EXHIBIT 10.12
SOFTWARE LICENSE AGREEMENT
AND
PROFESSIONAL SERVICES AGREEMENT
This Agreement entered into this 18th day of February, 1998 ("Effective Date")
by and between National Medical Health Card Systems, Inc., (hereinafter
"CLIENT"), having its principal place of business at 00 Xxxxxx Xxxx Xxxxx, Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000 and Prospective Health, Inc., a Delaware Corporation
(hereinafter "PHI") having its principal place of business at 0000 Xxxxxxx
Xxxxx, Xxxxx Xxxxxxx, XX 00000.
WHEREAS, the parties to this Agreement desire to enter into and maintain an
arrangement for the provision of Computer Software Products and Professional
Services for CLIENT.
NOW THEREFORE, in consideration of the mutual covenants and consideration
herein, the parties agree as follows:
SECTION ONE
Representations, Covenants and Warranties
PHI and CLIENT each hereby represent, warrant and covenant as follows:
(a) That it is a corporation duly organized, validly existing and in good
standing under the laws of the state in which it is incorporated; and that
it has full and complete corporate authority, including any and all
required approvals by its Board of Directors and Shareholders, to enter
into, execute, perform and carry out all provisions of this Agreement, and
to execute all instruments incident thereto; that the signatures appearing
for it at the end of this Agreement have been affixed pursuant to such
specific authority as under applicable law is required to bind it; and
that this Agreement will be its legal, valid and binding obligation,
enforceable in accordance with its terms subject to any applicable
bankruptcy, reorganization, insolvency or similar laws affecting
creditors' rights and subject to the application of equitable principles
and at any proceeding involving the enforcement of any of the provisions
of this Agreement, and the discretion of the Court before which any
proceeding may be brought;
(b) That there are no judgments, litigation or other legal proceedings
pending, or to the best of its knowledge, threatened against or relating
to it, or its properties or business, which pose a material risk of any
material adverse change in its business, operations, assets or financial
condition, and that it is not in default with respect to any judgment,
order, writ, injunction or decree of any Court, or in violation of any
statute, ordinance or regulation which poses a material risk of any
material adverse change in its business, operation, assets or financial
condition;
(c) That it has, as of the Effective Date of this Agreement, the rights, power
and authority to make, observe, keep and perform all warranties,
representations, indemnities, terms, provisions, covenants, conditions and
agreements contained in this Agreement to be kept, observed or performed
by it; and that the execution of this Agreement, the consummation of the
transactions hereby contemplated, and its performance of this Agreement
will not result in any breach or violation of, or constitute a default
under any agreement, corporate charter, bylaw or other instrument to which
it is a party, and will not require the consent of any governmental agency
or third party.
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SECTION TWO
Performance of Services
(a) PHI will deliver application software necessary to meet the functions and
features outlined in Exhibit A and Exhibit B. Said application software
will be comprised of the ProNET, ProPBM, ProCLIENT. and ProANALYST
application programs and the additional system functionality identified in
Exhibit B. All PHI documentation included in Exhibits A and B and all
software and source code will collectively be referred to in this
Agreement as the "System".
(b) PHI further agrees to perform installation and training services on-site
as described in Section Five below and detailed in Exhibit C, and support
during the Test Period as described in Section Six below and detailed in
Exhibit C.
(c) PHI agrees to refrain from discriminating against any worker, employee or
applicant for employment or other member of the public account of race,
creed, color, national or ethnic origin, sex or handicap; nor otherwise
knowingly commit an unfair labor practice. PHI further pledges where
required by law, this clause will be incorporated in all contracts it
enters into with suppliers of materials or services who may perform
services with respect to this contract.
(d) PHI agrees to abide by the performance guarantees specified in Exhibit G,
as long as CLIENT purchases and makes available for System installation,
the hardware specified in the listing that is attached to said exhibit. As
long as CLIENT remains current on Maintenance Fees, except as provided in
Exhibit G, PHI will support the Oracle and UNIX System, staying consistent
with industry-standard releases.
SECTION THREE
License of the System
(a) PHI is the owner of the SYSTEM and has the exclusive right to use and
license others to use such SYSTEM.
(b) Upon payment as and when due of the License Fees as detailed in Section
Seven, PHI hereby grants to CLIENT, and CLIENT hereby accepts, a
nontransferable and nonexclusive perpetual license (the "License") to use
the System, described herein to be made a part hereof at CLIENT's facility
at 00 Xxxxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx ("CLIENT Facility") or
such other facility as may become CLIENT's operating facility. CLIENT
shall have the right to operate a separate System at a different location
for the purpose of back-up or disaster recovery at no additional charge.
Any other provisions of this Agreement notwithstanding, CLIENT agrees and
understands that it is being granted a License to use and not title the
System provided hereunder. Should CLIENT decide to add additional
production operating facilities, CLIENT will notify PHI in writing of the
details of such a facility and PHI will apprise CLIENT of the costs of
installation and maintenance at the new site if such installation and
maintenance is required by CLIENT. Although the license is
nontransferable, CLIENT may buy other companies or be purchased by another
company, who then would be licensed to use the System and transaction
tiers would be applicable for increased volume fees. CLIENT must notify
PHI in writing of such mergers within thirty (30) days of contractual
arrangements being completed.
(c.) The License granted in sub-section "b" hereof extends only to the use of
the System at the CLIENT's facilities in connection with CLIENT's
business. CLIENT shall not, without the express prior written consent of
PHI, use the System to provide computer or other services to any other
person or entity or in any other manner except in connection with CLIENT's
own
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business. It is understood that CLIENT will provide claims adjudication
service for other pharmacy benefit management companies who are their
customers, using the SYSTEM pursuant to the License.
SECTION FOUR
Delivery of Services
(a) Delivery of software, installation, and training will occur according to
the schedule referenced under Section Eight herein and detailed in Exhibit
C. In addition, a mutually agreeable implementation schedule will be a
part of the Agreement and attached as Exhibit F.
(b) PHI will exercise due diligence to complete its assigned duties as
described herein and will deliver the System to CLIENT for acceptance.
However, PHI will not be responsible for any reasonable delays in
performing this Agreement for reasons beyond PHI's control including, but
not limited to, lack of reasonable cooperation from CLIENT as requested by
PHI, acts of God or government, war, riot, fire, flood, epidemic,
quarantine restriction, natural disaster, labor strikes or slowdowns,
defective materials, freight embargoes, etc. PHI will notify CLIENT if
significant delays are anticipated and use diligent efforts where possible
to eliminate the cause of the delay. CLIENT agrees to provide qualified
and cooperative personnel to assist PHI in performance of its duties
herein, as described in Exhibit C. Specified duties are outlined in
Exhibit C.
(c) PHI agrees that all services rendered under this Agreement will be
performed by qualified personnel experienced with the SYSTEM in a
professional and workmanlike manner.
(d) CLIENT agrees to provide a dedicated data line and telecommunications
equipment, at CLIENT's sole expense, between PHI's corporate location and
CLIENT's Facility prior to Completion of Installation. Said data line and
equipment will be used solely for support during and after implementation
of the System. The specifications of this line and equipment are outlined
in Exhibit G.
