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Exhibit 10.19
 SERVICES AGREEMENT
EFFECTIVE JUNE 1, 2005
 BETWEEN
 SPHERIS OPERATIONS INC.
 AND
 HEALTHSCRIBE (INDIA) PRIVATE LIMITED




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SERVICES AGREEMENT
 st
        1. Definitions.
  Capacity
 Client
 Committed Capacity
 Committed Lines Exhibit A
 Employees
 Force Majeure
 HIPAA
 Job
 LIBOR
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Line
 Non Stat Jobs
 Parties
 Priming Activity
 QA Proofreading
 Services Fee
 Software
 Software License Agreement
 Stat Jobs
 Transcription
 Transcribed Lines
 Turnaround Time TAT
 Voice Files
 Work Type
 2. Services
 2.1
    
    During the term of this Agreement and for the service fee referenced in Clause 3, HSIPL
agrees to provide Transcription and services relating to Priming Activity to Spheris, through
HSIPLs employees, agents, subcontractors, and representatives. The Services to be provided
by HSIPL to Spheris shall include the following:
 (i)
    
    the Transcription of the Voice Files forwarded to HSIPL by Spheris into Lines
of typewritten text (the Transcribed Lines). Spheris may require that the
Transcribed Lines be subsequently proofread by Spheris in order to bring them to a
level of quality required by Clause 6 of this Agreement. Transcribed Lines that meet
the quality as provided in Clause 6 shall be forwarded by Spheris to its Clients.(ii)
    
    to carry out the Priming Activity of the Transcription for the Voice Files
forwarded to HSIPL by Spheris prior to the entry of the Transcribed Lines.
 2.2
    
    HSIPL acknowledges that Spheris is under a contractual obligation to provide Transcribed
Lines to its Clients at the level of accuracy and within the Turnaround Time already agreed to
between Spheris and its Client and as set forth in Clauses 5 and 6 of this agreement.
Consequently, HSIPL acknowledges that the provision of the Services to the level of accuracy
and within the time specified by Spheris with regard to each Job is the essence of this
Agreement.
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2.3
    
    HSIPL agrees that it will not perform any services for any third party (without the written
consent of Spheris) unless (a) HSIPL is in compliance with the terms of this Agreement
(including without limitation the quality and TAT requirements of Clauses 5 and 6) for each of
four consecutive quarters and (b) Spheris thereafter refuses to provide additional Lines to
HSIPL even though HSIPL provides reasonable evidence showing that it has additional capacity.
If HSIPL meets the conditions set forth in the previous sentence, it may perform transcription
services for third parties provided that (i) any such third party agreements, in Spheriss
sole opinion, do not interfere with HSIPLs ability to provide Services to Spheris and (ii)
such third party contracts are terminable by HSIPL upon 30 days notice to such third party or
parties. So long as Spheris accounts for 60% or more of HSIPLs revenue, if HSIPL is unable
to provide Services in compliance with the TAT and quality requirements hereof during a period
that HSIPL is performing transcription services for third parties (as permitted by this
Agreement), HSIPL will terminate such third party contracts until it can provide reasonable
assurances to Spheris that it can and will comply with the TAT and quality requirements of
this Agreement.
 3. Services Fees
 3.1
    
    For the Services, Spheris shall pay to HSIPL a fee to be calculated as set out in
Part A of Exhibit A (the Services Fee).
 3.2
    
    The Services Fee shall be invoiced to Spheris on a monthly basis and shall be due sixty (60)
days from the receipt by Spheris of the invoice therefore.
 3.3
    
    Spheris will also pay to HSIPL a man-month rate to be mutually agreed upon by the parties
based on arms-length negotiations per primer deployed for Priming Activity for jobs not being
transcribed by HSIPL for the calendar year 2005. This man-month rate may increase each year
after 2005, as agreed to by the parties.
 4. Performance of the Services.
 4.1
    
    HSIPL shall train the Employees to perform Services under this Agreement in accordance with
the terms of this Agreement including the use of the technology and equipment and the
transcription of Voice Files into Transcribed Lines.
 4.2
    
    HSIPL shall indicate to Spheris the details and number of Employees who are, in its opinion
and based on the training imparted by HSIPL to the Employees, sufficiently qualified to carry
out the Services in respect of Job and Work Type.
 5. Turnaround Time.
 5.1
    
