1
EXHIBIT 10.2(ii)
CONFIDENTIAL
This Amendment to the Master Software License, dated the 29th day of June,
1992, (the "Agreement") is made and entered into as of the 1st day of September,
1995 (the "Effective Date"), by and between Health Care microsystems, Inc. (the
"Licensor"), a California corporation having its principal place of business at
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000, and Columbia/HCA
(the "Licensee"), a Delaware corporation having its principal place of business
at Xxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxx 00000.
In the event of any conflict between the terms and conditions of this Amendment
and those contained in the Agreement, the terms and conditions of this Amendment
shall govern.
Master Software License - Section 9.5
Section 9.5 of the Agreement shall be replaced by the following paragraph:
9.5 Subject to the provisions of Schedule A, Section V.2a., whereby
Licensee may earlier terminate the services described in this Section 9,
Licensor shall provide the Software support and maintenance services described
in this Section 9 for the charges set forth in Section 9.6 below for a period
commencing upon the Effective Date of this Agreement and running through
December 31, 2000 (the "Initial Term"), and, upon expiration of the Initial
Term, shall continue to provide such services on a year-to-year basis unless, no
less than six months prior to the expiration of the Initial Term or 60 days
prior to the expiration of any one-year renewal term, either party gives the
other party written notice of the notifying party's desire to:
Master Software License - Section 19
Section 19 of the Agreement shall be replaced by the following paragraph:
All notices required or permitted under this Agreement shall be in writing
and sent to the other party at the address specified below or to such other
address as either party may substitute from time to time by written notice to
the other and shall be deemed validly given upon receipt of such notice given by
certified mail, postage prepaid, or personal or courier delivery to:
2
CONFIDENTIAL
Columbia/HCA, Inc. Health Care microsystems, Inc.
Xxx Xxxx Xxxxx Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000 0000 Xxxxxxxx Xxxxxxxxx
Attention: Xxxxxxxx, Xxxxxxxxxx 00000
Xxxxxxx Xxxxxxx, CIO Attention: Xxxxxx X. Xxxxxxx
with a copy to: with a copy to:
Columbia/HCA, Inc. Health Care microsystems, Inc.
Xxx Xxxx Xxxxx Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000 0000 Xxxxxxxx Xxxxxxxxx
Attention: Xxxxxx X. Xxxxx Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx
Schedule A - Section III (a) Paragraph 1
Schedule A - Section III (a) Paragraph 1 of the Agreement shall be replaced by
the following paragraph:
(a) The sublicense fees to be paid to Licensor by Licensee for or on behalf of
Affiliated Users per program actually sublicensed are set forth on Schedule A,
Attachment 1; provided, however, the sublicense fees payable to Licensor for up
to 190 sublicenses are subject to the caps described in Section IV below.
Sublicense fees shall be due and payable as follows:
Schedule A - Section IV
The following Paragraph 2 shall be added to Schedule A - Section IV:
2. All License/Sublicense Fee Caps are based on the Corporate License and first
90 Sublicenses of all software described in Section A Attachment 2. The License
Fee for the next 100 Product Management systems is $1,250,000 in total and 10
additional PCM Licenses for $200,000 in total. The License Fee for the next 100
Product Management systems and 10 additional PCM Licenses shall be due and
payable within thirty (30) days from the execution of this Amendment.
Schedule A - Section V - Paragraph 2b.
3
CONFIDENTIAL
Schedule A - Section V - Paragraph 2b of the Agreement shall be replaced by the
following paragraph:
b. The total fees payable by Licensee for annual Software support and
maintenance for its license and 190 sublicensee shall in no event exceed
$601,720 irrespective of the Software programs sublicensed and actually
installed.
Schedule A - Section VI
Schedule A - Section VI of the Agreement shall be replaced by the following:
A. MDBS/IQ (per computer) MDBS/PI $ 750
MDBS/IQ (per file server MDBS/PI $1,500
used as a database
server in any network)
B. Express/IRI Workstation Royalty
(per end user workstation) $ 400
C. Express/IRI Royalty - Financial Modeling
(per license to Financial Modeling) $1,500
Pass-through fees shall be due and payable within thirty (30) days following
grant of the applicable sublicense. Total workstation pass-through fees payable
by Licensee for Express/EIS II shall be capped and shall not exceed $40,000.
Each $400 Workstation payment shall be credited against this $40,000 cap.
Express royalties for Financial Modeling shall be excluded from this cap.
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE MASTER SOFTWARE LICENSE TOGETHER
WITH THIS AMENDMENT AND AGREES TO BE BOUND BY THEIR TERMS AND CONDITIONS.
FURTHER, THE PARTIES AGREE THAT THE AGREEMENT AND THIS AND ANY PRIOR AMENDMENTS
ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES,
WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN,
4
CONFIDENTIAL
AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER
OF THIS AGREEMENT AND THIS AND PRIOR AMENDMENTS.
LICENSEE: LICENSOR:
By: By:
--------------------------- --------------------------
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx,
Senior Vice-President Chief Operating Officer
5
CONFIDENTIAL
Schedule A - Attachment 1
Schedule A - Attachment 1 of the Agreement shall be replaced by the following:
Schedule A
Attachment 1
Affiliated User Price Schedule
License
Ownership Fee
--------- -------
A. TEAMWORK(tm)
Product Management HCm $16,250
(Licenses 1-90)
Product Management HCm $12,500
(Licenses 91-190)
Payment Verification HCm 8,750
Capital Budgeting HCm 3,000
(CapTrac)
Standard Costing and
Standard Costing HCm 11,875
Interface
Labor Productivity HCm 18,750
Rate Setting (RTrac) HCm 2,000
B. Patient Care Management HCm 25,000
Financial Modeling
(Budgeting and
Departmental reporting)
(Licenses 1-90)
Patient Care Management HCm 20,000
(Licenses 91-100)