(e) CLIENT may modify the obligations and responsibilities of PHI during the
tenure of this Agreement upon written request delivered to PHI in the
manner described below. In such an event, CLIENT agrees to be responsible
for additional normal and customary fees and expenses, at the contract
rates for PHI services (as detailed in Exhibit D), required to effectuate
such modification(s). PHI will supply CLIENT with a written proposal of
any work or project that will be done. Such proposal requires CLIENT
signature in order for work to be authorized.
SECTION FIVE
Installation and Training
(a) PHI will install the System as described in Exhibits A and B at CLIENT's
site on CLIENT's hardware, which has been agreed upon and outlined in
Exhibit G.
(b) Upon Completion of Installation, defined in Exhibit C, PHI will provide
two people for ten days of training by PHI personnel on-site to
appropriate CLIENT personnel in the use and operation of the System at no
additional charge.
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(c) Additional training may be provided upon written request from CLIENT.
CLIENT will be responsible for such training at the Contract Services
rates detailed in Exhibit D, plus reasonable and actual travel and lodging
expenses associated with any such additional training in the use of the
System.
SECTION SIX
Satisfaction and Acceptance
Upon Completion of Training (defined in Exhibit C) and data conversion, CLIENT
shall have a "Test Period" (specified in Exhibit F) of sixty (60) days. In such
period, CLIENT shall run the software and make the determination that functions,
specifications and features of the System are met. In the event that the
completed software product does not perform in accordance with System
documentation, CLIENT shall, within ten (10) days of completion of the Test
Period, provide written notice to PHI detailing a list of needed corrections.
PHI shall make corrections as necessary to make the System perform in such
manner within sixty (60) days of said notice. If, at the end of such sixty (60)
day period (period to cure), the System fails to perform in accordance with
System documentation, as referenced in Exhibit A and B, PHI, at the request of
CLIENT, shall:
(1) Refund to CLIENT all fees paid by CLIENT, including license fees,
development fees and any charges for installation and training.
(2) This Agreement shall then be canceled and CLIENT shall return all software
and documentation to PHI.
CLIENT's failure to notify PHI of any problems experienced by CLIENT by the
expiration of the aforesaid sixty (60) day period shall be deemed CLIENT's
satisfaction and acceptance ("Acceptance") of the System. In the event CLIENT
requires additional work on the System such additional professional services
shall thereafter be subject to further testing and acceptance by CLIENT as
previously set forth herein.
SECTION SEVEN
Fees and Source Code
License fees for the System are transaction volume dependent as follows and
include Source Code. A transaction is defined as a single submission from a
pharmacy (i.e. a paid claim, a rejected claim, a reversal). Each time a pharmacy
makes connection to the System, it is considered a transaction. If, however, the
pharmacy receives a message that the System (or Host) is unavailable, no
transaction is recorded.
Annual Transaction Volume Initial License Fee
------------------------- -------------------
up to 3,000,000 transactions per year $400,000.
from 3,000,001 to 4,000,000 transactions per year $450,000.
from 4,000,001 to 6,000,000 transactions per year $550,000.
from 6,000,001 to 8,000,000 transactions per year $700,000.
from 8,000,001 to 12,000,000 transactions per year $800,000.
12,000,001 transactions per year and above $900,000.
CLIENT agrees to pay $400,000 as the Initial License Fee. Should CLIENT's
transaction volume, calculated by the six month annualized volume (figured for
the period just prior to the anniversary
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date), increase beyond the volume originally licensed for, CLIENT agrees to pay
PHI the incremental increase in Initial License Fee. Any and all such
incremental increases in License Fees are due and payable on the anniversary
date of the Effective Date of this Agreement. CLIENT shall verify their
transaction volume with PHI every quarter.
System Source Code may only be used by CLIENT to maintain the system in a manner
consistent with the original license. CLIENT acknowledges that PHI has other
SYSTEMS that utilize the same or similar System Source Code and CLIENT in no way
is entitled to reverse engineer or build upon the System to access or create the
functionality of other PHI applications not licensed to CLIENT.
SECTION EIGHT
Payment Schedule and Delivery Dates
The Initial License Fee will be paid according to the following schedule:
Anticipated Date Event Payment Due
February 18, 1998 Execution of this Agreement $100,000
March 16, 1998 Completion of Installation of Software $25,000 per month
for 12 months
The Installation of Software is specified as the day PHI employees leave
CLIENT's site having loaded the ProPBM Software on to CLIENT's hardware. In the
event that CLIENT misses two consecutive license fee payments, except as
permitted in Exhibit F and G, PHI will notify CLIENT in writing of such. CLIENT
shall have 30 days after receiving such notification to pay the past due
balance. At the end of thirty (30) days, if CLIENT has not paid the past due
balance, the software license shall be revoked and the right of CLIENT to
utilize the System will be terminated.
SECTION NINE
Software Maintenance and Enhancements
(a) PHI shall provide CLIENT with application software maintenance on a timely
basis, as it becomes available for general distribution. Such software
maintenance may include, but is not necessarily limited to, enhancements;
additional features as they are incorporated into the basic software
components for which the CLIENT is licensed; modifications necessary for
Federal, State, or third party requirements ("Maintenance Releases"). PHI
agrees to provide a minimum of two Maintenance Releases per year during
the term of this Agreement. Should PHI fail to provide Maintenance
Releases to update the SYSTEM in order to maintain industry standards,
CLIENT shall be permitted to engineer necessary changes using Source Code.
CLIENT may elect to engineer changes to Source Code at any time,
recognizing that future PHI System upgrades my not be applicable. The
Support provided to the CLIENT is outlined in Exhibit E.
(b) In consideration of PHI's making available the maintenance and updating
services consistent with Section Nine paragraph (c), CLIENT agrees to pay
PHI the sum of eighteen percent 18% of the Initial License Fee, per year,
for each year or any part thereafter following Acceptance of the System
("Software Maintenance Fees"). Acceptance of the System is defined in
Exhibit F. Said amounts are to be paid starting at Installation of the
Software (see Section Eight) at the rate of $6,000 per month. Such
payments shall be due and payable regardless of the nature and scope of
maintenance, if any, actually performed unless PHI has clearly been
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unresponsive to the CLIENT. Should CLIENT's transaction volume increase to
the next license tier, the maintenance fees that are due represent 18% of
the total license fees.
(c) CLIENT agrees to continue paying for maintenance and updating services for
a minimum period of one (1) year, so long as PHI remains responsive to
CLIENT enhancement requests and current with industry standards,
including, but not limited to NCPDP standards. PHI cannot terminate
maintenance and updating services without cause. Thereafter, failure by
CLIENT to adhere to said payment schedule shall terminate PHI's
responsibility to provide such services, but does not affect the CLIENT's
license granted in this Agreement.
(d) In the event PHI materially breaches its obligations to CLIENT under this
Section Nine, CLIENT shall have the right to terminate payment of Software
Maintenance Fees by giving PHI written notice of termination, specifying
the nature of the breach and giving PHI sixty (60) days to remedy the
breach.