    If the Client is using Spheris voice dictation system, TAT is measured from the time a
dictation is ended (phone is hung up) until the finished document is delivered back to the
Client, ready for printing. If Spheris is extracting from a Client-owned dictation device, TAT
is measured from the time the dictation is extracted into the Spheris system until the
finished document is delivered back to the Client, ready for printing. Dictation that is
unintelligible (other than that due to system failure at HSIPLs end) resulting in the work
being sent to a collaborator or technical service personnel is exempt from TAT requirements.
Dictation that is not properly signed off, multiple dictations, refusal of dictator to make
proper use the system or other dictator errors are exempt from TAT requirements.
 5.2
    
    Each Job must be returned to the Client within the Turnaround Time specified in respect of
the Client and the Work Type. HSIPL shall also complete the Stat Jobs within the Turnaround
Time stipulated by the Client in respect of each Stat Job. HSIPL agrees to route the Stat
Jobs to the next available transcriptionist and/or editor for immediate processing.
Furthermore, should a Job, whether a Stat Job or otherwise, require proofreading in the US,
then the Job must be delivered back to Spheris with sufficient time remaining so that Spheris
can proofread the Job and still return the Job to the Client within the required TAT. HSIPL
and Spheris shall mutually agree upon the required time for delivery for each Client. Unless
otherwise mutually agreed, the Transcription TAT for Jobs requiring proofreading by Spheris
shall be one half of the Job TAT specified by the Client.
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5.3
    
    HSIPL commits to deliver Transcribed Jobs to Spheris within its contracted time requirements
with the Client not less than 95% of the time (measured monthly as a percentage of Lines
delivered within the time periods required by the terms of this Agreement), with no greater
than 1% of all reports being delivered more than 24 hours overdue. This is a standard with
adjustments for the following factors:
      6. Quality.
 6.1
    
    HSIPL commits to deliver Transcribed reports to Clients that exceed 98% accuracy 95% of the
time, with no reports less than 95% accurate. The percentage accuracy shall be based upon the
applicable percentage point system or scoring method that Spheris has with the applicable
Spheris customer, and shall be measured monthly, with adjustments for the following factors:
     6.2
    
    Spheris shall from time to time, at its sole discretion, proofread a random sample comprising
up to 1% but in no event less than 1/2% of the Lines produced by each of the Employees of HSIPL
to determine the level of accuracy of the respective Employees (QA Proofreading). All costs
incurred in respect of QA Proofreading shall be borne by Spheris.
 Term
 7.1
    
    The term of this Agreement shall commence on the date hereof, and unless terminated pursuant
to Clause 7.2 hereof shall continue to be in force through December 31, 2008. This Agreement
shall automatically renew for successive one year periods, unless either party provides the
other with six (6) months notice of its intent to terminate this Agreement at the end of the
then current term.
 7.2
    
    This Agreement may be terminated by either party (Non-Defaulting Party) upon written notice
thereof in the event the other party (Defaulting Party) is in material breach of the terms
of this Agreement and if such breach is not remedied by the Defaulting Party within six (6)
months from the Non-Defaulting Partys notice to the Defaulting Party to this effect. In the
event of a termination of this Agreement, Spheris shall promptly pay HSIPL any Services Fee
payable to HSIPL for Services rendered prior to the effective date of such termination and
HSIPL shall promptly pay any amount payable to Spheris under this Agreement.
 7.3
    
    For the avoidance of doubt, unless otherwise specifically set forth herein, the parties agree
that Spheris can only be in material breach of this Agreement for failure to pay amounts due
hereunder (provided that following the payment of any disputed amounts hereunder by Spheris
into escrow, HSIPL shall not be permitted to so terminate).
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8. Covenants of Spheris.
 8.1
    
    Confidential Agreement. Unless Spheris has obtained HSIPLs prior written consent (which
consent may be given or withheld in HSIPLs sole and absolute discretion), Spheris shall keep
the terms and conditions of this Agreement confidential and prevent disclosure thereof to any
Person other than its employees and advisors for purposes directly related to Spheriss
operation of its business. Spheriss obligation of confidentiality shall not apply to
information which:
 (i)
    
    is obtained from a third party that did not make a disclosure of such
information (whether to Spheris, to a third party, or to the general public) in
violation of a non-disclosure obligation,(ii)
    
    is in the public domain not as a result of action by Spheris,(iii)
    
    is required to be disclosed by applicable law or an order issued by a court of
competent jurisdiction; provided, however, that in the event of any
such required disclosure, Spheris shall immediately notify HSIPL thereof and shall
cooperate with HSIPL in any attempt to quash, limit or otherwise prevent or limit
disclosure, or(iv)
    
    in so far as it is disclosed to Spheriss employees, directors, bankers,
potential financiers or professional advisors as confidential, provided that it shall
ensure that such persons treat such information as confidential.
 8.2
    
