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EXHIBIT 10.25
This Marketing Agreement (Agreement) is binding on this 17th day of April, 1998,
(Effective Date) between Eclipsys Corporation, having its principal place of
business is at Suite 401, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(Eclipsys) and ▇▇▇▇▇▇▇ Central National Inc. located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (VENDOR).
FACTUAL BACKGROUND
Eclipsys develops and licenses proprietary healthcare information systems to
provide information solutions to healthcare providers. VENDOR is in the business
of developing and licensing proprietary information systems for home healthcare
providers.
Eclipsys desires to sub-license with VENDOR for implementation of the
techniques, routines and software needed to support the use of VENDOR's software
with Eclipsys' software and other solutions provided to Eclipsys' customers.
Eclipsys and VENDOR desire (1) for Eclipsys to market and sub-license VENDOR's
Software to Eclipsys' current and potential customers and (2) for VENDOR to
provide services to Eclipsys' Customers who sub-license VENDOR's Software.
TERMS AND CONDITIONS
For valuable and adequate consideration, the parties agree as follows:
1. DEFINITIONS. The following terms shall mean:
1.1. VENDOR'S SOFTWARE: The object code form of the programs
identified in Schedule A and all associated documentation
normally provided to a customer, as well as improvements or
other object code and associated documentation that may be
developed and provided to Eclipsys' customers from time to
time as part of an executed Software Maintenance Agreement
attached hereto.
1.2. ECLIPSYS' PROPRIETARY INFORMATION: This Agreement and any and
all software and documentation owned or provided by Eclipsys
and all other Eclipsys methods, procedures, ideas, concepts,
techniques, expertise and documentation relating to such
software and all other materials, data or information of
Eclipsys which are not generally available to the public.
1.3. VENDOR'S PROPRIETARY INFORMATION: Any and all software and
documentation owned or provided by VENDOR and all other
VENDOR's methods, procedures, ideas, concepts, techniques,
expertise and documentation relating to such software and all
other materials, data or information of VENDOR which are not
generally available to the public.
1.4. PROSPECTS: A current Eclipsys customer or a hospital-based,
home health agency whose associated hospital has expressed an
interest in purchasing one or more of Eclipsys' software
products in addition to VENDOR's Software provided that
Eclipsys contacts or is contacted by the potential customer
prior any contact directly by the potential customer with
VENDOR.
1.5. First Level Support: Eclipsys' obligation to provide telephone
support to its customers for VENDOR's Software. Such First
Level Support shall include taking customer calls and
resolving any problems that are hardware or network related,
or related to customer use or operation of vendor's software,
as well as problem logging, tracking, and reporting. Eclipsys
agrees to handle 100% of these non-technical support calls for
Eclipsys customers.
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1.6. VENDOR's List Price: VENDOR's standard list price specified in
Schedule B, which price may be changed by VENDOR upon thirty
(30) days written notice to Eclipsys.
1.7. License Agreement: The agreement entered into between VENDOR
and Eclipsys which allows Eclipsys to sub-license VENDOR's
software and which is attached hereto.
1.8. Software Maintenance Agreement: The agreement entered into
between VENDOR and Eclipsys which defines VENDOR's obligation
to provide maintenance for VENDOR's Software to Eclipsys and
Eclipsys' customers.
1.9. Services Agreement: The agreement entered into between VENDOR
and Eclipsys which defines VENDOR's obligation to provide
implementation and training services for VENDOR's Software to
Eclipsys and Eclipsys' Customers.
1.10. Eclipsys Software License: The agreement entered into between
Eclipsys and an Eclipsys customer which allows an Eclipsys
Customer to sub-license the use of VENDOR's Software.
2. SOFTWARE LICENSE GRANT.
2.1. Eclipsys Internal Use: For and during the term of this
Agreement VENDOR grants to Eclipsys a non-transferable,
non-exclusive License to VENDOR's Software (including those
new releases, enhancements or modifications provided
hereunder) for use solely on any computer system operated by
Eclipsys for testing and development purposes only. Eclipsys
may not use VENDOR's Software in an outsourcing or
time-sharing environment or otherwise use VENDOR's Software
licensed in this Section to directly generate revenue.
