Exhibit 10.1
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IN THIS DOCUMENT AN "#" INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE OFFICE OF THE
SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION TOGETHER WITH THE OMITTED
MATERIAL.
PARTICIPATION AGREEMENT
This Participation Agreement is entered into as of April 2, 2001 (the
"Effective Date") by and among Xxxxxx Foundation Health Plan of Georgia,
Inc., a Georgia corporation ("Kaiser"), Medix Resources, Inc., a Colorado
corporation "Medix"), and Cymedix Lynx Corporation, a Colorado corporation
wholly owned by Medix ("Cymedix" and, collectively with Medix, the "Company").
RECITALS
A. The Company is the developer and copyright owner of the Cymedix(R)
software product suite ("Cymedix Software") designed for physician practice
groups, hospitals and other healthcare provider organizations ("Providers")
to communicate vital medical, financial and administrative information over
the Internet on a secure basis with health plans and other payers or their
administrative intermediaries, clinical and radiology laboratories and
pharmacies (collectively, "Healthcare Participants") for processing standard
administrative transactions ("Healthcare Transactions"), with a view to
simplifying communications, improving patient care and reducing the cost of
that care. The Cymedix Software includes the Cymedix(R)Universal Interface
("CUI") for automating the process of acquiring patient-specific data from
Providers' existing practice management systems without re-keying.
B. The Company is implementing programs with various Healthcare
Participants to integrate the Cymedix Software with their data systems and
the practice management systems of Providers under contract with them for
the execution of Healthcare Transactions. Depending on the Company's
arrangements with Healthcare Participants in a particular region, the Cymedix
Software enables participating Providers to execute a broad range of
Healthcare Transactions relating to patient-specific health plan eligibility
and authorization processing, medical claims submission, acknowledgment and
processing, administrative messages, pharmaceutical prescriptions and
clinical laboratory and radiology orders and results.
X. Xxxxxx provides healthcare programs and services to members ("Plan
Members") through a network of Providers ("Plan Providers"), pharmacies and
clinical laboratories in the State of Georgia.
D. The parties have entered a letter of intent contemplating Xxxxxx'x
participation in a program (the "Program") to provide connectivity through
the Cymedix Software between Plan Providers and the data systems of Kaiser
and, at its election, designated clinical labs, pharmacies and third party
managers or administrators under contract with Kaiser ("Lab Groups,"
"Pharmaceutical Groups" and "TPA Groups," respectively) to facilitate the
execution by Plan Providers of Healthcare Transactions with Kaiser.
E. The parties desire to implement the Program on the terms and
conditions set forth in this Agreement.
Accordingly, the parties hereby agree as follows:
AGREEMENT
1. Definitions and Construction.
1.1 Definitions. As used in this Agreement, the following
terms have the respective meanings set forth below:
"Affected Transactions" has the meaning set forth in Section 6.4.
"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by or is under common control
with the Person in question.
"Agreement" means this Participation Agreement, as amended from time to
time.
"Applicable Law" means any legislation, regulation, rule or procedure
passed, adopted, amended or implemented by any federal, state or local
government or legislative body, or any notice of a decision, finding or
action by any governmental agency, court or other administrative third party
affecting the subject matter or performance of this Agreement, including
HIPAA and all regulations adopted thereunder, from and after the date
compliance therewith is mandated by the terms thereof.
"Baseline Data" has the meaning set forth in Section 5.4.
"Claim Transaction" means (a) a "Claim Submission," comprised of the
electronic submission by a Plan Provider, pharmacy or laboratory of a claim
for services to a single patient on the same date of service or for an RX
Order or Diagnostic Order, limited to six transaction lines, and involving
for each Claim Submission (i) edit checking based on Kaiser Message
Specifications, (ii) duplicate claims checking for both the service and date
of service for all claims submitted through the Cymedix Software and (iii)
match checking of Provider ID, physician ID, specialty and location for
correlation under the appropriate Kaiser contract, with the resubmission of a
Claim Submission by a Plan Provider or other Healthcare Participant resulting
from any error not caused by the Cymedix Software to be treated as a separate
Claim Submission, and (b) a "Claim Acknowledgment," comprised of an
electronic acknowledge of receipt by Kaiser or its designated Plan TPA of the
Claim Submission, together with an explanation of any rejection for failure
to satisfy required components, expressed in mutually acceptable codes
included in the Kaiser Message Specifications.
"Company" means Medix and Cymedix, collectively, and their successors
and permitted assigns.
"CPT" means the Physicians' Current Procedural Terminology, Fourth
Edition, a coding work of nomenclature and five-digit codes for reporting of
physician services developed by the American Medical Association, as
periodically updated, in the form and subject to the restrictions provided in
the CPT License Agreement for the use and sublicensing thereof.
"CPT License Agreement" means the American Medical Association CPT
License Agreement for Domestic Distribution between the American Medical
Association and Cymedix, a copy of which has been delivered to Kaiser.
"CUI" means the Cymedix(R)Universal Interface, a proprietary technology
developed by the Company for automating the process of acquiring relevant
patient-specific demographic, clinical and financial data from most existing
physician practice management and other legacy information systems or data
bases without re-keying. The CUI's one-step application print driver uses a
pre-defined template to extract desired information non-invasively for
seamless interaction with the Provider's desktop or other database. Data
extracted through the CUI may be stored in a local SQL database or forwarded
through a secured communication protocol to a web-based database.
"Cymedix" means Cymedix Lynx Corporation, a Colorado corporation, and
its successors and permitted assigns.
"Cymedix Software" has the meaning set forth in Recital A.
"Effective Date" means the date of this Agreement first set forth above.
"Eligibility Transaction" means the electronic submission of a request
by a Plan Provider for verification of a specific patient's eligibility for
coverage by Kaiser.
"Extension Period" has the meaning set forth in Section 4.5.
"Handheld Partners" means developers of Handheld Systems having
collaboration arrangements with the Company.
"Handheld Systems" means proprietary software and technology for
handheld and related devices designed to provide connectivity for the
execution of Healthcare Transactions in conjunction with the Cymedix Software.
"HCFA" means the United States Health Care Finance Administration.
