Portions of this Exhibit have been omitted pursuant
to a request for confidential treatment. The omitted
portions, marked by [****], have been separately filed
the Commission.
SERVICES AGREEMENT
This Agreement is effective this 24th day of September, 1996, (the "Effective
Date") between Patient Infosystems, Inc., 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx
00000 ("Vendor") and Xxxxxx Methodist Health Plan, 000 Xxxx Xxxxx Xxxxx, Xxxxx
000, Xxxxxxxxx, XX 00000-0000 ("Xxxxxx"). Vendor agrees to provide services to
Xxxxxx under the terms set forth below.
A. SERVICES
Vendor shall enroll up to [****] patients, to be designated by Xxxxxx no
later than November 1, 1996, in its asthma disease management program as
described in Exhibit A to this Agreement. Vendor shall provide Xxxxxx with
enrollment packages for use in enrolling patients, with each package to
include an introductory letter from Xxxxxx, a program enrollment form and
an SF 36 Health Survey form, as well as SF-36 Health Survey forms for use
at the completion of the program. Xxxxxx shall provide Vendor with a
completed program enrollment form and a completed SF-36 Health Survey for
each patient at enrollment as well as a completed SF 36 Health Survey at
the conclusion of the program. Vendor shall provide the asthma disease
management program services as described in Exhibit A, and scoring of the
SF 36 Health Surveys completed before and after the delivery of the program
services.
B. COMPENSATION
1. Xxxxxx shall pay Vendor program operational fees as follows:
[****] at the time of patient enrollment in the program
2. All amounts due under this Agreement shall be invoiced monthly to
Xxxxxx by Vendor and payable to Vendor within thirty days of the date of
the invoice. Payments exceeding thirty days past due shall be subject to a
service charge of [****] per month until paid.
3. In the event that Xxxxxx shall request any changes in the
specifications or scope of the services described in Exhibit A hereto,
Vendor will notify Xxxxxx of the cost of such revisions and will not
proceed without prior written approval.
C. CONFIDENTIALITY
1. Xxxxxx and Vendor acknowledge that certain confidential and proprietary
information may be disclosed by one of them to the other in the course of
this Agreement. For purposes of this Agreement, the term "Confidential
Information" includes the following: (a) All information regarding the
patient, Xxxxxx'x customers, any patient medical data and/or status, or
provider information; and (b) any other information identified as
confidential in writing by the disclosing party prior to disclosure.
Notwithstanding the confidentiality requirements of this Agreement, the
foregoing shall not prevent Vendor from retaining information, including
any and all information and data pertaining to any patient which comes to
Vendor or to which Vendor is given access during this Agreement.
2. Should Vendor receive confidential information from Xxxxxx for use in
performing its services, Vendor agrees to take all reasonable steps to
safeguard the confidentiality of said information and to prevent
unauthorized disclosure thereof by Vendor's employees, agents and
representatives. Vendor shall maintain strict security procedures to
protect the confidentiality of any information received, stored, or
delivered on patients in the Xxxxxx or any affiliated or associated
company's database.
3. The data released hereunder to Vendor regarding patients, patient
medical data, Xxxxxx'x customers, and provider information is considered
sensitive and confidential information. Vendor acknowledges and agrees to
take all steps necessary to safeguard the confidentiality of all
information provided by Xxxxxx , whether oral or written, to maintain such
information as strictly confidential and to prevent unauthorized disclosure
thereof by Vendor's employees, agents, representatives and other third
parties. Vendor warrants that all such information will not be disclosed
to any person, organization or entity other than Xxxxxx.
4. The obligations of this Paragraph C shall not apply to any Confidential
Information which the recipient can demonstrate is or becomes available to
the public through no breach of this Agreement.
5. Neither party to this Agreement shall, except as may be required by law
or federal regulation, or except with express written permission of the
other party, disclose the terms and conditions of this Agreement to any
third party or publicly advertise its contents.
6. The parties agree that a breach of any of the material obligations
under the applicable confidentiality provisions of this Agreement may cause
irreparable injury for which the injured party would have not adequate
remedy at law, and that the injured party shall be entitled to specific
performance or preliminary or other injunctive relief in addition to any
and all remedies it may otherwise be entitled to at law or in equity.
7. This Paragraph C shall survive the termination of this Agreement.
D. INDEMNIFICATION
Each party shall indemnify and hold the other party harmless from and
against all liability, damages, penalties, losses, costs or expenses,
including reasonable attorneys' fees, arising from or in any way related to
its willful or negligent actions or omissions in performing the
responsibilities as described in this Agreement.
E. LIMITATION OF LIABILITY
Neither Xxxxxx nor Vendor shall in any way be liable for any special,
indirect, exemplary, incidental or consequential damages, whether based on
contract, tort, or any other legal theory, even if Xxxxxx or Vendor has
been previously advised of the possibility of such damages. This Paragraph
E shall survive the termination of this Agreement.
