ORDER FORM
QUADRAMED CORPORATION
00 Xxxxxxx Xxx
Xxx Xxxxxx, Xxxxxxxxxx 00000
SOFTWARE LIMITED LICENSE AGREEMENT
This Order Form is made and entered into pursuant to the terms and conditions of
the Software License and Services Agreement dated December 31, 1999 by and
between MedGroup Corporation and QuadraMed Corporation.
DATE OF AGREEMENT: ___________________________
LICENSEE NAME: MedGroup Corporation
0000 Xxxxxx Xxxx Xxx, Xxxxx X
Xxxxxxxx, XX 00000
AUTHORIZED CONTACT: Xxxxx Xxxxxx
719 481-1500
TERM OF LICENSE: Limited Term: 3 years
PRODUCT: nCoder+(TM)
Interface Software: N/A
AUTHORIZED FACILITIES: MedGroup Corporation
0000 Xxxxxx Xxxx Xxx, Xxxxx X
Xxxxxxxx, XX 00000
NUMBER OF LICENSED USERS: Twenty-three
DESIGNATED SYSTEM: Licensee's hardware and operating system meeting the minimum
requirements to run the Product as specified in attached Hardware Requirement.
1. LICENSE FEES
---------------
Prices are subject to change. To receive prices quoted hereon, Agreement must be
signed by Licensee and received by QuadraMed on or before December 30, 1999.
nCoder+(TM)/Stand-Alone Version (Migration from WinCoder+)
Workstations 1 -1 $3,000
Workstation 2-19 @ $575/user $10,925
CPT Master & CPT Crosswalk/Stand-Alone Version Included
Workstations 1-20
The Coder's Bookshelf/Stand-Alone Version Included
Workstations 1-20
Sybase SQL Anywhere (20 copies) Included
REMOTE MAINTENANCE EQUIPMENT (one-time fees)
US Robotics 56.6K internal modem (client already has) N/A
PCAnywhere for Windows (client already has) N/A
INSTALLATION AND TRAINING
$1,500 each day on-site - plus expenses
SUBTOTAL 13,925
DISCOUNT 1,000
TOTAL ANNUAL $12,925
2. ANNUAL CUSTOMER SUPPORT FEES
-------------------------------
The current Customer Support fees are as follows:
Customer Support, nCoder+(TM), per year, 20 workstations Included
Customer Support, CPT Master & CPT Crosswalk, per year,
20 workstations Included
Customer Support, The Coder's Bookshelf, per year,
20 workstations Included
TOTAL ANNUAL CUSTOMER SUPPORT FEES: Included
3. PRICE INCREASES:
-------------------
QuadraMed may increase license and/or Customer Service fees on an annual basis.
Such increases will not exceed the Consumer Price Index for that annual contract
period. Notice of any such fee changes will be provided to Licensee at lease 45
days prior to the annual renewal date.
4. PAYMENT SCHEDULE
-------------------
Unless stated elsewhere in this Order Form, the following payment terms will
apply:
1. License - 50% due on agreement execution with the remaining 50% due on first
software delivery.
2. Installation - due upon completion of initial installation
3. Training - due upon completion of training.
4. Travel and all associated out of pocket expenses - due as incurred.
5. Customer Support Fees - due ninety (90) days following Commencement Date and
then annually thereafter.
6. Third Party fees - due and payable upon delivery.
QuadraMed reserves the right to ship software within 30 days of agreement
execution.
5. INSTALLATION
---------------
a. Licensee will provide a direct telephone line for the purposes of remote
system diagnostics, maintenance, and interface development for a single PC.
Licensee will install PCAnywhere software on the selected PC. Licensee
acknowledges that a knowledgeable telecommunications person is on staff at
the authorized facility to assist I establishing the remote connection. In
the event that the remote diagnostic connection can not be established,
Licensee will be billed the additional fees for on-site assistance in
completing the remote diagnostic connection in addition to all
out-of-pocket expenses.
b. QuadraMed will provide on-site installation if it is appropriate for
Licensee. QuadraMed shall decide if on-site installation is appropriate for
the Licensee. The fee for on-site installation is $1,500 per day plus
travel and expenses. Prior to on-site installation of the Product, Licensee
will purchase, configure, and install all required hardware and operating
system software in accordance with the specifications provided by the
respective manufacturer. Licensee acknowledges they have sufficient
in-house Microsoft Windows expertise to install and configure the
workstations to effectively run the Product in Licensee's current
environment.
c. Remote-Installation: The modem and software must be connected prior to
calling QuadraMed's Technical Support for remote installation assistance.
In the event Licensee initiates call(s) for telephone support for Product
issues that are diagnosed to result from Licensee's self-installation of
the Product, Licensee may be referred to a QuadraMed Technology Specialist
who will assist Licensee at a pre-scheduled time and duration over the
telephone to rectify their installation issues. QuadraMed reserves the
right to charge fees in the amount of $1,500 per day for
remote-installation telephone support services that cumulatively take two
hours or more to remedy.
