionality or performance so that it becomes
non-infringing and Allied shall make no further use of the Product or
any copies thereof in unmodified form. If Allied does not accept such a
recommendation AKC shall refund to Allied any monies paid in respect of
the relevant part of the Product together with any monies paid in
respect of other parts of the Product which are rendered useless as a
result of the infringing Product (in the case of Equipment, subject to
straight line depreciation over a five-year period).


		
	9.3 	AKC will not defend or indemnify Allied
against damages and costs and expenses in respect of any Claim which
arises from Allied's continued use of an unmodified Product which
infringes any third party Intellectual Property Rights where AKC has
replaced or modified such part of the Product so that it becomes
non-infringing.


		
	9.4 	AKC shall not be
liable to Allied under this Clause 9 or otherwise for any loss or
damage suffered by Allied arising from fraud, misrepresentation,
withholding of information material to the Services or other default
relating to such material information on Allied's part.


		
	9.5 	The foregoing states the entire
obligations of AKC with respect to infringement of Intellectual
Property Rights of third
parties.


		
	10. 	LIMITS OF
LIABILITY


		
	10.1 	Nothing in this
Agreement shall serve to limit either Party's liability in
respect of:


			
	 	10.1.1	death or
personal injury caused by or arising from that Party's
negligence; or


			
	 	10.1.2	fraud; or


			
	 	10.1.3	any fraudulent
pre-contractual misrepresentations made by AKC on which Allied can be
shown to have relied.


		
	10.2 	Neither
Party shall in any event be liable to the other whether in contract,
tort (including negligence) or for breach of statutory duty or in any
way whatsoever for loss of profit or of business, loss of opportunity,
loss of anticipated savings or for any indirect or consequential losses
whatsoever including arising out of the use or inability to use the
System even if such damages or losses were reasonably foreseeable or if
AKC has been advised of the possibility of such damages or losses,
except in respect of the following categories of losses if incurred by
Allied (including as a result of any claim made by a third party
against Allied): any losses resulting from Allied's, or any of
Allied's United Kingdom Affiliate's (i) inability to raise
or delay in raising sales invoices (ii) inability to collect or delay
in collecting cash, (iii) inability to pay or delay in paying
employees, and (iv) breach of its statutory or regulatory
obligations.


13








		
	10.3 	Subject to
Clauses 9.1 and 10.1 and 10.2 and notwithstanding anything else in this
Agreement either Party's total aggregate liability to the other
with respect to this Agreement in contract, tort (including negligence
or breach of statutory duty) or otherwise arising in connection with
this Agreement shall be limited to £3 million (three million
pounds).


		
	10.4 	Except for actions for
non-payment or infringement or breach of confidentiality obligations or
proprietary rights no action, regardless of form, arising out of this
Agreement may be brought by either Party more than six (6) years after
the facts giving rise to the cause of action have occurred, regardless
of whether those facts by that time are known to, or reasonably ought
to have been discovered by the
claimant.


		
	11. 	ASSIGNMENT/SUB-CONTRACTORS


		
	11.1 	Save in respect of any assignment by
Allied to an Allied Affiliate and save in respect of any assignment by
AKC to an entity that is a direct or indirect subsidiary of Atos Origin
S.A., neither Party shall be entitled to assign, transfer or otherwise
dispose of the benefit or the burden of this Agreement without the
other Party's prior written consent, which consent shall not be
unreasonably withheld or delayed.


		
	11.2 	AKC is permitted to sub-contract the
software development and training parts of the Services and further any
non-material part of its obligations under this Agreement without the
consent of Allied. Subject to the foregoing, AKC may only sub-contract
any other material part of its obligations under this Agreement with
the prior written consent of Allied. Notwithstanding the foregoing AKC
shall not be relieved from any of its liabilities or obligations
hereunder by engaging the sub-contractor; and shall be and remain
solely responsible for all and any payments to be made to any of its
sub- contractors.


		
	12. 	INDEPENDENT
CONTRACTORS


		
	 	Nothing in this
Agreement shall be construed as establishing or implying any
partnership or joint venture between the Parties, and nothing in this
Agreement shall be deemed to constitute either of the Parties as agent
of the other or authorise either Party to bind the other or to make the
other liable in respect of any agreement, act or statement.