F. PROFESSIONAL STANDARDS
Vendor represents that it has facilities, personnel, experience and
expertise sufficient in quantity and quality to perform all such
assignments and projects given it by Xxxxxx hereunder and agrees that it
will perform all such assignments and projects in a manner commensurate
with professional standards generally applicable to its industry.
G. OWNERSHIP OF MATERIALS
All surveys, reports and documentation prepared by Vendor in connection
with the performance of its services hereunder will become and remain
Xxxxxx'x sole property. Title to all material and documentation, including
data furnished by Xxxxxx to Vendor or delivered by Xxxxxx into the
Vendor's possession, shall remain with Xxxxxx. Vendor shall immediately
return all such material or documentation within seven (7) days of any
request by Xxxxxx or upon the termination or conclusion of this
Agreement, whichever shall occur first.
All date collected by Vendor in the course of performing its services under
this Agreement shall remain Vendor's sole property. Vendor's use of the
data is limited to instances where data will not be identified by patient
or by client of Xxxxxx.
Vendor agrees it will not disclose to any third party, without the prior
written consent of Xxxxxx, any proprietary or confidential information
acquired from Xxxxxx under this Agreement, including trade secrets,
business plans and confidential or other information which may be
proprietary to Xxxxxx.
Vendor warrants and represents that it has or will have the right, through
written agreements with its employees, to secure for Xxxxxx the rights
called for in this Paragraph G. Further, in the event Vendor uses any
subcontractor, or other third party to perform any of the services
contracted for under this Agreement, Vendor agrees to enter into such
written agreements with such third party, and to take such other steps as
are or may be required to secure for Xxxxxx the rights called for in this
Paragraph G.
H. DURATION OF AGREEMENT
1. Term
This Agreement is effective as of the Effective Date and shall continue in
full force and effect for a period of twelve months from the effective
date.
2. Termination
If Xxxxxx defaults in the payment of any amounts due to Vendor under this
Agreement, Vendor may give Xxxxxx notice of such default and if Xxxxxx
does not cure any payment default within five (5) days after the giving of
such notice, then Vendor may terminate this Agreement on not less than
thirty (30) days notice to Xxxxxx.
I. INDEPENDENT CONTRACTORS
Vendor shall at all times be an independent contractor and shall so
represent itself to all third parties. Nothing in this Agreement shall be
deemed to constitute either party as the agent or legal representative of
the other nor to constitute the parties as partners, or joint ventures of
one another.
J. THIRD PARTY OBLIGATIONS
In connection with this Agreement, Vendor shall make no commitments or
disbursements, incur no obligations nor place any advertising, public
relations or promotional material for itself, Xxxxxx, its parent,
subsidiaries or affiliate companies, nor disseminate any material of any
kind using the name of Xxxxxx and/or Xxxxxx'x parent, subsidiary or
affiliate companies or using their trademarks, without the prior written
approval of Xxxxxx.
K. GOVERNING LAW
This Agreement is entered into in the State of Texas and shall be
constructed and governed under and in accordance with the laws of that
State.
L. MISCELLANEOUS
1. The terms of this Agreement shall be binding upon Xxxxxx and Vendor
and their respective successors and permitted assigns. Notwithstanding the
foregoing, this Agreement is not assignable in whole or in part by either
party without the prior written consent of the other party.
2. The failure of either party to take action as a result of a breach of
this Agreement by the other party shall constitute neither a waiver of the
particular breach involved nor a waiver of either party's right to enforce
any or all provisions of this Agreement through any remedy granted by law
or this Agreement.
3. This Agreement contains the entire understanding of the parties with
respect to the subject matter contained herein, supersedes any prior
written or oral communications and may be modified in writing subject to
mutual agreement of the parties hereto.
4. The headings of each paragraph are for reference only and shall not be
construed as part of this Agreement.
5. Except for the obligation to pay money properly due and owing, either
party shall be excused from any delay or failure in performance hereunder
caused by reason of any occurrence or contingency beyond its reasonable
control, including, but not limited to, failure of performance by the other
party, earthquake, labor disputes, riots, governmental requirements,
inability to secure materials on a timely basis, failure of computer
equipment, failures or delays of sources from which information or data is
obtained and transportation difficulties.
IN WITNESS WHEREOF, the parties hereto, each by a duly authorized officer, have
entered in to this Agreement this 24th day of September, 1996
Xxxxxx Methodist Health Plan Patient Infosystems, Inc.
000 Xxxx Xxxxx Xxxxx, Xxxxx 000 46 Prince Street
Arlington, TX 66011-4008 Xxxxxxxxx, XX 00000
By: /s/ Xxxxxx Xxxxxx, M.D. By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------
Title: Director of Wellness and Prevention Title: President & CEO
----------------------------------- ------------------------
EXHIBIT A
ASTHMA
DISEASE MANAGEMENT
PROPOSAL
------------------------------------
PRESENTED BY
Patient Infosystems, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
000-000-0000
Portions of this Exhibit have been omitted pursuant
to a request for confidential treatment. The omitted
portions, marked by [****], have been separately filed
with the Commission.
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