SECTION TEN
Disclaimer
CLIENT acknowledges that the System is not to be regarded or relied upon as a
substitute for the skill, judgment and care of pharmacists or other professional
personnel in dispensing pharmaceutical products or otherwise.
SECTION ELEVEN
Intellectual Property Defense
(a) Anything contained in this Agreement or in any provision of law to the
contrary notwithstanding, PHI's sole obligation to CLIENT in the event of
a claim that the System infringes a copyright, trademark, trade secret or
other intellectual property in the United States shall be for PHI to hold
CLIENT harmless and reimburse CLIENT for related expenses and for PHI, at
its own expense, to defend such claim and that PHI may control the defense
and agree with, CLIENT'S consent if it in any manner affects CLIENT's
right to use the System or receive maintenance thereof, to any settlement.
(b) Should CLIENT be enjoined from using the System as a result of such claim
of intellectual property infringement, PHI shall, without limiting its
obligations under (a.) (1) take such action as will correct the
infringement and make the System not infringing, provided there is no
substantial degradation of the System, provided, however, on or before the
date on which CLIENT is enjoined from using the System, PHI will procure,
at its own expense, from the party whose rights which the System is found
to infringe, a License to use the System, and, without additional charge,
grant a sub-license therefore to CLIENT in accordance with the terms
hereof. In the event the actions described above are not accomplished,
CLIENT will have the option of terminating this Agreement and PHI will be
required to refund all fees paid by CLIENT.
(c) If an infringement by CLIENT is alleged prior to completion of delivery of
the System pursuant to this Agreement, PHI may decline to make further
shipments without being in breach of this Agreement, and providing that
PHI has not been enjoined from selling such System to CLIENT, PHI agrees
to supply such System to CLIENT at CLIENT's option.
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SECTION TWELVE
Software Warranty
(a) PHI expressly warrants that the System shall be free from errors and
perform in all material respects according to System documentation in
Exhibit A and projects in Exhibit B. However, this software warranty
specifically excludes program errors engendered by individuals other than
PHI's staff or its subcontractors, independent contractors or free xxxxx
suppliers. Said warranty will remain in effect so long as Software
Maintenance Fees are paid up to date. Should CLIENT not pay maintenance
fees, the System will be warranted for a period of one year following the
date that such maintenance fees were due.
(b) In the event PHI expends its professional services to investigate errors
which arise within the warranty period, CLIENT agrees to fully pay for
PHI's services at its contract rates (Exhibit D) if said errors are
determined to have been caused by CLIENT or their contracted staff.
(c) The parties further agree no other software warranties, either expressed
or implied, have been extended and that no change or other modification to
the above software warranty shall be valid unless documented in writing
and signed by an authorized representative of the parties.
SECTION THIRTEEN
Confidentiality
(a) The System and the ideas and concept and the expressions thereof,
contained herein, are acknowledged by CLIENT to be confidential
proprietary information and trade secrets belonging to PHI, in which
CLIENT has no interest and no right to use thereof except as granted by
the Agreement. CLIENT agrees that it shall not at any time, without prior
written permission of PHI, copy or duplicate or create the source programs
and/or object programs of the System, including outside support
contractors, shall not transfer all or any portion of the System or its
ideas and concepts other than for CLIENT's own use. It is understood by
PHI that CLIENT includes Sandata, Inc.
(b) CLIENT agrees to limit access to all physical embodiments of the System to
those of its personnel who must have such access for CLIENT to use the
System, and to store each such embodiment in a secure place except when
being used.
(c) Upon termination of the License, pursuant to Section Six hereof, CLIENT
shall deliver to PHI all materials furnished by PHI pertaining to the
System, shall deliver to PHI or destroy all copies thereof and shall erase
from all computer storage and computer storage devices any image or copies
of the System.
(d) PHI agrees to treat all CLIENT information and data to which it has access
as confidential and proprietary.
SECTION FOURTEEN
Taxes and Assessments
Excluding any and all Federal, State, or Local income taxes or gross receipt
taxes incurred by PHI, CLIENT agrees to pay any and all Federal, State, local
and other governmental sales, use,
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franchise and excise taxes and/or penalties or assessments which may be lawfully
assessed in connection with the provision of services or products described in
this Agreement.
SECTION FIFTEEN
Termination of Agreement
This Agreement shall remain in full force and effect until terminated in
accordance with provisions of this Agreement. Either party may terminate this
agreement with cause, which shall be defined as a substantial breach of terms of
this Agreement. Notification of such breach shall be in writing with 60 days to
correct.
SECTION SIXTEEN
Limitation of Liability
(a) CLIENT agrees to hold PHI harmless for any claim of loss or damage
incurred by CLIENT on account of PHI's wrongful acts or omissions to the
extent that the value of the claim exceeds total amount of the total fees
paid by CLIENT. CLIENT shall give timely written notice to PHI of any
alleged loss or damage incurred by CLIENT.
(b) CLIENT acknowledges that the drug interaction portion of the System is to
be used only as a guide and is not to be regarded or relied upon as a
substitute for the skill, judgment and care of pharmacists or other
professional personnel in dispensing pharmaceutical products. PHI shall
not, under any circumstances, be liable or responsible for injury,
including death, suffered by any consumer of any pharmaceutical or any
other product dispensed or distributed by any person or entity using the
System for any purpose, or for any side effects or other consequential or
incidental damages of any kind or description whatsoever involving injury
to such consumers from the use of any such product, it being expressly
understood that such liability and responsibility rests entirely upon the
pharmacist or other professional involved in the transaction.
SECTION SEVENTEEN
Severability
In the event a provision or provisions of this Agreement shall be determined
invalid, illegal, or unenforceable, the parties agree the remaining provisions
shall nevertheless be binding with the same effect as though the invalid,
illegal or unenforceable parts were deleted, unless to do so would defeat the
substance and purpose of this Agreement.
SECTION EIGHTEEN
Notice to Parties
All notice provided for herein shall be in writing and delivered in person, or,
in the alternative, by delivering same via United States Mail, postage prepaid,
registered or certified mail, address as follows:
Notice Directed to CLIENT: Notice Directed to PHI:
ATTN: Xxxxx Xxxxxxx, President ATTN: Xxx Roma, CEO
National Medical Health Card Systems Prospective Health, Inc.
00 Xxxxxx Xxxx Xxxxx 0000 Xxxxxxx Xxxxx
Xxxx Xxxxxxxxxx, X.X. 00000 Xxxxx Xxxxxxx, Xxxxxxxx 00000
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SECTION NINETEEN
Assignment
Neither this Agreement nor any of CLIENT's rights, duties or obligations as
provided hereunder may be assigned or transferred, except by merger,
consolidation or sale and then only by written notice to PHI. PHI acknowledges
CLIENT's affiliated company, Sandata, and recognizes its right to perform
duties, assignments, and accept obligations as described in this Agreement.
Should PHI merge or consolidate with another company, it shall provide written
notice to CLIENT within thirty (30) days of such action.
SECTION TWENTY
Governing Law
This Agreement shall be construed and interpreted in accordance with and
governed and enforced in all respects by the laws of the state of defending
party, excluding the choice of law rules thereof.
