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EXHIBIT 10.34
MARKETING AND LICENSE AGREEMENT
THIS MARKETING AND LICENSE AGREEMENT (the "Agreement") is made this
22nd day of March, 1996, between MEDIQUAL SYSTEMS, INC., a Massachusetts
corporation with offices at 0000 Xxxx Xxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx
00000 ("MediQual"), and SPACELABS MEDICAL, INC., a California corporation with
offices at 00000 XX 00xx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000 ("SMI").
RECITALS
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A. MediQual is the developer and owner of the MediQual Products (as
defined below), and SMI desires to obtain from MediQual the rights and licenses
granted herein to engage in the marketing and distribution of the MediQual
Products.
B. MediQual is willing to grant such rights and licenses under the
terms and conditions of this Aareement. NOW, THEREFORE, MediQual and SMI agree
as follows:
ARTICLE 1
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DEFINITIONS
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When used in this Agreement, the capitalized terms listed below shall
have the following meanings:
1.1 "Documentation" means the MediQual user manuals, specifications,
reference materials, guides, instructions, and other documentation relating to
the MediQual Products, as listed in the attached Exhibit A, any revisions to
such documentation which may be created by MediQual from time to time, and any
similar documentation created by MediQual for new MediQual Programs it develops
during the term of this Agreement.
1.2 "End User" means a customer who licenses or otherwise receives
MediQual Products.
1.3 "Maintenance Services" means technical support to End Users, and
computer programming and related services to diagnose and correct defects or
"bugs" in the MediQual Programs, and the Provision of Updates which correct such
defects and "bugs."
1.4 "Marketing Fee" means the fee to be collected and retained by SMI
in consideration of the marketing services to be provided by it under this
Agreement; this fee will equal * of the Net License Fees
collected by SMI hereunder.
1.5 "MediQual License Agreement" means the form software license
agreement under which MediQual licenses the MediQual Products to End Users, as
such form may be amended by MediQual from time to time.
1.6 "MediQual Products" means MediQual Programs, Documentation,
Updates and Upgrades.
1.7 "MediQual Programs" means the computer software programs listed on
the attached Exhibit A, including any Upgrades to such programs and any new
versions of, replacements for, derivatives of, or improvements to, such programs
developed by or on behalf of MediQual during the term of this Agreement.
1.8 "Net License Fees" means, with respect to fees received by SMI or
MediQual from End Users for the license or other distribution by SMI of MediQual
Products, all revenues actually received from such End User,
*
* Confidential portions have been omitted and filed separately with the
Commission.
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*
.
1.9 "Proprietary Information" means, subject to the provisions of
Section 7.3, (i) the terms of this Agreement and (ii) all products,
documentation, software, releases, ideas, concepts, techniques, know-how,
technical information, designs or other information or material, in whatever
form, which one party to this Agreement receives from the other. However,
Proprietary Information does not include any of the following:
(a) information that enters the public domain other than
through a breach of this Agreement;
(b) information that is subsequently lawfully obtained by
the receiving party from a third party or parties without breach of this
Agreement;
(c) information that the disclosing party has expressly
declared in writing as not being "Proprietary Information";
(d) information which the receiving party can establish by
competent proof was independently developed by its employees, consultants,
agents or licensors;
(e) information which the receiving party can establish by
competent proof was in its possession at the time of disclosure by the
disclosing party and was not acquired, directly or indirectly, from the
disclosing party; and
(f) information which is required to be disclosed by
applicable law.
1.10 "SMI Dealer" means a third party authorized by SMI in a written
agreement to distribute MediQual Products to End Users in accordance with the
terms and conditions of this Agreement.
1.11 "Updates" means a modification, revision or supplement to a
MediQual Program which is provided by MediQual to its customers under
maintenance agreements with such customers, and which either (i) makes the
MediQual Program perform functions it was designed to perform or corrects
defects or "bugs" in the MediQual Program, or (ii) adds new features or
functions to existing MediQual Programs.
1.12 "Upgrade" means a new or revised MediQual software program which
MediQual provides to its customers in consideration for additional license fees.
