PROCESSING AGREEMENT
This Processing Agreement is effective as of November 15, 1995 (the
"Effective Date") by and among Xx. Xxxxx Xxxxxx ("Xx. Xxxxxx"), and Imaged
Data, Inc. ("IDI"), both of whose address is 0000 Xxxxxxx Xxxxx, Xxxxxx,
Xxxxx 00000, and Electronic Transmission Corporation ("ETC"), having an
address of 0000 Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000.
ETC is in the business of receiving, processing, editing, and
transmitting medical claims of all types electronically to organizations that
reprice, adjudicate, and otherwise pay these claims, (collectively "Medical
Payors"). In order for ETC to pursue more clients and build its claims
network between payors and managed care organizations, it must have a
resource that can convert paper claims and images into electronic data by
extracting the data from various claim forms. IDI is in the business of
imaging medical claims, and extracting the data from these claims by means of
a technology known in the computer industry as OCR (Optical Character
Recognition). Both ETC and IDI acknowledge that all claims received by ETC
and/or IDI cannot be processed using OCR and will require manual data entry.
Both ETC and IDI know that the accuracy of the data extracted is the
single most important part of the claim conversion process and are thus
dedicated to accuracy above all else. ETC wishes to engage IDI to convert
paper medical claims and images of medical claims and to extract the data
from the claims accurately from machine printed HCFA 1500 and UB-92 forms.
IDI agrees to accept paper claims or scanned images from ETC or its clients
and to extract as much of the data as is required by any given client. The
information extracted will be checked for accuracy and then transmitted to
ETC in a format agreed to by both parties on a timely basis. The time allowed
to process any given group of claims will be determined by the need of the
clients and will be approved in advance by IDI. ETC will pay IDI a minimum of
$.29 per claim sheet and a maximum of $.32 per claim sheet to image machine
printed claim forms or to accept an image of a claim form and extract the
data and transmit the data to ETC for further processing. In the case of
extraordinary numbers of claims from any one client of ETC's, a price less
than $.29 per claim sheet may be negotiated between ETC and IDI. In the event
any client wants to fax claims or submit miscellaneous claim forms to be
processed including American Dental Association, hand printed and other
miscellaneous claim forms, ETC and IDI will negotiate a rate for that service
on a client by client basis. Subsequent pricing arrangements will be
submitted to IDI in writing and approved in advance and will be subject to
the terms and conditions of this agreement.
ETC is the exclusive agent for medical claims for IDI. For all medical
forms processed, imaged, archived, or otherwise processed by IDI for
customers other than ETC, IDI will pay ETC thirty percent (30%) of the gross
revenue paid to IDI.
This agreement shall be effective for a term (the "Term") of one year
following the Effective Date. Such Term shall be extended automatically for
subsequent one year periods unless IDI or ETC gives at least 60 days prior
notice to the other that the Term will not be so extended.
All notices hereunder shall be in writing and delivered personally or
sent by U.S. Mail or recognized courier service, addressed as set forth above
or to such other address for itself as any party may specify hereunder.
This agreement expresses the complete understanding of the parties with
respect to the subject matter hereof; superseding all prior or
contemporaneous understandings, arrangements, or agreements of the parties,
and may be amended, supplemented, or waived in whole or in part only by an
instrument in writing executed by the parties hereto. No party may assign
this Agreement or its rights or obligations hereunder without the written
consent of all other parties hereto. Subject to the foregoing, the Agreement
shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, administrators, successors, assigns and any entity in
which they have or may acquire a monetary interest. This Agreement may be
executed by facsimile in multiple counterparts, and by the parties in
separate counterparts, each of which shall be an original but all of which
together shall constitute one and the same instrument. This Agreement shall
be governed by and construed in accordance with the laws of the State of
Texas.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
Electronic Transmission Corporation
By: /s/ L. Xxxx Xxxxxx
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L. Xxxx Xxxxxx
Chairman, CEO
Imaged Data. Inc.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
President
