CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.55
MEDIRISK(SM)
DATA LICENSE AND PRODUCT REMARKETER AGREEMENT
THIS AGREEMENT is made and entered into the 31st day of December 1998, by
and between MEDIRISK, INC., a Delaware corporation ("Licensor"), and WEBMD,
INC., a Georgia corporation ("Licensee").
W I T N E S S E T H:
WHEREAS, Licensor and/or its wholly-owned subsidiaries have developed one
or more databases, the compilation and format of which are proprietary to
Licensor and/or such subsidiaries, and which, among other things, (i) may be
used to formulate reimbursement schedules for claims submitted to healthcare
providers (or other providers of healthcare-related services) and/or to evaluate
physician fee schedules or other physician reimbursement schedules; (ii) consist
of demographic data, population-based models of the incidence of diseases by
category, and estimates of the demand for healthcare services (e.g., inpatient,
outpatient, physician services, etc.); (iii) consist of physician credentials
information; and/or (iv) consist of the results of satisfaction surveys
conducted with members of various managed care health plans with respect to such
plans (collectively, the "Database"); and
WHEREAS, Licensee markets information elated to hospitals, health plans,
physicians and other healthcare providers by means of the Internet to its
customers who have authorized access to its Internet site, and desires to
utilize applicable portions of the Database (the "Data," as such term is more
specifically defined below) in providing such services;
WHEREAS, Licensor is willing to allow Licensee to so utilize the Data on
the terms hereinafter set forth;
NOW, THEREFORE, for and in consideration of the mutual undertakings of the
parties hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1.0 DEFINITIONS. For purposes of this Agreement, the following terms shall
have the meanings given thereto:
1.1 CAREDATA INFORMATION. The term "CareData Information" shall refer to
that portion of the Data that consists of the results of satisfaction
surveys conducted with members of various management care health plans with
respect to such plans.
1.2 DATA. The term "Data" shall collectively refer to those components of
the Database listed on Exhibit "A" attached hereto.
1.3 END-USER. The term "End-User" shall refer to any entity to which
Licensee permits access to the Data for its own use and not for further
licensing or redistribution.
1.4 PRODUCTS. The term "Products" shall refer to all products being sold
or licensed by Licensor or its subsidiaries on the date hereof, in the
versions in which such items exist on the date hereof, including without
limitation those set forth on Exhibit "B" attached hereto. The term
"Products" shall not include service offerings of Licensor.
1.5 PRODUCT CUSTOMERS. The term "Product Customers" shall refer to the
end-users for those Products which have been licensed to such end-users
pursuant to Licensee's remarketing efforts as set forth in Section 2.2(b)
hereof.
2.0 LICENSE.
2.1 GRANT OF LICENSE AND EXCLUSIVE USAGE RIGHTS.
(a) Licensor hereby grants to Licensee a limited, nontransferable
and, except as set forth herein, nonexclusive license to use the Data
for the license fees and upon the terms hereinafter set forth.
(b) Subject to any agreements in effect as of the date hereof between
Licensor and parties other than Licensee pursuant to which such
parties have rights to utilize, remarket and/or relicense the Data or
portions thereof (including without limitation through any existing
Internet-related distribution channels), Licensor agrees that during
the term of this Agreement Licensor will neither (i) enter into
arrangements with any other parties allowing them to incorporate the
Data into their Internet-based services for their subscribers' inquiry
purposes via the Internet, nor (ii) enter into arrangements with any
third parties who offer Internet-related distribution channels to
market the Products through such parties or channels; provided,
however, that such restriction shall not prohibit Licensor from (y)
directly marketing or otherwise making available the Data and/or its
products and services on the Internet, or (z) allowing references or
"hotlinks" on third-party Web sites to Licensor's Web site(s) for such
products or services.
(c) Solely with respect to the immediately preceding clause (i), the
term "Data" shall not include Licensor's physician credentials
information, and, for purposes of both the immediately preceding
clause (ii) and Section 2.2(b) below, Licensor's products therein
referred to shall not include Licensor's physician credentials
products.