		
	13. 	THIRD PARTY RIGHTS


		
	 	Nothing in this Agreement shall confer,
or is intended to confer, on any third party any benefit or the right
to enforce any term of this Agreement under the Contracts (Rights of
Third Parties) Act 1999, except in respect of Allied's United
Kingdom Affiliates. However, the Parties to this Agreement may rescind,
vary, amend or terminate this Agreement without the consent of any of
Allied's United Kingdom Affiliates, notwithstanding that any of
Allied's United Kingdom Affiliates may have relied on, or
indicated assent to, any term of this
Agreement.


		
	14. 	CHANGE
CONTROL


		
	14.1 	Before Final Acceptance
of the System, Allied shall be entitled to request changes to the
Services, the Specification or the System. In the event Allied wishes
such changes, Allied shall furnish AKC with a description of the
changes sought ("Change Request"), in
sufficient detail to permit AKC to develop a proposal
("Proposal") for Allied's
consideration.


		
	14.2 	On its receipt, AKC
shall review the Change Request and, if and as required from time to
time, AKC may request additional information from Allied in respect of
such Change Request.


		
	14.3 	AKC shall
prepare and submit a Proposal to Allied within five (5) days (or such
longer time as the Parties may agree in the event that the Change
Request is complex or the preparation of the Proposal will adversely
impact AKC's obligations under this Agreement) setting out price
(if any), delivery and other relevant provisions which arise out of the



14








		
	 	
Change Request. Any pricing in respect of
Change Requests will be based on the rates for Change Requests set out
in Schedule G. No charge shall be made in respect of any Change Request
to the extent that the Change Request arises as a result of a breach by
AKC of this Agreement.


		
	14.4 	On receipt
of AKC's Proposal, Allied shall have fourteen (14) days in which
to notify AKC of its acceptance of the Proposal. Failure to accept the
Proposal within this period shall be deemed to be rejection of
AKC's Proposal.


		
	14.5 	If the
Proposal is accepted by Allied, AKC and Allied shall execute a schedule
to be appended to this Agreement containing the Change Request, the
Proposal and full provisions with respect to the delivery,
installation, acceptance testing, cost and payment terms of such
changes and any other relevant terms, and the Parties shall comply with
their respective obligations in respect of such changes. The terms of
this Agreement shall apply, mutatis mutandis, to the performance
of Change Request to the extent that they are not amended by the
Parties in that schedule.


		
	15. 	SUPPORT


		
	15.1 	AKC
shall not provide support and maintenance services under this Agreement
except for:


			
	 	15.1.1	the limited post
production support provided as part of the Services and described in
Schedule
A;


			
	 	15.1.2	support for
the Equipment listed in Schedule B which shall be procured by AKC on
behalf of Allied from Hewlett Packard Limited for a three year period
with effect from the date of delivery of the Equipment, on the terms
which are attached at Annex 2;


			
	 	15.1.3	technical
support for the Oracle Software licences and modules listed in table B1
of Schedule B, which shall be procured by AKC on behalf of Allied for a
three year period ending on 25th November 2005, under Oracle's
technical support policies (the current version of which is set out
at

http://oracle.com/support/index.html?policies.html,
and which are subject to change and may contain additional terms, all
such terms of which shall take precedence in the event of conflict over
the terms of this Agreement). The Parties acknowledge that AKC procured
an undertaking from Oracle to provide such support prior to the date of
this Agreement and that the three year period commenced in November
2002. In respect of the year 26th November 2003 to 25th November 2004
and the year 26th November 2004 to 25th November 2005, the sum of
£176,000 per annum in payment for these support services will be
invoiced by Oracle and paid direct to Oracle by Allied. No payments are
due to AKC in respect of the Oracle support services procured pursuant
to this Clause.


		
	15.2 	To the extent that
Allied requests that AKC procures on behalf of Allied any technical
support services in relation to any upgrade or change to the Software
licences and modules listed in table B1 of Schedule B, or the Equipment
listed in table B2 of Schedule B (including for the avoidance doubt
increases in the number of users) then this shall be dealt with through
the change control process set out in Clause 14. No Updates in relation
to the Custom Software, will be provided except as may be agreed
through the change control process set out in Clause 14.


