SOFTWARE DEVELOPMENT
AND
COMPUTER USAGE AGREEMENT
This AGREEMENT is made and entered into as of this 12th day of May
1995, by and between AVESlS INCORPORATED (hereinafter, "Avesis"), a Delaware
corporation, maintaining its principal place of business at 000 Xxxx Xxxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, 00000, and NATIONAL COMPUTER SERVICES,
INC. (hereinafter, "National"), a Maryland corporation maintaining its principal
place of business at 00000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxx,
00000.
1. TERM: This agreement shall be in effect for a period of 5 years from
the date of its acceptance by National. Thereafter, should either party hereto
desire to terminate or modify any provision herein as of the termination date,
said party shall notify the other of its desire for such termination or
modification in writing at least 60 days prior to such termination date. Failing
such notice, this Agreement shall automatically renew itself for one year terms
and continue in full force and effect from term to term thereafter unless either
party hereto shall notify the other of its desire for such changes not later
than 60 days prior to the anniversary of any renewal date. Either party may
terminate this agreement for cause at any time by giving 30 days written notice
and opportunity to cure.
2. COMPUTER OPERATIONS: National will provide computer usage services
to Avesis. A fee for Services in the amount of $2,500 will be paid to National
each month. The computer will be available 7 days a week, 24 hours a day except
time for scheduled backup. National will not be responsible to Avesis for delays
or failure in performance caused by events beyond National's control including
but not limited to fire, strikes, floods, utility failure, war and other
disasters. National agrees:
(a) To back up the Avesis database and all programs and secure off
site to prevent any loss of data due to any catastrophe.
(b) To maintain a security system within the database so that each
user can access only those records in the common databases that pertain to that
specific user's business requirements and needs.
3. PROGRAMMING: National will provide programming services as needed to
meet the requirements of Avesis in accordance with the specifications and
schedule set forth on Exhibit "A". National will xxxx for these services monthly
on a time and expenses basis as work is performed. National's total fee for
developing the vision, dental and hearing claims, eligibility, and reporting
systems and providing complete documentation for all software as mutually
agreed, will not exceed $250,000 without the written approval from Avesis Board
of Directors. National will be free to use all ideas, concepts, know-how and
techniques related to data processing and computer programs in its own behalf
during the course of this agreement, subject to the provisions of Sections 11
and 12 of this agreement.
4. IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT: The fee payable to
National hereunder includes and shall cover all of the services set forth in
this agreement and there will be no additional charges whatsoever to Avesis for
changes to the case system required by programming errors. National agrees to
provide reasonable documentation for its fees and expenses to Avesis upon
request.
5. WARRANTY: In the event of an error or omission by National in
connection with the services to be performed hereunder by National which is the
proximate cause of damages or loss to Avesis, National will either (a) rerun the
work correctly at no extra cost to Avesis, or (b) credit Avesis' account for the
improper work. This election shall be determined jointly by Avesis and National.
National warrants that all software developed for Avesis will be National's
original work and will not incorporate any material created by or belonging to
others.
6. MAINTENANCE: National agrees to pay for maintenance of all computer
equipment, workstations, PC's and printers located in National's office.
Likewise, Avesis agrees to pay for maintenance on all computer equipment,
workstations, PC's and printers located at Avesis' office.
7. COMPUTER SUPPLIES AND EQUIPMENT: National agrees to pay for all data
processing equipment, workstations, PC's, software products, etc. and any
necessary computer supplies such as green bar stock paper, computer tapes and
printer ribbons used in National's operations. Likewise, Avesis agrees to pay
for all data processing equipment, workstations, PC's, software products, etc.
and any necessary computer supplies such as green bar stock paper, computer
tapes and printer ribbons used in Avesis' operations.
8. OUT-OF-POCKET EXPENSES: Any out-of-pocket expenses such as long
distance telephone calls, travel or any other out-of-pocket expenses made by
National in conjunction with services provided to Avesis shall be billed back to
Avesis each month.
9. INSURANCE: Avesis will be responsible for maintaining all insurance
on equipment located in its office. National will be responsible for maintaining
all insurance for equipment located in its office.
10. WAIVER OF AGREEMENT: A term of condition of this Agreement can be
waived as modified only by written consent by both parties.
11. CONFlDENTlALlTY: National agrees that it will not disclose any
proprietary information, knowledge or data of Avesis obtained in connection with
this Agreement except as authorized by Avesis in writing.
12. OWNERSHIP AND LICENSE: All of the information, data and contents of
data bases and reports developed and compiled by National for Avesis pursuant to
this agreement shall be the property of Avesis, and shall be delivered to Avesis
promptly whenever requested by Avesis and upon the termination or expiration of
this agreement. The software, programs and related documentation developed by
National for Avesis pursuant to this agreement Shall be owned by National.
National hereby grants to Avesis and its successors and assigns, without further
compensation, an irrevocable, perpetual license to use all such software,
programs and related documentation in any manner and at any place and time.
Copies of the software, programs and related documentation, including without
limitation the source code, shall be delivered to Avesis promptly whenever
requested by Avesis and upon the termination or expiration of this agreement .
National further agrees that while this agreement is in effect, the license
granted to Avesis shall be exclusive, and National will not market, sell,
license or provide any of the software, programs or documentation developed for
Avesis pursuant to this agreement to any other person or entity.
This Agreement will be governed by the laws of the State of Maryland:
NATIONAL ACKNOWLEDGES THAT THIS AGREEMENT HAS BEEN READ AND
UNDERSTOOD, AND AGREES TO BE BOUND BY ITS TERMS AND FURTHER AGREES THAT IT IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN PARTIES, WHICH
SUPERSEDES ALL PROPOSALS ORAL OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN
THE PARTIES RELATING TO THE SUBJECT OF THIS AGREEMENT.
AVESIS INCORPORATED NATIONAL COMPUTER SERVICES, lNC.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx Xxxxxxxxx
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Xxxx X. Xxxxx Xxxxx Xxxxxxxxx
Title: CFO Title: CEO
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Date: 5/12/95 Date: 5/12/95
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