"Healthcare Participants" has the meaning set forth in Recital A.
"Healthcare Transactions" means administrative transactions executed
through the Cymedix Software or Handheld Systems, including Eligibility
Transactions, Claim Transactions, Lab Transactions and PBM Transactions.
"HIPAA" means the Health Insurance Portability and Accountability Act
of 2000, as amended, and the regulations promulgated thereunder, as in effect
from time to time.
"Implementation Plan" has the meaning set forth in Section 3.3.
"Indemnified Party" and "Indemnifying Party" have the respective
meanings set forth in Section 7.1.
"Information" and "Medical Information" have the respective meanings
set forth in Section 10.1.
"Interface" has the meaning set forth in Section 3.3.
"Kaiser" means Xxxxxx Foundation Health Plan of Georgia, Inc., a
Georgia corporation, and its successors and permitted assigns.
"Kaiser Message Specifications" means all data tables, in mutually
acceptable ANSI formats complying with applicable HIPAA requirements, for
Pilot Transactions in accordance with the Implementation Plan, or for
additional Production Transactions as mutually determined by the Parties upon
any election by Kaiser to add those Production Transactions pursuant to
Section 2.3.
"Lab Groups" has the meaning set forth in Recital D.
"Lab Transaction" includes (a) a "Diagnostic Order," comprised of the
electronic transfer of a Plan Provider's order for specified clinical
laboratory services for one patient on a single occasion, and (b) a
"Diagnostic Result," comprised of the electronic transfer to a Plan Provider
of the results of the clinical laboratory services specified in a Diagnostic
Order.
"Liabilities" means judgments, penalties (including excise and similar
taxes), fines and amounts paid in settlement, including in each case any
interest assessments or other charges payable in connection therewith.
"Litigation Expenses" means reasonable expenses incurred in connection
with a Proceeding, including attorneys' fees, retainers and disbursements,
court costs, experts' fees, travel expenses and printing costs.
"Medix" means Medix Resources, Inc., a Colorado corporation, and its
successors and permitted assigns.
"Messaging Transaction" means (a) a "Provider Profile Transaction,"
comprised of the electronic submission by a Plan Provider of a Physician
Profile Data Record on a single physician within its practice group, with
each submission shall be treated as a separate Provider Profile Transaction,
(b) a "Provider Messaging Transaction," comprised of the electronic
submission by a Plan Provider of a message file, up to 500 KB, for
redirection to Kaiser through the Cymedix Software, with the Transaction Fee
rate to depend on whether the submission involves the extraction of
patient-specific information through the CUI, and (c) a "Medical Information
Transmission," comprised of the electronic transfer of medical information
for a single patient from one Plan Provider to another.
"New Features" has the meaning set forth in Section 6.3.
"New Rates" has the meaning set forth in Section 6.4.
"Party" means Kaiser, Medix, Cymedix or their respective successors or
permitted assigns.
"PBM Transaction" means (a) a "Patient Medication History," comprised
of the electronic submission to a Plan Provider of a patient-specific list
maintained by Kaiser of medications dispensed to a particular patient, (b) a
"Formulary Options Notice," comprised of the electronic transfer to a Plan
Provider of prescription drug formulary tables supplied by Kaiser, (c) a
"Drug Utilization Review," comprised of the electronic transfer to a Plan
Provider of data maintained or approved by Kaiser on a particular drug
utilization profile, (d) a "Drug to Drug Review," comprised of the electronic
transfer to a Plan Provider of data maintained by Kaiser on a particular drug
to drug interaction, and (e) an "Rx Order," comprised of the electronic
transfer of a Plan Provider's prescription for specified pharmaceutical drugs
for a single patient on a single occasion.
"Person" means an individual, any form of business enterprise,
including a corporation, limited liability company, partnership or limited
partnership, and any other juridical entity or its representative, including
a trust, trustee, estate, custodian, administrator, personal representative,
nominee or any other entity acting on its own behalf or in a representative
capacity.
"Pharmaceutical Groups" has the meaning set forth in Recital D.
"Physician Profile Data Record" means an electronic submission by a
Plan Provider of information including name, address, telephone number, fax,
email (if available) and tax identification number of a single physician
within the Provider group, together with any other information required for
the corresponding Physician Profile Transaction by the relevant Kaiser
Message Specifications.
"Pilot Criteria" has the meaning set forth in Section 2.2.
"Pilot Data" has the meaning set forth in Section 5.6.
"Pilot Phase" has the meaning set forth in Section 2.1.
"Pilot Providers" means Plan Providers (a) selected by the Company from
the Provider List based on geographic, transactional and technical
considerations, (b) having an aggregate of approximately 200 participating
physicians and (c) expressing a willingness to participate in the Pilot Phase.
"Pilot Transactions" has the meaning set forth ion Section 2.1.
"Plan Eligibility Data" means current eligibility data for all Plan
Members.
"Plan Members" has the meaning set forth in Recital C.
"Plan Providers" has the meaning set forth in Recital C.
"Plan TPA" means any TPA Group under contract with Kaiser identified on
Schedule 1.
"Proceeding" means any threatened, pending or completed action, suit or
proceeding initiated by a Person other than a Party, whether civil, criminal,
administrative, arbitrative or investigative, or any appeal therein.
"Production Phase" has the meaning set forth in Section 2.3.
"Production Transactions" has the meaning set forth in Section 2.3.
"Program" has the meaning set forth in Recital D.
"Program Team" has the meaning set forth in Section 5.1.
"Provider" has the meaning set forth in Recital A.
"Provider List" has the meaning set forth in Section 4.1.
"Provider Site" means a single Provider office or facility.
"Regulatory Action" means any Applicable Law which, in the good faith
opinion of counsel to either Party, if or when implemented (a) would have a
material adverse impact on that Party's reasonable expectations with respect
to the benefits conferred to it under this Agreement, (b) would have a
material adverse impact on the financial performance of that Party or (c)
would subject that Party or its Affiliates to civil or criminal prosecution
on the basis of its execution or performance of this Agreement.
