MASTER TEAMING AGREEMENT
Exhibit 99.2
This MASTER TEAMING AGREEMENT (this “Agreement”) is made and entered into as of this
13th day of September 2006 (the “Effective Date”) by and between PUBLIC CONSULTING
GROUP, INC., a Massachusetts corporation (“PCG”), and HEALTH MANAGEMENT SYSTEMS, INC, (“HMS”), a
New York corporation. Each of PCG and HMS are sometimes referred to herein individually as a
“Party” and together as the “Parties.” Terms used herein that are defined in the Asset Purchase
Agreement (as defined below) but not otherwise defined herein shall have the respective meanings
assigned to them in the Asset Purchase Agreement.
WHEREAS, PCG, HMS and HMS Holdings Corp., a New York corporation (“Holdings”), and owner of all the
outstanding capital stock of HMS, have executed and delivered an Asset Purchase Agreement, dated as
of June 22, 2006 (the “Asset Purchase Agreement”), pursuant to which HMS has agreed, among other
things, to purchase from PCG substantially all of the assets used exclusively or primarily in the
Business;
WHEREAS, HMS is interested in capitalizing on the client relationships and industry expertise PCG
has developed in connection with its operation of the Business;
WHEREAS, PCG is interested in capitalizing on the client relationships and industry expertise HMS
has developed prior to its operation of the Business;
WHEREAS, the Parties have determined that they would benefit from a Master Teaming Agreement
between their respective organizations, in order to provide a complimentary approach on potential
new business opportunities in response to requests for proposals and procurements or other requests
issued by the federal government, various states, counties, and other political subdivisions (each
an “RFP”); and
WHEREAS, the Parties have determined that in certain situations each would benefit from the joint
preparation and submission of proposals and responses (“Responses”) to RFPs which offer the best
combination of resources and skills of the respective Parties, and which would be in the best
interests of the prospective client.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and
for such other consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:
1. Exclusivity; Services Offered.
1.1 PCG will make HMS its exclusive supplier of the services described in Exhibit A
hereto (the “HMS Services”). PCG agrees to use its commercially reasonable efforts to identify
cross-selling opportunities consistent with Section 1.4 hereof, including, but not limited to,
introducing HMS employees, agents, or consultants (“HMS Representatives”) to PCG clients existing
as of the date hereof and any organization, entity or political subdivisions that were clients of
PCG in the twelve (12) month period preceding the Effective Date (collectively, the “PCG Clients”)
in order to provide an opportunity for such HMS Representatives to market and
sell the HMS Services to the PCG Clients. PCG will promptly notify HMS of all RFPs that call for,
or provide an opportunity to include, any HMS Services.
1.2 HMS will make PCG its exclusive supplier of the services described in Exhibit B
hereto (the “PCG Services”). HMS agrees to use its commercially reasonable efforts to identify
cross-selling opportunities consistent with Section 1.4 hereof, including, but not limited to,
introducing PCG employees, agents, or consultants (“PCG Representatives”) to HMS clients existing
as of the date hereof and any organization, entity or political subdivisions that were clients of
HMS in the twelve (12) month period preceding the Effective Date (collectively, the “HMS Clients”)
in order to provide an opportunity for such PCG Representatives to market and sell the PCG Services
to the HMS Clients. HMS will promptly notify PCG of all RFPs that call for, or provide an
opportunity to include, any PCG Services.
1.3 In addition to the HMS Services and the PCG Services, which are unique services provided
by HMS and PCG, respectively, the Parties perform certain of the same or substantially similar
services set forth on Exhibit C hereto (the “Shared Services” and together with the HMS
Services and the PCG Services, the “Services”). PCG and HMS agree to consider in good faith
whether it is in the economic and business interests of each of the Parties, and in the best
interest of the prospective client, to bid jointly on any issued RFP that provides the Parties the
opportunity to offer any of the Shared Services.