		
	16. 	DISPUTE
RESOLUTION


		
	16.1 	If during the term
of this Agreement a dispute arises relating to this Agreement or any
related matter and the Parties cannot reach agreement, the unresolved
matter will in the first instance be escalated internally to the
Finance Director for Allied and the Managing Director who is designated
as the CIM Consulting Industry Leader for AKC. In the event that the
matter is not resolved at this first escalation the matter shall be
referred as soon as reasonably possible to the Chief Executive Officer
for Allied and the Managing Director who is designated as the Head of
UK Consulting for AKC.


15








		
	16.2 	If after a
period of 14 days following the final referral under Clause 16.1 the
dispute has not been resolved, the parties shall participate in
mediation to try to resolve the dispute. The mediator shall be selected
by agreement of the parties or failing agreement shall be chosen at the
request of either party by the Centre for Dispute Resolution. The
mediation shall be held as soon as reasonably practicable at a suitable
neutral venue and shall be attended by personnel of each party
sufficiently senior to reach a resolution of the
dispute.


		
	16.3 	Nothing in this Clause 16
will restrict, at any time while the above dispute resolution
procedures are in progress or before or after they are invoked, either
Party's freedom to commence legal proceedings.


		
	17. 	NOTICES


		
	17.1 	All
notices shall be given in writing at the addresses specified in
Clause17.2, and be delivered by hand or sent by or first class post.
Any notice delivered or sent as the case may be by (i) hand shall be
deemed to have been served at the time of delivery; and by (ii) first
class post shall be deemed to have been served two (2) Business Days
after posting; provided that where in the case of delivery by hand such
delivery or transmission occurs either after Normal Working Hours on a
Business Day or on a day other than a Business Day service will be
deemed to have occurred at 10 am on the following Business Day (such
times being local time at the address of the
recipient).


		
	17.2 	For the purposes of
this Clause, the addresses are as
follows:





							
	For
Allied		For AKC
	For the attention of: Chief
Finance Officer		For the attention of The Head of Commercial and
Corporate Affairs
	Address: Allied Healthcare (UK)
Limited a Stone Business Park, Brooms Road, Stone,
Staffs ST15
OTL		Address: 45 Pall mall, Times Place, London SW1Y,
5JG


	 		Copy to: Tim
Manasseh
	 		Address: 10th Floor, 1 Canada
Square, Canary Wharf, London, E14
5AB
	or such other address as may be
notified in writing from time to time by the relevant Party to the
other
Party.
	




		
	18. 	CHARGES


		
	18.1 	In
consideration of AKC performing its obligations under this Agreement,
Allied shall pay the Charges in accordance with Schedule  G and
such charges shall be fixed unless varied in accordance with this
Agreement.


		
	18.2 	The Charges set out in
Schedule G and other charges hereunder are exclusive of all Sales
Tax.


		
	18.3 	Invoices will be issued by
AKC in accordance with Schedule  G and shall contain sufficient
information to enable Allied to verify the Charges included in them.
Payment shall be made by Allied within thirty (30) days after receipt
of an undisputed invoice containing such information. AKC may apply a
late payment charge of one (1)% per annum above Barclays
Bank's base rate on any overdue amount which is unpaid for thirty
(30) days or
more.


		
	19. 	TERMINATION


		
	19.1 	Either Party may immediately at any
time by notice in writing terminate this Agreement (in whole or in
part) as from the date of such notice if the other Party:


			
	 	19.1.1	is unable to
pay its debts when they fall due or becomes insolvent;


16








			
	 	19.1.2	enters
into or proposes to enter into any compromise or arrangement with its
creditors, or convenes any meeting of its creditors, commits any act of
bankruptcy or is subject to an order or a resolution for its
liquidation, administration, winding up or dissolution (other than for
the purposes of a solvent amalgamation or
reconstruction);


			
	 	19.1.3	has
a liquidator, receiver, administrator, investigator, statutory manager
or similar officer appointed over any or all or any substantial part of
its assets; or


			
	 	19.1.4	ceases to carry
on or threatens to cease to carry on all or substantially all of its
business or is deemed to be unable to pay its
debts.