"Residuals" means any information retained in the unaided memory of
employees of the receiving Party or its Affiliates with access to the
disclosing Party's Information pursuant to the terms of the Section 10.2. An
employee's memory shall be deemed unaided if the disclosed Information has
not been intentionally memorized by the employee for the purpose of retaining
and subsequently using or disclosing it to a third party but has been
retained solely as part of the employee's general skills, talent or
expertise. Residuals shall not include Medical Information.
"SEC" means the United States Securities and Exchange Commission.
"Territory" means the State of Georgia.
"TPA Groups" has the meaning set forth in Recital D.
"Transaction Fees" has the meaning set forth in Section 6.1.
1.2 Construction. Unless otherwise expressly provided herein,
all references to Recitals, Sections or Schedules refer to recitals, sections
or schedules to this Agreement. The Recitals and Schedules are hereby
incorporated in and made a part of this Agreement as if set forth in full
herein. All capitalized terms used in the Schedules and not otherwise
defined shall have the respective meanings ascribed to them in this
Agreement. In the event of a direct conflict between the provisions of a
Schedule and the body of this Agreement, the Schedules shall control.
2. Program Phases.
2.1 Pilot Phase. The Program will commence with a pilot phase
("Pilot Phase") for the deployment of the Cymedix Software with the Pilot
Providers. The objective of the Pilot Phase is to establish an electronic
communication link between the Pilot Providers and Kaiser or its designated
Plan TPA, enabling Kaiser to evaluate the viability of the link and the
functionality of the Cymedix Software. The applications available to Pilot
Providers during the Pilot Phase shall be limited to the following Healthcare
Transactions (collectively, "Pilot Transactions"):
(a) Claim Submissions;
(b) Claim Acknowledgements; and
(c) Eligibility Transactions to the extent included in the
Implementation Plan.
2.2 Pilot Criteria. The objectives of the Pilot Phase shall be
deemed to be achieved upon satisfaction of the following criteria (the "Pilot
Criteria") based on the Baseline Data, Pilot Data compiled in accordance with
Sections 5.5 and 5.6 and Pilot Provider feedback:
(a) the processing of Healthcare Transactions by the Pilot
Providers through the Cymedix Software for a period of (i) at least three
months for the first installation and (ii) at least three weeks for the last
installation;
(b) if Eligibility Transactions are included in the
Implementation Plan based on mutually acceptable response content provided
from Kaiser, a minimum 10% reduction in the average number of telephonic
eligibility checks initiated from Pilot Providers by the end of the Pilot
Phase; and
(c) a minimum 75% of claims submitted by Pilot Providers by the
end of the Pilot Phase will be effectively transmitted through the Company.
(d) participation of the targeted number of 200 Pilot Providers
submitting claims to Kaiser.
2.3 Production Phase. Unless extended by mutual consent of the
Parties, the Pilot Phase shall continue for 90 days after the initial
installment of Cymedix Software with a Pilot Provider pursuant to Section
4.3. At the end of the Pilot Phase, if Kaiser determines in its reasonable
judgment that the Pilot Criteria have been satisfied, the Program shall be
expanded to include additional Plan Providers in geographical regions within
the Territory designated by Kaiser and may include any Lab Groups,
Pharmaceutical Groups and TPA Groups designated by Kaiser (the "Production
Phase"). At the election of Kaiser at any time during the Production Phase,
the Healthcare Transactions available to Plan Providers participating in the
Production Phase may also be expanded to include additional components of the
Cymedix(R) product suite, subject to satisfaction of the associated
requirements pursuant to Section 3.4 (collectively "Production
Transactions").
3. Interface Development.
3.1 Internet Access Requirements. Throughout the continuation of
the Program, each of the Company and Kaiser or any designated Plan TPA will
maintain, at its own expense, the Internet access circuits and respective
computer equipment and software described on Schedule 2 for dedication to the
Program.
3.2 Data Delivery for Pilot Transactions. Within ten (10) business
days after the Effective Date, Kaiser will deliver to the Company, directly
or through any designated Plan TPA, in a mutually acceptable electronic
format, (a) Plan Eligibility Data in the Territory, (b) Physician Profile
Data Records for all Pilot Providers and (c) the form of notification
utilized by Kaiser for explanation of a rejected Claim Submission, expressed
in mutually acceptable codes and updated as appropriate within mutually
acceptable timeframes to keep the data current. As promptly as practicable
following receipt of the foregoing information, the Company will make any
required conforming modifications to the Cymedix Software to be installed
with Pilot Providers.
3.3 Interface Development for Pilot Transactions. The Parties will
use commercially reasonable efforts to complete, within ten (10) business
days after the Effective Date, a plan for implementation (an "Implementation
Plan") of the Pilot Phase, including a list of all data tables required for
incorporating Kaiser Message Specifications for the Pilot Transactions. Upon
its receipt of those Kaiser Message Specifications, the Company will dedicate
adequate resources and otherwise use reasonable commercial efforts to
develop, within seventy (70) days, software interfaces between the Cymedix(R)
Host and the data center of Kaiser or any designated Plan TPA (each, an
"Interface") for each application comprising the Pilot Transactions. The
Parties will cooperate and otherwise use reasonable commercial efforts to
complete all testing of the Interfaces for the Pilot Transactions within
twenty (20) days after the Company's completion of executable software for
those Interfaces. Within that time frame, the Company will also be
responsible for modifying the Cymedix Software to the extent required for
Claim Submissions in a format compatible with the data systems of Kaiser or
any designated Plan TPA, and Kaiser will be responsible for developing a
mutually acceptable format for Claim Acknowledgments
3.4 Data Delivery and Interface Development for Other Production
Transactions. If Kaiser elects to expand the Program to include additional
Production Transactions as contemplated by Section 2.3, it will provide
written notice of its election to the Company, which will provide Kaiser or
any designated TPA with (a) any information requirements for those Production
Transactions, upon receipt of which the Company will make any required
conforming modifications to the Cymedix Software installed or to be installed
with Plan Providers, and (b) all data tables required for completion of the
Kaiser Message Specifications for those Production Transactions. Upon
receipt of the foregoing information and Kaiser Message Specifications, the
Parties will allocate responsibilities for software development and related
expenses and otherwise use their reasonable commercial efforts to complete
and test Interfaces for those Production Transactions within ninety (90)
days, subject to the rights and restrictions set forth in Sections 3.6
and 3.7.