2.2 SCOPE OF LICENSE.
(a) LICENSE OF DATA. Licensee may incorporate the Data into
Licensee's restricted-access Internet-based services solely for its
paying and/or otherwise
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qualified subscribers' inquiry purposes via the Internet. Licensee may also
incorporate the CareData Information into Licensee's non-restricted access
Internet-based services for its patrons' inquiry purposes via the Internet.
Licensee further understands and agrees that neither it nor any End-User
may otherwise rent, sublicense, lease, sell, loan or otherwise transfer to
any third party any of the Data, and may not use the Data for purposes of
credential verification to satisfy independent accreditation requirements.
Upon Licensee becoming aware of any such violations by an End-User (whether
on its own accord or after being notified of such violation by Licensor),
Licensee shall, at its own cost, take all reasonable steps (including, if
necessary, seeking injunctive relief) to cure such violations as soon as
practicable and, provided that Licensee does perform such obligations,
Licensee shall not be liable to Licensor for monetary damages resulting
from such violations. Nothing herein shall be deemed to convey to Licensee
any copyright, trademark or other proprietary rights with respect to the
Data.
(b) REMARKETING OF PRODUCTS. Licensee may remarket the Products for
license solely through its Internet-related distribution channels. The
price at which Licensee makes Products available to third parties via its
Internet distribution methods shall be subject to prior written agreement
with Licensor. Any licenses for such Products shall be entered into between
Licensor and the customer therefor, provided that Licensee shall be
entitled to receive a commission for such remarketing efforts as more
particularly set forth in Section 4.1(b) hereof. Subject to the exceptions
set forth in Section 2.1(b) and 2.1(c) above, with respect to Licensor's
future product offerings, Licensor shall first offer to Licensee the right
to be the exclusive Internet-related remarketer of such future products
through Licensee's Internet-related distribution channels upon terms
mutually acceptable to Licensor and Licensee.
2.3 DUTY NOT TO DISCLOSE. Except as necessary to effect the incorporation of
the Data into Licensee's products and/or remarket the Products as set forth
above, Licensee understands and agrees that it and its employees and agents may
not distribute, copy, duplicate, or otherwise disseminate or reproduce any of
the Data. Notwithstanding the foregoing, Licensee may make up to two (2) back-up
copies of the Data for archival purposes only, provided that all such copies of
the Data include all copyright and proprietary notices that appear in or on the
original Data received from Licensor.
2.4 ASSIGNMENT. Licensee may not assign, transfer, sell, donate, pledge as
security, license or sublicense this Agreement or any of its rights or
obligations hereunder, in whole or in part, without the prior written consent of
Licensor.
2.5 SURVIVABILITY OF CERTAIN OBLIGATIONS. The obligations of Licensee under
Sections 2.3 and 2.4 hereof shall survive and remain binding upon Licensee after
the termination of this Agreement.
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2.6 PROTECTION OF LICENSOR. Licensee acknowledges that Licensor will not be
entering into any direct contractual relationship with any End-User with respect
to the access to the Data contemplated hereunder, and that the only
documentation which an End-User will be entering into with respect to such End-
User's access to, and permitted usage of, the Data will be the agreement between
End-User and Licensee concerning the relationship in question (collectively, an
"End-User Agreement"). Licensee further acknowledges that in order for Licensor
to have the benefit of those provisions herein granting or reserving rights to
Licensor (including without limitation those provisions concerning scope of
license, duties of nondisclosure, assignment, survivability, limitation and
disclaimer of warranties, remedies, limitations of liability, taxes,
termination, force majeure, choice of law and attorneys' fees), Licensee will
have to incorporate substantially similar provisions into the End-User Agreement
with each End-User. Accordingly, Licensee agrees that (i) it shall incorporate
such substantially similar provisions into each End-User Agreement, (ii)
Licensor shall have no direct liability to any End-User under this Agreement or
any End-User Agreement, and (iii) Licensee shall indemnify, defend and hold
harmless Licensor from any claim asserted, or liability alleged, by any End-User
against Licensor with respect to this Agreement or any End-User Agreement. The
parties acknowledge and agree that an End-User Agreement does not have to be in
executed documentary form, but may be in the form of an on-line "click"
agreement or other applicable interactive format, so that each End-User is
required to confirm acceptance of such terms and conditions before obtaining
access to any Data, by clicking or keying in such confirmation.