1.4 PCG shall review its past and current contracts with PCG Clients (the “PCG Client
Contracts”) and HMS shall review its past and current contracts with HMS Clients (together with the
PCG Client Contracts, the “Client Contracts”) to determine the cross-selling opportunities
(“Cross-Selling Opportunities”) that exist in connection therewith. In the event that the Party
with a Client Contract (the “Originating Party”) subcontracts with the other Party (the “Secondary
Party”) to deliver Services under such Client Contract, the Parties shall enter into a
Subcontracting Agreement (as defined below) pursuant to which the Originating Party will serve as
the Prime Contractor (as defined below) and the Secondary Party shall serve as the Subcontractor
(as defined below). The Prime Contractor will provide client contract management functions, such
as invoicing and reporting, as more fully articulated in the applicable Subcontracting Agreement.
Notwithstanding the foregoing, to the extent the cross-selling efforts of either of the Parties
results in a client issuing an RFP related to such Services, Section 2 shall apply, and the Parties
shall determine whether to bid jointly on such RFP.
1.5 Each Party represents and certifies that it is eligible to perform the Services under
government contracts and that it shall not take any action or fail to take appropriate action that
would jeopardize such eligibility. If either Party becomes ineligible to bid on or perform a
government contract, such Party shall promptly notify the other Party, in writing, of such
ineligibility.
1.6. Each Party and any of its affiliates shall fully disclose to the other Party any known
conflict or potential conflict to the business interest of the other Party resulting from this
Agreement or under a particular Sub-Teaming Agreement (as defined below) or Subcontracting
Agreement.
2. Sub-Teaming.
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2.1 The Parties will determine within a reasonable time period following identification of a
joint bidding opportunity consistent with preparing and filing a timely Response (but in no event
less than fifteen (15) calendar days from written communication by a Party of identification of
such joint bidding opportunity) whether to bid jointly on any particular RFP. In the event that
the Parties agree to bid jointly on any such RFPs, the Parties will enter into separate teaming
agreements related thereto, which teaming agreements shall incorporate the terms and conditions set
forth in this Section 2 and Sections 3, 4 and 5 hereof (each a “Sub-Teaming Agreement”).
Notwithstanding anything to the contrary herein, neither Party shall be obligated to bid jointly
with the other in connection with any particular RFP; and, except as otherwise set forth herein,
each Party shall have the right to bid jointly or enter into separate teaming agreements with
third-parties.
2.2 Each Sub-Teaming Agreement shall set forth the scope and range of Services to be covered
by such Sub-Teaming Agreement, the dates and sites for performance of the Services and such other
information the Parties deem necessary and appropriate. The Sub-Teaming Agreement shall also
specify the specific milestones to be met by the Parties in responding to the RFP related to such
Sub-Teaming Agreement, and the form and amount of consideration to be paid to the Subcontractor
thereunder, if any.
2.3 With respect to each Sub-Teaming Agreement, the Parties shall specify one of the Parties
to act as the prime contractor (the “Prime Contractor”) and the other to act as the subcontractor
(the “Subcontractor”). The Party designated as the Prime Contractor pursuant to a particular
Sub-Teaming Agreement shall bear the primary responsibility for preparing and submitting any and
all Responses. The Prime Contractor shall fully disclose in any Response the role to be played,
and the Services to be provided, by the Party designated to act as the subcontractor pursuant to a
particular Sub-Teaming Agreement. The Prime Contractor shall provide the Subcontractor with the
opportunity to provide input with respect to the preparation and submission of any and all
Responses, and the Subcontractor shall have the opportunity to review and revise any portions of
such Responses that relate to such Subcontractor or the Services to be provided by such
Subcontractor. The Prime Contractor shall keep the Subcontractor advised of changes in the
requirements and the status of the Response.
2.4 Communication with Potential Clients.
(a) The Prime Contractor shall be responsible for all communications with any potential client
concerning the RFP, but shall consult with and keep the other Party reasonably well informed of
such communications and negotiations. The Subcontractor shall not initiate contact with any
potential client concerning the RFP without the prior written consent of the Prime Contractor;
provided, however, any communications initiated by such potential client or other party directly
with the Subcontractor shall not be deemed to be a breach of this Agreement so long as the
Subcontractor notifies the Prime Contractor of such communication.