2.2. Marketing License: VENDOR grants to Eclipsys an exclusive,
non-transferable, right to sub-license VENDOR's Software to
Eclipsys' prospects in the United States and solely for use by
Eclipsys' Customers subject to the term of the License
Agreement.
2.3. Limited Purpose: Eclipsys understands, acknowledges, and
agrees that this Marketing License is solely for the purpose
of sub-licensing such VENDOR's Software to Eclipsys Customers
in accordance with this Agreement and the related License
Agreement; and that Eclipsys may not market, license, or
otherwise distribute or copy VENDOR's Software for resale,
redistribution or further licensing by an Eclipsys customer.
3. ECLIPSYS' RESPONSIBILITIES.
3.1. Requests for Proposals Responses: Eclipsys is responsible for
incorporation of VENDOR's standard contractual language into
all appropriate Eclipsys responses to Requests for Proposals.
Eclipsys is responsible for production and distribution of all
such proposals.
3.2. VENDOR's Software Demos: Eclipsys is responsible for the
performance of Eclipsys demos and presentations to Eclipsys
customers and prospects of VENDOR's Software. However,
Eclipsys and its employees shall not have any authority to and
shall not make any representation or warranty on behalf of
VENDOR other than the warranties contained in VENDOR's License
Agreement and Software Maintenance Agreement attached hereto.
Eclipsys and its employees shall not in any manner assume or
create any obligation or responsibility, express or implied,
on behalf of or in the name of VENDOR, or act for or bind
VENDOR in any respect, except as expressly permitted by this
Agreement. Eclipsys shall indemnify VENDOR from and against
any liability, loss, damage, or expense, including attorney's
fees, arising out of any breach of this paragraph by Eclipsys.
No advertising, publicity or promotional material covering
VENDOR's software shall be undertaken or distributed by
Eclipsys without the prior approval of VENDOR.
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3.3. Presentations and Collateral: Eclipsys is responsible for the
production of all VENDOR's Software presentation materials for
Eclipsys use as well as for the production of Eclipsys
collateral which incorporates or references VENDOR's Software.
All such information is subject to the prior approval of
VENDOR.
3.4. Contracting: Eclipsys shall act as the primary contractor for
VENDOR's Software. Eclipsys shall sub-license VENDOR's
Software utilizing the standard Eclipsys contract forms. All
warranties provided by VENDOR to Eclipsys in the License
Agreement, Software Maintenance Agreement, and Services
Agreement attached hereto shall be transferred to Eclipsys
customers. Commitments of VENDOR's resources will be mutually
agreed upon. Notwithstanding anything to the contrary
contained herein, any contract through which Eclipsys
sub-licenses VENDOR's Software shall have terms and conditions
substantially similar to those contained in the License
Agreement, Software Maintenance Agreement and Services
Agreement attached hereto. Eclipsys shall indemnify and hold
VENDOR harmless from any damage, loss, or liability suffered
by VENDOR, including, but not limited to attorneys fees, on
account of Eclipsys' failure to comply with the terms and
conditions of this paragraph.
3.5. Invoicing: Eclipsys shall be responsible for the invoicing to
Eclipsys customers for all software, maintenance and services
contracted for by Eclipsys. Eclipsys shall provide payment
terms to its customers no greater than industry standards.
3.6. Business VENDORs Liaison: Eclipsys shall assign to VENDOR a
business liaison to manage the day-to-day performance of
Eclipsys' responsibilities under this Agreement. As
appropriate, Eclipsys shall also assign liaisons to VENDOR in
the areas of development implementation and training, support
sales support, education and connect technology.
3.7. Endorsement: Eclipsys shall market VENDOR's Software to
Eclipsys Customers and Prospects and endorse VENDOR's Software
as a product of choice for Eclipsys Customers and Prospects.
3.8. Installation and Implementation and Training for Eclipsys'
Customers: Eclipsys shall contract with Eclipsys' Customers
for installation, implementation, and training of VENDOR's
Software unless otherwise agreed to by VENDOR, or Eclipsys'
Customer. Eclipsys shall sub-contract with VENDOR for the
provision of VENDOR's Software installation, implementation,
and training services at the prices, specified in Schedule C
with up to a 30% discount, which prices may be changed by
VENDOR upon thirty (30) days written notice to Eclipsys.