2.7 SOURCE ACKNOWLEDGMENT. Licensee shall ensure that the following language
appears in a conspicuous location on the web site from which the Data will be
accessible by End-Users:
"Information available at this site pertaining to healthcare fees and
reimbursement, demographic data, population-based models of the incidence
of diseases by category, estimates of the demand for healthcare services,
physician credentialing and verification-related data, and the results of
satisfaction surveys conducted with members of various managed care health
plans with respect to such plans, is proprietary to Medirisk, Inc., and is
made available to you under separate agreement with Medirisk, which retains
and reserves all applicable rights of any type with respect to such data,
including without limitation all copyright, trademark and other proprietary
rights with respect thereto. Such data may not be used by you for purposes
of credential verification to satisfy independent accreditation
requirements (e.g., JCAHO or NCQA). WebMD has selected Medirisk as a
preferred provider of such types of information."
On any Web site from which Licensee permits access to the Data, Licensee shall
also appropriately identify the components of the Data as to their respective
sources (by name of Licensor's applicable division or subsidiary, such as
Healthdemographics or Care Data Reports) and age.
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2.8 PRIMARY CONTENT PROVIDER. With respect to those Internet products of
Licensee referred to in Section 2.2 hereof, and any replacements thereof,
Licensee agrees that Licensor shall be a preferred provider to Licensee of
information of the type contained in the Data. Licensee shall identify
Licensor to Licensee's customers as a preferred provider of such
information to Licensee in Licensee's applicable marketing materials and as
set forth in Section 2.7 hereof.
3.0 TERM AND TERMINATION.
3.1 TERM. Unless earlier terminated as set forth in Section 10.0 hereof,
this Agreement shall have a term commencing upon the data first set forth
above and expiring 30 June 2000, without the requirement of any further
notice of expiration .
3.2 RETURN OF LICENSED ITEMS. Upon the expiration of this Agreement, or
earlier termination hereof for any reason, Licensee shall return all Data
(including all copies thereof) to Licensor within ten (10) days after the
date of expiration or termination, without further notice or request from
Licensor. In lieu thereof, Licensor will accept from Licensee its written
certification that all such items have been destroyed and that Licensee
does not retain any of such materials or copies thereof; in such event,
such certification for such End-User Agreement shall be made upon the
expiration or earlier termination of such End-User Agreement.
4.0 FEES AND OTHER PAYMENTS.
4.1 FEES.
(a) LICENSE FEES. Licensee agrees to pay to Licensor the license and
other fees for the exclusive usage rights set forth herein, the items
licensed hereunder as set forth in Exhibit "C" attached hereto. Such
obligation to pay shall be independent of Licensee being paid for
services by any pertinent End-User.
(b) PAYMENTS FOR PRODUCT REMARKETING. As additional consideration to
Licensee for remarketing Products as set forth in Section 2.2(b)
above, Licensee shall receive commissions equal to *** (***%) percent
of the total first year's license fees actually collected by Licensor
from the Product Customers in the aggregate on a term-quarterly basis.
Commissions shall be payable in arrears within forty-five (45) days
after the close of each term-quarter hereof.
4.2 SHIPPING CHARGES. In the event that electronic transmission of the
Data to Licensee is not feasible, Licensor shall ship the Data to Licensee
at no additional charge for standard delivery (i.e., second-day express
delivery). Whenever possible, Licensee requests for nonstandard delivery
will be honored, but Licensee shall be invoiced for the costs of such
nonstandard delivery.
________________
*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.