ARTICLE 2
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LICENSE TO MARKET AND DISTRIBUTE MEDIQUAL PRODUCTS
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2.1 Scope of License. MediQual hereby grants to SMI a worldwide,
nonexclusive and nontransferable (except as provided in Section 10.6) license to
market, advertise, demonstrate, distribute and license the MediQual Products,
both directly to End Users and through SMI Dealers, under the trademarks and
service marks of MediQual and to use the MediQual Products in any other manner
incidental, appropriate or necessary to the marketing and distribution of the
MediQual Products in accordance with this Agreement.
2.2 License Agreement with End Users. SMI shall, and shall cause the
SMI Dealers to, license and distribute MediQual Products to End Users using
MediQual's then-current form of license agreement, as it may be amended from
time to time (the "MediQual License Agreement"); a copy of MediQual's form
license agreement as of the date of this Agreement is attached as Exhibit B.
MediQual will provide SMI not less than ninety (90) days' prior written notice
before implementing any changes to its then-current form of license agreement.
* Confidential portions have been omitted and filed separately with the
Commission.
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ARTICLE 3
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MARKETING, PRODUCT SHIPMENT, INSTALLATION, SUPPORT AND MAINTENANCE
------------------------------------------------------------------
3.1 Marketing, Product Shipments, End User Installation and Training. SMI
will use * efforts to market the MediQual Products on behalf
of MediQual, but shall not be required to license or otherwise distribute
* of MediQual Products. MediQual will provide to SMI, upon request
* to SMI, reasonable quantities of MediQual's promotional brochures
and other marketing materials, and copies of the MediQual Products for use by
SMI for demonstration purposes. SMI will procure orders for the MediQual
Products on the terms set forth in the MediQual License Agreement, using order
forms to be provided by SMI (which forms will be consistent with the terms of
this Agreement) at the license fees set forth in MediQual's then-current price
list; a copy of MediQual's price list as of the date of this Agreement is
attached as Exhibit C. MediQual will provide SMI not less than *
days prior written notice of any changes to its price list during the term of
this Agreement; provided, however, that MediQual * for any outstanding
bid quotations which SMI has delivered to prospective End Users prior to SMI's
receipt of notice from MediQual of * . The license of the
MediQual Products shall be a direct contractual obligation between MediQual and
the End User, and MediQual shall be * to the End User for the
delivery, installation and support of the MediQual Products, including but not
limited to any obligation to provide Maintenance Services, Updates or Upgrades.
SMI shall xxxx the End User for the license of the MediQual Products and shall
use * efforts to collect the license fees payable by the End
User for the license of the MediQual Products; provided, however, that SMI will
have * for installation services, training, Maintenance
Services, Updates or Upgrades. SMI shall use * efforts to
collect all fees required to be collected by it hereunder, but shall not be
liable to MediQual if an End User * of the license fees and
other consideration payable by it.
3.2 Demonstration Programs, Training and Consultation. MediQual shall
provide SMI, * copies of demonstration programs for SMI's use in
marketing, promoting and demonstrating the MediQual Products, in such
quantities as SMI may reasonably request from time to time. In addition,
MediQual will provide SMI product training, technical support services and
technical information to assist SMI in demonstrating, distributing and
licensing the MediQual Products. Such services shall be provided by MediQual
* to SMI at mutually agreeable times and in such locations as
SMI may reasonably specify.
ARTICLE 4
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PAYMENT
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4.1 Compensation. In consideration for SMI's efforts to distribute the
MediQual Products and generate licenses of the MediQual Products, SMI shall
receive * (the "Marketing Fee") of the Net License Fees
* by End Users arising from the distribution and license of the
MediQual Products by SMI. SMI shall pay the license fees and other revenues
invoiced to End Users, * the Marketing Fee and *
the amount of any * SMI to End Users for *
MediQual Products, within * after the end of each SMI
fiscal quarter in which the MediQual Products were invoiced by SMI,
concurrently with a written report of the number of MediQual Products which
were licensed by SMI and the SMI Dealers, and the number of MediQual Products
which were * by End Users during such * . SMI
shall not be entitled to a Marketing Fee for returned MediQual Products. The
report shall include sufficient detail to enable MediQual to confirm SMI's
calculation of the payments then due; in addition, SMI agrees to maintain
reasonable books and records of the number of MediQual Products licensed by SMI
and the SMI Dealers in a form sufficient to enable MediQual to verify the
accuracy of the report. MediQual shall * arising from the
distribution of the MediQual Products to the End Users.