    Notice. Except as otherwise mutually agreed between the Parties, Spheris agrees that it
shall give HSIPL at least thirty (30) days notice before requiring HSIPL to commence work in
respect of any new Clients or any new Work Type.
 8.3
    
    Forecast. Spheris shall provide HSIPL a three (3) month rolling forecast of the Lines to be
produced by HSIPL each month not later than the twentieth day of each month. Spheris and
HSIPL must agree on transcription volume objectives as well as proofing, volume and capacity
objectives of Spheris not less than 30 days prior to the end of each quarter for the next
quarter.
 8.4
    
    Compliance with the Regulations. Spheris shall to the extent applicable comply with HIPAA
and other applicable regulations in the United States for such locations where HSIPL is
providing transcription services.
 9. Covenants of HSIPL.
 9.1
    
    Forecast. HSIPL shall provide Spheris a three (3) month estimate of its Capacity and
estimated requirement for proofreading each month not later than the tenth day of each month.
Spheris and HSIPL must agree on the capacity objectives as well as proofing volume of Spheris
not less than 30 days prior to the end of each quarter for the next quarter.
 9.2
    
    Confidential Information. Unless HSIPL has obtained Spheris prior written consent (which
consent may be given or withheld in Spheris sole and absolute discretion), HSIPL shall keep
the terms and conditions of this Agreement confidential and prevent disclosure thereof to any
person other than its employees for purposes directly related to HSIPLs operation of its
business. HSIPLs obligation of confidentiality shall not apply to information which:
 (i)
    
    is obtained from a third party that did not make a disclosure of such
information (whether to HSIPL, to a third party, or to the general public) in violation
of a non-disclosure obligation,(ii)
    
    is in the public domain not as a result of action by HSIPL,(iii)
    
    is required to be disclosed by applicable law or an order issued by a court of
competent jurisdiction; provided, however, that in the event of any
such required disclosure, HSIPL shall immediately notify Spheris thereof and shall
cooperate with Spheris in any attempt to quash, limit or otherwise prevent or limit
disclosure, or(iv)
    
    in so far as it is disclosed to its employees, directors, bankers, potential
financiers or professionals, provided that such party shall ensure that such persons
treat such information as confidential.
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9.3
    
    HSIPL undertakes and covenants that it shall, during the term of this Agreement, provide the
Services to Spheris or to any other person that Spheris may, in writing, nominate. HSIPL
further undertakes and covenants that, in the event HSIPL has approved of the quality of the
sample Voice Files of a particular Client, HSIPL is not entitled, at any subsequent point in
time to raise any issues with regard to the quality of the Voice Files, nor shall any alleged
lack of Voice File quality be deemed to be a material breach of the terms of this Agreement.
 9.4
    
    HSIPL agrees and undertakes that it shall maintain the quality of the Services rendered to
Spheris at such a level that these Services meet the quality standards of similar services
purchased by Spheris in the United States of America. Spheris may conduct, at its discretion,
quality control checks in addition to those specified herein at no cost to HSIPL.
 9.5
    
    Compliance with the Regulations. HSIPL shall to the extent applicable to it comply with
HIPAA and other applicable regulations in the United States in its provision of the Services.
In addition, HSIPL shall comply with all business associate agreements executed by it,
including the business associate agreement attached as Exhibit B. Furthermore, if
Spheris determines that HSIPL must agree to additional terms to comply with HIPAA or any other
privacy law or regulation, HSIPL shall agree to amend the terms of any Business Associate
Agreement signed by it in order to so comply. HSIPL AND SPHERIS SPECIFICALLY ACKNOWLEDGE THAT
HSIPLS NON-COMPLIANCE WITH HIPAA OR ANY OTHER PRIVACY LAW OR REGULATION, COULD PRODUCE
SIGNIFICANT AND POTENTIALLY CATASTROPHIC DAMAGES. IN CONSIDERATION OF PROVIDING SERVICES
HEREUNDER, HSIPL EXPLICITLY ACKNOWLEDGES AND ASSUMES THE RISKS OF DAMAGES FOR SPHERIS
BUSINESS LOSSES, LOSS OF REPUTATION, COSTS OF GOVERNMENT INVESTIGATION, COSTS OF NOTIFYING
AFFECTED PERSONS OF PRIVACY RIGHT INFRINGEMENT, AND ANY OTHER TYPE OF LOSS ATTRIBUTABLE TO
HSIPLS VIOLATION OF HIPAA OR ANY OTHER PRIVACY LAW OR REGULATION. THESE DAMAGES ARE IN
ADDITION TO ALL OTHER REMEDIES AVAILABLE TO SPHERIS INCLUDING THEORIES BASED IN CONTRACT OR
TORT, INSURANCE RIGHTS, AND HSIPLS INDEMNIFICATION DUTIES.
 9.6
    