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4.3 TAXES. Any sales or excise tax due on the provision of the items
licensed hereunder to Licensee (and, as between Licensors and Licensee,
data sublicensed to End-Users by Licensee) shall be the sole responsibility
of the Licensee.
5.0 LIMITED WARRANTY AND REMEDIES. Licensor warrants that it either owns the
Data, has secured any licenses or other rights necessary to grant Licensee the
license to use the Data as set forth herein, and/or that the information
contained in the Data (but not the compilation methodology or format thereof) is
part of the public domain. Licensor shall defend any action, suit or proceeding
brought against Licensee or any of its officers, directors or employees based on
a claim that the Data or any access thereto permitted hereunder infringes any
proprietary rights of any third party (including without limitation any patent,
copyright or trade secret) provided Licensor is promptly notified by Licensee of
the action, is given authority to handle any such claim and is given information
and assistance at Licensor's expense for the defense of such action. If the
Data or any component or part or portion thereof is by competent judicial or
administrative authority held to infringe the proprietary rights of any third
party, Licensor shall, at its sole option and expense, (i) replace or modify the
Data and any component or part or portion thereof to xxxxx the infringement,
(ii) procure for the benefit of Licensee from the holders of such proprietary
rights infringed or alleged to be infringed, the right to continue use of the
Data and any component or part or portion thereof, or (iii) reimburse to
Licensee a prorated portion of the License Fees with respect thereto paid by the
Licensee to Licensor under this Agreement, based upon straight-line depreciation
and an assumed life (solely for purposes of this Section) equal to twelve (12)
months. Licensor shall also pay all damages and costs finally awarded against
Licensee, if any, arising out of such action. Licensor does not warrant that
the Data will be error-free. Licensor's sole liability, and Licensee's (and
End-User's) sole remedy regarding defective Data is, at Licensor's sole
election, to either: (i) replace defective Data at no charge to Licensee,
provided that Licensee returns such Data to Licensor within ninety (90) days of
receipt of the Data by Licensee with proof of the date of original receipt of
such Data by Licensee; or (ii) return to Licensee the License Fee for the
defective Data. Licensor shall have no responsibility or liability whatsoever
for any loss or damage caused by errors in the Data or by delay in replacing
defective Data.
6.0 DISCLAIMER OF CERTAIN WARRANTIES. Licensee recognizes and acknowledges that
the information contained in the Data is collected from sources believed to be
reliable, and that, although Licensor believes the information to be accurate,
and except as otherwise herein specifically set forth, Licensor MAKES NO
WARRANTIES OR REPRESENTATIONS OF ANY TYPE CONCERNING THE DATA, ITS CONSTITUENT
PARTS OR ANY OTHER PRODUCTS OR SERVICES OFFERED HEREUNDER, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
7.0 LIMITATION OF LIABILITIES. Except for the defense and indemnification
obligation set forth in Section 5.0 hereof, in no event shall Licensor'
liability for any damages to Licensee, regardless of the form of action, exceed
the fee paid by Licensee hereunder. Under no circumstances shall Licensor be
liable for incidental, consequential, special or
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exemplary damages of any kind, or for lost profits arising out of the use or
inability to use the Data, even if such damages were foreseeable at the time of
execution of this Agreement.
8.0 DELIVERY AND FORMAT OF LICENSED ITEMS. Licensor will compile and deliver
the Data to Licensee by 31 December 1998. The standard format for the Data
shall be tab-delimited ASCII. The standard transmission medium shall be an
online download of the Data directly to Licensee; provided, however, that if
such method of transmission is not feasible, the form of transmission shall be
by CD-ROM or other medium as necessary, shipped as set forth in Section 4.2
above.
9.0 CERTAIN DUTIES OF LICENSEE. Licensee and/or End-Users are responsible for
securing all hardware and software necessary to use the Data in Licensee's
and/or End-Users' respective environments. Licensee represents and agrees that
its and End-Users' use of the Data shall be in accord with all restrictions and
limitations set forth in this Agreement.