4.2 Audit. Either party (the "Auditor") shall have the right to audit
the other party's (the "Auditee") calculation of fees payable under this
Agreement. The Auditor may conduct an audit not more
* Confidential portions have been omitted and filed separately with the
Commission.
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frequently than once per year and upon not less than ten (10) business days'
prior written notice to the Auditee. Such audit shall consist of a verification
of the accuracy of the Auditee's accounting records, through inspection of the
pertinent records and books of account maintained by the Auditee in the ordinary
course of business. Such audit shall be conducted by a certified public
accountant (the "CPA") which is chosen by the Auditor in its reasonable
discretion and which is reasonably acceptable to the Auditee. Such CPA must
agree to sign a nondisclosure agreement in favor of the Auditee, which may
require that the Auditee's books and records of account shall be held in strict
confidence except as may be necessary to report to the Auditor concerning the
accuracy of the Auditee's accounting reports. If the CPA determines that Auditee
has overpaid the Auditor, the Auditor shall promptly refund the amount of such
overpayment to the Auditee. If the CPA determines that the Auditee has underpaid
the Auditor, the Auditee shall promptly pay the Auditor the amount of any such
underpayment. The Auditor shall pay all costs, expenses and fees of the CPA
unless the Auditee has underpaid the Auditor and the amount of such underpayment
exceeds ten percent (10%) of the amount actually due for the period audited, in
which event the CPA's reasonable costs, fees and expenses shall be paid by the
Auditee.
ARTICLE 5
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REPRESENTATIONS AND WARRANTIES
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5.1 Right and Authority. MediQual represents and warrants that (i) it
is the owner of the MediQual Products, including all intellectual property
rights therein under any United States or foreign copyright, patent, trademark,
trade secret, and other applicable law; (ii) it has the full and sufficient
right and authority to grant the rights and licenses granted herein, free and
clear of any and all agreements, liens, adverse claims, encumbrances or
interests of any third party; and (iii) the MediQual Products and the exercise
by SMI of its rights hereunder with respect to the MediQual Products do not and
will not infringe upon, violate or misappropriate any United States or foreign
copyright, patent, trademark, trade secret, contract or other right or interest
of any third party.
5.2 Conformity, Performance and Compliance. MediQual represents and
warrants that the MediQual Products have been prepared in a workmanlike manner
and with professional diligence and skill, and will meet the performance
criteria and technical specifications set forth in the Documentation and any
additional documentation provided by MediQual in conjunction with the delivery
of Upgrades and Updates hereunder.
5.3 Warranties to End Users. SMI is authorized to provide the
warranties set forth in the MediQual License Agreement to End Users regarding
the MediQual Products, and MediQual agrees to honor such warranties and to bear
all costs and expenses of doing so. Except as MediQual may otherwise authorize
in writing, SMI will not provide any warranties to End Users other than those
set forth in the MediQual License Agreement. Nothing in this Section shall: (i)
reduce or otherwise modify either party's indemnification obligations under
Article 9, or (ii) impose any liability on SMI to the extent an End User claims
that the warranty disclaimers and limitations set forth in the MediQual License
Agreement are invalid or unenforceable, or that the Documentation or the
marketing materials prepared by MediQual create implied or express warranties in
addition to those set forth in the MediQual License Agreement.
5.4 THE WARRANTIES SET FORTH IN SECTIONS 5.1, 5.2, AND 5.3 AND THE
MEDIQUAL LICENSE AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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ARTICLE 6
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TERM AND TERMNATION
6.1 Term of Agreement. This Agreement shall become effective on the
date set forth in the preamble paragraph above and shall continue in effect for
two (2) years thereafter, unless earlier terminated or canceled as provided in
Secton 6.2.