4. VENDOR'S RESPONSIBILITIES:
4.1. Requests for Proposals Responses: VENDOR shall supply Eclipsys
with boilerplate information to enable Eclipsys to respond to
requests for information. VENDOR shall use its best efforts to
keep all such boilerplate information updated with the most
current information. VENDOR shall also provide phone support
to answer questions related to the responses. However,
Eclipsys shall indemnify and hold VENDOR harmless from any
damage, loss or liability suffered by VENDOR, including, but
not limited to, attorney's fees, arising out of Eclipsys'
alteration or misrepresentation of the boilerplate information
provided by VENDOR pursuant to this Section 4.1.
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4.2. VENDOR Software Demos: VENDOR agrees to provide support for
sales demos to Eclipsys Prospects upon reasonable request.
Scheduling of VENDOR's Software demos will be mutually agreed
upon between Eclipsys and VENDOR.
4.3. Presentation Material and Collateral: VENDOR shall provide
VENDOR's sales collateral to Eclipsys upon request and shall
provide information to Eclipsys for inclusion of VENDOR's
Software information in Eclipsys presentation and sales
collateral.
4.4. Business VENDOR Liaison: VENDOR shall assign to Eclipsys a
business liaison to manage the day-to-day performance of
VENDOR's responsibilities under this Agreement. As appropriate
VENDOR shall also assign liaisons to Eclipsys in the areas of
development, implementation and training, support, sales
support, education and connect technology.
4.5. Delivery/Software Releases: Upon notification by Eclipsys,
VENDOR shall deliver to Eclipsys customers the licensed
VENDOR's Software and documentation as mutually agreed upon.
VENDOR shall deliver all VENDOR's Software releases, updates,
enhancements, and error corrections for any other VENDOR
customer, to those Eclipsys Customers contracting with
Eclipsys for such software maintenance services with respect
to VENDOR's Software.
4.6. Maintenance and Support: VENDOR shall be responsible for
providing maintenance and support to all Eclipsys customers
who have contracted with Eclipsys for such maintenance and
support, however, Eclipsys will provide First Level Support.
VENDOR's maintenance and support ("Software Maintenance")
shall be provided through Eclipsys by VENDOR under the terms
and conditions of the Software Maintenance Agreement attached
hereto. Maintenance will include for the then current release
of the VENDOR's Software: corrections to VENDOR's Software
problems determined by VENDOR to release and not separately
priced or marketed by VENDOR; and telephone support to
Eclipsys' support staff and to Eclipsys' Customers directly on
the use and operation of the VENDOR's Software during normal
business hours (8:00 a.m. to 5:00 p.m. - EST) related to
application assistance and operations support via VENDOR's
maintenance phone number. Eclipsys' Customers must agree to
comply with VENDOR's written maintenance procedures for
correcting defects.
4.7. Eclipsys/VENDOR Software Interface: VENDOR shall develop and
maintain mutually agreed upon product interfaces. Eclipsys
shall reasonably cooperate with VENDOR and provide VENDOR with
all information necessary to allow VENDOR to develop and
maintain such interfaces. Such interfaces, once released,
shall be considered VENDOR's Software for purposes of this
Agreement. Additionally, such interfaces shall be marketed to
Eclipsys' customers based on mutually agreeable terms and
conditions.
4.8. Installation, Implementation and Training: VENDOR shall
provide to Eclipsys employees, at no tuition charge, up to
five (5) days of training per year, during the term of this
Agreement, training at Eclipsys offices for VENDOR's Software.
Eclipsys shall be responsible for all travel and related
out-of-pocket expenses. VENDOR shall implement VENDOR's
Software at Eclipsys' customer sites as described in the
applicable Service Agreement.
4.9. Personnel. VENDOR agrees to maintain the level of expertise
and personnel required to support Eclipsys Customers in a high
quality manner consistent with relevant industry standards.