SECTION TWENTY-ONE
Addenda
This Agreement is subject to the terms and conditions set forth in any attached
Exhibits, memoranda, or other addenda which may by written agreement of the
parties, subsequently be appended hereto. The parties agree to the terms and
conditions of all such addenda which shall be incorporated herein by reference
with the same force and effect as if originally included herein.
SECTION TWENTY-TWO
Entire Agreement
This Agreement, and all Exhibits attached hereto and made a part hereof,
constitutes the entire agreement between CLIENT and PHI with regard to the
matters set forth herein. This Agreement may be amended or modified in whole or
in part at any time only by an agreement in writing executed by authorized
parties.
SECTION TWENTY-THREE
Further Documents
The parties agree to execute all further documents which may be necessary to
effectuate the terms of this Agreement.
SECTION TWENTY-FOUR
Construction of Terms
The titles and headings of this Agreement are inserted for informational
purposes only and shall
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effect neither the meaning of the terms nor the intent of the parties. It is
further agreed this Agreement shall be binding upon, and shall inure to the
benefit of the heirs, executors, permitted assigns, transferees and successors
in interest of the parties hereto, notwithstanding the reorganization, merger,
consolidation or change in personnel of either party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the Effective
Date written above.
CLIENT NMHCS PROSPECTIVE HEALTH, INC.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxx X. Roma
------------------------- ----------------------------
Title: President Title: C.E.O. 3/3/98
---------------------- ----------------------------
2/23/98
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Exhibit A
System Functionality
The System includes PHI's ProNET, ProPBM, ProCLIENT, and ProANALYST Applications
(as described in documentation attached hereto (the ProPBM Eligibility Guide,
the ProANALYST System Reference Guide, the ProPBM Technical Reference Guide -
ProSWITCH, and the ProPBM Application Description) and made a part hereof
[System Documentation], all specifications and representations made by PHI
regarding version 2.11, and any additional functionality and interfaces in
development for the CLIENT as described in detail in Exhibit B.
EXHIBIT B
System Functionality in Development
PHI Enhancement Request Form - Exhibit B
Enhancement Name: Flex Code
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-1
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
Client includes in their hierarchy of eligibility, a field called flex code. The
flex code is contained on the incoming eligibility record from the client and is
housed on the member eligibility record. It is primarily used for reporting
purposes, but it is imperative that CLIENT be able to determine which flex code
was on a member's record at the time of adjudication and thus will be attached
to the Rx Transaction Detail. It is important that the flex code be tied to the
member's record. CLIENT must be able to, not only look back at the flex code
that was present at adjudication, but also know what benefit structure was tied
to that flex code. The flex code is currently 10 characters in length. The flex
code, as it is on the member record, needs to have effective and termination
dates tied to it. Address information is also required as flex codes tie to
specific employers.
Scope:
PHI will create a separate table which holds flex codes, customer, client, group
identifiers and address data. An unlimited number of flex codes (along with
effective and termination date for each code) can be attached to a member. This
will require another list form and detail form. Because of the current limit of
5 characters imposed on user-defined codes, PHI will have to create another
selection, detail and list form.
Overview: Analysis - 1 day Front end - 2 days Batch Process - 1/2 day QA -
4 day
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable
PHI Enhancement Request Form - Exhibit B
Enhancement Name: Accumulated Benefit Tiers
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-2
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
PHI will provide the ability to attach a copay schedule to the tier levels, the
way you can currently attach a different price schedule.
Scope:
PHI will accomplish this by embedding the copay into the price schedule that is
attached at the tier level. PHI will then add copay schedules to each tier under
the Individual and Family columns in Accumulated Benefits Maintenance. The
adjudication process will need to make the determination of which copay takes
precedence.
Overview:
Analysis - 1/2 day Front end - 1/2 day OLTP - 1 day QA - 3 days
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt: 0
Scheduled Release: TBD
Est. Prog./Analysis Hrs: 40
QA Analyst:
Status Date:
Notes: Release Date:
PHI Enhancement Request Form - Exhibit B
Enhancement Name: Shoe Box Processing
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-3
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
Client will have certain plans that have the shoe box option that can apply to
retail, mail order or both. The claim will be submitted through POS and then
require member to submit paper claim in order to receive reimbursement. Upon
receipt of the DMR (match on NABP, DOS, and Rx#), the POS claim would then be
reversed and the DMR would be adjudicated based on the benefit structure
established. The claim would be priced according to the AWP that was in place at
the time the prescription was dispensed. The copay at POS will be different than
the copay of the DMR claim.
Scope:
A new function will be added to the ProPBM application where the user could
specifically select a claim. Upon selecting the claim the user could then submit
the claim through the reversal and adjudication process. This submission will
follow a different rule (because it is a DMR claim process) than the POS claim
followed.
Overview: Analysis - 2 day Front end - 4 days OLTP - 3 day QA - 7 days
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt: 0
Scheduled Release: TBD
Est. Prog./Analysis Hrs: 128
QA Analyst:
Status Date:
Notes: Release Date:
PHI Enhancement Request Form - Exhibit B
Enhancement Name: Customer ID on Physician File
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-4
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
The intention is to associate a specific customer or group of customers with a
group of physicians. PHI will provide functionality that will relate a specific
customer or group of customers to one or many physicians. This could be
accomplished with the customer ID on every physician record or by setting a list
of physicians and attaching the list to a customer.
Scope:
This project may require schema changes. The adjudication of claims will need to
recognize the relationship between customers and physicians and the appropriate
edits.
Overview:
Analysis - 1 day Front end - 2 days OLTP - 1 day QA - 3 days
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt: 0
Scheduled Release: TBD
Est. Prog./Analysis Hrs: 56
QA Analyst:
Status Date:
Notes: Release Date:
PHI Enhancement Request Form - Exhibit B
Enhancement Name: Additional Information on Rejected Claims
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-5
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
Rejected claims to have pricing information recorded in the data base under
calculated fields. This will occur on all rejected claims so that NMHC can use
this information to report savings to clients. For example, NMHC has a plan
whereby all transactions require a prior authorization to pay. The transactions
would be adjudicated against plan parameters and regardless of whether they were
considered payable or not, the claim would be priced and the resulting
information recorded. The pharmacist is then required to call for a prior
authorization before the claim is actually released for payment.
Scope:
In order to price rejected claims, a minimum amount of information is required
on the transaction. This information is date filled, NDC, member information,
and quantity. Beyond this data requirement, a valid price schedule is needed to
price the rejected claim.
Overview: Analysis - 2 days Front end - 1/2 day OLTP - 4 days QA -5 days
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt: 0
Scheduled Release: TBD
Est. Prog./Analysis Hrs: 92
QA Analyst:
Status Date:
Notes: Release Date:
PHI Enhancement Request Form - Exhibit B
Enhancement Name: ID Card Enhancements
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-6
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
Currently the system allows the user to indicate the number of cards per family
to be issued. NMHC wants the ability to indicate that each family member is to
receive a card. PHI's card production batch process should not indicate more
cards to be produced than eligible family members. Xxxxxx Xxxx noted that there
are additional fields that need to be included as Card Production Parameters.