6.2 Terminaton. Either party may, at its option, terminate this
Agreement in the event of a material breach of this Agreement by the other
party. Such terminaton may be effected only through a written notice,
specifically identifying the breach on which terminaton is based. Following
receipt of such notice, the party in breach shall have thirty (30) days to cure
the breach. This Agreement shall terminate automatically without further notice
if the cure is not effected by the end of the thirty (30) day cure period.
6.3 Survival. In the event of the terminaton of this Agreement, the
provisions of Articles 4, 5, 8, 7, 8, 9 and 10, shall survive and continue in
effect, and, if this Agreement is terminated by SMI or a breach by MediQual.
ARTICLE 7
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PROPRIETARY RIGHTS AND CONFIDENTIALITY
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7.1 Proprietary Rights.
7.1.1 MediQual's Proprietary Interest in the MediQual Products.
All right, title and interest in and to the MediQual Products shall at all
times remain in MediQual, including but not limited to all applicable
copyrights, trade secrets, trademarks and patents.
7.1.2 Proprietary Marks. SMI shall not remove MediQual's
copyright notices from the MediQual Products, shall reproduce such copyright
notices on all copies of the MediQual Products made by SMI in accordance with
this Agreement, and shall market the MediQual Products under MediQual's
trademarks and service marks. SMI may use its own trade names, trademarks and
service marks in conjunction with MediQual's trademarks and service marks, but
shall do so only to indicate that SMI is an authorized representative for the
license and distribution of the MediQual Products, and not in any manner which
suggests that SMI has any proprietary interest in such trademarks or service
marks.
7.2 Confidentiality.
7.2.1 Protection of Proprietary Information. Subject to Section
7.3, SMI and MediQual each acknowledge that in the course of dealings between
the parties, each party will acquire Proprietary Information of the other party
which they shall protect with at least the same degree of care that they
protect their own Proprietary Information of a similar nature, but in no event
less than a reasonable degree of care.
7.2.2 Disclosure of Proprietary Information. Subject to Section
7.3, neither party shall have the right to disclose or disseminate Proprietary
Information of the other party to any person or entity except to the extent
necessary to perform its obligations under this Agreement, provided that
confidentiality restrictions shall be imposed upon the parties to whom such
disclosures are made, which confidentiality restrictions shall not be less
stringent than those the disclosing party places upon its own Proprietary
Information of a similar nature.
7.2.3 Use of Proprietary Information. Subject to Section 7.3,
neither party shall have the right to use Proprietary Information of the other
party for any reason other than as necessary for the performance of its
obligations under this Agreement.
7.3 Scope of Restrictions. Notwithstanding anything to the contrary in
this Agreement, nothing shall prohibit or restrict SMI from engaging in or
continuing to engage in the clinical information systems business, so long as
its activities do not include the use of intellectual property developed by
MediQual to
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the extent such intellectual property is copyrighted or patented by MediQual or
is otherwise protectable by MediQual as a trade secret in an action with a third
party. MediQual acknowledges and agrees that the identity of End Users and
potential End Users, and information learned by SMI from End Users in marketing
the MediQual Products, do not constitute "Proprietary Information," nor does any
information that could be derived by SMI by general investigation of or
familiarity with the clinical information systems industry, and that SMI may use
such information without restriction.
ARTICLE 8
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LIMITATION OF LIABILITY
In no event shall either party be liable to the other for any
consequential, indirect, special, or incidental damages, even if such party has
been advised of the possibility of such potential loss or damage. However, these
limitations will not limit or diminish the parties' indemnity obligations set
forth in Article 9.
ARTICLE 9
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INDEMNIFICATION
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9.1 General Indemnification.