5. PAYMENT.
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5.1. ROYALTY: For each sub-license of VENDOR's Software sold by
Eclipsys to an Eclipsys Prospect, Eclipsys shall pay VENDOR a
royalty of 50% of the sales price, which will not be lower
than VENDOR's List Prices less a 25% discount.
5.2. REFUNDS: In the event Eclipsys must replace VENDOR's software
after successful installation to make it fully operational,
there shall be no additional royalty paid to VENDOR for such
replacement copy so long as such replacement copy is of the
same version and kind as VENDOR's Software. In the event
VENDOR's Software is inoperative or does not perform in
accordance with VENDOR's specifications and the Eclipsys
Customer terminates the Eclipsys Software License for VENDOR's
Software and Eclipsys refunds to such Customer the license
fees paid by such Customer for VENDOR's Software, VENDOR will
refund to Eclipsys the applicable royalty fees and maintenance
fees paid by Eclipsys to VENDOR within ninety (90) days of
written demand. However, VENDOR shall only be required to
refund that percentage of the fees paid to VENDOR by Eclipsys
which is equal to the percentage of the license fees and
maintenance fees refunded by Eclipsys to such customer for
VENDOR's Software.
5.3. ENHANCEMENTS: Enhancements provided to VENDOR's client base
under the Software Maintenance Agreement will also be provided
to Eclipsys Customers for support fees paid and to Eclipsys
for its own internal use pursuant to this Agreement at no
charge.
5.4. MINIMUM ROYALTY: Eclipsys shall guarantee a minimum of $2.5
million in royalty payments to VENDOR to reflect sales through
June 30, 1998. This minimum royalty will be offset by
royalties otherwise due under this agreement for sales by
Eclipsys through June 30, 1998. Eclipsys will also receive
credit against this minimum royalty for VENDOR's software
ordered and shipped directly to Eclipsys by June 30, 1998.
This software shall remain available for sub-licensing by
Eclipsys to its customers until ultimately sold. Any VENDOR's
software ordered and shipped directly to Eclipsys for credit
towards this minimum royalty obligation is nonrefundable and
nonreturnable.
5.5. MAINTENANCE. For each Eclipsys Customer contracting for
Maintenance for VENDOR's Software, Eclipsys shall pay to
VENDOR an annual maintenance fee (the "Maintenance Fee") equal
to eighteen percent (18%) of the sales price, which sales
price will not be lower than VENDOR's List Price less a 25%
discount, for such VENDOR's Software. Eclipsys will provide
First Level Support in exchange for twenty percent (20%) of
any such Maintenance Fees for the first 10 licenses sold and
thirty percent (30%) of such Maintenance Fees for any such
license sold thereafter.
5.6. INSTALLATION, IMPLEMENTATION AND TRAINING: Eclipsys shall pay
to VENDOR the fees for installation, implementation, and
training services performed in accordance with signed Services
Agreements.
5.7. COSTS: Except as stated in this Agreement, each party shall
pay its own expenses related to this Agreement.
5.8. PAYMENT TERMS: All royalties, maintenance fees, and fees for
installation, implementation, and training services due under
this Agreement are payable to VENDOR by the fifteenth day of
the month following the month Eclipsys receives payment from
the Eclipsys customer except with respect to royalties due
under this Agreement which in any event must be paid in full
within twelve (12) months of the date of the applicable
Eclipsys Software License. With each monthly payment to
VENDOR, Eclipsys will provide VENDOR with sufficient detail to
determine the Eclipsys customer, nature of payments received
and other appropriate accounting information as mutually
agreed.
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6. TERM & TERMINATION
6.1. TERMINATION FOR CONVENIENCE: The term of this Agreement shall
be for a period of two (2) years to be automatically renewable
bi-annually after the initial term unless either party
notifies the other party in writing of their desire to
terminate at least sixty (60) days prior to the end of the
then-current term.
6.2. CAUSE FOR EARLY TERMINATION: If VENDOR is acquired by a third
party, Eclipsys shall have the immediate right to terminate
this Agreement.
6.3. RIGHTS UPON TERMINATION: For a period of two (2) years,
commencing with the date of termination of this Agreement,
VENDOR shall have the sole right and responsibility to provide
Software Maintenance Services to Eclipsys' Customers using
VENDOR's Software, and VENDOR and Eclipsys shall be entitled
to continue to collect the Maintenance Fees associated with
such services as delineated under this Agreement. At the
expiration of such two (2) year period, the source code
version of VENDOR's Software shall be released to Eclipsys.