(b) In the event it becomes desirable for either Party to contact the potential client or any
other party concerning the RFP prior to specification by the Parties of a Prime Contractor and
Subcontractor with respect to thereto, the Parties shall designate a primary point of contact, and
neither Party or its representatives shall contact such potential client or other party without the
approval of the primary contact; provided, however, any communications
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initiated by such potential client or other party directly with PCG or HMS shall not be deemed
to be a breach of this Agreement so long as such Party notifies the primary contact of such
communication.
3. Preparation of Responses.
3.1 The Parties shall use commercially reasonable efforts to prepare and submit a Response in
connection with each RFP for which the Parties have entered into a Sub-Teaming Agreement. The
Parties agree to consult prior to submission of any Response concerning the portions of the
Services to be performed by each Party. In connection with the drafting and preparation of
Responses, each Party shall provide all material and data pertinent to the Services to be provided
by such Party and shall furnish qualified employees, agents, or consultants (“Personnel”) to assist
therewith. The Prime Contractor shall be responsible for preparing Responses, integrating the
information provided by the Parties in connection therewith, and submitting such Responses to
potential clients. PCG and HMS shall assure availability of such Personnel including, but not
limited to, management and technical personnel, to assist in any discussions and negotiations with
potential clients concerning such Response. If after receipt of the pricing information from PCG
or HMS an adjustment is deemed necessary by the other Party to achieve price objectives conducive
to award of the Prime Contract, the Parties shall cooperate in good faith to revise such pricing.
3.2 The Parties recognize that a potential client may amend an RFP and that revision of a
Response may be necessary as a result thereof. In such case, the Parties shall enter into good
faith negotiations to revise the Response. The Parties acknowledge that material modification(s)
or change(s) to an RFP may result in a Party’s decision not to bid on the RFP under such
circumstances. A Party may terminate its participation in a Response by providing five (5)
calendar days’ notice thereof to the other Party. Further, if the potential client, for any
reason, directs the Prime Contractor to place the work contemplated as the Subcontractor’s
responsibility with another provider, and such direction is authorized by applicable laws and
regulations, the Prime Contractor shall comply with such direction, and shall have no further
obligations to the Subcontractor under the particular Sub-Teaming Agreement, except as set forth in
Section 5 (Proprietary Information), Section 6 (Indemnification), Section 7 (Insurance) and Section
8 (Nonsolicitation of Employees).
4. Award of Prime Contract; Subcontracting.
4.1 In the event a prime contract is awarded to either Party in connection with a Response
hereunder, the Parties shall negotiate in good faith a Subcontracting Agreement for performance of
the Services set forth under the prime contract, which Subcontracting Agreement shall be in
substantially the form attached hereto as Exhibit D (each a “Subcontracting Agreement”).
4.2 Except as otherwise set forth herein or in any particular Sub-Teaming Agreement or
Subcontracting Agreement, each Party will bear all costs, risks and liabilities incurred by it
arising out of its obligations and efforts under this Agreement or such Sub-Teaming Agreement or
Subcontracting Agreement. Neither Party shall have any right to any reimbursement, payment or
compensation of any kind from the other. Nothing herein shall be construed as providing for
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the sharing of profits or losses arising out of the efforts of either or both of the Parties,
except as specifically set forth in the applicable Sub-Teaming Agreement or Subcontracting
Agreement.
4.3 Unless otherwise specified in a particular Subcontracting Agreement, the consideration
payable to the Parties in connection with any Subcontracting Agreement (“Teaming Fees”) related to
a contract that provides for payment on a (i) contingency basis, the Prime Contractor will receive
20% and the Subcontractor will receive 80% of the fees paid by the client in connection with the
performance of Services thereunder and (ii) fixed price basis, the Prime Contractor will receive
10% and the Subcontractor will receive 90% of the fees paid by the client in connection with the
performance of Services thereunder.