		
	19.2 	Either Party may at any time
by notice in writing to the other Party terminate this Agreement (in
whole or in part) immediately if the other Party is in:


			
	 	19.2.1	material or
persistent breach of this Agreement where such breach is incapable of
remedy; or


			
	 	19.2.2	material or
persistent breach of this Agreement where such breach was capable of
remedy and the defaulting Party shall have failed to remedy such breach
within 30 Business Days of receiving written notice of such breach
(such request to contain a warning of such Party's intention to
terminate).


		
	19.3 	Allied may terminate
this Agreement at any time upon giving not less than thirty (30)
Business Days' written notice to AKC.


		
	19.4 	Termination in accordance with this
Clause 19 shall not prejudice or affect any right of action or remedy
or liabilities of either Party which shall have accrued or shall
thereafter accrue to the non-defaulting Party nor shall it affect the
Clauses in this Agreement which are expressly or by implication
intended to continue in force on or after termination or expiry of this
Agreement (or, for the avoidance of doubt the provisions of Clause 6
and licences granted
thereunder).


		
	20. 	CONSEQUENCES OF
TERMINATION


		
	20.1 	Upon termination
of this Agreement by AKC in accordance with Clause 19.1 or 19.2, or by
Allied in accordance with Clause 19.3, Allied shall pay AKC its costs
on a time and materials basis at AKC's rates specified in
Schedule G for all work carried out (and not yet invoiced) by AKC under
the Agreement up to the date of termination together with the
reasonable cost of materials and goods ordered by AKC in relation to
Services to be supplied under the Agreement for which AKC has paid or
is legally bound to pay; and any cancellation charges and/or other
payments which AKC is contracted to make to its contractors; and the
reasonable cost of removal from the Allied Location of any property of
AKC. AKC shall use its reasonable endeavours to minimise such costs and
other amounts. AKC shall not be entitled to claim any other loss,
damage, cost or expense from Allied in relation to the early
termination of this Agreement.


		
	20.2 	Upon
termination of this Agreement by Allied in accordance with Clauses 19.1
or 19.2 Allied shall not be liable to make any further payments to AKC
except for those Charges which were eligible to be invoiced by AKC in
accordance with Clause 18.3 at the date of termination and AKC shall
provide Allied with any Custom Software or other Deliverables that it
has developed at the date of termination.


		
	20.3 	Upon the termination or expiry of this
Agreement each Party shall return to the other Party, all property
belonging to the other Party then in its possession, including work-in
progress and media on which Intellectual Property Rights of the other
Party are stored, but excluding any property comprising or containing
materials that are subject to a continuing licence under Clause 6 and
make such property available for collection by the other within a
reasonable time but in no event later than twenty-eight (28) days after
termination.


17








		
	21. 	CONFIDENTIAL
INFORMATION


		
	21.1 	Each Party who
receives Confidential Information (the "Receiving
Party") of the other Party (the
"Disclosing Party") shall hold such
Confidential Information in trust and confidence for and on behalf of
the Disclosing Party and shall not use (other than for the purpose of
performing obligations under this Agreement) or copy or disclose to any
third party any Confidential Information so received, except where:


			
	 	21.1.1	expressly
authorised to do so by the Disclosing Party; or


			
	 	21.1.2	disclosure is
required by law, provided, however, that the Receiving Party shall
first have given notice to the Disclosing Party and given the
Disclosing Party a reasonable opportunity to object or obtain a
protective order requiring that the relevant Confidential Information
be used only for the purposes for which the order was
issued.


		
	21.2 	Each Party shall take
appropriate action by instruction, agreement or otherwise to ensure
that its directors, officers, employees, agents and sub-contractors are
required to keep confidential all Confidential Information of the other
Party which is disclosed to or comes into the possession of any of
them. Confidential Information shall remain the property of the
Disclosing Party.