10.0 DEFAULT. In the event of a material breach of this Agreement by Licensee
(or of an applicable material breach by an End-User of its End-User Agreement),
and the failure of such party to remedy such breach within sixty (60) days after
written notice thereof from Licensor (or Licensee, as the case may be), the
licenses granted hereunder to Licensee with respect to the Data in question (and
the corresponding End-User Agreement) shall immediately terminate upon further
written notice by Licensor to such party. In the event of a material breach of
this Agreement by Licensor, and the failure of Licensor to remedy such breach
within sixty (60) days after written notice thereof from Licensee, Licensee may
immediately terminate this Agreement upon written notice to Licensor.
11.0 GENERAL.
11.1 REFERENCES. Titles and paragraph headings herein are for reference
purposes only. This Agreement contains the entire agreement of both parties
hereto, and supersedes any and all previous oral and written communications
and agreements with respect to the subject matter hereof. This Agreement
shall not be modified or amended without the written consent of both
parties hereto. In the event of any conflict between the terms and
conditions of this Agreement and any other writing of Licensee, the terms
of this Agreement shall control.
11.2 WAIVER. No waiver of any breach of any provision of this Agreement
shall constitute a waiver of any prior, concurrent or subsequent breach of
the same or any other provision hereof and no waiver shall be effective
unless made in writing. In the event that any provisions of this Agreement
shall be held invalid or otherwise unenforceable, such provision shall be
severed and the remaining provisions of this Agreement shall continue in
full force.
11.3 NOTICE. All notices, demands, requests, or other communications which
may be or are required to be given, served, or sent by either party to the
other party pursuant to this Agreement shall be in writing and shall be
hand delivered (including delivery by courier so long as a receipt or
confirmation of delivery is obtained), sent by Federal
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Express or other recognized overnight delivery service, mailed by first class,
registered or certified mail, return receipt requested, postage prepaid, or
transmitted by facsimile transmission (followed by delivery of the original of
such document), addressed as set forth below. Either party hereto may designate
by notice, in the manner herein above provided, a new address to which any
notice, demand, request or communication may thereafter be so given, served or
sent. Each notice, demand, request or communication which shall be mailed,
delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent and received for all purposes at such time as
it is delivered to the addressee (with the return receipt, the delivery receipt,
the affidavit of messenger or (with respect to a facsimile transmission) the
answer back being deemed conclusive evidence of such delivery) or at such time
as delivery is refused by the addressee upon presentation.
11.4 FORCE MAJEURE. If Licensor is unable to perform any of its obligations
hereunder, or Licensee is unable to enjoy a benefit hereunder (including without
limitation loss of or failure to provide the Data or Documentation), due to any
event beyond the reasonable control of Licensor, including without limitation
weather and all other Acts of God, war, fire, heat, cold, explosion, flood,
power or telephone failures, acts or omissions of any government or agency
thereof, compliance with requirements, rules, regulations or orders of any
governmental authority or instrumentality thereof, labor difficulty, supplier
failure or delay, civil disorder, or breakdown or malfunction of machinery,
transportation facilities or other equipment of any nature, then Licensor'
performance shall be excused for the pendency of such event, but Licensor shall
use its best efforts to limit the duration of any such delay.
11.5 GOVERNING LAW. This Agreement is entered into in, and shall be governed
by and construed under, the laws of the State of Georgia, without regard to its
conflict of law rules.
11.6 ATTORNEYS' FEES. If any sums due and owing under this Agreement are
collected by or with the assistance of legal counsel, or if any party brings
suit of any type against another arising from this Agreement and prevails in
such action, then the losing party shall be liable to the prevailing party, and
shall promptly remit to the prevailing party upon demand, all of the prevailing
party's reasonable costs and expenses incurred with respect thereto, including
without limitation court costs and reasonable attorneys' fees.