4.4 PCG shall not be entitled to payment of any Teaming Fees in connection with any
Subcontracting Agreement for Services performed thereunder prior to June 30, 2007 if HMS has
included revenue associated with such Subcontracting Agreement in its calculation of the 2007 Total
Revenue (an “Excluded Agreement”) pursuant to Sections 2.07 and 2.08 of the Asset Purchase
Agreement and the Schedules related thereto, provided, however, that PCG shall be
entitled to payment of any Teaming Fees in connection with such Subcontracting Agreement for
Services performed thereunder subsequent to June 30, 2007. Notwithstanding the foregoing, in the
event that HMS recognizes 2007 Total Revenue in excess of $52,000,000 (the “Threshold Amount”), PCG
shall be entitled to payment of 3% of all gross revenue received by HMS in excess of the Threshold
Amount for Services performed under any Excluded Agreement prior to June 30, 2007, which amount PCG
shall distribute in its entirety as incentive bonuses to its employees as set forth in Section 4.5
hereof.
4.5 PCG and HMS shall agree to pay incentive bonuses to their respective employees to promote
inter-company cross-selling of Services of the other Party. For a period of two years from the
Invoice Date (as defined below) of each Subcontracting Agreement related to Cross-Selling
Opportunities or, if earlier, until the expiration of such Subcontracting Agreement, an Originating
Party will pay no less than the following percentage of the Teaming Fees paid to such Originating
Party under each such Subcontracting Agreement related to Cross-Selling Opportunities as incentives
to its employees who initially identified the Services to be delivered by the Secondary Party (as
determined in the sole discretion of the Originating Party):
Minimum Percentage
| Contingency Agreements | Fixed Price Agreements | |
| 15% | 30% |
The Parties agree that such payments and employee incentives will be reflected in the
applicable Subcontracting Agreement and will comply with all applicable laws and regulations.
Neither PCG nor HMS shall be required to pay as incentive bonuses to their respective employees a
percentage of any Teaming Fees paid to such Originating Party under any Subcontracting Agreement
following the second anniversary of the effective date of such Subcontracting Agreement or, if
earlier, the expiration of such Subcontracting Agreement. For purposes hereof, “Invoice Date”
shall mean, with respect to a particular Subcontracting Agreement, the date of the first invoice
submitted to a client by either HMS or PCG, as applicable, pursuant to such Subcontracting
Agreement.
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5. Proprietary Information.
5.1 Unless otherwise subject to a separate nondisclosure agreement which shall remain in
effect during the term of this Agreement, in the course of performance under this Agreement, the
Parties may disclose to each other Proprietary Information. For purposes hereof, “Proprietary
Information” of a Party is defined as all information, data, material and documentation of such
Party, whether disclosed to or accessed by the other Party in connection with this Agreement,
including, without limitation, (a) all information of such Party or its respective clients,
suppliers, contractors and other third parties doing business with it, (b) the terms of this
Agreement and (c) any information developed by reference to or use of such Party’s Proprietary
Information. All such Proprietary Information disclosed under this Agreement shall remain the
property of, and be deemed proprietary to, the disclosing Party. Oral information shall not be
subject to any nondisclosure obligation under this Agreement unless that oral information (or a
reasonable description or summary of the contents of the oral information) is reduced to writing
within five (5) business days after disclosure. Each Party agrees to keep all Proprietary
Information of the other in strict confidence, and to use the same, but no less than a reasonable,
degree of care to protect such information as it uses to protect its own Proprietary Information.
Disclosure of Proprietary Information shall be restricted to those persons who are directly
participating in the preparation of Responses and / or the provision of Services identified in the
Sub-Teaming Agreement or Subcontracting Agreement, each of whom shall be under the nondisclosure
requirements of this Section 5.1 (with each party responsible for the compliance of such persons),
and such Proprietary Information shall be used solely and exclusively in support thereof.
5.2 The obligation to protect Proprietary Information shall not apply to any of the following:
(a) information that has been or is made available to the public by the disclosing Party or by a
third Party not under a similar obligation of confidentiality; (b) information which becomes
lawfully known or available to the receiving Party from a source other than the disclosing Party;
(c) information which is known to the receiving Party independently of the disclosing Party; (d)
information that was independently developed by the receiving Party, and (e) information required
to be disclosed by a legal action, a requirement under government regulations or an investigatory
subpoena, provided, however, that the receiving Party shall give the disclosing Party notice of the
legal request and take reasonable and lawful action to avoid or minimize the degree of such
disclosure.
