Exhibit 10.11
AMENDMENT TO THE
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BUSINESS COLLABORATION AGREEMENT
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This AMENDMENT TO THE BUSINESS COLLABORATION AGREEMENT ("Amendment"), dated
as of September 20, 2000 is made and entered into by and among (i) Halis, Inc.
("HALIS"), a Georgia corporation and (ii) HealthWatch, Inc. ("HealthWatch"), a
Minnesota corporation.
WHEREAS, HALIS and HealthWatch have entered into that certain Business
Collaboration Agreement dated as of October 10, 1997 (the Agreement") to provide
both parties with access to the other party's software products; and
WHEREAS, HALIS and HealthWatch both desire to extend the term of the
Agreement and adjust the royalty fees contained therein.
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, the parties, intending to be legally bound, do
hereby agree as follows:
1. Section 2 of the Agreement shall be deleted in its entirety and
replaced with the following:
"2.1 HealthWatch License. HALIS grants to HealthWatch a non-exclusive
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right to distribute, market, sub-license, and private label HALIS software
products. HealthWatch agrees to pay HALIS, a $50,000 per month
collaboration fee. HealthWatch will share revenues received from such
activities on a 60/40 basis, whereby 60% will be allocated to HealthWatch
and 40% will be allocated to HALIS. All collaboration fees paid to HALIS
for the life of this agreement will be cumulated in the form of a credit to
be applied to the revenue sharing amounts owed to HALIS by HealthWatch.
Revenue sharing amounts will be determined on a quarterly basis, and any
amount owed, net of the collaboration fee credits, will be paid to HALIS
within 30 days after the conclusion of each quarter. HALIS shall (i)
provide support to HealthWatch for the HALIS software products and
reasonable product enhancements as part of product release updates and (ii)
accept and review input from HealthWatch with regard to reasonable product
enhancement requests to be included in future product release updates.
HealthWatch shall have the option to terminate its license granted under
this Section 2.1 on or after October 1, 2001 upon 90 days prior written
notice to Halis (provided all net revenue sharing fees are paid and
current), in which event its obligation to pay the $50,000 monthly
collaboration fee shall terminate. Revenue sharing shall continue with
respect to any sub-license previously granted by HealthWatch under this
Agreement. Previously paid collaboration fees shall continue to operate as
a credit against amounts owed to HALIS. HALIS shall continue to provide
support required under this Agreement for all outstanding product licenses
issued by HealthWatch after such termination. However, should HealthWatch
exercise its option to terminate the monthly collaboration fee, HALIS shall
have the option to terminate its support obligations under this Section 2.1
in exchange for waiving all unearned future revenue sharing payments due to
HALIS under this Section 2.1.
2.2. HALIS License. HealthWatch grants to HALIS a non-exclusive right to
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market, distribute, sub-license and private label HealthWatch's information
technology software. HALIS will share revenues received from such sales or
sub-licensing of the HealthWatch software technology on a 60/40 basis,
whereby 60% will be allocated to HALIS and 40% will be allocated to
HealthWatch. The provisions of the Business Collaboration Agreement
associated with this paragraph 2.2 will remain in effect for the term of
the Agreement. All revenue sharing shall be paid to HealthWatch on a
quarterly basis within 30 days after the conclusion of each quarter.
2.3 Set-Offs Permitted. HealthWatch and HALIS both agree that either
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party shall be permitted to deduct any amounts payable under this Agreement
and apply such payment to any undisputed amounts due and payable from the
other party as a result of fees payable under this Agreement, cost sharing
arrangements between the parties or any other similar arrangements."
2. Section 6 of the Agreement shall be deleted in its entirety and
replaced with the following:
"6. Term. The term of this Agreement shall expire on September 20, 2005,
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and shall be automatically extended for additional one-year terms, unless
terminated by one of the parties by giving a written notice to the other
party ninety days prior to the end of the original term or the additional
one year renewal terms."
3. Except as modified by this Amendment, all terms and conditions of the
Agreement are hereby reaffirmed.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
effective date mentioned above.
HEALTHWATCH, INC. HALIS, INC.
/s/ Xxxxx Xxxxxx /s/ Xxxx X. Xxxxxxxx
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By: Xxxxx Xxxxxx By: Xxxx X. Xxxxxxxx
Its: Chief Operating Officer Its: President
Date: September 20, 2000 Date: September 20, 2000
/s/ Xxx Xxxxxxxx /s/ Xxxx Xxxxxxxxx
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By: Xxx Xxxxxxxx By: Xxxx Xxxxxxxxx
Its: Chief Financial Officer Its: Director
Date: September 20, 2000 Date: September 20, 2000
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