3.5 Updated Specifications. Throughout the continuation of the
Program, Kaiser will provide the Company with notice of any modifications to
all previously delivered information and Kaiser Message Specifications at
least thirty (30) days prior to their implementation. The notice shall be
accompanied by updates to the modified Kaiser Message Specifications in a
mutually acceptable electronic format, upon receipt of which the Company will
dedicate adequate resources and otherwise use reasonable commercial efforts
to complete modifications to the corresponding Interfaces within thirty (30)
days, subject to allocation of responsibilities for associated software
development and related expenses and to the rights and restrictions set forth
in Sections 3.7 and 3.8.
3.6 Technical Support and Expense Allocation. At the election of
Kaiser, the Company will make its technical personnel available to assist in
the preparation of Kaiser Message Specifications at an hourly rate of $#,
together with reimbursement of their related expenses. The Company will also
assist Kaiser at its request in the installation and testing of Interfaces at
the same hourly rate. Except as provided herein or as contemplated by
Sections 3.4 and 3.5, each Party will bear its own expenses for performing
its undertakings in this Section 3.
3.7 License Rights. As part of its development of the Interfaces,
the Company shall have a nonexclusive, perpetual, unlimited and worldwide
license to use, make, modify and create derivative works from the Kaiser
Message Specifications delivered pursuant to this Section 3. Upon
termination or expiration of this Agreement, each Party will cease all use of
the Interfaces developed for Kaiser under this Section 3 for the execution of
Healthcare Transactions by Plan Providers.
3.8 Retention of Rights. Title to the Interfaces and the Cymedix
Software, including modifications, optional modules, new versions, new
products, custom programming, documentation and all derivative works, shall
at all times remain and vest solely with the Company. Kaiser agrees that it
will not claim or assert title to any of the foregoing material or attempt to
transfer any title therein to any third party, and will not modify the
Interfaces developed for it under this Section 3 without the Company's
written consent. Nothing contained herein shall be construed as a grant of
any copyright or other proprietary rights in the Cymedix Software or related
documentation.
3.9 CPT Sublicense. Kaiser acknowledges that Claim Submissions
involve utilization of CPT nomenclature and codes, and its participation in
the Program subjects it to the obligations of a VAR, as defined in paragraph
10 of the CPT License Agreement. Accordingly, at any time that Plan
Providers are entitled to initiate Claim Submissions under the Program,
Kaiser will comply with the requirements set forth in CPT Checklist III of
the CPT License Agreement, the terms of which are incorporated herein by
reference, except to the extent Kaiser is bound by different terms under any
direct license with the American Medical for CPT codes and nomenclatures.
The Company will update the Cymedix Software to include any updated CPT
nomenclature and codes adopted under the CPT License Agreement and will
provide Kaiser with a copy of any related documentation.
4. Deployment.
4.1 Provider Data. Within three (3) business days after the
Effective Date, Kaiser will deliver to the Company, directly or through any
designated Plan TPA, a list of Plan Providers in the Territory (the "Provider
List"). The Provider List shall set forth, to the extent available for each
listed Plan Provider, (a) the name of the Provider group, (b) the number of
physicians in the group, (c) the address, telephone number and estimated
monthly volume of Claims Submissions of the group and (d) the names and
specialties of the physicians in the group. During the Production Phase, if
implemented, Kaiser will use its reasonable efforts to provide the Company
with the foregoing information, to the extent available, for Plan Providers
in additional regions of the Territory then included in the Program and to
keep the Provider List current on a periodic basis.
4.2 Pilot Provider Selection. Upon receipt of the Provider List,
the Company will perform a technical analysis of the hardware, software and
platforms maintained by the listed Plan Providers. The results of that
analysis will be used by the Company in selecting Pilot Providers, a listing
of which will be furnished to Kaiser as soon as practicable.
4.3 Provider Installation and Support. The Company will be
responsible for installing and testing the Cymedix Software at the Provider
Sites of Plan Providers participating in the Program, commencing with the
Pilot Providers. Throughout the continuation of the Program, the Company
will provide technical support to Plan Providers participating in the Program
through a toll free phone number or its website.
4.4 Execution of Pilot Transactions. During the Pilot Phase, the
Company will maintain the Interfaces to enable Pilot Providers to execute
Pilot Transactions in accordance with the applicable Kaiser Message
Specifications. When Eligibility Data is updated in accordance with Section
3.5, the Company will update its corresponding data base on a real time or as
close as practicable to a real time basis not exceeding one (1) business day
except in the case of unforseen technical failures.
4.5 Timeliness of Deliveries. In the event that Kaiser fails to
timely satisfy its undertakings in the Implementation Plan or in Section 3.2
or Section 4.1 and the resulting delays impair the ability of the Company to
demonstrate its satisfaction of the Pilot Criteria within the period
contemplated under Section 2.2, the Pilot Phase will be extended for an
additional period approximating the length of those delays (the "Extension
Period").
4.6 Execution of Production Transactions. Throughout the
continuation of the Program, the Company will maintain the Interfaces to
enable Plan Providers participating in the Program to execute Production
Transactions in accordance with the Kaiser Message Specifications delivered
for those Healthcare Transactions.
4.7 Access through Handheld Systems. The Company will provide Plan
Providers participating in the Program with the opportunity to add
connectivity through Handheld Systems for Production Transactions available
through the Handheld Partners. The licenses granted to the Company under
this Agreement shall extend to the Handheld Partners for Healthcare
Transactions executed through their respective Handheld Systems.
4.8 HIPAA Compliance. Each Party shall be responsible, at its own
expense, for any modifications to its software systems or procedures required
by regulations adopted under HIPAA, to the extent applicable to that Party,
on or before the effectiveness of those regulations to that Party.