5.3 The receiving Party shall return or destroy the disclosing Party’s Proprietary
Information, including all copies thereof, as directed by the disclosing Party. The disclosing
Party may request written certification of destruction.
5.4 Each Party acknowledges that the other Party will suffer irreparable injury as a result of
any misuse, disclosure or duplication of its Proprietary Information by the other Party in
violation of this clause. Accordingly, the injured Party shall be entitled in such event to seek
injunctive relief in addition to any other applicable remedies, including the recovery of damages.
5.5 Nothing in this Agreement shall be deemed to grant or confer any right, title, or interest
in a Party’s Proprietary Information or other intellectual property to the other Party. The
inventorship of intellectual property under this Agreement or any Sub-Teaming Agreement or
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Subcontracting Agreement shall be determined according to United States law, and the ownership
of such intellectual property shall follow the inventorship. Each Party shall cooperate with the
other to enable it to perfect its patent rights.
5.6 The foregoing rights, obligations and restrictions as to Proprietary Information shall
survive the expiration or termination of this Agreement for a period of five (5) years.
6. Indemnification.
6.1 HMS hereby agrees to indemnify, defend and hold PCG and its affiliates and their
respective employees, shareholders, officers, directors, agents and consultants, and the
successors, heirs, and assigns of each of them harmless from and against any loss, damages, action,
suit, claim, demand, liability, expense, or damage (each a “Loss”) that may be brought,
instituted or arise against or be incurred by such persons in connection with any claims, suits,
actions, demands or judgments arising out of any act or omission, or failure by HMS in performing
or failing to perform any of its obligations under this Agreement, a particular Subcontracting
Agreement or Sub-Teaming Agreement or under any terms or conditions of a Prime Contract applicable
to HMS.
6.2 PCG hereby agrees to indemnify, defend and hold HMS and its affiliates and their
respective employees, shareholders, officers, directors, agents and consultants, and the
successors, heirs, and assigns of each of them harmless from and against any Loss that may be
brought, instituted or arise against or be incurred by such persons in connection with any claims,
suits, actions, demands or judgments arising out of any act or omission, or failure by PCG in
performing or failing to perform any of its obligations under this Agreement, a particular
Subcontracting Agreement or Sub-Teaming Agreement or under any terms or conditions of a Prime
Contract applicable to PCG.
6.3 The foregoing rights, obligations and restrictions shall survive the expiration or
termination of this Agreement for a period of five (5) years.
7. Insurance. During the term of this Agreement and for a period of two (2) years after
its expiration or termination for any reason, each of the Parties shall secure and maintain an
insurance policy or insurance policies with appropriate limits in place, necessary to meet the
requirements of such Party under any new contract, RFP or other procurement opportunity.
8. Nonsolicitation of Employees. The Parties agree not to knowingly solicit, recruit, hire
or otherwise employ or retain the employees of the other Party during the Term of this Agreement
and for a period of five (5) years following the termination or expiration of this Agreement
without the prior written consent of the other Party. Notwithstanding anything above to the
contrary, this Section 8 shall not restrict the right of each Party to solicit or recruit generally
in the media, and shall not prohibit each Party from hiring, without prior written consent, another
Party’s employee who answers any advertisement or who otherwise voluntarily applies for hire
without having been personally solicited or recruited by the hiring Party
9. Term. This Agreement shall begin as of the Effective Date and shall continue in full
force and effect for a period of five (5) years, unless extended by mutual agreement of the Parties
or earlier terminated in accordance with Section 10 below.
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10. Termination.
10.1 Either Party may terminate this Agreement by providing sixty (60) calendar days prior
written notice to the other Party if:
(a) the other Party materially breaches this Agreement, which material breach remains uncured
for such sixty (60) day period;
(b) the other Party experiences substantial financial difficulties including, but not limited
to, its inability to pay salaries and benefits to its employees, which, in the sole opinion of the
terminating Party, makes another Party’s ability to perform a Prime Contract, Subcontracting
Agreement or Subcontracting Agreement highly unlikely under the terms of this Agreement; or
(c) the other Party becomes insolvent, makes a general assignment for the benefit of
creditors, suffers or permits the appointment of a receiver for its business or assets, becomes
subject to any proceeding under any bankruptcy or insolvency law, or has liquidated its business
(voluntarily or otherwise).
