Portions of this Exhibit have been omitted pursuant
to a request for confidential treatment. The omitted
portions, marked by [****], have been separately filed
the Commission.
SERVICES AGREEMENT
This Agreement is effective this 24th day of September, 1996, (the "Effective
Date") between Patient Infosystems, Inc., 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx
00000 ("Vendor") and Xxxxxx Methodist Health Plan, 000 Xxxx Xxxxx Xxxxx, Xxxxx
000, Xxxxxxxxx, XX 00000-0000 ("Xxxxxx"). Vendor agrees to provide services to
Xxxxxx under the terms set forth below.
A. SERVICES
Vendor shall enroll up to [****] patients, to be designated by Xxxxxx no
later than November 1, 1996, in its asthma disease management program as
described in Exhibit A to this Agreement. Vendor shall provide Xxxxxx with
enrollment packages for use in enrolling patients, with each package to
include an introductory letter from Xxxxxx, a program enrollment form and
an SF 36 Health Survey form, as well as SF-36 Health Survey forms for use
at the completion of the program. Xxxxxx shall provide Vendor with a
completed program enrollment form and a completed SF-36 Health Survey for
each patient at enrollment as well as a completed SF 36 Health Survey at
the conclusion of the program. Vendor shall provide the asthma disease
management program services as described in Exhibit A, and scoring of the
SF 36 Health Surveys completed before and after the delivery of the program
services.
B. COMPENSATION
1. Xxxxxx shall pay Vendor program operational fees as follows:
[****] at the time of patient enrollment in the program
2. All amounts due under this Agreement shall be invoiced monthly to
Xxxxxx by Vendor and payable to Vendor within thirty days of the date of
the invoice. Payments exceeding thirty days past due shall be subject to a
service charge of [****] per month until paid.
3. In the event that Xxxxxx shall request any changes in the
specifications or scope of the services described in Exhibit A hereto,
Vendor will notify Xxxxxx of the cost of such revisions and will not
proceed without prior written approval.
C. CONFIDENTIALITY
1. Xxxxxx and Vendor acknowledge that certain confidential and proprietary
information may be disclosed by one of them to the other in the course of
this Agreement. For purposes of this Agreement, the term "Confidential
Information" includes the following: (a) All information regarding the
patient, Xxxxxx'x customers, any patient medical data and/or status, or
provider information; and (b) any other information identified as
confidential in writing by the disclosing party prior to disclosure.
Notwithstanding the confidentiality requirements of this Agreement, the
foregoing shall not prevent Vendor from retaining information, including
any and all information and data pertaining to any patient which comes to
Vendor or to which Vendor is given access during this Agreement.
2. Should Vendor receive confidential information from Xxxxxx for use in
performing its services, Vendor agrees to take all reasonable steps to
safeguard the confidentiality of said information and to prevent
unauthorized disclosure thereof by Vendor's employees, agents and
representatives. Vendor shall maintain strict security procedures to
protect the confidentiality of any information received, stored, or
delivered on patients in the Xxxxxx or any affiliated or associated
company's database.
3. The data released hereunder to Vendor regarding patients, patient
medical data, Xxxxxx'x customers, and provider information is considered
sensitive and confidential information. Vendor acknowledges and agrees to
take all steps necessary to safeguard the confidentiality of all
information provided by Xxxxxx , whether oral or written, to maintain such
information as strictly confidential and to prevent unauthorized disclosure
thereof by Vendor's employees, agents, representatives and other third
parties. Vendor warrants that all such information will not be disclosed
to any person, organization or entity other than Xxxxxx.
4. The obligations of this Paragraph C shall not apply to any Confidential
Information which the recipient can demonstrate is or becomes available to
the public through no breach of this Agreement.
5. Neither party to this Agreement shall, except as may be required by law
or federal regulation, or except with express written permission of the
other party, disclose the terms and conditions of this Agreement to any
third party or publicly advertise its contents.
6. The parties agree that a breach of any of the material obligations
under the applicable confidentiality provisions of this Agreement may cause
irreparable injury for which the injured party would have not adequate
remedy at law, and that the injured party shall be entitled to specific
performance or preliminary or other injunctive relief in addition to any
and all remedies it may otherwise be entitled to at law or in equity.
7. This Paragraph C shall survive the termination of this Agreement.
D. INDEMNIFICATION
Each party shall indemnify and hold the other party harmless from and
against all liability, damages, penalties, losses, costs or expenses,
including reasonable attorneys' fees, arising from or in any way related to
its willful or negligent actions or omissions in performing the
responsibilities as described in this Agreement.