11.7 INDEPENDENT CONTRACTOR. The relationship between the parties established
in this Agreement shall be solely that of independent contractors and does not
designate either party as the agent, legal representative, partner or joint
venturer of the other party for any purpose whatsoever. Neither party is
granted any right to create any obligation or responsibility or make
representations, express or implied, on behalf of or in the name of the other
party or to bind the other party in any matter or thing whatsoever.
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11.8 BINDING AGREEMENT. This Agreement shall be binding upon Licensor and its
assigns, and Licensee and its permitted successors and assigns.
11.9 AMA REQUIREMENTS. Licensee understands and acknowledges that Licensee's
Use of Current Procedural Terminology ("CPT," as that term is used and
copyrighted by the American Medical Association ("AMA")) as incorporated in that
portion of the Data which may be used to formulate reimbursement schedules for
claims submitted to healthcare providers (or other providers of healthcare-
related services) and/or to evaluate physician fee schedules or other physician
reimbursement schedules (collectively, the "CPT Data") is subject to the
following restrictions imposed by the AMA: (i) the license to Licensee to use
CPT as incorporated in the CPT Data is nontransferable and nonexclusive, and is
for the sole purpose of use within the United States; (ii) the CPT Data is not
to be used in performing medical diagnostic functions, setting treatment
procedures or substituting for the medical judgment of a physician, or licensed
from the AMA and Medirisk to do so, (iii) Licensee may not create derivative
works based upon CPT, and (iv) Licensee must comply with the requirements of the
Uniform Commercial Code. The AMA disclaims any and all liability relating to
CPT as incorporated in the CPT Data, including liability for the sequence,
accuracy and completeness of data contained in CPT. The AMA does not warrant
that the data contained in CPT will meet Licensee's requirements, or that the
use of the CPT Data will be uninterrupted or without error. In no event shall
the AMA be liable to Licensee for special, incidental, direct and/or
consequential damages, including lost profits in connection with CPT. The AMA's
entire liability and warranty with respect to CPT is limited to reasonable
efforts by Medirisk to correct a defect in CPT as set forth in the CPT Data or
to furnish a replacement of the CPT Data with corrected CPT within a reasonable
period of time. Use of CPT in any public computer-based information system or
bulletin board (such as the Internet) is prohibited. Licensee shall ensure (a)
that anyone with authorized access to the CPT Data understands and complies with
the provisions of this Section 11.9 and (b) that language setting forth the
substantive portions of this Section 11.9 appears in a conspicuous location in
any End-User Agreement itself and on the restricted-access Web site of Licensee
from which the Data will be accessible by End-Users.
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IN WITNESS WHEREOF, the parties have hereto set their hands under seal on
the dates indicated, effective as of the date first set forth above.
MEDIRISK, INC. WEBMD, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ W. Xxxxxxx Xxxxxx
----------------------------------- ----------------------------
XXXXXXX X. XXXXX, XX. (Signature)
President and Chief Operating Officer
NAME: W. Xxxxxxx Xxxxxx
---------------------------
TITLE: Executive Vice President
---------------------------
DATE: December 31, 1998 DATE: December 31, 1998
Notice Address: Notice Address:
Medirisk, Inc. WebMD, Inc.
Xxxxx 000 000 Xxx Xxxxx Xxxxxxxx
Two Piedmont Center 0000 Xxxxxxxxx Xxxx, X.X.
