Exhibit 10.1
 Portions of this exhibit were omitted and filed separately with the Secretary of the Commission
pursuant to an application for confidential treatment filed with the Commission pursuant to Rule
24b-2 under the Securities Exchange Act of 1934. Such portions are marked by a series of
asterisks.
 TRANSCRIPTION SERVICES AGREEMENT
  BACKGROUND
   ARTICLE I  DEFINITIONS
 Definitions
 Account Effective Date
 Administrative Safeguards
 Affiliate
 Business Day Equivalent
 
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Customer Contractual Service Level Agreement
 Client Facility
 Commencement Date st th
 Confidential Information
 Effective Date
 EPHI
 Force Majeure Event
 HIPAA
 Laws
 Line
 PHI
 
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Technical Safeguards
 ARTICLE II  SERVICES
 Services Exhibit 6
 Order Form Exhibit 5
 Turnaround Time Requirements
 Quality Assurance
 Exhibit 2 Exhibit
3
 
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New Account Implementation Process
 Account Orientation Period
 Implementation Period
  
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ARTICLE III  FEES
  Type ofService
    
    Service Descriptions
    
    PriceA
    
    Transcription performed by Suppliers
transcriptionists for Company Customers located
in the UNITED STATES OF AMERICA
    
    *****B
    
    Transcription performed using the Companys
Automated Speech Recognition application (with
editing performed by Supplier) for Company
Customers located in the UNITED STATES OF
AMERICA
    
    *****
  Competitive Pricing
 
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Operational Excellence
 provided,
however provided,
 
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however
 ARTICLE IV  REPRESENTATIONS, WARRANTIES AND COVENANTS
    Exhibit 4
  
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    - Denotes material that has been omitted and filed separately with the Commission -7-




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ARTICLE V  HIPAA COMPLIANCE
          
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    - Denotes material that has been omitted and filed separately with the Commission -8-




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*****
    
    - Denotes material that has been omitted and filed separately with the Commission -9-




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*****
    
    - Denotes material that has been omitted and filed separately with the Commission -10-




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ARTICLE VI  INTELLECTUAL PROPERTY MATTERS
     Application Service Provider License
  
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ARTICLE VII  TERM AND TERMINATION
 Term
 Termination by the Company or Supplier
 Termination for Material Default
  
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Effect of Termination
 ARTICLE VIII  INDEMNIFICATION AND INSURANCE
 Indemnification Obligations
   Insurance
   ARTICLE IX  CONFIDENTIALITY AND NONSOLICITATION
 Confidentiality
 
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No Publicity Exhibit 4
 Non-Solicitation
 ARTICLE X  RECORDS
  
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ARTICLE XI  MISCELLANEOUS
 Assignment, Subcontracting provided, however
 Force Majeure
 Injunctive Relief; Arbitration; and Governing Law
 Injunctive Relief
 Arbitration; Governing Law
 Waiver
 
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Independent Relationship
 Entire Agreement; Amendment
 Notices
 If to Supplier:
 
 with a copy to:
 
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If to the Company:
 with a copy to:
  Severability
 Counterparts
 
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    - Denotes material that has been omitted and filed separately with the Commission -17-




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CBAY SYSTEM & SERVICES, INC.
    
    MEDQUIST TRANSCRIPTIONS, LTD.By: 
Name:
    
    /s/ Jason Kolinoski

Jason Kolinoski
    
    By:
Name:
    
    /s/ Peter Masanotti

Peter MasanottiTitle:
    
    Chief Operating Officer
    
    Title:
    
    President & CEODate:
    
    April 3, 2009
    
    Date:
    
    April 3, 2009
 [Signature page to Services Agreement by and between MedQuist Transcriptions, Ltd. and Supplier]
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
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    - Denotes material that has been omitted and filed separately with the Commission -18-




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EXHIBIT
1
 
 
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*****
    
    - Denotes material that has been omitted and filed separately with the Commission -20-




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EXHIBIT 2
 QUALITY REVIEW
 AMOUNT:
 CRITERIA
 ERRORS Exhibit 3
 STANDARD >
 QUALITY REPORTS
   CLASSIFICATION OF ERRORS AND ERROR VALUES
  §
    
    Critical Errors: Defined as those that impact patient safety. Specifically, AHDI
identifies the following: medical word misuse, incorrect drug or drug dosage, incorrect lab
values and test names, omitted dictation, patient identification error, including incorrect
choice of the patient name or specific patient visit.§
    
    Major Errors: Defined as those that impact document integrity. Specifically, AHDI
identifies the following: medical word misspelling, English word misspelling, incorrect
verbiage, failure to flag a document, abuse of flagging documents, protocol failures.§
    