If during the course of telephone consultation it is mutually determined
that on-site resolution is the most appropriate choice to resolve
Licensee's installation problems or subsequent problems with
Licensee-supplied hardware or Licensee-installed third party software,
QuadraMed will perform on-site problem resolution. The costs associated
with on-site problem resolution will be billed to Licensee at the then
current rate for on-site installation, plus the out-of-pocket expenses
actually incurred. Licensee will be responsible for any costs associated
with replacing, upgrading, or removing conflicting Licensee-supplied
hardware or third party software.
6. TRAINING
-----------
a. QuadraMed will conduct on-site Product training for Licensee. The fee for
the training is $1,500 per day plus travel and expenses. QuadraMed will
determine the number of training days necessary based on the number of
licensed users. Licensee will provide a training classroom and the
appropriate computer equipment pre-loaded with the Product for the training
sessions.
b. Basic Windows operating skills are a prerequisite for all participants
prior to Product training.
Licensee acknowledges that all users have been adequately trained in the use of
the Microsoft Windows operating system. Windows operating system training is not
a part of the Training covered by this Agreement.
7. CUSTOMER SUPPORT PROGRAM
---------------------------
1. During the warranty period of ninety (90) days following the Commencement
Date and thereafter as long as Licensee subscribes to and pays for Customer
Support services and keeps it account with QuadraMed current, QuadraMed
agrees that it will use reasonable best efforts to:
A. Supply corrections for problems that QuadraMed diagnoses as defects in
the currently supported version of the Product and will provide
Licensee with any known problem solutions relating to the Product as
such solutions become known to QuadraMed; supply corrections for
inaccuracies within the database that have been brought to the
attention of QuadraMed.
B. Provide Licensee with Updates, including changes to the Product or
databases to reflect current information, such as modifications,
refinements or enhancements that result from the usual Product
maintenance process, which QuadraMed elects to incorporate and make a
part of Product and does not separately price or market.
C. Provide appropriate documentation for the use and installation of the
software.
D. Provide remote, telephone consultation from 8:00 a.m. to 8:00 p.m.,
Eastern Standard Time, Monday through Friday, exclusive of QuadraMed's
business holidays.
E. Provide remote maintenance se3rvices on all software Products using a
56.6Kbps modem and remote access telecommunications software.
F. Provide on-site support, if requested and at mutually agreeable times,
at QuadraMed's then standard rates, plus reimbursement for all travel
and out-of-pocket expenses actually incurred.
G. Provide Licensee with all HCFA-mandated changes to the Software, all
ICD-9-CM code changes and errata as noted by the AHA Coding Clinics,
and all CPT code changes and errata as released by the AMA QuadraMed's
right to provide CPT code changes in the Product is dependant upon
continuing contractual relations with AMA. QuadraMed reserves the
right to charge additional fees for such changes.
2. Licensee acknowledges the following:
A. Licensee will, at its expense, purchase and install the 56.6Kbps modem
in at least one of its computers licensed to use the Product, acquire
compatible telecommunication software, and provide easy access to a
telephone line dedicated to data transmission.
B. Licensee will provide a suitable location and environment for the
Product, the computer, and such other hardware and software as shall
be required to operate the Product.
C. Licensee will comply with installation documentation, and will
maintain current back-up copies of its data, of administration tables,
and of any purchased interface. Licensee shall be responsible for the
maintenance of all tables (e.g. cost outlier tables, synonyms,
reimbursement rates, etc.) the means for such maintenance is included
in the Product.
D. Licensee will promptly implement all corrections, and any and all
Updates supplied by QuadraMed to Licensee. QuadraMed shall not be
required to provide Customer Support for any preceding version after
90 days of delivery of any correction or Upgrade.
E. So long as QuadraMed is obligated to maintain the Product, Licensee
will not alter or adjust the Product. Such altering or adjusting of
the Product will void any and all warranties provided hereunder.
QuadraMed shall not be required to provide Customer Support for any
version of any Product which has been altered or adjusted by Licensee.
F. QuadraMed shall not be obligated to provide Customer Support for
Products used in conjunction with hardware or operating system
configurations other than those meeting the minimum approved
specifications as provided by QuadraMed. QuadraMed reserves the right
to require Licensee to seek assistance from an authorized hardware
service vendor to assure compliance with configuration requirements.
3. Chargeable Support. Licensee will reimburse QuadraMed for time and expenses
incurred by QuadraMed in connection with the support provide which is not
necessitated by defects or non-conformities in the Product, including time
and expenses incurred relative to rendering any computer or LAN capable of
operating the Product. Nothing contained in this Section shall require
QuadraMed to respond to particular requests or complaints by Licensee,
except as otherwise specifically contained herein. QuadraMed assumes no
responsibility to support the operating system or Licensee's hardware.