5. Participation of Kaiser.
5.1 Appointment of Program Teams. Throughout the continuation of
the Program, each Party will coordinate its participation in the Program
through a group of qualified personnel (each, a "Program Team"). Each Party
will use reasonable commercial efforts to ensure that appropriate personnel
from its Program Team will be available meet in person or by telephonic
conferencing on at least a bi-monthly basis for the foregoing purpose during
the Pilot Phase. The names and contact information of the current members of
the Program Teams are set forth on Schedule 3. The Company will also make
its technical personnel available to participate in meetings with the Program
Teams requiring their participation and will provide sufficient training to
enable members of Xxxxxx'x Program Team to demonstrate all functions of the
Cymedix Software made available to Plan Providers hereunder.
5.2 Program Promotion. During the Production Phase, Kaiser will
assist the Company in introducing the Cymedix Software to Plan Providers
and encouraging their participation in the Program. At its election, Kaiser
will also assist the Company with arrangements for participation in the
Program by any Lab Groups, Pharmaceutical Groups or TPA Groups that would be
instrumental in facilitating Lab Transactions, PBM Transactions or Claim
Transactions by Plan Providers.
5.3 Presentations. Upon reasonable prior notice from the Company,
members of the Program Team will participate in field presentations organized
by the Company to familiarize Plan Providers or other Healthcare Participants
with the benefits of the Cymedix Software.
5.4 Baseline Data. Upon selection of the Pilot Providers, Kaiser
will establish baseline statistics for its claims submissions and eligibility
checks by Pilot Providers. During the next thirty (30) days, Kaiser will
monitor (a) the use of the member services telephone line by each Pilot
Provider for telephonic eligibility checks and (b) the number of claims
submitted and percentage of claims denied for failure to satisfy Kaiser
specifications ("Baseline Data").
5.5 Pilot Data. Within sixteen (16) days after the end of each
month during the Pilot Phase, (a) the Company will submit to Kaiser a report
identifying, for each Pilot Provider, (i) the total number of Claim
Submissions initiated by the Provider through the Cymedix Software and (ii)
the number of those Claim Submissions accepted by the edit checking function
of the Cymedix Software in accordance with the Kaiser Message Specifications,
and (b) Kaiser will compile reasonably detailed data for each Pilot Provider,
based on that Provider's use of Cymedix Software, covering (i) the number of
telephonic eligibility checks initiated by the Provider and (ii) the
acceptance rate for Claims Submissions by Pilot Providers as determined by
the applicable requirements included in the Kaiser Message Specifications
("Pilot Data").
5.6 Cost-Benefit Data. Kaiser will maintain reasonably detailed
data on its administrative costs for Production Transactions and will provide
the Company, at its request, with access to that data, together with
benchmark data for Xxxxxx'x corresponding costs prior to implementation of
the Program The Company shall have the right to utilize that data (a) to
prepare cost-benefit analyses of Xxxxxx'x participation in the Program for
internal evaluation by the Company and review by Kaiser, (b) to prepare
cost-benefit analyses of all programs for use of the Cymedix Software, based
on aggregated data for all participants in those programs as long as
Production Transactions account for less than 33% of the aggregated data, for
use in periodic SEC reports as well as marketing materials and activities of
the Company, without attribution to any particular participant in those
programs, and (c) to prepare summaries of the foregoing analyses, with
attribution to Kaiser and other participants, subject to Xxxxxx'x prior
review, reasonable editorial modifications and written consent, which Kaiser
may withhold in its discretion, for use in the Company's periodic SEC reports
and marketing materials and activities.
6. Transaction Fees.
6.1 Pilot Phase. Transaction Fees that would otherwise be payable
by Kaiser for Healthcare Transactions executed by Plan Providers through the
Cymedix Software ("Transaction Fees") will be waived by the Company during
the Pilot Phase.
6.2 Production Phase. During the Production Phase, the Company
shall be entitled to Transaction Fees for each separate Production
Transaction executed through the existing suite of Cymedix Software products,
payable by Kaiser at the rates set forth on Schedule 4 within thirty (30)
days after Xxxxxx'x receipt of a Transaction Fee invoice from the Company.
6.3 New Features. Upon introduction to the Cymedix Software of
additional or enhanced products or services ("New Features"), the Company
will establish Transaction Fees for the New Features and offer Kaiser the
option to either make the New Features available to its Plan Providers,
subject to the associated rate changes, or defer their deployment and retain
the prevailing rate structure.
6.4 Rate Changes. The Transaction Fee rates set forth on Schedule 4
shall not be increased during the first year of the Production Phase. If the
Company thereafter elects to increase Transaction Fee rates ("New Rates") for
any Production Transactions then sponsored by Kaiser ("Affected
Transactions"), it will provide written notice to Kaiser least forty-five
(45) days prior to implementing the New Rates, which will not be further
increased for at least one year after implementation and shall not represent
an annual increase in excess of # percent (#%). Kaiser shall have the
option, during the notice period, to (a) continue sponsoring the execution of
Affected Transactions by Plan Providers, subject to the New Rates upon
expiration of the notice period, (b) exclude one or more of the Affected
Transactions from the applications available to Plan Providers through the
Cymedix Software and the Handheld Systems upon expiration of the notice
period, or (c) terminate this Agreement pursuant to Section 12.1(a).
6.5 Duration of Fee Obligations. The obligations of Kaiser under
this Section 6 shall commence at the initiation of the Production Phase upon
satisfaction of the Pilot Criteria in accordance with Section 2.3 and shall
continue as long as any Plan Providers continue to use the Cymedix Software
or Handheld Systems to execute Production Transactions. In the event that
Kaiser terminates the agreement under Section 12.2, Kaiser shall have no
obligation to pay Transaction Fees for Healthcare Transactions executed after
the termination date, and the Company shall have no obligation to accept
submissions for Production Transactions through the Cymedix Software.
7. Representations and Warranties of the Company. Each of Medix and
Cymedix represents and warrants to Kaiser that (a) this Agreement has been
duly authorized by all requisite corporate action on its behalf and
constitutes its legal, valid and binding obligation, enforceable against it
in accordance with its terms, (b) its execution and performance of this
Agreement will not violate any Applicable Law or any contract under which it
is bound, (c) the Cymedix Software (i) meets or exceeds the requirements for
encryption of authentications and identifications as set forth in the HCFA
Internet Security Policy issued on November 24, 1998 and (ii) complies in all
respects with all applicable requirements under HIPAA, and (d) the Company
(i) owns or has valid licenses to all intellectual property rights relating
to the Cymedix Software and (ii) has all proprietary rights necessary to
deploy the Cymedix Software in the manner contemplated by this Agreement
without infringing any intellectual property rights of third parties.
