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
 Supplier
 BACKGROUND
  AGREEMENT
  DEFINITIONS
 Definitions
 Account Effective Date
 Administrative Safeguards
 Affiliate
 Effective Date
 Effective Time
 
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EPHI
 Force Majeure Event
 HIPAA
 Laws
 Line
 PHI
 Physical Safeguards
 Proprietary Information
 Technical Safeguards
 SERVICES
 
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FEES
  Type ofService
    
    Transcription Services for Company Customer Account
    
    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
    
    *****C
    
    Transcription performed by Suppliers transcriptionists
for Company Customers located in the UNITED KINGDOM
    
    *****D
    
    Transcription performed using the Companys Automated
Speech Recognition application (with editing performed
by Supplier) for Company Customers located in the
UNITED KINGDOM
    
    *****
 
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provided, however provided, however
 REPRESENTATIONS, WARRANTIES AND COVENANTS
   
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Exhibit 4
  HIPAA COMPLIANCE
   
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    - Denotes material that has been omitted and filed separately with the Commission -5-




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*****
    
    - Denotes material that has been omitted and filed separately with the Commission -6-




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*****
    
    - Denotes material that has been omitted and filed separately with the Commission -7-




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INTELLECTUAL PROPERTY MATTERS
  
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    - Denotes material that has been omitted and filed separately with the Commission -8-




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Application Service Provider License
     
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TERM AND TERMINATION
 Term
 Termination by the Company or Supplier
 Termination for Material Default
 Effect of Termination
 INDEMNIFICATION AND INSURANCE
 Indemnification Obligation
 Insurance
   
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CONFIDENTIALITY AND NONSOLICITATION
 Confidentiality
       No Publicity Exhibit 4
 
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Non-Solicitation
 RECORDS
  MISCELLANEOUS
 Assignment, Subcontracting provided, however
 Force Majeure provided, however
 Governing Law and Jurisdiction
 
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Waiver
 Independent Relationship
 Entire Agreement; Amendment
 Notices
  
  
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Severability
 Counterparts
 
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CBAY SYSTEMS & SERVICES, INC.
    
    
    
    MEDQUIST TRANSCRIPTIONS, LTD.By:
    
    /s/ Jason Kolinoski
    
    
    
    By:
    
    /s/ Mark E. IvieName:
    
    Jason Kolinoski
    
    
    
    Name:
    
    Mark E. IvieTitle:
    
    Chief Operating Officer
    
    
    
    Title:
    
    Interim President & CEO
 [Signature page to Services Agreement by and between MedQuist Transcriptions, Ltd. and Supplier]
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
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EXHIBIT 1
 
 
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EXHIBIT 2
 QUALITY REVIEW
  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
  
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§ Error #6: Medical Word Misspelling  1.5 pts
  § 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
  
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§ Error #15: Miscellaneous/Other  0.5 pt
  § 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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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
    
    
    
    0Upgrade of Minor  Integrity of Document
    
    
    1.50
    
    
    
    0
    
    
    
    0
 
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CUSTOMER:
    
    REVIEW PERIOD:Type of Error
    
    Points
    
    Total Errors
    
    Total PointsDowngrade 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
 Controlled Entities
  
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EXHIBIT 5
 ORDER FORM
 Supplier
 Proposed Start Date
 Client Added or Cancelled (if applicable):
 Facilities Added or Cancelled (if applicable):
 Contact Information (if applicable):
 
    
    Project Manager -
    
    Technology -
 Implementation Notes (if applicable):
 1.
    
    Supplier will
 Optional Services (if applicable):
 1.
    
    Company elects to
 Additional Comments/Discussion (if applicable)
 MEDQUIST TRANSCRIPTIONS, LTD.By:Name:Title:Date:
 
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    - Denotes material that has been omitted and filed separately with the Commission -25-