These fields follow:
Individual card, Number of cards
Family card, Number of cards
Dependents on family card? (Y/N)
Charge for cards? (Y/N)
Card fee
Xxxx for postage? (Y/N)
Postage fee
Get dependent card data from (either member or dependent) Produce Card
Billing Report by flex? (Y/N) Name of card format file (8 characters) Card
Stock (10 characters should be enough. We currently have 25)
Scope:
A flag will be added to the Card Production Parameters screen to allow the user
to select the option they prefer. If they choose manual entry of the number of
cards, they may then enter the number of cards which should be printed for each
family. If they choose one per family member option, the card printing batch
process will need to recognize that flag and print the appropriate number of
cards for each family. The additional fields noted in the objective above will
be available for entry and stored. They will be used in the creation of the ID
card extract file and/or used in complementary processes.
Overview: Analysis - 1/2 day Front end - 1/2 day OLTP - 1/2 day QA - 2 days
PHI Enhancement Request Form - Exhibit B
Enhancement Name: ID Card Request
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-7
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
The system needs to have the ability to request an ID card through the
eligibility load process. The request for a card should be possible for a
member, a family, or an individual.
Scope:
The batch load process will need to be modified to recognize a request for an ID
card. The specifics require the batch process, upon recognition, to xxxx the
card request as if it were keyed on the screen. Strict attention will be taken
to include all edits in place on the screen process.
Overview:
Analysis - 1/2 day Batch Process - 1/2 day QA - 2 days
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt: 0
Scheduled Release: TBD
Est. Prog./Analysis Hrs: 24
QA Analyst:
Status Date:
Notes: Release Date:
PHI Enhancement Request Form - Exhibit B
Enhancement Name: Enhancement of Rx Transaction Detail
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-8
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
Enhance the Rx Transaction Detail screen to note which fields are submitted
values versus calculated values. In addition, there are fields that need to be
added to the Rx Transaction Detail. These additional fields need to be displayed
on the screen. The fields are flex code, and one other ten byte member field
that are populated at adjudication time.
Scope:
The grouping of information on the screen will be modified per PHI specification
to include those items referenced, here, in exhibit 'B'. The data will be
displayed in an order to be more acceptable to all customers that view the data.
It is important to the client that they be able to view the all data from the Rx
Transaction Detail screens.
Overview:
Analysis - 1/2 day Front end - 1/2 day QA - 1 day
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt: 0
Scheduled Release: TBD
Est. Prog./Analysis Hrs: 16
QA Analyst:
PHI Enhancement Request Form - Exhibit B
Enhancement Name: Additional Effective and Termination Date Tiers
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-9
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
Client requires unlimited effective date tiers at the member level.
Scope:
For each member record, every tier needs to be available for viewing and to
adjudication. PHI will allow for an unlimited number of effective date tiers for
each member.
Overview:
Analysis - 2 days Front end - 3 days OLTP - 3 days QA - 10 days
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt: 0
Scheduled Release: TBD
Est. Prog./Analysis Hrs: 144
QA Analyst:
Status Date:
PHI Enhancement Request Form - Exhibit B
Enhancement Name: DUR Enhancements
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-10
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
Further information about DUR occurrences is needed for reporting and editing
purposes. Client wants the ability to vary the type of editing that is done on
DUR (i.e. reject or accept for information only ) Although there are several
drug to drug edits that would fall within a severity one edit, Client may want
to reject only certain ones. PHI would need to rely on coding from MediSpan to
further define the exact edit that is hit. If this is possible, the information
would need to be stored on the Rx Log record. In addition, Client would like
enough additional information regarding the claim in history that caused the
drug to drug interaction, such as pharmacy and physician, that would uniquely
identify the claim. Client is also interested in being able to know when a
preferred drug list was used in the adjudication of a claim.
Scope:
In terms of the Front End, the greatest effort will be in the display and
parameter entry. Some changes may be required to DUR Exceptions. Also,
additional information may need to be viewed on the transaction in history. This
additional information will allow the client to uniquely identify the claim in
history that caused the drug to drug interaction. From the adjudication
prospective, there would need to be a new table developed that allows the user
to enter the conflict code, priority, response (reject or warn), GPI, and
severity level. This new table(s) would be attached at the Client/Customer/Group
level and cause adjudication to recognize the type of response on the DUR
conflict code, priority, GPI and severity. Also, adjudication will be modified
to indicate that a preferred drug list was used. This will be accomplished by
adding a new column attached to the transaction that will be set if a preferred
drug list was used during the adjudication of the prescription.
Overview: Analysis - 1 day Front end - 1 day OLTP - 3 days QA - 8 days
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt. 0
PHI Enhancement Request Form - Exhibit B
Enhancement Name: NMHC Logo
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-11
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
Replace the PHI logo with the NMHC logo where ever it is used in the
application.
Scope:
ProCLAIM allows the user to specify the location of the graphic they wish
displayed on the Splash Screen, Menu Switchboard and About Box. This will be
implemented in the Front End with some additional coding and form changes to the
Login screen.
Overview:
Analysis - 1 day Front end - 1 day QA - 1/2 day
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt: 0
Scheduled Release: TBD
Est. Prog./Analysis Hrs: 20
QA Analyst:
Status Date:
Notes: Release Date:
PHI Enhancement Request Form - Exhibit B
Enhancement Name: Eligibility Validation
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-12
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
The system needs the ability to specify when the maximum age limit is met (i.e.
1st of the month following the date of birth, end of the month in which the
birth date occurred, etc.) The list of possibilities for age validation cutoff
criteria are as follows:
Up to birth date Through birth date Through birth week
Through birth month Through birth year Through
specified date
Scope:
PHI will add indicator to Customer, Client, Group, and Member to indicate when
the maximum age limit is reached. The OLTP, Front End, and Batch Code will need
to check this flag when adding eligibility and/or checking the age limit.
Overview:
Analysis - 1 day Front end - 1 day OLTP - 1 day Batch Process - 1 day QA - 3
days
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt: 0
PHI Enhancement Request Form - Exhibit B
Enhancement Name: Eligibility Changes Logged
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-13
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective:
The system needs the ability to log all changes made to eligibility.
Scope:
Functionality will be added to the eligibility processes (batch and manual) that
tracks all change activity. This includes all fields at the member level. These
changes will be available for viewing by the user.
Overview:
Analysis - day Front end - day Batch Process - day QA - days
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt: 0
Scheduled Release: TBD
Est. Prog./Analysis Hrs:
QA Analyst:
Status Date:
Notes: Release Date:
Exhibit B
System Functionality in Development
PHI Enhancement Request Form - Exhibit B
Enhancement Name: Additional Group Number Fields
Product Type:
Enhancement Number: Front End OLTP Database
Date Entered in QA Log: 01/02/98 Batch Other
Contact Name: Xxxxx Xxxxxxx
Company: NMHC
Application:
Telephone Number: (000) 000-0000 Ext: 201
Batch Extracts ProClaim
Customer Project ID: Exhibit B-14
Batch Loads ProCLIENT
Priority: High
Data Dictionary ProINTERCEPT
Customer Request Date: 04/01/97
Data Migration ProPBM
Current Release: 2.11.1
PHI Comm Interface QA log
Account Manager: Not Assigned
ProANALYST System
Administrator
Objective: CLIENT has requested the availability of fields that they did not
recognize on the PHI tables. Some fields must be available at the plan (group)
level, while others must be available at the member level. PHI will work with
the CLIENT to satisfy the new field needs utilizing existing fields. In the
event that the fields are not available, PHI agrees to include those additional
fields that would be deemed beneficial. PHI will assist the CLIENT in making the
fields available for display and storage, but the fields will not be used during
the adjudication process.