8. Representations and Warranties of Kaiser. Kaiser represents and
warrants to the Company that (a) this Agreement has been duly authorized by
all requisite corporate action on behalf of Kaiser and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms, and (b) the execution and performance of this Agreement by Kaiser will
not violate any Applicable Law or any contract under which it is bound.
9. Indemnification.
9.1 Indemnification Obligation. Subject to the limitation set forth
in Section 13, each Party (an "Indemnifying Party") will indemnify and hold
harmless the other Party and its shareholders, directors, officers, employees
and agents (each, an "Indemnified Party") from and against any and all
judgments, penalties, fines and amounts paid in settlement (including any
interest assessments or other charges payable in connection therewith)
(collectively, "Liabilities"), and all reasonable expenses, including
attorneys' fees, retainers and disbursements, court costs, experts' fees,
travel expenses and printing costs (collectively, "Expenses"), incurred by
the Indemnified Party in connection with any threatened, pending or
completed Proceeding to which the Indemnified Party is, was or at any time
becomes a party, arising from the breach by the Indemnifying Party of its
representations, warranties and obligations under this Agreement.
9.2 Advancement of Expenses. Upon written request by the
Indemnified Party, the Indemnifying Party shall promptly advance all Expenses
incurred by or on behalf of the Indemnified Party. The request shall contain
a reasonably detailed description of the Expenses or, to the extent available
to the Indemnified Party, documentation evidencing the amount of the
Expenses. The Indemnified Party's right to advancement of Expenses shall be
conditioned upon its agreement to repay amounts advanced if it is ultimately
determined that the Indemnified Party is not entitled to be indemnified for
those Expenses under this Agreement.
9.3 Notice and Defense of Claim. (a) The Indemnified Party shall
promptly notify the Indemnifying Party in writing of the commencement of any
Proceeding for which indemnification may be claimed hereunder, provided that
any failure to so notify the Indemnifying Party shall not relieve it from its
obligations under this Agreement. If it receives notice of a Proceeding
from the Indemnified Party, the Indemnifying Party may participate in the
Proceeding at its own expense and will be entitled to assume the defense
thereof with counsel reasonably satisfactory to the Indemnified Party unless
counsel for the Indemnifying Party reasonably concludes that there would be a
conflict of interest between the Indemnifying Party and the Indemnified Party
in the Proceeding. If the Indemnifying Party assumes the defense of the
Proceeding, it shall not be liable to the Indemnified Party for any Expenses
subsequently incurred in connection with the defense thereof, except to the
extent that the Indemnifying Party authorizes the Indemnified Party to engage
separate counsel or the Indemnifying Party or its counsel fails to act with
reasonable diligence in assuming the defense of the Proceeding, in each of
which events all Expenses thereafter incurred by the Indemnified Party for
employing separate counsel shall be subject to indemnification hereunder. In
no event shall the Indemnifying Party be obligated for the Expenses of more
than one separate counsel to represent all Indemnified Parties in a
particular Proceeding.
(b) Without the prior written consent of the Indemnified
Party, the Indemnifying Party shall not settle any Proceeding, permit a
default judgment to be entered therein or consent to the entry of any adverse
judgment therein unless the settlement, compromise or consent includes an
unconditional release in favor of the Indemnified Party by all claimants from
any liability therein.
(c) The Indemnifying Party shall not be liable to indemnify
the Indemnified Party under this Agreement for any amounts paid in settlement
of a Proceeding effected without its written consent, which the Indemnifying
Party shall not unreasonably withhold or delay.
9.4 Nonexclusivity. The rights of the Indemnified Party under this
Agreement shall not be deemed exclusive or in limitation of any other rights
to which the Indemnified Party may be entitled under any agreement or
otherwise.
9.5 Other Payments. The Indemnifying Party shall not be liable to
make any payment under this Agreement to the extent that the Indemnified
Party has received payment from a third party of the amounts otherwise
payable by the Indemnifying Party hereunder.
9.6 Subrogation. The Indemnifying Party shall be subrogated, to the
extent of any indemnification payment under this Agreement, to all related
rights of recovery of the Indemnified Party, and the Indemnified Party shall
take all actions necessary to secure the Indemnifying Party's recovery rights
and perfect its ability to enforce those rights.
10. Confidentiality.
10.1 Confidential Information. The Parties acknowledge that their
discussions and participation in the Program will entail the exchange of
confidential information of the other Party, including technical
specifications for the Cymedix Software, the data systems of Kaiser or any
designated Plan TPA, provider information and information about their
respective costs, profits, markets, sales, products, key personnel, pricing
policies, operational methods, concepts, technical processes, applications
and other trade secrets, as well as other business affairs and methods not
generally available to the public (collectively, the "Information"). The
Parties also acknowledge that data transmitted by Plan Providers through the
Cymedix Software will include patient-specific medical information, medical
records, payment information enrollment information and member lists
("Medical Information").
10.2 Confidentiality Obligations. Each Party agrees that, subject
to the exceptions set forth below, during the term of this Agreement
(including any extension under Section 12.1)and thereafter as required by
Applicable Law, it (a) shall keep all Information of the other Party strictly
confidential, (b) shall not disclose any Information of the other Party to
any of its or its affiliates' employees or agents, other than those who have
a need to know and are subject to confidentiality obligations substantially
similar to those provided herein, (c) shall not disclose any Information of
the other Party to anyone other than the foregoing employees and agents,
except with the other Party's prior written consent, (d) except as provided
herein, shall not use any Information of the other Party, directly or
indirectly, for its own benefit or the benefit of any affiliate, including
the trading of any securities of the other Party or acting as a "tipper" in
connection therewith, (e) shall take all reasonable steps necessary to
prevent any breach of the foregoing obligations by any of its or its
affiliates' employees or agents who receive or have access to Information of
the other Party and (f) shall not modify, reverse engineer, decompile, create
other works from or disassemble any software programs contained in the
Information of the other Party. Each Party further agrees that nothing
contained in this Agreement shall be construed as granting any property
rights, by license or otherwise, to any Information of the other Party or to
any patent, copyright, trademark or other intellectual property right issued
or issuable on the basis of that Information.