    HSIPL agrees that it shall at all times abide by all relevant local laws and regulations such
as relate to the employment of the Employees in HSIPL. In particular, HSIPL shall abide by
all the statutory provisions relating to provident funds, pension funds, the payment of wages,
the payment of gratuity, the payment of bonus, employee insurance, the payment of minimum
wages, statutory holidays, hours of employment, overtime employment, nightshift employment,
leave regulations, conditions of the workplace and healthcare benefits. In addition, HSIPL
agrees that in the event of any termination of the Services or retrenchment or lay-off of any
Employee, HSIPL shall abide by the rules, regulations, practices and procedures required by
law to be followed in respect of such termination, retrenchment or lay-off.
 9.7
    
    Subcontracting. Except as agreed to by the parties in writing or as otherwise permitted in
this Clause 9.7, HSIPL must not use a Subcontractor in the provision of any services
hereunder. Subcontractor must be interpreted broadly to mean any person or business entity
that performs part or all of HSIPLs obligations in providing Services hereunder, and it
includes any third parties engaged by the Subcontractor to provide any of Subcontractors
obligations.
 9.7.1
    
    Upon advance written notice to Spheris and subject to Clause 9.7.2, HSIPL may
use certain Subcontractors if HSIPL complies with all conditions of this paragraph: (a)
HSIPL must warrant that all Subcontractors are located entirely in India; (b) HSIPL
must bind Subcontractors in writing to confidentiality terms similar to those contained
in this Agreement and to the audit provisions of this Agreement; and (c) HSIPL must
obtain HIPAA business associate agreements in a form approved by Spheris from each
Subcontractor.9.7.2
    
    Notwithstanding the foregoing, if so stated in writing by Spheris, Spheris can
require that certain Jobs be performed without the use of Subcontractors.9.7.3
    
    HSIPL bears full responsibility and all liability for Services performed by
Subcontractors. All Subcontractors are held to HSIPLs standards for service as
outlined in the Agreement. HSIPL is responsible for and is accountable for all
Services pursuant to the Agreement, regardless of whether it uses a Subcontractor.
Whenever HSIPL uses a Subcontractor, HSIPL incurs all relevant penalties outlined in
this Agreement for under or non-performance of Services.9.7.4.
    
    Any agreement between HSIPL and a Subcontractor shall provide that Spheris is a third
party beneficiary of such agreement.
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9.7.5
    
    SPHERIS AND HSIPL SPECIFICALLY ACKNOWLEDGE THAT HSIPLS NON-COMPLIANCE WITH
THIS CLAUSE 9.7 COULD PRODUCE SIGNIFICANT AND POTENTIALLY CATASTROPHIC DAMAGES. IN
CONSIDERATION OF THE FOREGOING, HSIPL EXPLICITLY ACKNOWLEDGES AND ASSUMES THE RISKS OF
DAMAGES FOR SPHERIS BUSINESS LOSSES, LOSS OF REPUTATION, COSTS OF GOVERNMENT
INVESTIGATION, COSTS OF NOTIFYING AFFECTED PERSONS OF PRIVACY RIGHT INFRINGEMENT, AND
ANY OTHER TYPE OF LOSS ATTRIBUTABLE TO HSIPLS USE OF A SUBCONTRACTOR FOR PERFORMANCE
OF SERVICES. THESE DAMAGES ARE IN ADDITION TO ALL OTHER REMEDIES AVAILABLE TO SPHERIS
INCLUDING THEORIES BASED IN CONTRACT OR TORT, INSURANCE RIGHTS, AND SUPPLIERS
INDEMNIFICATION DUTIES.
 10. Consequences of Force Majeure Events.
 10.1
    
    In the event either party is unable to perform its obligations under this Agreement as a
result of the occurrence of any Force Majeure event, the obligations of such party under this
Agreement shall be suspended for the duration that the disruption due to the Force Majeure
event continues.
 10.2
    
    Should Spheris be unable to utilize HSIPLs capacity for 90 consecutive days because of a
Force Majeure event, HSIPL may, in its sole discretion, contract for such capacity with
another purchaser without penalty to Spheris.
 11. Severability.
 12. Entire Agreement; Amendment.
 13. Notices.
  