		
	21.3 	For greater
certainty, the Parties acknowledge that the System, Custom Software,
Consultant Materials, Software, Documentation, Specification and
Implementation Plan contain Intellectual Property Rights, trade
secrets, proprietary and Confidential Information of Allied, AKC and
third parties and are and shall remain the property of either Allied or
AKC or such third parties, subject only to the express rights granted
under this Agreement. Accordingly, and in addition to its other
obligations, the Parties shall keep confidential the Software,
Documentation, Specification and Implementation Plan and, in the case
of AKC, the Custom Software and in the case of Allied, the Consultant
Materials and limit access to the same to those of its employees,
directors, agents and sub-contractors who have a need to know and then
only to the minimum extent required to fulfil his/her responsibilities
in accordance with this Agreement or as permitted under the licences
granted under Clause 6. The Parties shall inform all relevant employees
that the Software, Documentation, Specification and Implementation Plan
and, in the case of AKC, the Custom Software and, in the case of
Allied, the Consultant Materials constitute Confidential Information of
Allied or AKC or third parties and that all Intellectual Property
rights therein are the property of Allied or AKC or third parties and
the Parties shall take all such steps that it takes with its own
Confidential Information of similar business importance to ensure
compliance by its employees with the provisions of this Clause
21.


		
	22. 	DATA
PROTECTION


		
	22.1 	Each Party agrees
that, in the performance of its respective obligations under this
Agreement, it shall comply with the provisions of the Data Protection
Act 1998 (the "1998 Act") to the
extent it applies to each of them. Where used in this Clause 17, the
expressions "process" and
"personal data" shall bear their
respective meanings given in the 1998
Act.


		
	22.2 	AKC shall not process any
personal data provided or made available to AKC by Allied or its
Affiliates in connection with this Agreement
("Data") for any purpose other than
that which is strictly necessary for the performance of its obligations
under this Agreement. Without prejudice to the foregoing, AKC shall not
damage, alter, disclose, lose or destroy any Data unless instructed to
do so in writing by Allied.


		
	22.3 	AKC
agrees and warrants that:


			
	 	22.3.1	it will process
the Data only on behalf of Allied and its Affiliates and in compliance
with Allied's reasonable instructions and this Agreement;


			
	 	22.3.2	it will not
transfer any Data outside of the European Economic Area;


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	 	22.3.3	it
has no reason to believe that any applicable laws prevent it from
fulfilling the instructions received from Allied and AKC's
obligations under this Agreement;


			
	 	22.3.4	it will take
appropriate organisational and technical measures against unauthorised
or unlawful processing of Data and against accidental loss or
destruction of, or damage to, Data;


			
	 	22.3.5	it shall
promptly notify Allied of:


			
	 	(i)	any legally
binding request for disclosure of the Data by a law enforcement
authority unless otherwise prohibited (such as a prohibition under
criminal law to preserve the confidentiality of a law enforcement
investigation);


			
	 	(ii)	any accidental or
unauthorised access to the Data of which AKC becomes aware; and


			
	 	(iii)	any request
received directly from the Data subjects without responding to that
request, unless authorised to do so;


			
	 	22.3.6	it will deal
promptly and properly with all reasonable inquiries from Allied
relating to the processing of the Data; and


			
	 	22.3.7	upon receiving
reasonable notice and during Normal Working Hours, it will submit its
data processing facilities and procedures for audit of the processing
activities covered by this Agreement which shall be carried out by
Allied or an inspection body selected by Allied composed of independent
members and in possession of the required professional qualifications
bound by a duty of
confidentiality.


		
	22.4 	Without prejudice
to the foregoing, AKC shall ensure that only those of its personnel
expressly authorised to have access to Data for the purpose of
performing AKC's obligations under this Agreement shall have
access to Data and that each such personnel undertakes to abide by the
obligations of AKC regarding Data and contained in this
Agreement.


		
	22.5 	Each Party warrants to
the other that it holds and has complied with the notification
provisions of the 1998 Act (or that it is deemed to have so complied by
virtue of paragraph 2 of Schedule 14 to the 1998 Act) in respect of its
respective obligations under this Agreement and that performance of its
respective obligations hereunder shall not breach or contravene such
notification.


		
	23. 	FORCE
MAJEURE


		
	 	Neither Party shall be
liable for any delay in performing obligations or for failure to
perform obligations (other than the payment of any monies) if the delay
or failure results from any act of God, governmental act, war, fire,
flood, explosion, civil commotion or analogous event, provided the
Party prevented from rendering performance notifies the other Party
immediately and in detail of the commencement and nature of such cause
and the probable consequences thereof, and provided further that such
Party uses its reasonable efforts to render performance in a timely
manner utilising to such end all resources reasonably required in the
circumstances, including obtaining supplies or services from other
sources of the same if reasonably available, save that, if the delay
exceeds 3 months the other Party shall have the right to terminate this
Agreement on giving to the other 30 days' written notice.