VENDOR agrees to put into escrow (1) copy of the source code
for VENDOR's Software and all necessary instructions and
materials which Eclipsys may access and use solely to support
Eclipsys" Customers using VENDOR" Software after the
aforementioned two (2) year period.
7. PROPRIETARY INFORMATION/CONFIDENTIALITY
7.1. CONFIDENTIALITY OF VENDOR'S SOFTWARE: Eclipsys agrees that it
has no interest in or right to use VENDOR's Software except in
accordance with the terms of this Agreement, Eclipsys agrees
that during the term of this Agreement and thereafter, it will
hold VENDOR's Software in strict confidence, it will not
disclose or otherwise make available VENDOR's Software or any
part thereof, except to the extent permitted by the terms of
this Agreement, and that it will take all reasonable steps
necessary to maintain the confidentiality of VENDOR's
Software. Eclipsys further agrees it will not remove or permit
to be removed from any item included in VENDOR's Software, any
proprietary, confidential or copyright notices markings or
legends placed thereon by VENDOR.
7.2. CONFIDENTIALITY OF VENDOR'S PROPRIETARY INFORMATION: Eclipsys
agrees that, during the term of this Agreement and thereafter,
it will hold the VENDOR's Proprietary Information in strict
confidence; it will not disclose or otherwise permit any third
person or entity to disclose, use or receive VENDOR's
Proprietary Information without VENDOR's prior written consent
except to such employees or agents of Eclipsys who need access
to such information in order to develop or assist in the
development of schemata or interfaces between Eclipsys and
VENDOR's Software for the benefit of Eclipsys' Customers.
7.3. CONFIDENTIALITY OF ECLIPSYS' PROPRIETARY INFORMATION: VENDOR
agrees that during the term of this Agreement and thereafter,
it will hold the Eclipsys Proprietary Information in strict
confidence; it will not disclose or use or otherwise permit
any third person or entity to disclose, use or receive the
Eclipsys Proprietary Information without Eclipsys' prior
written consent except to such employees or agents of VENDOR
who need access to in order to develop or assist in the
development of schemas or interfaces between Eclipsys and
VENDOR's Software for the benefit of Eclipsys Customers.
7.4. USE OF VENDOR's TRADEMARKS: No license is granted to Eclipsys
to use, and Eclipsys shall not use, any VENDOR trademark, or
service ▇▇▇▇, except as necessary for Eclipsys to perform its
duties hereunder. Eclipsys may reference VENDOR's Software in
marketing
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and selling VENDOR's Software, however, in all cases where
Eclipsys uses VENDOR's trademarks in the performance of its
duties hereunder, Eclipsys shall identify VENDOR's trademarks
as being owned by, and as being the property of VENDOR.
7.5. PRIVATE LABELING: Eclipsys shall have the right to private
label VENDOR's software under the Eclipsys Sunrise product
line. Eclipsys shall be responsible for all costs associated
with section 7.5.
8. VENDOR'S WARRANTY: VENDOR warrants that VENDOR's Software, when
delivered and so long as Maintenance is to be provided pursuant to THIS
Agreement or any Software Maintenance Agreement with an Eclipsys
Customer is in effect will substantially perform in accordance with its
then current user documentation and any mutually agreed upon
specifications in all material respects. In the event that VENDOR's
software fails to conform to such warranty, VENDOR's sole obligation
shall be to provide Software Maintenance at no additional charge to
Eclipsys or to an Eclipsys customer.
8.1. Subject to the previous sentences, Eclipsys understands that
VENDOR makes no other warranty to Eclipsys regarding the
capabilities of VENDOR's Software, or its (or their)
compatibility with any particular computer, applications, or
operating system, or other warranty of any kind. VENDOR
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, OR IMPLIED,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
USE OF A PARTICULAR PURPOSE.
9. LIMITATION OF LIABILITY: IN NO EVENT SHALL VENDOR BE LIABLE TO ECLIPSYS
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO
LOST PROFITS OR LOST BUSINESS OPPORTUNITIES.