  
  7




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14. Relationship of Parties.
 15. Governing Law; Jurisdiction
 16. No Waiver.
 17. Headings.
 18. Rules of Construction.
 19. Counterparts.
 20. No Third Party Beneficiaries.
 21. Confidentiality
 22.
Survival.
 [Signatures on following pages]
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/s/ Gregory T. Stevens
  /s/ Gregory T. Stevens
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Exhibit A
 Part A
Line Rate:
   10




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Exhibit B
 HIPAA VENDOR ADDENDUM
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HIPAA VENDOR ADDENDUM
   1.
    
    Prohibition on Unauthorized Use or Disclosure. Vendor will neither use nor disclose PHI
except as permitted or required by this Addendum or as Required By Law.
 2.
    
    Permitted Uses and Disclosures. Vendor is permitted to use and disclose PHI to perform any
and all obligations of Vendor as described in the Agreement as may be amended, provided that
(i) such use or disclosure would be permitted under HIPAA if done by a Customer directly and
(ii) Vendor shall only use, disclose and request the minimum amount of PHI necessary for the
purpose of the use, disclosure or request. Vendor may also use PHI as necessary for Vendors
proper management and administration and to carry out Vendors legal responsibilities
(collectively, Vendors Operations). Vendor may disclose PHI as necessary for Vendors
Operations only if:
 2.1
    
    the disclosure is Required By Law; or2.2
    
    Vendor obtains reasonable assurances in writing from any person or organization
to which Vendor will disclose such PHI that the person or organization will: (i) hold
such PHI in confidence and use or further disclose it only for the purpose for which
Vendor disclosed it to the person or organization or as Required By Law; and (ii)
notify Vendor of any instance of which the person or organization becomes aware in
which the confidentiality of such PHI was breached. In the case of a breach, Vendor
will notify SPHERIS of the breach.
 3.
    
    Additional Restrictions.Unless SPHERIS gives its prior, express written consent, Vendor
agrees that Vendor will not disclose any PHI to any agent, subcontractor or other person or
entity that is located or organized outside of the United States of America. Further, Vendor
agrees not to allow any PHI to be transmitted to, received by, or stored at any location
outside of the United States of America and not to permit any person outside of the United
States of America to access or view PHI. Unless SPHERIS gives its prior, express written
consent, Vendor shall not de-identify any PHI except as necessary to perform its obligations
under the Agreement or for Vendors Operations.
 4.
    
    Information Safeguards. Vendor will use appropriate administrative, technical and physical
safeguards to prevent the use or disclosure of PHI (except for uses or disclosures provided
for by this Addendum). Vendor will maintain administrative, technical and physical safeguards
that reasonably and appropriately protect the confidentiality, integrity and availability of
electronic PHI, consistent with the requirements applicable to Covered Entities under the
Privacy and Security Rules.
 5.
    
    Sub-Contractors and Agents. Vendor will require any of its subcontractors and agents, to
which Vendor discloses any of PHI, to agree in writing to comply with the same privacy and
security obligations as Vendor with respect to such PHI. Notwithstanding the foregoing, unless
SPHERIS gives its prior, express written consent, Vendor shall not subcontract or assign any
portion of its rights or obligations under the Agreement, and Vendor shall only furnish
services under the Agreement through its employees. In the event SPHERIS consents to any
subcontracting of Vendors obligations under the Agreement, Vendor shall only subcontract in
compliance with Section 3 and shall otherwise comply with all of the terms of this Addendum.
 6.
    
    Training. Vendor shall train or adequately inform its employees, agents and subcontractors
regarding its obligations to handle PHI confidentially.
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7.
    
    Access.To the extent Vendor maintains PHI in a Designated Record Set, Vendor will permit
SPHERIS, the applicable Customer, or at SPHERISs request an individual (or the individuals
personal representative) to inspect and obtain copies of any PHI about the individual and that
is in Vendors custody or control. Vendor will follow the procedures for access set forth in
45 C.F.R. § 164.524.
 8.
    