10.2 Either Party may terminate its participation in a particular Sub-Teaming Agreement by
delivering prior written notice to the other Party:
(a) as provided in the particular Sub-Teaming Agreement;
(b) as contemplated by Section 3.2 hereof; or
(c) if the Parties, after negotiating in good faith, are unable to reach agreement on the
terms and conditions of a Subcontracting Agreement pursuant to such Sub-Teaming Agreement within
sixty (60) days from award of the contract to the Prime Contractor, unless a further extension is
mutually agreed to by the Parties.
11. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE PERFORMANCE OR FAILURE TO
PERFORM IN ACCORDANCE WITH THE TERMS HEREOF, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST
REVENUES, LOSS OF THE USE OF EQUIPMENT OR FACILITIES, OR FOR SUBSTITUTE EQUIPMENT OR FACILITIES,
REGARDLESS OF WHETHER THE CLAIM OR CLAIMS THEREFORE FOUND IN CONTRACT OR TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER THE PARTY TO BE CHARGED HAS
BEEN NOTIFIED OF THE POSSIBILITY OR SHOULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES
12. Assignment. This Agreement shall be binding upon, and inure to the benefit of, and be
enforceable by, the respective successors and assigns of the Parties; provided, however, that no
Party shall assign or otherwise transfer this Agreement or any rights, duties or obligations under
this Agreement without the prior written consent of the other Party. The obligations of each Party
shall not terminate upon any assignment attempted without such prior written consent.
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Notwithstanding the foregoing, each Party may assign its rights and obligations under this
Agreement to a parent, affiliate or subsidiary.
13. Independent Party Status. Neither this Agreement nor any particular Sub-Teaming
Agreement or Subcontracting Agreement shall constitute, create, give effect to or otherwise imply a
joint venture, partnership, relationship of agency or formal business organization of any kind,
other than a contractor team arrangement, and the rights and obligations of the Parties shall be
only those expressly set forth herein. The Parties shall be deemed to be independent contractors,
and the employees of one Party shall not be deemed to be the employees of the other Party. Each
Party shall be solely responsible for payment of all compensation owed to its employees and other
personnel, including payment of any taxes related to employment and workers compensation insurance.
Neither Party shall have authority to bind the other except to the extent authorized herein or in
a particular Sub-Teaming Agreement or Subcontracting Agreement.
14. Notices. All notices which are required or may be given pursuant to the terms of this
Agreement shall be in writing and shall be sufficient in all respects if given in writing and (a)
delivered personally, (b) mailed by certified or registered mail, return receipt requested and
postage prepaid, (c) sent via a nationally recognized overnight courier, or (d) sent via facsimile
confirmed in writing to the recipient, in each case as follows:
If to PCG, to it at:
Public Consulting Group, Inc.
000 Xxxxx Xxxxxx, 00xx xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
Telecopy No.: (000) 000-0000
000 Xxxxx Xxxxxx, 00xx xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP
State Street Financial Center
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Xxxxx X. X’Xxxx
Telecopy No.: (000) 000-0000
State Street Financial Center
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Xxxxx X. X’Xxxx
Telecopy No.: (000) 000-0000
If to HMS, to it at:
Health Management Systems, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Holster
Telecopy No.: (000) 000-0000
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Holster
Telecopy No.: (000) 000-0000
with a copy to:
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Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
or such other address or addresses as the Parties shall have designated by notice in writing.
15. Publicity. Each Party may issue a news release, public announcement, advertisement or
any other form of publicity concerning its efforts or performance under this Agreement, unless
specifically precluded by the terms of any new client contract or Prime Contract or otherwise, and
provided that such publicity shall give full credit and recognition to the role and contribution of
both Parties.
16. Waiver. This Agreement shall not be amended or modified, nor shall any waiver or any
right hereunder be effective, unless set forth in a document executed by duly authorized
representatives of each Party. The waiver of any breach of any term, covenant, or condition,
herein contained, shall not be deemed to be a waiver of such term, covenant or condition, or any
subsequent breach of the same.