9.1.1 By MediQual. MediQual shall indemnify and hold harmless
SMI from and against any and all claims, demands, actions, suits, losses,
liabilities, damages, injuries, fines, penalties, costs and expenses including,
without limitation, reasonable attorneys' fees (collectively, the "Claims"),
arising out of or related to damages incurred by a third party, to the extent
such Claims are caused by any defect in MediQual's design or development of the
MediQual Products, any error or omission in information supplied by MediQual to
SMI, by any breach of this Agreement by MediQual, or by any negligent or willful
act or omission of MediQual in connection with the performance of this
Agreement. SMI will provide MediQual reasonable notice of all Claims, and the
opportunity to assume control of the defense, compromise or settlement of those
portions of the Claim for which indemnification is sought. SMI shall assist and
cooperate with MediQual to the extent reasonably required for such defense. The
foregoing indemnification shall not extend to any Claims to the extent such
Claims arise out of matters included in SMl's indemnification of MediQual, as
set forth below.
9.1.2 By SMI. SMI shall indemnify and hold harmless MediQual
from and against any and all Claims arising out of or related to damages
incurred by a third party, to the extent such Claims are caused by any breach of
this Agreement by SMI, or by any negligent or wilful act or omission of SMI in
connection with the performance of this Agreement. MediQual will provide SMI
reasonable notice of all Claims, and the opportunity to assume control of the
defense, compromise or settlement of those portions of the Claim for which
indemnification is sought. MediQual shall assist and cooperate with SMI to the
extent reasonably required for such defense. The foregoing indemnification shall
not extend to any Claims to the extent such Claims arise out of matters
included in MediQual's indemnification of SMI, as set forth above.
9.2 Intellectual Property Indemnification. MediQual shall indemnify
and hold harmless SMI from all Claims arising out of any infringement or claim
of infringement of any patents, copyrights or trade secrets, due to the
distribution, use or license of the MediQual Products in accordance with this
Agreement. SMI will provide MediQual reasonable notice of all such Claims, and
the opportunity to assume the control the defense, compromise or settlement of
such Claims. The foregoing indemnification does not cover Claims of infringement
to the extent they are based upon any breach by SMI of its obligations under
this Agreement. SMI shall assist MediQual to the extent reasonably required for
the defense of such Claims.
ARTICLE 1Q
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MISCELLANEOUS
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10.1 Force Majeure. Neither party shall be in default of this
Agreement by reason of any failure in performance of this Agreement if such
failure arises, directly or indirectly, out of causes reasonably beyond the
control or foreseeability of such party, including, but not limited to, default
by subcontractors or
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suppliers, acts of God or the public enemy, U.S. or foreign governmental acts
in either a sovereign or contractual capacity which are beyond the direct
control of the parties, labor, fire, flood, epidemic, strikes and freight
embargoes.
10.2 Non-Waiver. Any failure by either party to detect, protest or
remedy any breach of this Agreement shall not constitute a waiver or
impairment of any such term or condition, or the right of such party at any
time to avail itself of such remedies on another occasion as it may have for
any other breach or breaches of such term or condition. In order to constitute
an effective waiver hereunder, such waiver must be in writing signed by an
authorized officer of the waiving party.
10.3 Authority to Contract. Each party warrants to the other that:
(1) it has full authority to execute and perform this Agreement; (2) this
Agreement has been duly executed and delivered by such party and constitutes a
legal, enforceable and binding obligation; (3) its execution and performance of
this Agreement will not violate any law, to the best of its knowledge, or
breach any other agreements to which it is a party; and (4) no approval,
action or authorization by any other governmental entity or agency is required
for its execution and performance hereof.
10.4 Severability. If any provision hereof is declared invalid by a
court of competent jurisdiction, such provision shall be ineffective only to
the extent of such invalidity, so that the remainder of that provision and all
remaining provisions of this Agreement will continue in full force and effect.
10.5 Notice. All communications between the parties which are
required or permitted to be in writing shall be sent by personal delivery
(including by commercial courier service or telephone facsimile), with receipt
obtained, or by prepaid, first class U.S. postal service mail, certified return
receipt requested, and sent to the addresses (and telephone facsimile number,
if applicable) specified below. By written communication in accordance with
this Section, either party may designate a different address for notices.