4. Nothing in this Section shall obligate QuadraMed to customize the Product
for Licensee, develop particular new features, or modify Product for use on
a different CPU.
5. QuadraMed agrees that it will not discontinue Customer Support for any
current module or application of Product licensed hereunder unless
QuadraMed has first given Customer not less than 90 days prior written
notice of such discontinuance or unless the Product License is terminated
by QuadraMed. Licensee may terminate Customer Support at any time following
forty-five days prior written notice.
8. THIRD PARTY PRODUCTS AND SERVICES
------------------------------------
QuadraMed makes no warranties regarding software not developed or manufactured
by QuadraMed. All third party products and services listed on this Order Form
are licensed under the following conditions:
a. upon the terms of a separate license and support agreement, if
provided, which may be shrink wrapped; or
b. WITH THIRTY DAY MEDIA WARRANTY ONLY AND OTHERWISE "AS IS" WITHOUT
WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE EXPRESS
WARRANTIES IN THE ABOVE-REFERENCED AGREEMENT, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON
-INFRINGEMENT THAT QUADRAMED EXPRESSLY DISCLAIMS. FURTHER, QUADRAMED
MAKES NO EXPRESS WARRANTY, OR OTHERWISE, ON BEHALF OF ITS THIRD-PARTY
LICENSORS.
QuadraMed makes no warranties regarding the accuracy or completeness of data or
information provided by HCFA, AMA or any other third party. QuadraMed's and
AMA's sole responsibility shall be to use reasonable efforts to correct known
defects in the Product. QuadraMed and AMA specifically disclaim any liability
for any consequences due to use, misuse or interpretation of information.
9. Year 2000 Compliance
-----------------------
QuadraMed warrants that the software is Year 2000 Compliant as of the dates
indicated in the QuadraMed's Year 2000 Readiness Disclosure, current revision.
For purposes of this addendum, "Year 2000 Compliant" shall mean that the
Software will (I) accurately address, present, produce, store and calculate data
involving dates beginning with January 1, 2000 and will not product abnormally
ending or incorrect results involving such dates as used in any forward or
regression date based function; and (ii) provide that all "date" related
functionality's and data fields include the indication of century and
millennium, and will perform calculations which involve a four-digit year field.
Notwithstanding the foregoing, Customer acknowledges and agrees that (I) the
Software does not identify or remedy Year 2000 problems in third party operating
systems or other applications not supplied by QuadraMed and (ii) the Software
operates with the date information it receives; thus, if incorrect date
information is provided by the user, the operating system or from any other
external product or other source, this information will be used by the Software
as received. The foregoing Year 2000 Compliant warranty of QuadraMed shall not
apply to Year 2000 problems caused by such external sources.
10. U.S. Government Rights
This product includes CPT which is commercial technical data and/or computer
data bases and/or commercial computer software and/or commercial computer
software documentation, as applicable which were developed exclusively at
private expense by the American Medical Association, 000 X. Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx, 00000. U.S. Government rights to use, modify, reproduce,
release, perform, display, or disclose these technical data and/or computer data
bases and/or computer software and/or computer software documentation are
subject to the limited rights restrictions of DFARS 252,227-7015(b)(2) (June
1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and
DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense
procurements and the limited rights restrictions of FAR 52.227-14 (June 1987)
and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987)
and FAR 52.227-19 (June 1987), as applicable agency FAR Supplements, for
non-Department of Defense Federal procurements.
EXHIBIT A
Description of Software
nCoder+(TM)
nCoder+(TM) is software which performs the following functions:
o ICD-9-CM encoder with freeform text entry capability
o DRG grouper
o Clinical code editor, including all MCE edits
o DRG Analyzer, featuring DRG Pro and Alternate Principal Diagnosis
The Coder's Bookshelf
o Full Text AHA Coding Clinic. The full text of each relevant Coding Clinic
reference, as published by the American Hospital Association.
o Online access to a Micro-Medix Drug Database to look up all the clinical
indications associated with a specific drug - or look up all the drugs
prescribed for a specific clinical indication.
x Xxxxxxx'x Electronic Medical Dictionary. Check the spelling and definition
of a medical term.
o Laboratory Values Alert. Determine what a specific laboratory test is used
for and what treatment may be associated with a specific laboratory value
documented in the record.
o Anatomy Graphics module XXXX Interactive Anatomy
o Clinical Indicators. Expanded clinical information for ICD-9-CM diagnosis
and procedures coeds including disease definition, treatment and
documentation.
o AMA CPT Assistant
Note: QUADRAMED reserves the right to change the components of the Coder's
Bookshelf at any time at its sole discretion.