    Amendment. Vendor will, upon receipt of notice from SPHERIS, promptly amend or permit
SPHERIS access to amend any portion of PHI maintained in a Designated Record Set as required
for Customers to meet their amendment obligations under 45 C.F.R. § 164.526.
 9.
    
    Disclosure Accounting. For each disclosure of PHI not excepted from disclosure accounting
under 45 CFR § 164.528 that Vendor makes, Vendor will record such information as would be
required for a Customer to respond to a request for an accounting of disclosures pursuant to
45 C.F.R. §164.528(b). Vendor will make this information available to SPHERIS or a Customer
promptly upon SPHERISs or such Customers request. Vendor shall have available the
information required by this Addendum Section 9 for the six (6) years preceding the request
for the information (except Vendor need not have information for disclosures occurring before
the effective date of this Addendum or the effective date of any other business associate
agreements between the parties, whichever date is earlier).
 10.
    
    Inspection of Books and Records. Vendor will make its internal practices, books, and
records, relating to its use and disclosure of the PHI, available upon request to Customers or
to the U.S. Department of Health and Human Services to determine any Customers compliance
with the Privacy and Security Rules. Notwithstanding the foregoing, no attorney-client
privilege or other legal privilege shall be deemed waived by SPHERIS or Vendor by virtue of
this provision.
 11.
    
    Reporting. Vendor shall report immediately to SPHERIS any use or disclosure of PHI not
permitted by this Addendum of which Vendor becomes aware. Vendor shall also immediately report
to SPHERIS any Security Incident of which Vendor becomes aware. All reports shall be sent to
Spheris Operations LLC, 720 Cool Springs Boulevard, Suite 200, Franklin, TN 37067, Attn:
General Counsel or to such other address or contact designated by SPHERIS in writing. Vendor
shall take reasonable steps as requested by SPHERIS or its Customers to mitigate any harm
caused by the improper use or disclosure of PHI or any Security Incident.
 12.
    
    Termination.
 12.1
    
    Automatic Termination. This Addendum shall automatically terminate upon the
termination of the Agreement.12.2
    
    Right to Terminate for Breach. SPHERIS may terminate this Addendum and the
Agreement immediately upon written notice to Vendor if it determines that Vendor has
breached a material provision of this Addendum.12.3
    
    Obligations upon Termination. Upon termination of this Addendum, Vendor will
return to SPHERIS or destroy all PHI maintained by Vendor in any form or medium,
including all copies of such PHI and PHI held by any subcontractors or agents of
Vendor. Unless SPHERIS notifies Vendor otherwise (in response to a Customer
requirement), Vendor may maintain any PHI that cannot feasibly be returned to SPHERIS
or destroyed but will continue to abide by the terms and conditions of this Addendum
with regard to such information and will limit its further use or disclosure of such
information to those purposes that make return or destruction of the information
infeasible, for so long as Vendor maintains such information. The terms of this
Addendum Section 12.3 shall survive termination of this Addendum.
 13.
    
    General Provisions.
 13.1
    
    Definitions. Unless otherwise indicated in this Addendum, all capitalized terms
shall have the meanings set forth in the Privacy and Security Rules.
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13.2
    
    Amendment. In the event that any final regulation or amendment to final regulations
is promulgated by the U.S. Department of Health and Human Services or other
government regulatory authority with respect to PHI or in the event of an amendment
to SPHERISs contractual obligations to its Customers with respect to PHI, this
Addendum shall automatically be amended to remain in compliance with such
requirements.13.3
    
    Interpretation. Any ambiguity in this Addendum shall be resolved in favor of a
meaning that permits SPHERIS to comply with its contractual obligations to its
Customers. Nothing in this Addendum shall be construed to create any rights or
remedies in any third parties. A reference in this Addendum to a section in 45 C.F.R.
Parts 160 or 164 means the section as in effect or as amended.13.4
    
    Conflicts. The terms and conditions of this Addendum override and control any
conflicting term or condition of the Agreement. All non-conflicting terms and
conditions of the Agreement remain in full force and effect.
 IN WITNESS WHEREOF
 Vendor
    
    Spheris Operations Inc.By: /s/ Gregory T. Stevens
    
    By: /s/ Gregory T. StevensName: Gregory T. Stevens
    
    Name: Gregory T. StevensTitle: Chief Administrative Officer and General Counsel
    
    Title: Chief Administrative Officer and General CounselDate: June 1, 2005
    
    Date: June 1, 2005
 14