Addresses for notices are as follows:
To MediQual: MediQual Systems, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Fax No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxxx, CFO
To SMI: SpaceLabs Medical, Inc.
00000 XX 00xx Xxxxxx
XX Xxx 00000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Fax No.: (000) 000-0000
Attn: General Counsel
Notices shall be deemed delivered either (1) upon actual delivery, if
personally delivered, or (2) five (5) days after deposit into the United States
mail, if mailed according to the provisions of this Section 10.5.
10.6 Assignability. SMI may assign this Agreement, upon written
notice to MediQual, to any entity which is owned or controlled by SMI, without
MediQual's consent. Except as specifically set forth in the preceding sentence,
this Agreement may not be assigned by either party, including, without
limitation, by operation of law, without the prior written consent of the other
party, which consent shall not be unreasonably withheld or delayed. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and (to the extent specified
in any allowed assignments) assigns. No such assignment shall relieve the
assignor of any liability arising from or related to facts and circumstances
which occur prior to the effective date of such assignment, and the assignor
and assignee shall be jointly and severally liable for such liability.
10.7 Entire Agreement. This Agreement (including the exhibits
hereto) constitutes the complete
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and final understanding of the parties with respect to its subject matter and
supersedes any and all prior agreements and understandings between the parties
with respect to such subject matter. This Agreement may be amended only in
writing signed by both parties.
10.8 Independent Contractors. MediQual and SMI are independent
contractors in all relationships and actons under and contemplated by this
Agreement. This Agreement does not create any partnership, joint venture, or
agency relationship between the parties and, except as specifically set forth in
this Agreement, does not authorize either party to enter into any commitment or
agreement binding on the other. Other than as expressly permitted herein,
neither party shall make any warranties, guarantees or any other commitment on
behalf of the other.
10.9 Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way control the meaning or
interpretation of this Agreement.
10.10 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Washington as they apply to a
contract made and performed solely in such state, without regard to its conflict
of laws provisions. Subject to Section 10.12, SMI and MediQual hereby submit to
the exclusive jurisdicton of the federal and state courts located in King
County, Washington, for the resolution of any disputes arising under or related
to this Agreement.
10.11 Arbitration. Any dispute involving solely the interpretation,
construction or breach of this Agreement, other than the enforcement of Sections
9.1 and 9.2, shall be settled by the procedures for dispute resolution and
arbitration set forth on Exhibit D. No legal right of action may arise out of
any such dispute. The procedures designated on Exhibit D may not be invoked by
any party for a claim after the date when institution of legal or equitable
proceedings based upon such claim, dispute or other matter in question would be
barred by the applicable statute of limitations. Each party, however, shall have
full access to the courts to compel compliance with these provisions, enforce an
arbitration award, or to seek injunctive relief, whether or not an arbitration
has been commenced.
10.12 Compliance With Laws. MediQual represents and warrants that it
has received all governmental licenses and approvals necessary for the use,
distribution and license of the MediQual Products in accordance with this
Agreement, including but not limHed to approvals required, if any, from the
United States Food and Drug Administrabon.
10.13 Counterparts. This Agreement may be executed in separate
counterparts, each of which shall toaether consbtute one and the same agreement.
IN WITNESS WHEREOF, MediQual and SMI have executed this Agreement upon
the date first written above.
MEDIQUAL SYSTEMS, INC. SPACELABS MEDICAL, INC.
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx
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Title: President & CEO Title: Vice President, Strategic Planning
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LIST OF EXHIBITS TO LICENSE AGREEMENT
Exhibit A List of MediQual Products
Exhibit B Form of MediQual License Agreement
Exhibit C MediQual Price List
Exhibit D Dispute Resoluton Procedures
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EXHIBIT A
List of MediQual Products
"Atlas 2.0," including:
(a) Outcomes
(b) Resources
(c) Market View
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EXHIBIT B
Form of MediQual License Agreement
See attached form.