10.3 Exceptions. For purposes of this Agreement, Information
shall not include information that (a) is in the public domain at the time of
disclosure to the recipient, (b) become part of the public domain after
disclosure to the recipient through no fault, act or failure to act, error or
breach of this Agreement by the recipient, (c) constitutes Residuals or (d)
is required by order, statute or regulation of any government authority to be
disclosed to any court or other body, provided that the recipient shall
notify the disclosing Party thereof to afford it the opportunity to obtain a
protective order or other relief. In the absence of that relief on a timely
basis, the recipient shall be entitled to furnish the court or other body
with Information necessary, based on a written opinion of counsel, to prevent
it from being held in contempt or subjected to a similar penalty, provided it
has used its best efforts to obtain confidential treatment for the disclosed
Information. Subject to the terms and conditions of this Agreement, either
Party may use Residuals for any purpose, including use in the development,
manufacture, promotion, sale and maintenance of its products and services,
provided that the right to use Residuals shall not constitute or result in a
license under any patents, copyrights, trademarks or maskworks of the
disclosing Party.
10.4 Return of Information. Within five business days of a
written request for the return of Information by a disclosing Party during
the term of this Agreement or after its expiration or termination, all copies
thereof in any media within the possession of the receiving Party or its
representatives shall be returned to the disclosing Party, together with any
reports, computer files, memoranda or other materials prepared by or for the
recipient on the basis of that Information.
10.5 Medical Information. Each Party shall preserve the
confidentiality and privacy of all Medical Information in its possession in
accordance with Applicable Law, and no provision of this Agreement shall be
construed to limit or dilute the nature or duration of that obligation.
10.6 Remedies for Breach. Each Party acknowledges that damages at
law will be an insufficient remedy in the event that it violates the terms of
this Section 10 and that the other Party may apply for and obtain immediate
injunctive relief in any court of competent jurisdiction to restrain the
breach or threatened breach of the undertakings and covenants contained
herein.
11. Publicity. Neither Party will use the name of the other Party in
any marketing, advertising or other public announcement about the subject
matter of this Agreement without the other Party's prior written consent,
except for a disclosure required by Applicable Law (subject to a Party's
obligation to prevent disclosure in accordance with Applicable Law). In all
other cases, a Party desiring to make a public disclosure (the "Issuer") will
submit a draft thereof to the other Party for its prior written approval,
which shall not be unreasonably withheld or delayed.
12. Term; Termination.
12.1 Term. The term of this Agreement shall be three (3) years,
commencing on the Effective Date and expiring on the third anniversary
thereof, subject to earlier termination under Section 12.2 and to automatic
extension for additional one-year periods unless either Party notifies the
other Party within 120 days prior to the scheduled extension date that it
elects to forego the extension. The obligations of the parties under
Sections 6, 9, 10 and 11 shall survive the expiration or termination of this
Agreement.
12.2 Termination. (a) Either Party may terminate this Agreement
(i) upon notice to the other Party if the Pilot Criteria are not satisfied,
(ii) upon notice that the other Party has committed a material breach of one
or more of its material obligations hereunder and has failed to cure the
breach within 30 days of written notice by the non-breaching Party,
specifying the nature of the breach in reasonable detail, or (iii) if the
Parties receive notice or otherwise become aware of any Regulatory Action
and, acting in good faith, are unable to make amendments to this Agreement
necessary to comply with the Regulatory Action within thirty (30) days
thereafter or, alternatively, jointly determine in good faith during that
30-day period that compliance with the Regulatory Action is impossible or
infeasible, whereupon this Agreement shall be terminated at the end of that
30-day period, and (b) Kaiser may terminate this Agreement without cause at
any time upon thirty (30) days prior written notice to the Company.
13. Limitation of Liability. Any liability arising under this
Agreement, other than Section 10, shall be limited to direct damages or
indemnification not to exceed $1,000,000 for any single matter, claim or
Proceeding. No Party shall have any liability to any other Party or any
third party for any indirect, special, consequential or speculative damages,
including lost profits, lost data, loss of opportunity, loss of use or costs
of procuring substitute goods or services, business interruptions and loss of
profits, irrespective of any advance notice of the possibility thereof.
These limitations shall apply notwithstanding the failure of the essential
purpose of any limited remedy.
14. Independent Contractors. Each Party will act as an independent
contractor hereunder, with sole responsibility for its own operations,
personnel and operating expenses, and nothing contained in this Agreement
will be construed to create a partnership or joint venture between the
Parties.
15. Assignability. This Agreement and a Party's rights and
obligations hereunder may not be assigned for any reason without the written
consent of the other Party, except that no consent shall be required for (a)
an assignment by Kaiser to any of its Affiliates or any acquirer thereof,
regardless of the form of acquisition, (b) a merger of Cymedix into Medix or
(c) a reincorporation of Medix under the laws of the State of Delaware.
16. Waiver of Provisions. The waiver of compliance at any time with
any of the provisions, terms or conditions contained in this Agreement will
not be considered a waiver of the provision, term or condition itself or of
any of the other provisions, terms or conditions hereof. Any waiver
hereunder must be express and in writing by the Party agreeing to waive any
right hereunder.
17. Construction. Unless otherwise expressly provided herein, all
references to Sections or Schedules refer to sections or schedules to this
Agreement. The Schedules are hereby incorporated in and made a part of this
Agreement as if set forth in full herein. All capitalized terms used in the
Schedules and not otherwise defined shall have the respective meanings
ascribed to them in this Agreement. The headings and captions in this
Agreement and the Schedules are for convenience and identification only and
are in no way intended to define, limit or expand the scope and intent of
this Agreement or any provision hereof.