E. LIMITATION OF LIABILITY
Neither Xxxxxx nor Vendor shall in any way be liable for any special,
indirect, exemplary, incidental or consequential damages, whether based on
contract, tort, or any other legal theory, even if Xxxxxx or Vendor has
been previously advised of the possibility of such damages. This Paragraph
E shall survive the termination of this Agreement.
F. PROFESSIONAL STANDARDS
Vendor represents that it has facilities, personnel, experience and
expertise sufficient in quantity and quality to perform all such
assignments and projects given it by Xxxxxx hereunder and agrees that it
will perform all such assignments and projects in a manner commensurate
with professional standards generally applicable to its industry.
G. OWNERSHIP OF MATERIALS
All surveys, reports and documentation prepared by Vendor in connection
with the performance of its services hereunder will become and remain
Xxxxxx'x sole property. Title to all material and documentation, including
data furnished by Xxxxxx to Vendor or delivered by Xxxxxx into the
Vendor's possession, shall remain with Xxxxxx. Vendor shall immediately
return all such material or documentation within seven (7) days of any
request by Xxxxxx or upon the termination or conclusion of this
Agreement, whichever shall occur first.
All date collected by Vendor in the course of performing its services under
this Agreement shall remain Vendor's sole property. Vendor's use of the
data is limited to instances where data will not be identified by patient
or by client of Xxxxxx.
Vendor agrees it will not disclose to any third party, without the prior
written consent of Xxxxxx, any proprietary or confidential information
acquired from Xxxxxx under this Agreement, including trade secrets,
business plans and confidential or other information which may be
proprietary to Xxxxxx.
Vendor warrants and represents that it has or will have the right, through
written agreements with its employees, to secure for Xxxxxx the rights
called for in this Paragraph G. Further, in the event Vendor uses any
subcontractor, or other third party to perform any of the services
contracted for under this Agreement, Vendor agrees to enter into such
written agreements with such third party, and to take such other steps as
are or may be required to secure for Xxxxxx the rights called for in this
Paragraph G.
H. DURATION OF AGREEMENT
1. Term
This Agreement is effective as of the Effective Date and shall continue in
full force and effect for a period of twelve months from the effective
date.
2. Termination
If Xxxxxx defaults in the payment of any amounts due to Vendor under this
Agreement, Vendor may give Xxxxxx notice of such default and if Xxxxxx
does not cure any payment default within five (5) days after the giving of
such notice, then Vendor may terminate this Agreement on not less than
thirty (30) days notice to Xxxxxx.
I. INDEPENDENT CONTRACTORS
Vendor shall at all times be an independent contractor and shall so
represent itself to all third parties. Nothing in this Agreement shall be
deemed to constitute either party as the agent or legal representative of
the other nor to constitute the parties as partners, or joint ventures of
one another.
J. THIRD PARTY OBLIGATIONS
In connection with this Agreement, Vendor shall make no commitments or
disbursements, incur no obligations nor place any advertising, public
relations or promotional material for itself, Xxxxxx, its parent,
subsidiaries or affiliate companies, nor disseminate any material of any
kind using the name of Xxxxxx and/or Xxxxxx'x parent, subsidiary or
affiliate companies or using their trademarks, without the prior written
approval of Xxxxxx.
K. GOVERNING LAW
This Agreement is entered into in the State of Texas and shall be
constructed and governed under and in accordance with the laws of that
State.
L. MISCELLANEOUS
1. The terms of this Agreement shall be binding upon Xxxxxx and Vendor
and their respective successors and permitted assigns. Notwithstanding the
foregoing, this Agreement is not assignable in whole or in part by either
party without the prior written consent of the other party.
2. The failure of either party to take action as a result of a breach of
this Agreement by the other party shall constitute neither a waiver of the
particular breach involved nor a waiver of either party's right to enforce
any or all provisions of this Agreement through any remedy granted by law
or this Agreement.
3. This Agreement contains the entire understanding of the parties with
respect to the subject matter contained herein, supersedes any prior
written or oral communications and may be modified in writing subject to
mutual agreement of the parties hereto.
4. The headings of each paragraph are for reference only and shall not be
construed as part of this Agreement.
5. Except for the obligation to pay money properly due and owing, either
party shall be excused from any delay or failure in performance hereunder
caused by reason of any occurrence or contingency beyond its reasonable
control, including, but not limited to, failure of performance by the other
party, earthquake, labor disputes, riots, governmental requirements,
inability to secure materials on a timely basis, failure of computer
equipment, failures or delays of sources from which information or data is
obtained and transportation difficulties.