    Minor Errors: Specifically, AHDI identifies the following: grammar, punctuation,
typographical errors, formatting errors.§
    
    Dictation Flaws: Specifically, AHDI identifies the following: critical, major, and
minor as defined by patient safety and document integrity impact. It is crucially important
to realize the impact that auditory quality of the dictation has on the transcribed
document. Recognizing and documenting occurrences allows for identification of flaws and an
opportunity for assisting dictators in their quest for patient safety and document
integrity.
 DEFINITION OF DICTATED OR TRANSCRIBED ERRORS AND ERROR VALUES
 CRITICAL ERRORS (PATIENT SAFETY RISK): >
 
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§
    
    Error #1: Medical Word Misuse  3.0 pts
  §
    
    Error #2: Omitted Dictation  3.0 pts
   §
    
    Error #3: Patient Identification Error  3.0 pts
  §
    
    Error #4: Upgrade of Major or Minor error due to patient safety impact  3.0 pts
  MAJOR ERRORS (DOCUMENT INTEGRITY RISK): and
 §
    
    Error #5: Abuse of Flagging/Blanks  2.0 pts
  §
    
    Error #6: Medical Word Misspelling  1.5 pts
  
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    - Denotes material that has been omitted and filed separately with the Commission -22-




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§
    
    Error #7: English Word Misspelling  1.5 pts
  §
    
    Error #8: Incorrect Verbiage  1.5 pts
  §
    
    Error #9: Failure to Flag  1.0 pt
  §
    
    Error #10: Protocol Failure  1.0 pt
  §
    
    Error #11: Upgrade of Minor Error due to impact on integrity of document  1.5 pts
  §
    
    Error #12: Downgrade of Critical Error due to less than critical impact  1.5 pts
  §
    
    Error #13: Improper Encounter  1.5 pts
  MINOR ERRORS:
 §
    
    Error #14: Grammar Error  0.5 pt
  §
    
    Error #15: Miscellaneous/Other  0.5 pt
  
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    - Denotes material that has been omitted and filed separately with the Commission -23-




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§
    
    Error #16: Downgrade of Error due to minimal impact  0.25 pt
  §
    
    Error #17: Punctuation and Typos  0.0 pt
  NEGATIVE DICTATOR EFFECT ERRORS:
 §
    
    Error #18: Critical Negative Dictator Effect  0.0 pt
  §
    
    Error #19: Major Negative Dictator Effect  0.0 pt
  §
    
    Error #20: Minor Negative Dictator Effect  0.0 pt
  
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    - Denotes material that has been omitted and filed separately with the Commission -24-




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EXHIBIT 3
 QUALITY SCORE SHEET
 CUSTOMER QA AUDIT
 CUSTOMER:
    
    REVIEW PERIOD:
 Type of Error
    
    Points
    
    Total Errors
    
    Total PointsMedical Word Misuse
    
    
    3.00
    
    
    
    0
    
    
    
    0Downgrade of Critical Error due to less than critical impact
    
    
    1.50
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0Omitted Dictation
    
    
    3.00
    
    
    
    0
    
    
    
    0Downgrade of Critical Error due to less than critical impact
    
    
    1.50
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0Patient Identification Error
    
    
    3.00
    
    
    
    0
    
    
    
    0Downgrade of Critical Error due to less than critical impact
    
    
    1.50
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0Abuse of Flagging/Blanks
    
    
    2.00
    
    
    
    0
    
    
    
    0Upgrade of Major  Patient Safety Impact
    
    
    3.00
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0Medical Word Misspelling
    
    
    1.50
    
    
    
    0
    
    
    
    0Upgrade of Major  Patient Safety Impact
    
    
    3.00
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0English Word Misspelling
    
    
    1.50
    
    
    
    0
    
    
    
    0Upgrade of Major  Patient Safety Impact
    
    
    3.00
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0Incorrect Verbiage
    
    
    1.50
    
    
    
    0
    
    
    
    0Upgrade of Major  Patient Safety Impact
    
    
    3.00
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0Failure to Flag
    
    
    1.00
    
    
    
    0
    
    
    
    0Upgrade of Major  Patient Safety Impact
    
    
    3.00
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0Protocol Failure
    
    
    1.00
    
    
    
    0
    
    
    
    0Upgrade of Major  Patient Safety Impact
    
    
    3.00
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0Improper Encounter
    
    
    1.50
    
    
    
    0
    
    
    
    0Upgrade of Major  Patient Safety Impact
    
    
    3.00
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0Grammar Error
    
    
    0.50
    
    
    
    0
    
    
    
    0Upgrade of Minor  Patient Safety Impact
    
    
    3.00
    
    
    
    0
    
    
    