Scope: The list of plan (group) fields CLIENT wants added will be developed as
the mapping of existing data is completed. List of member fields CLIENT wants
added are: Other ID (9 characters), CCLIID (12 characters), Office copay (4
characters minimum), Card expiration date, Flex 1 (10 characters), Flex 2 (10
characters), Flex 3 (10 characters), Employment code (2 characters) [ full time,
part time, retired full time, retired part time, Cobra full time, Cobra part
time, Other], Dependent code - This is another person code
Overview:
Approval:
Charge: 0
Modification Charge: 0
Status: New
Est. Billable Amt: 0
Exhibit C
Installation and Training
PHI and CLIENT agree as follows to complete the Installation, Implementation and
Training of the System at CLIENT's site:
INSTALLATION
SELECTION OF PERSONNEL. PHI shall make reasonable efforts consistent with sound
business practices to honor the specific requests of Client with respect to the
assignment of PHI personnel as Project Leader and members of the Project Team.
PHI warrants that all PHI personnel assigned to the Project Team will be
appropriately qualified to perform such services.
REPLACEMENT OF PERSONNEL. CLIENT reserves the right to request and obtain the
replacement of any PHI personnel whose performance CLIENT reasonable finds to be
inadequate or inappropriate. PHI may reassign and/or replace key personnel
assigned to the Project Team with others having comparable education and
experience with the System, subject to the express approval of CLIENT. Such
approval will not be unreasonably withheld but may be denied if, in CLIENT's
reasonable judgment, such reassignment and/or replacement will be detrimental to
the successful completion of implementation.
CONCURRENT ASSIGNMENT. CLIENT acknowledges that PHI key personnel assigned to
the Project Team may also perform similar services for others from time to time
and that this Agreement shall not prevent PHI from using such personnel to
perform services for others. However, in the event that such services to other
parties are judged by CLIENT to in appropriately delay the completion of
implementation, PHI agrees that services for CLIENT will take precedence over
such services to other parties.
PHI will work diligently with CLIENT's selected hardware vendors and operations
personnel to ensure appropriateness and completeness of all hardware components,
but will not be held responsible for functionality of the hardware itself. Said
responsibility is solely held by the selected hardware vendors. CLIENT agrees to
make appropriate data processing operations personnel available for review and
consultation during the installation of hardware by hardware vendors.
PHI will install the ProNET, ProPBM, ProCLIENT, and ProANALYST software with
modifications so as to comply and conform to the specifications detailed in
Exhibits A and B hereof on CLIENT supplied hardware at CLIENT site. Said
installation will occur after installation of hardware and on or before March 1,
1998 and will include:
1) Verification of installed hardware components for completeness.
2) Defining and configuring the telecommunications equipment and CLIENT
supplied communications links between hardware and CLIENT selected network
provider (NDC, ENVOY, etc.)
3) Defining proper connectivity between CLIENT supplied personal computers
and local area network and the PHI software.
4) Loading and configuring the PHI front-end software on said personal
computers.
5) Installing and configuring the ORACLE database on CLIENT supplied database
hardware platform.
6) Assist and train CLIENT personnel in the conversion of CLIENT supplied
existing claims history
Exhibit C (cont'd)
Installation and Training
from CLIENT's current system, using software provided by PHI for such
purpose described in Exhibit A above. CLIENT will be responsible for
becoming proficient in the use of said software for the purpose of ongoing
claims history conversion after the Test Period.
(7) Assist and train CLIENT personnel in the use of Eligibility load programs,
financial interface programs and card production interface programs
developed for CLIENT by PHI as described in Exhibit A above. CLIENT will
be responsible for processing associated with each of these programs
during and after the Test Period.
At the completion of the installation of the software and training as outlined
in this exhibit, CLIENT and PHI shall recognize it as the Completion of
Installation.
PHI agrees that the environment will be configured and tested to ensure proper
claim switching, adjudication and that reports can be generated from the System
CLIENT personnel.
CLIENT agrees to provide access to all CLIENT site areas as appropriate and
operations personnel as required for PHI to effect items 1) through 4) above.
CLIENT further agrees to assist PHI in items 6) through 7) above so as to become
proficient in the ongoing conversion and interface software developed by PHI for
CLIENT and to verify completeness of the application modifications and the
System.
TRAINING
PHI will provide a minimum of ten days of training at CLIENT site.
PHI will make available a minimum of two qualified trainers who have extensive
experience with the PHI software and the necessary skills to teach. The training
is divided into two categories: Technical Training and PBM Administration
Training. The specific areas discussed for each are specified in the
accompanying training syllabus. CLIENT will receive this and other such training
as to ensure CLIENT's personnel become proficient in the use of the System. At
the end of such training it is anticipated that CLIENT will be prepared to use
the System. in a production mode.
CLIENT agrees to provide industry knowledgeable personnel capable of learning
the System and becoming proficient in the use of the application as described
above.
Exhibit C (cont'd)
Technical Training Syllabus
NMHC Prescription Management
NT Switch with Unix Oracle ProPBM server
Transaction switch server
Sever configuration NTserver
Model
Disk drive allocations
RAID configurations
ProSwitch Discussion NTserver
Overview
Installation
Directory Structure
Production and test environments
Communication protocols
Communications layer
TCP/IP
Application layer
Discussion of application and specific customer modifications
Configuration and routing tables routing Administration and monitor
functionality Open forum
ProPBM application; NTserver
Overview of design
NT services (component overview)
Pre and Post adjudication functionality, highlighting key components
NT applications Oracle applications Software upgrades NT directory
structure
Test environs
Transfer mechanism
System monitoring
NT tools
PHI developed tools
Problem determination and resolution
PHI services
Application support
Open forum
Exhibit C (cont'd)
Technical Training Syllabus
NMHC Prescription Management
NT Switch with Unix Oracle ProPBM server
Application server
ProPBM application; Unix Oracle server
Server configuration Model Disk drive allocations RAID configurations
Oracle/PHI database layout Overview of design Directory structure for
rdbms
Directory structure for PHI application components Application
Packages Database backup and recovery Oracle rdbms PHI model Third
party providers Monitoring tools Oracle rdbms PHI products Third party
providers PHI services Application support Database support Oracle
services Network Application Customer support Open forum
Exhibit C (cont'd)
Administration Training Syllabus
ProPBM Administration Training
1. Strategy Training
a. Overview of coverage strategies
b. Setting up a new strategy
c. Correlating to benefit design
2. Building Exception Lists
a. What constitutes an exception
b. Building tables
c. Reusing an exception list
3. Building Formularies
a. Starting with an open formulary b. Starting with a closed formulary
c. Using drug class level editing d. Using therapy class level editing
e. Using GPI class editing f. Using NDC number editing g. Using
preferred products
4. Building Pharmacy Networks
a. Entering individual pharmacies
b. Building a chain
c. Building a network
d. Building a super pharmacy network
5. Building DUR Strategies
a. Overview of MediSpan's The Solution
b. Options available when setting up DUR strategies
6. Building Accumulated Benefits Strategies
a. Overview of accumulated benefits
b. Working with deductibles
c. Understanding out-of-pocket
d. Options for setting up strategies
Exhibit C (cont'd)
Administration Training Syllabus
ProPBM Administration Training
7. Building Pricing Strategies
a. Pricing from AWP b. Comparing different pricing formulas c.
