Common use of Software Maintenance Services Clause in Contracts

Software Maintenance Services. In consideration of payment of the annual Maintenance Fee(s) set forth in Section A. any and all Releases regarding MPOWER(R) issued by MPOWER; B. any and all updates to the Documentation issued by MPOWER; and C. remote diagnostic support (including dial-up capabilities) regarding MPOWER(R)to include error analysis and, where possible, correction services, twenty-four (24) hours per day, seven (7) days per week. Any on-site assistance which Customer may request and which is provided by MPOWER, which, in MPOWER's and Customer's reasonable opinions, is not necessary to determine the nature and resolution of any problems Customer may have with MPOWER(R)shall be provided by MPOWER at its then-current rates. If Customer notifies MPOWER that it suspects a material error in the program logic of MPOWER(R)or in the Documentation, MPOWER shall make all reasonable efforts to confirm the existence of the error and correct it. If the parties mutually determine that no such error exists, Customer agrees to pay MPOWER for its services at MPOWER's hourly rates then in effect and to reimburse MPOWER for any and all reasonable travel and living expenses incurred by MPOWER in rendering such services. MPOWER will use its Severity Designations in effect from time to time to provide remote diagnostic support. The current Severity Designations and attendant response times are given in Exhibit G to this Attachment. D. Extended Support Services: MPOWER will provide Extended Support Services for Customer's technical environment through a dedicated dial-up line. As defined below, Extended Support Services will include: - Database maintenance (table and file space); - IBM Transaction Server maintenance; - System utilities; and - Application maintenance and patches. To help facilitate MPOWER's provision of Extended Support Services, Customer will provide onsite system administration resources with access to the system console to handle such activities as coordination of hardware troubleshooting, network/security administration and backups/loading of tapes. MPOWER's providing Customer with maintenance services as described in this Section V shall automatically continue, on an annual basis, unless either party shall give written notice to the other that it desires not to renew such maintenance services. The parties agree that such written notice shall be remitted for receipt by the other no less than ninety (90) days prior to the end of the then-current annual maintenance period.

Software Maintenance Services. In consideration of payment of the annual Maintenance Fee(s) set forth in SectionSection VIII B of this Attachment, Customer agrees to purchase, and MPOWER agrees to provide Customer on an annually renewable basis with software maintenance services for MPOWER(R) as follows (provided Customer allows MPOWER, at MPOWER's request, dial-up access to MPOWER(R)): A. any and all Releases regarding MPOWER(R) issued by MPOWER; B. any and all updates to the Documentation issued by MPOWER; and C. remote diagnostic support (including dial-up capabilities) regarding MPOWER(R)to include error analysis and, where possible, correction services, twenty-four (24) hours per day, seven (7) days per week. Any on-site assistance which Customer may request and which is provided by MPOWER, which, in MPOWER's and Customer's reasonable opinionsopinion, is not necessary to determine the nature and resolution of any problems Customer may have with MPOWER(R)shall be provided by MPOWER at its then-current rates. If Customer notifies MPOWER that it suspects a material error in the program logic of MPOWER(R)or in the Documentation, MPOWER shall make all reasonable efforts to confirm the existence of the error and correct it. If the parties mutually determine that no such error exists, Customer agrees to pay MPOWER for its services at MPOWER's hourly rates then in effect and to reimburse MPOWER for any and all reasonable travel and living expenses incurred by MPOWER in rendering such services. MPOWER will use its Severity Designations in effect from time to time to provide remote diagnostic support. The current Severity Designations and attendant response times are given in Exhibit G to this Attachment. D. Extended Support Services: MPOWER will provide Extended Support Services . Notwithstanding the foregoing, should Customer be utilizing any Release of MPOWER(R) other than the then-most-recent Release, or the Release prior to the then-most-current Release, provided such Release has been available for Customer's technical environment through use for a dedicated dialperiod of twelve (12) months or longer, MPOWER reserves the right, at its sole option, to terminate its obligations to provide maintenance services under this Section V at any time upon giving thirty (30) days' prior written notice to Customer. If such a condition exists, MPOWER and Customer agree to negotiate in good faith to define reasonable terms, conditions and fees for MPOWER to provide Customer with maintenance services for such then non-up line. As defined below, Extended Support Services will include: - Database maintenance (table and file space); - IBM Transaction Server maintenance; - System utilities; and - Application maintenance and patches. To help facilitate MPOWER's provision of Extended Support Services, Customer will provide onsite system administration resources with access to the system console to handle such activities as coordination of hardware troubleshooting, network/security administration and backups/loading of tapescurrent Release. MPOWER's providing Customer with maintenance services as described in this Section V shall automatically continue, on an annual basis, unless either party shall give written notice to the other that it desires not to renew such maintenance services. The parties agree that such written notice shall be remitted for receipt by the other no less than ninety (90) days prior to the end of the then-current annual maintenance period.