17. Severability. If any part, term or provision of this Agreement shall be held void,
illegal, unenforceable, or in conflict with any law of any federal, state, or local government
having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall
not be affected thereby.
18. Compliance with all Laws. In the course of performance hereunder, the Parties shall
agree to comply with all applicable local, state and federal laws and regulations.
19. Governing Law. This agreement shall be governed in all respects by the laws of the
Commonwealth of Massachusetts, without giving effect to conflict of law principles
20. Force Majeure. If and to the extent that a Party’s performance of any of its
obligations pursuant to this Agreement is prevented, hindered or delayed by fire, flood,
earthquake, elements of nature or acts of God, acts of war, terrorism, riots, strikes,
unavailability or shortages of labor, civil disorders, rebellions or revolutions, or any other
similar cause beyond the reasonable control of such Party (each, a “Force Majeure Event”),
then the non-performing, hindered or delayed Party shall be excused for such non-performance,
hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as
long as such Force Majeure Event continues and such Party continues to use its best efforts to
recommence performance whenever and to whatever extent possible without delay, including through
the use of alternate sources, workaround plans or other means. The Party whose performance is
prevented, hindered or delayed by a Force Majeure Event shall promptly notify the other Party of
the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force
Majeure Event.
21. Entire Agreement; Modifications. This Agreement, each Sub-Teaming Agreement and
Subcontracting Agreement, and each Exhibit hereto and thereto constitute the entire understanding
and agreement between the Parties and shall supersede any prior agreements,
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written or oral, not incorporated herein. The terms and conditions of this Agreement shall not be
amended except by written agreement signed by both Parties.
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IN WITNESS WHEREOF, this Master Teaming Agreement has been duly executed and delivered by the
duly authorized officers of the Parties hereto as of the Effective Date.
| HEALTH MANAGEMENT SYSTEMS, INC. |
||||
| By: | /S/ XXXXXX X. XXXXXXXX | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Chief Financial Officer | |||
| PUBLIC CONSULTING GROUP, INC. |
||||
| By: | /S/ XXXXXXX X. XXXXXXXXXX | |||
| Name: | Xxxxxxx X. Xxxxxxxxxx | |||
| Title: | President and CEO | |||
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Exhibit A
HMS SERVICES
The following services provided to Medicaid agencies, managed care plans, state pharmacy
assistance programs, the U.S. Department of Veterans Affairs and its political subdivisions,
and SCHIP and IV-D / MSE programs:
| 1 | Coordination of benefits (COB), including the identification of liable health insurance related to specific individuals for cost avoidance and/or recovery purposes, and recovery from providers and liable health insurance payors via billing, recoupment and settlement. | ||
| 2 | Credit balance audits of healthcare providers. | ||
| 3 | Accident-related trauma, workers’ compensation, and estate recovery services provided by the Benefits Solutions Practice Area (“BSPA”) immediately prior to the date of the Asset Purchase Agreement. | ||
| 4 | Medical support enforcement. | ||
| 5 | XXXX and SCHIP services as provided by BSPA immediately prior to the date of the Asset Purchase Agreement. | ||
| 6 | Medicare buy-in. | ||
| 7 | Services provided to the Centers for Medicare and Medicaid Services (CMS) for the Medicare as Secondary Payor program as currently provided by Seller in its contract with CMS under the “RAC initiative.” |
Exhibit B
PCG SERVICES
The Buyer will make the Seller the exclusive supplier of: (i) revenue maximization services and
(ii) education services. The Parties will cooperate and consult in good faith to determine whether
it is in the economic and business interests of the Parties to bid jointly on any RFP or
procurement issued in connection with respect to: (i) strategy and operations services, including,
without limitation, those services that enable clients to design, implement and operate
improvements in the delivery of health and human services and (ii) IT innovation and consulting
services, including, without limitation, technology consulting and application development to
clients such as system design, procurement assistance, project management and quality assurance.
Exhibit C
SHARED SERVICES
HMS and PCG recognize that they each offer overlapping services. When working together on a
specific market opportunity, the roles and responsibilities of each Party will be negotiated and
defined at the time of such market opportunity.
Exhibit D
FORM OF SUBCONTRACTING AGREEMENT
