EXHIBIT 10.2
IHS OF VIRGINIA, INC.
00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
DataQual+
Licensed Software
Agreement
(Customer Name)
1. LICENSE GRANT
IHS of Viriginia, Inc. ("IHS") hereby grants to you, and you accept, a
non-exclusive license to use the "DataQual+" Program Diskettes and the computer
software contained therein, as set forth in Appendix A hereto, in
object-code-only form ("The Software") and the accompanying Users Manual, only
as authorized in this Agreement. The Software may be used only at the Premises
and only on the Designated Computer (which computer must be owned, leased, or
otherwise controlled by you) or, in the event of the inoperability of that
computer, on a backup computer selected by you. Neither concurrent use on two or
more computers nor use in a local area network or other network is authorized
without the prior written consent of IHS and the payment of additional license
fees. You agree that you will not assign, sublicense, transfer, pledge, lease,
rent, or share your rights under this Agreement.
Upon loading the Software into the Designated Computer, you may retain the
Program Diskettes for backup purposes. In addition, you may make one copy of the
Software on a second set of diskettes for the purpose of backup in the event
that the Program Diskettes are damaged or destroyed. You may make one copy of
the User's Manual for backup purposes. Any such copies of the Software or the
Users Manual shall include IHS's and/or its supplier's copyright and other
proprietary notices. Except as authorized under this paragraph, no copies of the
Software or Users Manual (collectively "The Program") or any portions thereof
may be made by you or any person under your authority or control.
IHS shall provide you at the Premises with the number of days of Implementation
and/or Training specified in Appendix A of this Agreement. These services shall
be free of charge but you shall be responsible for payment of the travel, living
and accommodation costs of IHS's personnel involved.
2. PROPRIETARY PROTECTION OF THE PROGRAM
You acknowledge and agree that the Program consists of proprietary, unpublished
products of IHS and/or its suppliers, protected under U.S. copyright law and
trade secret laws of general applicability. You further acknowledge and agree
that all right, title, and interest in and to the Program are and shall remain
with IHS and/or its suppliers. This Agreement does not convey to you an interest
in or to the Program, but only a limited right of use revocable in accordance
with the terms of this Agreement.
You may not at any time disclose or disseminate the Program to any person who
does not need to obtain access thereto consistent with your rights under this
Agreement. Under no circumstances may you attempt to decompile or reverse
compile the Software or modify the Program. Under no circumstances may you
disclose or disseminate the Program to any competitor of IHS. You will use your
best efforts to ensure that all your personnel and all other persons with
authorized access to the Program shall protect it against improper use,
dissemination or disclosure.
You acknowledge that, in the event of your breach of any of the foregoing
provisions, IHS will not have an adequate remedy in money or damages. IHS shall
therefore be entitled to obtain an injunction against such breach from any court
of competent jurisdiction immediately upon request. IHS's right to obtain
injunctive relief shall not limit its right to seek further remedies. Your
obligations hereunder shall remain in effect for as long as you continue to
possess or use the Program or any trade secrets derived therefrom.
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3. FEES, PAYMENT AND TAXES
The License Fee is in consideration of the license granted under this Agreement.
Invoices issued pursuant to this Agreement shall be in accordance with the
pricing schedules set forth in appendix A. The Licensed Software fees are due
and payable to IHS within thirty (30) days after execution of this agreement.
The travel, living and accommodation costs incurred by IHS in connection with
Implementation and/or Training shall be invoiced to you on a monthly basis and
shall be payable by you within thirty (30) days of the date of invoice. Charges
of one and one hag per cent (1.5%) per month or the highest amount allowed by
law, whichever is less, prorated on a daily basis will be applied to late
payments.
You are solely responsible for payment of any taxes (including sales or use
taxes and intangible taxes) resulting from your acceptance of the license
granted, the services provided, and your possession and use of the Program. You
agree to hold IHS harmless from all claims and liability arising from your
failure to report or pay such taxes.
4. TERM
This Agreement shall become effective upon the delivery of the Program to you,
together with a copy of this Agreement signed by you and accepted and approved
by IHS, and shall continue until terminated. Either party may terminate this
Agreement upon the breach by the other party of any term hereof. IHS may also
terminate this Agreement if you petition for relief under the Bankruptcy Code or
if any involuntary petition thereunder is filed against you and is not dismissed
within sixty (60) days, or if a receiver is appointed for your business, or if
you make an assignment for the benefit of creditors. Upon termination by IHS for
whatever reason, you agree to return to IHS the Program and all copies and
portions thereof in your possession.
5. LIMITED WARRANTY
IHS warrants, for your benefit alone, that the Program Diskettes in which the
Software is embedded and the User's Manual shall, for a period of ninety (90)
days from the date of shipment thereof to you (referred to as "the Warranty
Period") be free from defects in material and workmanship. IHS further warrants,
for your benefit alone, that during the Warranty Period the Software shall
operate substantially in accordance with the functional specifications in the
User's Manual. This warranty is expressly conditional on your observance of the
operating, security and data-control procedures set forth in the Users Manual.
As your exclusive remedy for any material non-conformity or defect in the
Program for which IHS is responsible, IHS shall make all reasonable efforts to
correct or cure such non-conformity or defect.
However, IHS shall not be obliged to correct, cure or otherwise remedy any
non-conformity or defect the Program if you have made any changes whatsoever to
the Program, d the Program has been misused or damaged in any respect, or if you
have not reported to IHS the existence and nature of such non-conformity or
defect promptly upon discovery thereof.