Software Maintenance Services. In consideration of payment of the annual Maintenance Fee(s) set forth in SectionSection VIII B of this Attachment, Customer agrees to purchase, and MPOWER agrees to provide Customer on an annually renewable basis with software maintenance services for MPOWER(TM) as follows (provided Customer allows MPOWER, at MPOWER's request, dial-up access to MPOWER(TM)): A. any and all Releases regarding MPOWER(RMPOWER(TM) issued by MPOWER; B. any and all updates to the Documentation issued by MPOWER; and C. remote diagnostic support (including dial-up capabilities) regarding MPOWER(R)to MPOWER(TM) to include error analysis and, where possible, correction services, twenty-four (24) hours per day, seven (7) days per week. Any on-site assistance which Customer may request and which is provided by MPOWER, which, in MPOWER's and Customer's reasonable opinionsopinion, is not necessary to determine the nature and resolution of any problems Customer may have with MPOWER(R)shall MPOWER(TM) shall be provided by MPOWER at its then-current rates. If Customer notifies MPOWER that it suspects a material error in the program logic of MPOWER(R)or MPOWER(TM) or in the Documentation, MPOWER shall make all reasonable efforts to confirm the existence of the error and correct it. If the parties mutually determine that no such error exists, Customer agrees to pay MPOWER for its services at MPOWER's hourly rates then in effect and to reimburse MPOWER for any and all reasonable travel and living expenses incurred by MPOWER in rendering such services. MPOWER will use its Severity Designations in effect from time to time to provide remote diagnostic support. The current Severity Designations and attendant response times are given in Exhibit G to this Attachment. For purposes of this subparagraph, MPOWER agrees to set the hourly rate at $125.00 per hour for the first twelve months from the date first written above, with increases for the subsequent two years not to exceed the CPI. Prior to the end of this three year period, CUSTOMER and MPOWER shall negotiate in good faith the hourly rate to apply to additional years. D. Extended Support Services: MPOWER will provide Extended Support Services Notwithstanding the foregoing, should Customer be utilizing any Release of MPOWER(TM) other than the then-most-recent Release, or the Release prior to the then-most-current Release, provided such Release has been available for Customer's technical environment through use for a dedicated dialperiod of six (6) months or longer, MPOWER reserves the right, at its sole option, to terminate its obligations to provide maintenance services under this Section V at any time upon giving thirty (30) days' prior written notice to Customer. If such a condition exists, MPOWER and Customer agree to negotiate in good faith to define reasonable terms, conditions and fees for MPOWER to provide Customer with maintenance services for such then non-up line. As defined below, Extended Support Services will include: - Database maintenance (table and file space); - IBM Transaction Server maintenance; - System utilities; and - Application maintenance and patches. To help facilitate MPOWER's provision of Extended Support Services, Customer will provide onsite system administration resources with access to the system console to handle such activities as coordination of hardware troubleshooting, network/security administration and backups/loading of tapescurrent Release. MPOWER's providing Customer with maintenance services as described in this Section V shall automatically continue, on an annual basis, unless either party shall give written notice to the other that it desires not to renew such maintenance services. The parties agree that such written notice shall be remitted for receipt by the other no less than ninety (90) days prior to the end of the then-current annual maintenance period. Attached as Exhibit H hereto is a list of requested enhancements to MPOWER(TM) made by Customer. MPOWER agrees to add the items in this list to the queue of enhancements for inclusion in future Releases, which requested enhancements will be handled by MPOWER according to MPOWER's development methodology and protocols and the terms of this Agreement regarding future Releases. Items numbered 4 (UB-92 Requirements) and 6 (Referral/Authorizations) are considered the highest priority by Customer and MPOWER states that these items have been added to the priority list for the next Release, which is currently scheduled for the end of the second quarter of 1998. Item number 7 (Original Date Stamp on Claim) is recognized to be a critical enhancement for the processing of Medicare claims and MPOWER agrees to add it to the priority list for either the next Release or the second Release subsequent to the effective date of this Agreement. All other enhancements indicated in Exhibit H which were promised in the MPOWER response to the CUSTOMER Request for Information or which relate to functionality that was indicated within the MPOWER response to the CUSTOMER Request for Information which require enhancement to accomplish will be added to the MPOWER priority list for no later than the second Release subsequent to the effective date of this Agreement. Collectively these enhancements identified herein are considered to be material terms of the Agreement.