CPT Master
CPT Master is software that performs the following functions:
o CPT Encoder
o ICD-9-CM/CPT crosswalk
CPT Encoder
o CPT Master comes equipped with Smartips, which display specific
instructional notes to code procedures.
o Synonym Table allows users to program CPT Master to recognize their
facility-specific terminology and abbreviations.
o CPT Master allows each facility to enter custom User Notes for further
specific coding instruction.
o Reimbursement for Ambulatory Surgery Centers is automatically calculated as
CPT codes are assigned.
ICD-9-CM/CPT Crosswalk
o Crosswalk from the ICD-9-CM procedure codes to the appropriate CPT coeds
and from CPT to ICD-9-CM.
o Will access the full text of the CPT books so that modifications can be
made to CPT code selection if necessary.
ADDENDUM
TO
STANDARD PURCHASE AGREEMENT
This addendum to the Standard Purchase Agreement by and between QuadraMed
Corporation, ("QuadraMed"), formerly Medicus Corporation, and MedGroup
Corporation ("Client"), dated December 4, 1997, is entered into this 13th day of
December 1999.
RECITAL:
--------
1. The attached Order Form containing terms and conditions of license for the
QuadraMed nCoder+ is hereby incorporated into this Addendum.
2. Client and QuadraMed intend by this Addendum to include additional software
modules or capabilities to the definition of "Software" under the Standard
Purchase Agreement.
AGREEMENT
1. Meaning of Terms. All capitalized terms herein, unless otherwise defined,
shall have the same meanings as in the Standard Purchase Agreement.
2. Expansion of the "Software". The parties do hereby agree that, upon
execution of this Addendum, the term "Software" shall be amended to include
the QuadraMed software included on the attached Order Form, as originally
delivered to Client under this Addendum; the media; the user guides and
manuals for use of the software ("Documentation") and any changes to the
software, databases or technical specifications to reflect current
information as may be required ("Updates") that Client may be provided
under Customer Support services.
3. Migration and License. In connection with the licensure of the Software,
Client agrees to pay to QuadraMed the fees and associated costs set forth
on the attached Order Form, subject to the terms of payment and other terms
and conditions set forth thereon.
4. Warranty and Exclusive Remedy. QuadraMed warrants that for a period of 90
days from the Addendum Execution Date each unmodified Product for which the
Licensee has a Supported Product License will perform the functions
described in the Documentation when operated on the Designated System. For
breach of this warranty Licensee's exclusive remedy shall be the correction
of Product errors that cause breach of the warranty, or if QuadraMed is
unable to make the Products operate as warranted, Licensee shall be
entitled to recover the fees paid to QuadraMed for the Product license or
Update as applicable and shall cease using the applicable Product or
Update. Further, QuadraMed warrants that services will be performed
consistent with generally accepted industry standards. For breach of this
warranty Licensee's exclusive remedy shall be the re-performance of the
services, or if QuadraMed is unable to perform the services as warranted,
Licensee shall be entitled to recover the fees paid to QuadraMed for the
unsatisfactory services. The above warranty is exclusive and in lieu of all
other warranties, whether express or implied, including the implied
warranties of merchantability and fitness for a particular purpose.
QuadraMed does not warrant that the Products will meet Licensee's
requirements, that the Products will operate in the combinations which
Licensee may select for use, that the operation of the Products will be
uninterrupted or error-free, or that all Product errors will be corrected.
5. Limitation of Liability. In no event shall either Party be liable for any
indirect, incidental, special or consequential damages or damages for loss
of profits, revenue, data or use uncured by either Party or any third
party, whether in an action in contract or tort, even if the other Party or
any other person has been advised of the possibility of such damages.
QuadraMed's liability for damages hereunder shall in no event exceed the
amount of fees paid by Licensee under this Addendum, and if such damages
result from Licensee's use of the Software or services, such liability
shall be limited to fees paid for the relevant Product or services giving
rise to the liability, prorated over a five-year term from the Commencement
Date in the case of a perpetual license or the date of performance of the
applicable services. Licensee's liability for breach of its payment
obligations, for breach of its nondisclosure obligations, or for breach of
the scope of its license rights shall not be subject to the foregoing
limitation of damages or liability. The provisions of this Addendum
allocate the risks between QuadraMed and Licensee. QuadraMed's pricing
reflects this allocation of risk and the limitation of liability specified
herein.
6. Effect of Amendment. Unless otherwise amended by this Addendum, all other
terms and conditions of the Standard Purchase Agreement shall remain in
full force and effect and shall not be deemed to have been modified by this
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum on the date
indicated below.
QUADRAMED CORPORATION MEDGROUP CORPORATION
By: By: /s/ Xxxxxxx X. Xxxxxx
Name: Name: Xxxxxxx X. Xxxxxx
Title: Title: President
Date: Date: 12-29-99