Correlating pricing to DAW codes d. Attaching price schedules to
pharmacies
8. Building Copay Strategies
a. Standard copay structure
b. Creative copay structures
c. Changing copays with specific drug classes or NDCs
9. Understanding the Help Desk Features
a. Reviewing Rx Transaction Log
b. Reviewing Rx Transaction Detail
c. Finding and reviewing paid or rejected claims
d. Prior Authorizations
10. Security System
a. Setting up security for different levels
b. Security for ProCLIENT
11. ProANALYST Training
a. Ordering standard reports
b. Setting up date and range parameters
c. Using SQR
d. Using Speedware
e. Ad hoc reporting
Exhibit D,
Contract Services
Contract Services rates will be guaranteed as long as Maintenance Fees are
current and are as follows:
Training $1000. / day $125. / hour
Consultant $1200. / day $150. / hour
Senior Consultant $1600. / day $200. / hour
Database Admin. $2000. / day $250. / hour
Exhibit E
Support Services
GENERAL SUPPORT
PHI's regular business hours are 8:00 a.m. to 6:00 p.m. Central Standard Time
(CST) Monday through Friday (excluding Holidays). In the event of a severe error
or defect, CLIENT may call and receive after-hours assistance according to the
following protocol:
TELEPHONE SUPPORT. For all errors or defects reported by CLIENT in the
performance of the System, CLIENT will assign a severity level and PHI will
respond in accordance with the schedule set forth below:
Severity 1: Prevents the System from being effectively and
substantially utilized for its intended purpose.
Response: PHI will provide a response through qualified
members of its staff by using best efforts on
a priority basis 24 hours per day, 7 days per
week, to correct the errors or defects and
advise CLIENT accordingly. On Severity 1
errors or defects, PHI personnel will respond
and commence efforts to correct the problem
within two (2) hours.
Severity 2: Disables nonessential Product functions.
Response: PHI will provide a response through qualified
members of its staff by using reasonable
efforts to take no more than fourteen (14)
days, whatever corrective action is necessary
to correct the error or defect and advise
CLIENT accordingly. Every effort will be made
to accommodate the CLIENT within 5 days.
Severity 3: Produces an inconvenient situation in which the System is
usable, but does not provide a function in the most convenient
or expeditious manner, and the user suffers little or no
significant impact.
Response: PHI will exercise best efforts to resolve such
errors in the next maintenance release.
Severity 4: Produces a noticeable situation in which the use of the
System is affected in some way which is reasonably correctable
by a documentation change or by a future regular release from
PHI.
Response: PHI will provide, as agreed by the parties, a
fix or fixes for such errors in subsequent
maintenance releases.
Exhibit F
Implementation Schedule
As soon as the Agreement is executed and initial payment made, PHI will meet
with a team from CLIENT's facility to outline the final specifications and
schedule including all specific assignments, names of responsible parties, and
dates for completion. A time frame for key events, however, is included below.
If PHI does not perform the specific assignments described below in the time
frames indicated, CLIENT may withhold monthly license payments ($25,000) until
the month when assignment is complete. Once assignment is complete, CLIENT will
pay any monthly license payments that were withheld as well as the current
month's payment.
Late- February:
PHI begins working on Exhibit B projects.
Mid-March:
PHI installs software at CLIENT's location. (INSTALL SOFTWARE)
INSTALL SOFTWARE is defined as a PHI employee performing the
following functions:
1. Examine the hardware to determine its readiness for our software
2. Lay out the database to PHI specifications
3. Create schema structures
4. Populate the tables with required data
5. Load the applications
6. Determine the directory structures are in place
7. Set-up the routers to communicate with the database
It normally takes 2 to 4 days to INSTALL SOFTWARE. This assumes the
CLIENT has preconfigured the server with the required DASDI. PHI
will physically install Oracle for CLIENT.
An initial meeting will be held to discuss CLIENT's overall business
strategy in order for PHI to make recommendations as to business
hierarchy (use of customer, client and group, including flex codes).
A planning meeting is held and PHI begins reviewing interfaces and
data conversion with CLIENT. Assignments are given to appropriate
personnel to ensure that all interfaces and history loads will be
completed in a timely manner.
Mid April:
PHI holds overview training (1st round) with CLIENT's employees.
CLIENT's employees begin working with the system, setting up plans
and loading files.
TBD after Planning Meeting, But No Later Than June 1st:
History loads have been completed and CLIENT begins testing of the
plan strategies, networks, eligibility loads, formularies and
provider files. COMPLETION of TRAINING occurs which is defined as
all ten days of training have been given and all subjects outlined
in Exhibit C have been covered with CLIENT's staff.
PHI delivers software enhancement projects from Exhibit B. TEST
PERIOD begins (CLIENT has software installed and staff has been
trained, Historical data resides on the system and enhancements have
been delivered.) CLIENT can run a parallel test with current system.
August 1st:
TEST PERIOD of sixty days is completed and CLIENT has notified PHI
of any deficiencies in the system. If there are no deficiencies
noted, PHI will assume there is ACCEPTANCE of the SYSTEM. ACCEPTANCE
OF THE SYSTEM means the CLIENT agrees the System adjudicates
pharmacy claims with all of the functionality described in Exhibits
A and B.
Exhibit G
Performance Guarantees
1. Adjudication time will not exceed 4 seconds. Ninety percent (90%) of
claims will be adjudicated in less than 2.5 seconds.
2. Hardware as recommended in Exhibit G will be able to adjudicate 50,000 to
65,000 claims in an eight (8) hour day.
3. System and hardware configuration as described in Exhibit G will be
scaleable from current volumes up to 1,000,000 claims per month.
4. PHI guarantees that there are no additional passwords necessary to operate
and modify the System other than security passwords made known to CLIENT
and whose control has been provided to CLIENT.
5. If a new release of the product requires changes in the System or hardware
requirements, sixty (60) days notice will be given.
6. PHI assures that all changes to the System as outlined in Exhibit B will
become part of the standard version of the System supported by PHI, in the
next release.
7. There will be no CLIENT specific hardcoding (i.e. data dependent, logic)
unless authorized by CLIENT.
8. PHI will adhere to the timeline for installation as outlined in Exhibit F,
unless delays are caused by forces outside PHI's control (i.e. CLIENT or
their contracted employees do not meet project dates as assigned.)