10. INDEMNIFICATION BY VENDOR. VENDOR agrees to indemnify, defend and hold
harmless Eclipsys from any claim asserted or suit or proceeding that
VENDOR's Software infringes a U.S. patent, trademark, copyright or
trade secret of a third party, provided VENDOR is given prompt written
notice of, and full and complete authority, information and assistance
in the defense of, such claim, suit or proceeding. VENDOR shall pay all
damages and costs awarded against Eclipsys in such suit or proceeding,
but VENDOR shall not be responsible for the cost of any settlement or
any such claim, suit or proceeding made without the written consent of
VENDOR. In addition, and at the option and expense of VENDOR, VENDOR
may, at any time after such claim has been asserted, and shall in the
event VENDOR's Software is in any such suit or proceeding held to
constitute infringement and the use of that VENDOR's Software is
enjoined, either procure for Eclipsys customers who have sub-licensed
VENDOR's Software the right to continue using that VENDOR's Software or
replace or modify that VENDOR's Software so that it becomes
non-infringing, provided that such replacement or modified VENDOR's
Software has the same functional characteristics as the infringing
VENDOR's Software. VENDOR shall not be liable to Eclipsys under the
terms of this paragraph or otherwise if any infringement or claim is
based upon the use of any VENDOR's Software in violation of the License
Agreement attached hereto. Eclipsys may engage its own counsel at its
own expense to advise Eclipsys in connection with any such claim, suit
or proceeding, but VENDOR shall at all times retain the full right and
authority to control the defense of any such claim suit or proceeding.
The provisions of this Section shall survive the termination or
expiration of this Agreement. Notwithstanding any provision of this
Agreement to the contrary, this indemnification paragraph of this
Agreement states the entire liability of VENDOR for the infringement of
any patent, copyright, trademark or trade secret rights.
10.1. In addition, VENDOR agrees to defend, indemnify and hold
Eclipsys harmless from and with respect to any and all damages
liability whatsoever (including attorney fees and cost)
associated with any Eclipsys customers use of VENDOR's
Software. This indemnification
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includes all VENDOR's Software licensed by Eclipsys to an
Eclipsys customers using Eclipsys Software License prior to
the date of this Agreement.
11. INDEMNIFICATION BY ECLIPSYS: Eclipsys agrees to defend, indemnify and
hold VENDOR harmless from and with respect to any and all damages,
claims, or liability whatsoever, including but not limited to attorneys
fees and costs of litigation, associated with any claim made by an
Eclipsys customer, which claim is caused by or arises out of Eclipsys'
breach of any contract between Eclipsys and an Eclipsys customer, or
which arises out of Eclipsys' breach of any contract between VENDOR and
Eclipsys.
12. MISCELLANEOUS PROVISIONS.
12.1. ENTIRE AGREEMENT/AMENDMENTS: This Agreement including all
schedules attached hereto, contains the entire agreement
between the parties and all prior proposals, discussions, and
writings by and between the parties and relating to the
subject matter hereof we superseded hereby. None of the terms
of this Agreement shall be deemed to be waived by either party
or amended or supplemented unless such waiver, amendment or
supplement is written and signed by both parties. The
invalidity or unenforceability of any particular provision of
this Agreement, as determined by any court of competent
jurisdiction or any appropriate legislature, shall not effect
the other provisions hereof, and this Agreement shall be
construed in all respects as if such invalid or unenforceable
provision has been omitted.
12.2. SURVIVAL: All representations and warranties, subject to the
terms and conditions made or undertaken by Eclipsys or VENDOR
in this Agreement or in any document or instrument executed
and delivered pursuant hereto are material, have been relied
upon by the parties hereto, and shall survive the date hereof.
12.3. ASSIGNMENT: This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective
successors and assigns. This Agreement may be assigned
provided that written notice of such assignment is provided to
the non-assigning party and the assignee acknowledges that it
will be liable to the non-assigning party for all
representations, covenants, agreements, obligations, and
liabilities of the assigning party under this Agreement.
VENDOR shall have the right of final approval or rejection of
assignment.