IN WITNESS WHEREOF, the parties hereto, each by a duly authorized officer, have
entered in to this Agreement this 24th day of September, 1996
Xxxxxx Methodist Health Plan Patient Infosystems, Inc.
000 Xxxx Xxxxx Xxxxx, Xxxxx 000 46 Prince Street
Arlington, TX 66011-4008 Xxxxxxxxx, XX 00000
By: /s/ Xxxxxx Xxxxxx, M.D. By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------
Title: Director of Wellness and Prevention Title: President & CEO
----------------------------------- ------------------------
EXHIBIT A
ASTHMA
DISEASE MANAGEMENT
PROPOSAL
------------------------------
PRESENTED BY
Patient Infosystems, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
000-000-0000
RATIONALE:
Asthma places a tremendous burden on patients and health care providers and
demands a significant portion of our nation's health care dollars. Patient
Infosystems, Inc. is committed to improving health outcomes through the
application of state of the art technologies to the care and treatment of
asthma. Our proprietary interactive voice recognition systems, enhanced
database modeling techniques, and on-demand publishing combine to provide the
powerful educational intervention necessary to enhance patient adherence to
treatment recommendations, empower patients to self-manage their disease and
provide immediate referrals when specific critical triggers are met.
PROGRAM DEVELOPMENT:
Patient Infosystems, Inc.'s staff, clinical experts and physician consultants
performed a comprehensive review of asthma to insure that the National Heart,
Lung, and Blood Institute's guidelines form the program's foundation.
Recognized leaders in outcomes management provided guidance throughout the
project development process.
PROGRAM INTERVENTION STRATEGIES:
Patient Infosystems, Inc.'s core asthma patient intervention program consists
of six interactive voice response based telephone interventions. Each
contact generates an on-demand personalized patient report targeting the
patient's status in relation to the specifics of their asthma condition. The
patient will also receive patient educational materials designed to reinforce
their awareness and knowledge regarding their condition and promote their
treatment adherence. Additionally, the patient's physician/health care
provider will receive an at-a-glance formatted report for review and
inclusion in the patient's medical records. These reports highlight specific
areas of concern of the patient and demonstrate areas of a patient's
adherence to the prescribed therapy.
Each intervention is uniquely structured to target specific behaviors such as
recognition of symptoms and triggers, encourage compliance with trigger
avoidance, medications and self-management and provide for Quality of Life
measurements. By providing unique, individually tailored intervention
strategies, Patient Infosystems, Inc. highlights areas where noncompliance
and poor self management impact the plan's expenditures. The program also
provides an active intervention to modify "at risk" behavior before an
emergency room visit or hospitalization occurs. These intervention
strategies also provide the patient with encouraging feedback and positive
reinforcement with respect to their personal health management.
CRITICAL EVENTS:
As an extra feature, Patient Infosystems, Inc.'s clinical staff establishes
specific critical event triggers that are monitored at each intervention.
Patients meeting specified criteria demonstrating an increased risk of
hospitalization, emergency services or other costly intervention will have
their physician/health care provider notified the day of the intervention by
means of a faxed report. This critical event notification and tracking of
key indicators has demonstrated a reduction in the global cost of managing
chronically ill patients.
DATA MEASUREMENTS:
In addition to providing ongoing support for patients, Patient Infosystems,
Inc.'s fully integrated systems approach allows for immediate on-line data
collection and evaluation. Programs may be customized to include
administration of HEDIS, Health Quality, patient satisfaction, NCQA and
Quality of Life surveys without operator induced bias. The process
streamlines data collection and provides a cost effective method to query
patients.
2
PROGRAM OVERVIEW
The following intervention schedule will be delivered to patients who are
enrolled in the program. See the "Program Intervention Description" section
for details about each of the interventions. See the "Program Schedule
Summary" for the delivery schedule of each intervention. Note that the term
"physician/health care provider" is used to denote a physician, case manager
or other health care provider designated to receive communications regarding
the patient.
I. PROGRAM COMPONENTS
- Enrollment form
- Patient diary
- Program description/overview brochure
- Six (6) Interactive Voice Response (IVR) telephone contacts
- Six (6) on-demand published personalized patient reports
- Patient educational materials - one per call
- Six (6) on-demand published physician/health care provider reports
- Critical trigger notification
- Voice demonstration line
- Logo integration
II. PROGRAM INTERVENTION SCHEDULE:
CALL #1:
- Patient enrollment via enrollment form
- Initial telephone intervention within ten days of enrollment
- Patient receives on-demand published report following IVR intervention
- Appropriate patient educational materials and diary sent to patient
- Physician/health care provider receives on-demand published, patient
specific report for review and inclusion in patient record following IVR
intervention
- Additionally physician/health care provider receives same day
notification via fax for any patient reporting status indicating a
critical trigger has been met.