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EXCEPT AS EXPRESSLY SET FORTH ABOVE, IHS DISCLAIMS ANY AND ALL OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. INDEMNIFICATION AND LIMITATION OF LIABILITY
IHS will indemnify and hold you harmless from liability against any claim,
demand or action alleging that the Program infringes any third-party rights in
the United States in respect of copyright, trade secret or patent. This
indemnification is conditional upon your fully cooperating with IHS in the
defense or settlement of such actions and giving IHS prompt written notice of
any claim, demand or action for which indemnification is sought.
Except in respect of the above indemnification, IHS's cumulative liability to
you or any other party for any loss or damages resulting from any claims,
demands or actions arising out of or relating to this Agreement shall not exceed
the license fee paid to IHS for the use of the Program. In no event shall IHS be
liable for any indirect, incidental, consequential, special, or exemplary
damages or lost profits, even if IHS has been advised of the possibility of such
damages. In particular IHS shall have no liability for any programs or data
stored in or used with the Software, including the costs of recovering such
programs or data.
7. GOVERNING LAW
This Agreement shall be construed and governed in accordance with the laws of
the State of Virginia. Any and all proceedings relating to the subject matter
hereof shall be maintained in the courts of theState of Virginia, which courts
shall have exclusive jurisdiction for such purpose.
8. LITIGATION
If any action is brought by either party to this Agreement against the other
party regarding the subject matter hereof, the prevailing party shall be
entitled to recover, in addition to any other relief granted, reasonable
attorney fees and expenses of litigation.
9. SEVERABILITY
Should any term of this Agreement be declared void or unenforceable by any court
of competent jurisdiction, such declaration shall have no effect on the
remaining terms hereof.
10. NO WAIVER
The failure of either party to enforce any rights granted hereunder or to take
action against the other party in the event of any breach hereunder shall not be
deemed a waiver by that party as to subsequent enforcement of rights or
subsequent actions in the event of future breaches.
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11. OMNIBUS RECONCILIATION ACT COMPLIANCE
As applicable under the Omnibus Reconciliation Xxx 0000, until the expiration of
four (4) years after furnishing of services pursuant to this Agreement, IHS
shall, upon receipt of written request, and if still required to make such
information available under the then existing law, make available to the
Secretary of the Department of Health and Human Services, the Comptroller
General, or any of their duly authorized representatives, this Agreement, books,
documents and records of IHS that are necessary to certify the nature and extent
of such costs, and if IHS carries out any-of the duties of this Agreement
through a subcontract with a value or cost of Ten Thousand Dollars ($ 10,000) or
more over a twelve (12)-month period, such subcontract shall contain a clause to
the effect that, until the expiration of four (4) years after the furnishing of
such services pursuant to such subcontract, the subcontractor shall, upon
receipt of written request and if still required to make such information
available under the then existing law, make available to the Secretary,
Comptroller General, or any of their duly authorized representatives, the
subcontract, books, documents and records of such organization that are
necessary to verify the nature and extent of such costs.
12. GENERAL
This Agreement represents the entire agreement concerning the Program between
you and IHS and it supersedes any prior proposals, representations or
understandings between you and IHS.
No modification of this Agreement shall be binding unless it is in writing and
is signed by an authorized representative of both parties.
Any notices required or permitted under this Agreement shall be in writing and
delivered in person or sent by registered or certified mail, return receipt
requested.
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By Your Signature Hereto You Acknowledge Having Read This Agreement and Agree to
Accept and to Abide by Its Terms and Conditions.
For: (Customer) Accepted and Approved by
IHS of Xxxxxxxxx, Inc.
By:_________________________________ By:__________________________________
Name Name
Printed:____________________________ Printed:_____________________________
Title:______________________________ Title:_______________________________
Date:_______________________________ Date:________________________________
Mailing Address: Mailing Address:
(Customer) IHS of Viriginia, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
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Appendix A
Licensed Software Description
Licensed Software modules and features included in the DataQual+ software
license fee are as follows:
Discounted Training
Software Products List Price Price Days
----------------- ---------- ---------- --------
DataQual+ Base System
Quality Assurance
Ad Hoc Reporting
Graphics
Staff Credentialing Module
Risk Management Module
Utilization Management Module
Medical Records Module
Infection Control Module
DRG Grouper/Maximizer Module
FastNote Module
lnterQual Criteria Sets
Additional User Terminal (Total 5)*
I-Link Interface
Total
Annual Maintenance/License Fees
15% of Full List Price (i.e., non-discounted price)
Full List Price: $XX,XXX x 15% $x,xxx/year.
-----------
* Reference E & F on the following page.
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Pricing Terms & Conditions
A. Base system price includes 3 days of training and installation.
B. Each additional module receives an additional 1/2 day of training.
C. Additional training/consulting ordered:
Program Manager $ 95/hr
Programmer/Analyst $ 85/hr
Installation/Training Specialist $ 85/hr
D. All expenses incurred for travel and per them at customer site will be
invoiced separately at actual rates. E. Base system license of DataQual+ is
for up to __ user terminals.
F. Each additional workstation will be charged a $____ license fee.
G. Annual maintenance/new release support/Hot Line - 15 percent of system list
price. Maintenance charges start 90 days after delivery of software.
H. Leasing options available.
I. FastNote module can accommodate up to __ hand held devices only.
J. All prices exclude hardware costs.
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