12.4. GOVERNING LAW: The validity and construction of this Agreement
shall be governed by, subject to, and construed in accordance
with the law of the state of Florida.
12.5. PUBLIC ANNOUNCEMENT: Both Eclipsys and VENDOR shall allow the
other to issue a public announcement of this Agreement subject
to review and approval of both parties. However, such
announcement shall not include specific terms, financial
arrangements or any other information of a confidential
nature.
12.6. NOTICES: All notices, requests, demands and other
communications hereunder shall be in writing and shall be
delivered by hand, telex, telegraph, facsimile or like method
of transmission or mailed by registered or certified mail,
return receipt requested, first class postage prepaid,
addressed as follows:
If to Eclipsys: Eclipsys Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, General Counsel
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If to VENDOR: ▇▇▇▇▇▇▇ Central National, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Executive Officer
Eclipsys Corporation ▇▇▇▇▇▇▇ Central National, Inc.
Signature Signature
--------------------------- ---------------------
By ▇▇▇▇ ▇▇▇▇▇▇ By
--------------------------- ---------------------
Title Vice President Title
--------------------------- ---------------------
Date Date
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SCHEDULE A
VENDOR'S SOFTWARE
The following VENDOR software products, subject to amendment by VENDOR upon
thirty (30) day written notice, are available for sub-licensing under the terms
of this
PRODUCT NAME INCLUDED APPLICATIONS
------------ ---------------------
SCSYNERGY Intake, Verification, Authorization, Admissions,
Order Entry, Resource and Encounter
Management, Activity Entry, Occurrence
Tracking, Contracts, Billing and Accounts
Receivable/Collections
▇▇▇▇(TM) - Managed Avenues of Patient Progress
▇▇▇▇ Scan Paper version with Variance and Outcome
Tracking Module
▇▇▇▇ Plus Automated version with Variance and Outcome
Tracking Module
STAT2 Basic Client Intake, Plan of Care, Employee
Registration, Multi-Company Access, Billing/
Accounts Receivable, Medicare Electronic Billing
Options Scheduling, Hospice, Non-Medicare Electronic
Billing, Electronic Remittance Advice
SC Teltime Navigator and Interactive Voice Response (IVR)
Pharmworks Order Entry, Billing, Accounts Receivable
Pharmacy Management and Materials
Management
Options Electronic Billing
DNM 7.0 Enterprize Order Entry, Billing, Accounts Receivable/
Collections, Inventory Control
Options Purchase Order with EDI and Retail
11
SCHEDULE B
VENDOR'S LIST PRICE
The following prices reflect VENDOR'S standard List Price for each of VENDOR'S
software products available for sub-licensing under this Agreement. VENDOR'S
List Price is subject to change by VENDOR upon thirty (30) days written notice
to Eclipsys. The quoted VENDOR'S List Price excludes hardware and third-party
software charges.
PRODUCT NAME VENDOR'S LIST PRICE
------------ -------------------
SC SYNERGY $6,000 per user (minimum purchase of 10 user; 5
user increments thereafter]
▇▇▇▇(TM)
▇▇▇▇ Scan $15,000 per server copy
NMPP Plus $25,000 per server copy plus
$ 1,850 per device copy
STAT2 Basic $20,000 plus $3,000 per user [must be purchased
in 8 user increments]
Options
Hospice $9,900 per server copy
Scheduling $ 1,000 per user
Non-Medicare Electronic Billing $4,500 per provider
Electronic Remittance Advice $3,500 per server copy
SC TELTIME 1-100 identification numbers - $21,000
101-300 - $45 000
over 300 - $70,000
Pharmworks $18,000 plus $1,000 per user [must be purchased
in 5 user increments]
Options
Electronic Billing $1,500 per server copy
DME 7.0 Enterprize $30,000 plus $700 per user [must be purchased in
5 user increments]
Options
Purchase Order with EDI $ 1,700 per server copy
Retail 10,500 per server copy
12
SCHEDULE C
INSTALLATION, IMPLEMENTATION AND TRAINING FEES
Installation, Implementation and Training (including project management) will be
provided at a rate of $150 per hour worked, plus all applicable out-of-product
expenses.