		
	24. 	WAIVER AND
REMEDIES


		
	24.1 	No failure or delay by
either Party in exercising any of its rights or remedies under this
Agreement shall operate as a waiver of those rights or remedies. No
right or remedy of either Party under this Agreement will be deemed to
be waived unless the waiver is in writing and signed by an authorised
representative of each Party.


		
	24.2 	No
waiver of any breach of this Agreement is a waiver of any other or
subsequent breach.


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	24.3 	Unless
otherwise expressly stated under this Agreement, the Parties'
rights under this Agreement may be exercised separately, concurrently
and as often as necessary and are cumulative and not exclusive of, or
prejudicial to any rights or remedies provided by law or this
Agreement.


		
	25. 	AMENDMENTS


		
	 	No amendment to this Agreement will be
effective unless it is agreed in writing and signed by the authorised
representatives of both
Parties.


		
	26. 	PUBLICITY


		
	 	No publicity release or announcement
relating to the terms or existence of this Agreement or the activities
of Allied or AKC under this Agreement may be made by either Party
without the other Party's prior written consent, save that (i)
AKC may refer in writing or otherwise to Allied as a client of AKC for
the purposes of marketing or publicising or selling its services and
may disclose that it has performed work (including the Services) for
Allied, in which event it may indicate only the general nature or
category of such work (or of the Services) and any details which have
properly entered the public domain and (ii) Allied may refer in writing
or otherwise to its intention to implement or implementation of a new
IT system and/or Oracle software and/or to AKC as the supplier of
services to it in relation to that
system/software.


		
	27. 	NON
SOLICITATION


		
	 	During the term of
this Agreement and for a period of six (6) months thereafter a Party
shall not directly or indirectly solicit or seek to procure the
services of an employee of the other Party who was at the time of such
action directly involved with the Services without the prior consent of
the other Party. Notwithstanding the foregoing either Party shall be at
liberty to employ or engage such persons as a result of any public
advertisements or public recruitment
campaigns.


		
	28. 	ENTIRE
AGREEMENT


		
	 	This Agreement
constitutes the entire agreement between the Parties regarding the
subject matter hereof and, subject to Clause 8.6, supersedes all prior
communications, representations, warranties, stipulations, undertakings
and agreements between the Parties concerning the subject matter
hereof. Nothing in this Clause shall, however, operate to limit or
exclude the liability of either Party for any fraudulent
misrepresentation on which the other Party has relied in entering into
this
Agreement.


		
	29. 	SEVERABILITY


		
	29.1 	If
any provision of this Agreement is found by any court, tribunal or
administrative body of competent jurisdiction to be illegal,
unenforceable or invalid for any reason, provided that the intent of
the Parties is preserved to the fullest possible extent, that provision
will be deemed to be modified to the extent required to remedy the
illegality, unenforceability or
invalidity.


		
	29.2 	If it is not possible
to remedy the illegality, unenforceability or invalidity, that
provision is to be severed from this Agreement and the remaining
provisions of this Agreement will otherwise remain in full
force.


		
	30. 	SURVIVAL


		
	 	The expiry or termination of this
Agreement will be without prejudice to the rights and obligations of
either Party existing prior to expiry or termination. The Clauses in
this Agreement that expressly or impliedly have effect after expiry or
termination will continue to have effect notwithstanding expiry or
termination.


		
	31. 	GOVERNING
LAW


		
	 	This Agreement is governed by
the laws of England and Wales, and the Parties submit to the exclusive
jurisdiction of the Courts of England and Wales.


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	 	IN WITNESS
WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorised representatives on the date first
above written.


		
	 	Signed for and
on behalf of Allied Healthcare (UK) Limited


		
	 	By:    /s/ Sarah Ladd
Eames        


		
	 	Name:    Sarah Ladd
Eames        


		
	 	Title:    CEO, President,
COO


		
	 	Signed for and on behalf of
Atos KPMG Consulting Limited


		
	 	By:    /s/ Tim
Manasseh                 


		
	 	Name:    Tim
Manasseh                


		
	 	Title:    Managing
Director           


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