    0
 
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    - Denotes material that has been omitted and filed separately with the Commission




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Type of Error
    
    Points
    
    Total Errors
    
    Total PointsUpgrade of Minor  Integrity of Document
    
    
    1.50
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0Miscellaneous/Other
    
    
    0.50
    
    
    
    0
    
    
    
    0Upgrade of Minor  Patient Safety Impact
    
    
    3.00
    
    
    
    0
    
    
    
    0Upgrade of Minor  Integrity of Document
    
    
    1.50
    
    
    
    0
    
    
    
    0Downgrade Error  Minimal Impact
    
    
    0.25
    
    
    
    0
    
    
    
    0Punctuation/Typos
    
    
    0.00
    
    
    
    0
    
    
    
    0Upgrade of Minor  Patient Safety Impact
    
    
    3.00
    
    
    
    0
    
    
    
    0Upgrade of Minor  Integrity of Document
    
    
    1.50
    
    
    
    0
    
    
    
    0Critical Negative Dictator Effect
    
    
    0.00
    
    
    
    0
    
    
    
    0Major Negative Dictator Effect
    
    
    0.00
    
    
    
    0
    
    
    
    0Minor Negative Dictator Effect
    
    
    0.00
    
    
    
    0
    
    
    
    0Total MedQuist Errors
    
    
    
    
    
    
    0
    
    
    
    0
 Summary
 Total Reports Reviewed
    
    
    0Total Lines Reviewed
    
    
    0Line Error Rate = Total MedQuist Errors/Total Lines
    
    
    0.00MedQuist Line Error Percent = MedQuist Line Error Rate x 100%
    
    
    0.00
    %MedQuist Line Accuracy Rate = 100%  MedQuist Line Error Percent
    
    
    100.00
    %
 
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EXHIBIT 4
 COVERED ENTITIES
  
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EXHIBIT 5
 ORDER FORM
 
 Period Covered
 Company Customers Cancelled (if applicable)
 Volume Projection in Hours of Dictation Per Day (existing/new), by SLA(*)
 (e.g.)
    
    Hours, by SLA
100
    
    [4-12]
12
    
    [12]
50
    
    [12+]
38
 
  Additional Comments/Discussion (if applicable)
 CBAY SYSTEMS & SERVICES, INC.
    
    MEDQUIST TRANSCRIPTIONS, LTD.By:
    
    
    
    By:Name:
    
    
    
    Name:Title:
    
    
    
    Title:Date:
    
    
    
    Date:
 
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EXHIBIT 6
 SERVICE LEVEL DEFINITION
 Time toSeverity Levels
    
    Acknowledge
    
    Time To ResolutionSeverity 1
    
    30 minutes
    
    4 HoursSeverity 2
    
    4 Hours
    
    24 HoursSeverity 3
    
    8 Hours
    
    72 HoursSeverity 4
    
    24 Hours
    
    168 hours (7 days)Severity 5
    
    24 hours
    
    Determined based on issue and
team assignment
 Time to Acknowledge:
 Time to Resolution:
 Severity
    
    Type
    
    DescriptionTechnical: Critical impact
problem with system down,
business outage, or immediate
work stoppage that threatens
current and future
production.1
    
    
    Critical Impact
    
    Operational:Critical
customer issues that put the
customer at risk for loss of
business due to ongoing,
unresolved service issues or
issues previously
communicated, but not
recorded or addressed in a
timely manner.Technical: High-impact
problem where production is
proceeding, but in a
significantly impaired
fashion; a problem with a
time-sensitive issue
important to long-term
productivity that is not
causing immediate work
stoppage.2
    
    
    High Impact
    
    Operational: High-impact
issues with document
delivery, turn around,
quality, changing work types
on a document or other
service related issues that
have a major customer impact.
This could also include
payroll related issues or
contract issues.Technical: Moderate-impact
problem that is an important
issue, but does not have
significant current
productivity impact.3
    
    
    Moderate Impact
    
    Operational:Moderate-impact
problems that are important,
but not a major issue that
can be resolved in a 24 hour
period. This would include
issues with document
delivery, turn around,
quality, edits, or other
service related issues that
have a moderate customer
impact.Technical: Minor
inconvenience requiring
ultimate, but not immediate
resolution.4
    
    
    Minor Impact
    
    Operational: Minor customer
inconvenience impacting some
reports, but not all. This
would include items such as
dual signature issues, adding
a physician standard, minor
edit, or other minor service
related issues.5
    
    
    Enhancement, Product Defects,
Work Requests
    
    Requested system or Interface
improvements to features or
functions by individual
client, Product Enhancement,
Product Defects.
 
 *****
    
    - Denotes material that has been omitted and filed separately with the Commission