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EXHIBIT C
MediQual Price List
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THE FOLLOWING MATERIAL IS CONFIDENTIAL AND FOR INTERNAL DISTRIBUTION ONLY
[MEDIQUAL LOGO]
PRODUCTS & SERVICES PRICE LIST
SpaceLabs Medical
Marketing & License Agreement
Last updated: February 28, 1996
NOTE: PRODUCTS UNDER ALPHA\BETA TESTING ARE INDICATED BY**
1. ATLAS 2.0 PRODUCT LINE .................................................. 1
A] ATLAS UPGRADES .......................................................... 1
B] ATLAS 2.0 MODULES ....................................................... 2
C] MODULE PRICING .......................................................... 2
D] LICENSE DEFINITIONS ..................................................... 2
E] MATERIALS ............................................................... 3
F] CD-ROMS ................................................................. 3
1. MQ Profile (for Outcomes or Resources) ............................... 3
2. Peer Series (for Outcomes) ........................................... 3
3. Mortality BenchMark (for Outcomes) ................................... 3
4. Market View Series (for Market View) ................................. 3
5. Custom CD-ROMs ....................................................... 3
2. PRODUCT SERVICES ........................................................ 4
A] INITIAL 2.0 SETUP ....................................................... 4
B] ON-GOING SEMINARS ....................................................... 4
C] OTHER SERVICES .......................................................... 4
1. Data Quality ........................................................ 4
2. Insurance ........................................................... 4
3. Atlas Outsource ..................................................... 5
APPENDIX: TERMINOLOGY ...................................................... 6
COMPARATIVE FEATURES ....................................................... 8
1. ATLAS 2.0 PRODUCT LINE
A] ATLAS UPGRADES
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ANNUAL FEE LIST PROMO
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Additional user (includes
Glossary or documentation set, * *
depending on user type)
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Mortality BenchMark * *
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**Physician BenchMark * *
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**Physician Report Card * *
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**Patient ROI (MGII download record
type extension) * *
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**Lab ROI (for lab systems) * *
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**Pharmacy ROI (for pharmacy
systems) * *
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* Confidential portions have been omitted and filed separately with the
Commission.
Page 1 - Printed on 5/23/96
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B] ATLAS 2.0 MODULES
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MODULE DESCRIPTION
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Outcomes Atlas single user, Patient Summary, Scoring Sum, Proc Val,
MQPro CD, Mortality BenchMark, Peer CD, Physician
BenchMark, Physician Report Card
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**Resources Atlas single user, Patient Summary, Scoring Sum, MQPro CD
(UB92 dataset only)
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Market View Atlas single user, Market View MQ-A, CD (state or
Medpar)
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MV & Resources bundle with three users
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MV & Outcomes bundle with five users (software and/or Glossary)
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Data Satellite UB92 only or complete: Atlas single user, data collection
only (multi-facility includes query)
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MV multi-site Atlas single user (purchased with regular MV)
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C] MODULE PRICING
See module descriptions above for included features. List prices, while
"unpublished", are used for general RFP responses and other inquiries. Promotion
prices are quoted as "good for the next 30 days" with no commitment beyond that
time frame. Promotion pricing may be extended at the discretion of the sales
team.
---------------------------------------------------------------------------
ANNUAL FEE LIST PROMO DISCOUNT
---------------------------------------------------------------------------
Outcomes * * *
---------------------------------------------------------------------------
**Resources * * *
---------------------------------------------------------------------------
Market View * * *
---------------------------------------------------------------------------
MV & Resources * * *
---------------------------------------------------------------------------
MV & Outcomes * * *
---------------------------------------------------------------------------
Data Satellite, UB92
only * * *
---------------------------------------------------------------------------
Data Satellite, complete * * *
---------------------------------------------------------------------------
MV multi-site * * *
---------------------------------------------------------------------------
Prices do not include training, setup fees, or extra materials, if any
D] LICENSE DEFINITIONS
Users are defined as simultaneous software and/or Glossary users. Atlas fees
include telephone customer support, annual software updates, and one set of
documentation. Glossaries and forms are purchased separately.
* Confidential portions have been omitted and filed separately with the
Commission.
Page 2 - Printed on 5/23/96
