PSP WILL HAVE THE RIGHT TO SUSPEND OR TERMINATE MEDQUIST'S LICENSE
GRANTED PURSUANT TO THIS AGREEMENT, AND TERMINATE THIS AGREEMENT AFTER HAVING
PROVIDED MEDQUIST AT LEAST 30 DAYS WRITTEN NOTICE TO CURE THE PAST-DUE SUM.
7.
DEVELOPMENT SERVICES.
7.1.
PROVIDED THAT MEDQUIST MEETS ITS SALES FORECAST FOR EACH SIX (6)
MONTH PERIOD BEGINNING WITH THE PERIOD ENDED JUNE 30, 2005, PSP WILL USE
COMMERCIALLY REASONABLE EFFORTS TO PERFORM THE FOLLOWING DEVELOPMENT SERVICES
AND PROVIDE THE PRODUCT SUPPORT SET FORTH IN THIS SECTION 7 (COLLECTIVELY, THE
"DEVELOPMENT SERVICES"):
7.1.1.
PSP WILL USE COMMERCIALLY REASONABLE EFFORTS TO CONTINUE TO UPGRADE
VERSION 1 OF THE PRODUCTS, INCLUDING WITHOUT LIMITATION THE INTEGRATION OF THE
PRODUCTS TO ALL PACS, RIS, AND HIS VENDORS MEDQUIST DESIGNATES.
MEDQUIST AND
PSP WILL WORK TOGETHER TO MUTUALLY AGREE ON WHICH INTEGRATIONS WITH WHICH PACS,
RIS, AND HIS VENDORS WILL BE DEVELOPED ON A QUARTERLY BASIS.
MEDQUIST WILL
PROVIDE ALL TECHNICAL AND CONTACT INFORMATION NEEDED TO IMPLEMENT SUCH
INTEGRATIONS.
PSP WILL STRIVE TO DEVELOP AS MANY INTEGRATIONS AS POSSIBLE WITH
A GOAL OF 4 PER QUARTER.
PSP AND MEDQUIST UNDERSTAND THAT IT IS IN THEIR MUTUAL
BEST INTEREST TO DO MORE INTEGRATIONS PER QUARTER IF RESOURCES ALLOW.
7.1.2.
INTEGRATION SHALL BE DEFINED AS FOLLOWS:
.
1) INTERFACING WITH THE OTHER APPLICATION (EXCHANGE OF STANDARD
HL7-LIKE INFORMATION VIA XML) OR
.
2) DESKTOP INTEGRATION, WHERE THE FRONT END MODULES OF SPEECHQ AND
THE INTEGRATING APPLICATION (PACS, RIS, AND HIS) INTERACT WITH EACH OTHER: WHICH
DEFINITION SPECIFICALLY INCLUDES THE LOGIN FUNCTION FROM THE INTERFACING
APPLICATION TO THE PRODUCT OR VICE VERSA AND THE CAPABILITY FOR THE END-USER TO
CONTROL THE PRODUCT TO DIRECTLY CREATE, SHOW, AND WORK ON A CERTAIN REPORT.
7.1.3.
PSP WILL PROVIDE ONE (1) INDIVIDUAL (THE "SUPPORT TECHNICIAN") TO
SUPPORT MEDQUIST AND ITS DEALERS IN THE TERRITORY WITH END USER IMPLEMENTATION
AND OTHER SERVICE REQUIREMENTS, FOR THE PERIOD JUNE 25, 2004, THROUGH JUNE 30,
2005.
MEDQUIST WILL PAY THE RETURN AIR FARE OF SUCH SUPPORT TECHNICIAN TO SUCH
SUPPORT TECHNICIAN'S FROM SUPPORT TECHNICIAN'S RESIDENT LOCATION IN THE
TERRITORY POINT OF DEPARTURE, PLUS SUCH SUPPORT TECHNICIAN'S WORK-RELATED TRAVEL
EXPENSES IN THE TERRITORY AND COST OF LIVING EXPENSES IN THE UNITED STATES,
INCLUDING WITHOUT LIMITATION THE COST OF SUCH SUPPORT TECHNICIAN'S APARTMENT.
PSP WILL BE RESPONSIBLE FOR
6
ALL OTHER COSTS OF SUCH SUPPORT TECHNICIAN NOT ENUMERATED IN THIS SECTION 7.1.3,
INCLUDING SUCH SUPPORT TECHNICIAN'S WAGE AND BENEFIT COSTS.
7.1.4.
PSP WILL USE COMMERCIALLY REASONABLE EFFORTS TO RELEASE AN
ADDITIONAL SOFTWARE RELEASE OF THE PRODUCTS.
PSP AND MEDQUIST WILL WORK
TOGETHER TO DETERMINE THE REQUIREMENTS AND SPECIFICATIONS OF SUCH SOFTWARE
RELEASE.
7.1.5.
PSP WILL USE COMMERCIALLY REASONABLE EFFORTS TO RELEASE A MINIMUM
OF TWO (2) SERVICE RELEASES PER YEAR.
AS USED IN THIS AGREEMENT, "SERVICE
RELEASE" MEANS A SOFTWARE RELEASE OR POINT RELEASE.
MEDQUIST ACKNOWLEDGES THAT
PSP CAN SUPPORT ONLY TWO SOFTWARE RELEASES AT THE SAME TIME, WHICH SOFTWARE
RELEASES WILL BE THE CURRENT RELEASE AND ITS NEXT MOST PREVIOUS RELEASE.
7.1.6.
PSP WILL USE COMMERCIALLY REASONABLE EFFORTS TO RELEASE