9. PHI assures that all software is 2000 compliant.
10. PHI assures that there is no data dependent logic in the programs.
11. PHI will provide a VB front end version of ProCLIENT prior to Test Period
that will accommodate a minimum of 4 and potentially more clients per
server. The VB product is more efficient at handling input and output,
therefore the productivity of each server should be better than current
tests show.
Should System (with hardware that meets specifications outlined in this exhibit)
not meet the performance guarantees outlined above in the first year, CLIENT
shall have the right to withhold $25,000 monthly payments until performance does
meet these standards. At such time, CLIENT will pay for any and all monthly
payments that had been withheld. After first year, if performance guarantees are
not met, CLIENT shall have the right to withhold monthly maintenance fees
(currently $6,000 per month) without risking termination of contract, and
withholding such fees until performance guarantees are met. At such time, CLIENT
shall pay any and all back payments that had been withheld. PHI will abide by
Severity levels outlined in Exhibit E in terms of the specific time frame for
addressing performance problems.
HARDWARE SPECIFICATIONS
CLIENT shall obtain from their preferred source either a leased data or frame
relay line to be run from their offices in Port Washington, New York, to the PHI
offices in Palos Heights, Illinois. The line should have the following
characteristics:
56 Kilobit or faster
TCP/IP Router at both ends
CLIENT has obtained an HP 9000 computer platform, which is acceptable for PHI to
install the ProPBM application. In addition, CLIENT will need a second platform
which could be another HP 9000 for Decision Support, Fail Over, Testing, and
Reporting purposes. In addition, CLIENT shall also purchase two NT boxes, for
the purpose of running ProNET. The characteristics of the hardware is described
in detail in the attached listing.
Sandata D370/2-Way
New System
HP9000 Series D37C/2 Way
Model:
0370/2
Includes:
2-Way SMP Server, 120MHz 8 I/0 Slots, 4 EISA/HSC, 3 EISA, 1HSC
Single-Ended SCSI-2 w/Extemal Connector Parallel Centronics; Console Port
802:3 EtherTwist LAN HP-UX Operating System w/2 User License Hot-Swap
Internal FWD Disk Drives Factory Integration; Three year on-site warranty
Qty Part Number
HP9000Series 800 Business Server 1 A3562A Model D370/2 SMP Server 1 A3562A\3Y3
3 Year Warranty Upgrade 1 A3562A\OS4 System and Network Configurati 1
A2440A HP-UX 2-User Operating System 1 A2440A\ABA English system manuals 1
A2440A\OD1 S/800 Software PreLoaded 1 A2440A\APZ HP-UX version 10.20 1
B3897A HP-UX Licenses, Media S/800 1 B3897A\AGS Unlimited user media
specifica 1 00000X\XXX XX-XXX media and certificate 1 B3897A\3YN Phone
Asst/LTU For Unlimited U 1 B3921CA HP-UX version 10.20 manuals 1
B3921CA\3Y3 3 Year Warranty Upgrade 1 B3921CA\OBC Manuals on CD-ROM
System Cabinet:
2 A1897A 1.6M, 32 EIA 19" Rack, UX
2 A1897A\3Y3 3 Year Warranty Upgrade
2 A1897A\ABA U.S. 200-2-40V power distributi
1 E4468A 1.6M Cabinet Tie-Together
1 K2296 SCSI-2 screw to SCSI-1 bail ca
1 E4468A\OS4 System and network configurati
3 92227B ThinLAN Coaxial Cable, 2M
1 A3384A Rack Kit, D-Class, 17 EIA, New
CDI; Quote File Ref =
SANDTD37.XLS; Quote Rev =;
Date = 2/26/97 BUDGETARY
Quotation - Page 2
System Memory:
4 A3408A 128MB ECC Memory Mod, D-Class
4 A3408A\DISC Memory discount qty 4 or more
4 A3408A\OD1 Factory integrated
4 A3408A\3Y3 Telephone/4-hr System Support
System Disk:
2 A3306A 2GB FWD Hot Swap Disk, D-Class
2 A3306A\OD1 Factory integrated
2 A3306A\3Y3 3 Year Warranty Upgrade
Back-Up Storage Devices:
1 A3416A Quad Speed 600MB CD-ROM Driv
1 A3416A\ODS Complimentary CD XXX Xxxxx
0 X0000X\0X0 3 Year Warranty Upgrade
Additional I/0 Products:
2 A4107A Fast-Wide SCSI-2 Controller
2 A4107A\3Y3 3 Year Warranty Upgrade
2 A4107A\0D1 Factory integrated
1 A2679A EISA SE SCSI-2 Host Adapt
1 A2679A\3Y3 3 Year Warranty Upgrade
1 A2679A\0D1 Factory integrated
1 A2579A\AFT 1.5 meter SCSI cable and termi
1 A3658A EISA LAN Adapter
1 J2780AA\XXX XXXX LAN Adapter License Tier I
1 J2781AA\APZ HP-UX vers. 10.20
1 J2781AA\AAU CD-ROM Certificate
1 J2782AA EISA LAN Adapter Manuals
System Console:
1 C1064AX Console, Amber
1 C1064AX\ABA US Keyboard
1 C1064AX\3Y3 3 Year Warranty Upgrade
Performance & System Management Software
1 B2491A MirrorDisk/UX
1 B2491A\XXX Tier 1 License
1 B2491A\3Y3 3 Year Warranty Upgrade
1 B2491A\APZ HP-UX version 10.20
1 B2491A\AAU LVM Mirroring Software for SCS
1 B3692AA GlancePlus, S/800
1 B3692AA\XXX Tier 1 License
1 B3692AA\3Y3 3 Year Warranty Upgrade
1 B3693AA GlancePlus Manual & Media S800
CDI; Quote File Ref=
SANDTD37.XLS: Quote Rev = ;
Date = 2/26/97 BUDGETARY
Quotation - Page 3
1 B3693AA\AAU CD-ROM certificate for HP Glan
1 B3693AA\APZ HP-UX version 10.20
1 B3693AA\OD1 Factory Integration opt, HP G
1 B3693AA\3Y3 3 Year Warranty Upgrade
Disk & Tape Storage Products
2 C2905A SCSI III Term., 68 Pin, Hi Den 1 7980SR Rmkt 1600/6250CPI, 1/2"
Tape 1 7980SR\OS3 TELE/4 hr 1 7980SR\100 Specifies 1.0 meter, 19-inch c 1
7980SR\200 Specify standard 1600/6250 bpi
Sandata - HP Auto Raid Array
Additional Products
Model:
Includes:
Qty Part Number
---------------------------------------------------------
Disk & Tape Storage Products
1 A3516A Rackmnt Disk Array w/AutoRAID
1 A3516A\3Y3 3 Year Xxxxxxxx Xxxxxxx
0 X0000X\0X0 System and network configurati
1 A3516A\002 Second power supply
2 A3516A\803 5.0M 68 Pin HD Male/68 Pin HD
1 A3516A\AAU CD-ROM Certificate
1 A3516A\APZ HP-UX version 10.20
1 A3516A\125 Qty 5 of 4.3GB Disk Drive Modu