CALLS #2, 3, 4, 5, 6:
- Patient receives an IVR based telephone intervention per program
schedule summary
- Patient receives on-demand published report following each IVR
intervention
- Appropriate patient educational materials sent to patient
- Physician/health care provider receives on-demand published, patient
specific report for review and inclusion in patient record following each
IVR intervention
- Additionally physician/health care provider receives same day
notification via fax for any patient reporting status indicating a critical
trigger has been met
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III. INTERVENTION SCHEDULE SUMMARY:
The program consists of a schedule including 6 telephone interventions, 6
patient reports, 6 physician/health care provider reports, 6 patient
educational materials and critical trigger reporting when a patient reports a
crisis. The schedule is carried out over an 8 month period.
-------------------------------------------------------------------------------
CALL # 1 2 3 4 5 6
-------------------------------------------------------------------------------
MONTH # 1 2 3 4 6 8
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
IVR Intervention * * * * * *
-------------------------------------------------------------------------------
Patient Report * * * * * *
-------------------------------------------------------------------------------
Physician/Health * * * * * *
Care Provider
Report
-------------------------------------------------------------------------------
Patient * * * * * *
Educational
Materials
-------------------------------------------------------------------------------
Critical Trigger * * * * * *
Reporting
(faxed as needed)
-------------------------------------------------------------------------------
4
PROGRAM INTERVENTION DESCRIPTION
See the "Program Schedule Summary" section for an outline of the schedule for
delivering these program components. Note that the term "physician/health
care provider" is used to refer to a physician, case manager or other health
care provider designated to receive communications regarding the patient.
ENROLLMENT FORM/PROGRAM DESCRIPTION
- One (1) page mailer to be distributed by providers to patients and
returned via postage paid mail
- Provides brief assessment for gathering patient data (e.g., name, phone
number, best time to contact, physician/health care provider fax number,
and identification number). Necessary for Patient Infosystems, Inc. to
inititate a telephone call to patient
- Program description includes a brief program overview for patient
INTERACTIVE VOICE RECOGNITION TELEPHONE INTERVENTIONS
- Six interactive voice recognition based telephone interventions
initiated by live operators to patients at preferred contact times
- Patient receives personalized questions and clinically appropriate
feedback driven by expert system to promote awareness of condition and
adherence to treatment regimen
- Follow-up assessment of relevant medical and behavioral factors:
update on disease status, prescribed treatment including diet, exercise,
and medications, patient motivation, treatment barriers, patient knowledge
indicators regarding symptom identification and disease self-management
- Allows identification of patient concerns
- Operator-initiated contact to identify patient and transfer to
automated, voice response system
- High appeal voice response system using a recorded human voice versus
computer synthesized speech
- Patient responds in normal speaking voice versus pushing touch tone
buttons
- Adds vital progress information to the longitudinal patient database
PERSONALIZED PATIENT REPORTS
- Laser printed, on-demand published report including personalized
self-reported response data
- Mailed to patient within a week after each telephone intervention
- Black and white/grayscale logo to be used on report as program
identifier
PATIENT EDUCATIONAL MATERIALS
- Educational materials designed to reinforce patient awareness and
knowledge regarding their condition and promote treatment adherence
5
PHYSICIAN/HEALTH CARE PROVIDER REPORTS
- One page laser printed, on-demand published report integrating
patient's self-reported response data
- Mailed to patient's physician/health care provider within a week after
each patient intervention
- "At-a-glance" format provides efficient documentation of critical
patient data, ready for review and inclusion into the patient's medical
record
- Highlighted notification that the patient is not following specific
treatment guidelines
- Black and white/grayscale logo to be used on report as program
identifier
- Facilitates identification of patient education needs and
hard-to-manage patients and appropriate allocation of health care
resources
- Enhances patient-physician/health care provider communication
CRITICAL TRIGGER REPORTING
- Physician/health care providers will be notified via fax when patient
reports symptoms, noncompliance or other critical factors indicating an
increased risk for an acute event, hospitalization or emergency procedure
- Notification will occur the day of the intervention
- Notification will be faxed critical physician/health care provider
report
- Black and white/grayscale logo to be used on report as program
identifier
CLIENT REPORTING
- Patient Infosystems, Inc. will provide standard aggregate outcomes and
demographic reports quarterly
CUSTOMIZATION
Customization and modifications to the core program features and schedules
are available. Cost estimates for alterations will be furnished upon
identification of revised program specifications.
6