0000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Xxxxxxx, Xxxxxxx 00000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
Attention: Contracts Administration Attention: President
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EXHIBIT "A"
COMPONENTS OF THE DATABASE COMPRISING THE DATA
-------------------------------------------------------------------------------------------------------------------------------
MEDIRISK BUSINESS UNIT DATA SET DESCRIPTION DATA AGE DATA CHARACTERISTICS
---------------------- -------------------- -------- --------------------
-------------------------------------------------------------------------------------------------------------------------------
Reimbursement Solutions MEDIRISK(SM) Physician Fee Database 12 Months 35 medical specialties; 50 CPT codes
per specialty; 287 geographically
defined markets; 6 benchmark fee levels
-------------------------------------------------------------------------------------------------------------------------------
Healthdemographics, Inc. Utilization Database 12 Months HealthPacs (19) with data grouped by
product/service line; geographically
defined by county
-------------------------------------------------------------------------------------------------------------------------------
CareData Reports, Inc. Member Satisfaction Rankings 12 Months Survey results; rankings for health
plan members' satisfaction for 26
metropolitan markets; commercial
populations
-------------------------------------------------------------------------------------------------------------------------------
Sweetwater Health Enterprises, Inc. Physician Credentials Information 12 Months 700,000 physicians; data elements;
provider demographics, licensure
education, training, hospital
affiliation, board certifications and
office information
-------------------------------------------------------------------------------------------------------------------------------
Licensor's subsidiary Medirisk of Missouri, Inc., which does business as
PracticeMatch, also maintains a Web-enabled product that allows healthcare
providers to submit curriculum vitae for inclusion in the PracticeMatch(R)
proprietary database that is targeted for use by hospital in-house physician
recruiters. While this database is not part of the Data, Licensor will allow
Licensee to place a "hotlink" on its Web-site(s) allowing Licensee' subscribers
direct access to such data collection product to enable them to more easily
provide such information.
EXHIBIT "B"
PRODUCTS
Market Performance Products
---------------------------
. CareData Reports' health plan member satisfaction surveys
. CareData Reports' disease-specific studies
. Healthdemographics' HealthPac(TM) data sets (19)
. Healthdemographics' Avenir(TM) analytical and mapping tool
. Reimbursement Solutions' CPT-4 fee and utilization databases
. Reimbursement Solutions' analytical tools for capitation modeling
. Reimbursement Solutions' workers' compensation database and AUTOMEDSM
database
Clinical Performance Products
-----------------------------
. Clinical outcomes measurement reports for general rehabilitation,
orthopedics, and ambulatory surgery
. Successful Solutions' comparative outcomes reports for hospitals
. Successful Solutions' coding compliance tools
. Successful Solutions' physician profiling reports
Physician Credentials Products
------------------------------
. Sweetwater's Physician Database
. Sweetwater's Sweet-Q(TM) and Luci(TM) credentialing and quality management
software
. PracticeMatch(R) Physician Recruiting Database
EXHIBIT "C"
LICENSE FEES
Licensee shall pay to Licensor a License Fee of ($) Dollars for the term of
this Agreement.
The License Fee shall be payable in five (5) installments of $ each, due and
payable on the following respective dates: 8 January 1999, 15 March 1999, 15
June 1999, 15 September 1999 and 15 December 1999.
In connection with any obligation of Licensor to pay royalties to the AMA with
respect to an End-User's usage of CPT Data, Licensee covenants and agrees as
follows:
. Licensee will put limitations in place in its Internet-based services so that
no End-User will be able to access more than ***(***) CPT Codes through Licensee
in any calendar year.
. With respect to any fees or charges payable to Licensee by End-Users for
access to Licensee's Internet-based services, the portion thereof which is
allocable to an End-User's right to access the Data shall not exceed *** ($***)
Dollars per month.
Solely with respect to such End-User usage of CPT Data, Licensor shall have the
right to have its internal or independent auditors audit the pertinent records
of Licensee, and Licensee shall provide access to such records upon reasonable
notice to Licensee. Except as set for below, such audit shall be conducted at
the sole cost of Licensor. In the event that such audit reveals an overage in
the permitted level of access to CPT Codes hereunder by more than *** (***) End-
Users, then Licensee shall reimburse Licensor for any royalties payable by
Licensor to the AMA with respect to each such End-User in excess of *** which
exceeds the access level permitted hereunder (not to exceed $*** per End-User),
as well as the out-of-pocket fees and costs of such audit. The right of Licensor
to receive additional renumeration under this provision shall be in addition to
any other rights which it may have and does not constitute a limitation on any
other remedies which Licensor may have hereunder or at law.
______________________
*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.