18. Integration. This Agreement, including the Schedules, together
with the provisions of the CPT License Agreement incorporated herein pursuant
to Section 3.9, contains the entire agreement of the parties with respect to
the subject matter hereof.
19. Amendment. This Agreement will not be amended or modified
except by a written instrument signed by both parties.
20. Governing Law: This Agreement and the rights and obligations of
the parties will be governed by and construed in accordance with the laws of
the State of Georgia, excluding any conflict of laws rules of that State or
other principle that might refer the governance or construction of this
Agreement to the laws of another jurisdiction.
21. Nondiscrimination and Medicare. The Company recognizes that as a
governmental contractor Kaiser is subject to various federal laws, executive
orders and regulations regarding equal opportunity and affirmative action
which also may be applicable to subcontractors. Therefore, the Company
agrees that any and all applicable equal opportunity and affirmative action
clauses from the Federal Acquisition Regulation (FAR) at 48 CFR Part 52 shall
be incorporated herein by reference as required by federal laws, executive
orders, and regulations, including the following FAR clauses: (a) Equal
Opportunity (Feb. 1999) at FAR 52.222-26; (b) Affirmative Action for Disabled
Veterans of the Vietnam Era (April 1998) at FAR 52.222-35; (c) Affirmative
Action for Workers with Disabilities (June 1998) at FAR 52.222-36, and (d)
Small Business Subcontracting Plan (Oct. 1999) at FAR 52.219-9. If this
Agreement is determined to be subject to the provisions of Section 952 of
P.L. 96-499, which governs access to books and records of subcontractors of
services to Medicare providers where the cost of value of such services under
the contract exceeds $10,000.00 over a 12-month period, then the Company
agrees to permit representatives of the Secretary of the Department of Health
and Human Services and of the Comptroller General to have access to the
contract and books, documents and records of the Company, as necessary to
verify the costs of the contract, in accordance with criteria and procedures
contained in applicable Federal regulations.
22. Binding Effect. The terms, conditions and provisions of this
Agreement and all obligations of the parties will inure to the benefit of,
and be binding upon, the parties hereto and their respective successors and
permitted assigns.
23. Severability. Except as otherwise provided in Section 12.2(b),
the invalidity or unenforceability of any provision of this Agreement shall
not affect any other provision hereof, and the remainder of this Agreement
shall be construed as if the invalid or unenforceable provision were omitted.
24. Notices. Any notice given under this Agreement will be made in
writing and will be deemed to have been duly given or made if delivered
personally, or mailed (postage prepaid by registered or certified mail), or
sent by facsimile to the parties at their respective addresses set forth
below. Any notice so sent will be deemed to have been given or delivered at
the time that it is either (i) personally delivered or (ii) within two
business days after the date deposited in the United States mail or one
business day after delivery to an overnight courier, if sent by mail or
courier, or (iii) when receipt is acknowledged, if sent by facsimile, as the
case may be. Any Party may change its address by giving notice in writing,
stating its new address, to the other Party.
If to Kaiser:
Xxxxxx Foundation Health Plan of Georgia
Nine Piedmont Center
0000 Xxxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxxxxxx,
Director, Health Plan Operations
If to the Company:
Medix Resources, Inc.
000 Xxxxxxx Xxxxxx - Xxxxx 0000
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx,
President and Chief Executive Officer
With a copy to:
Medix Resources, Inc.
0000 X. Xxxxxxxxx Xxxxxx - Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx,
General Counsel
25. Counterparts. This Agreement may be executed in any number of
separate counterparts that together will constitute but one and the same
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
MEDIX RESOURCES, INC.
By:/s/Xxxx X. Xxxxxxx
Name: Xxxx Xxxxxxx,
Title: President and Chief Executive Officer
CYMEDIX LYNX CORPORATION
By:/s/Xxxx X. Xxxxxxx
Name: Xxxx Xxxxxxx,
Title: Chairman of the Board
XXXXXX FOUNDATION HEALTH PLAN
OF GEORGIA, INC.
By:/s/Xxxx Xxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxx
Title: Director, Health Plan Operations
Schedule 1
PLAN TPA DESIGNATION
Plan TPA Designation
In accordance with Section 2.1 of the Participation Agreement, any Plan
TPA designation and contact information is provided below.
Plan TPA Designation ___
Name and contact information of Plan TPA, if designated:
Schedule 2
INTERNET ACCESS
In accordance with Section 3.1 of the Participation Agreement, the
following Internet connectivity scheme or its equivalent shall be maintained
between the Company and the data center of Kaiser or any designated Plan TPA
for execution of Healthcare Transactions by Plan Providers through the
Cymedix Software. Transmissions will be processed by a connection between
the Cymedix(R)Host and the data system Kaiser or any designated Plan TPA via
a secured VPN connection. The following diagram depicts the hardware and
communication configuration. The Company will be responsible for the VPN
router and web servers depicted within the Company's data center. Kaiser or
any designated Plan TPA will be responsible for the computer equipment,
software and Internet access circuit depicted within Kaiser data center.
Data will be transmitted over the VPN network system via a TCP/IP
transmission protocol and formatted in accordance with the Kaiser Message
Specifications.
Schedule 3
CONTACT INFORMATION FOR PROGRAM TEAMS
Kaiser:
Xxxxx Xxx
Director Business Systems Administration
Affiliated Healthcare Operations
Interchange Building
0000 Xxxxxxxxx Xxxxxxxx Xxxx - Xxxxx 000
Xxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
Email: xxxxx.xxx@xx.xxx
Xxxxx X. Xxxxxx
Senior Project Manager
Xxxxxx Permanente Information Technology
Georgia Region
Interchange Building
0000 Xxxxxxxxx Xxxxxxxx Xxxx - Xxxxx 000
Xxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
Email: xxxxx.xxxxxx@xx.xxx
Xxxxxxx Xxxxx
Director Affiliated Healthcare Operations
Xxxxxx Permanente
Nine Piedmont Center
0000 Xxxxxxxx Xxxx, XX
Xxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
Email: xxxxxxx.xxxxx@xx.xxx
The Company:
Xxxxxxx Xxxx
Implementation Project Manager
Medix Resources, Inc.
000 Xxxxxxx Xxxxxxx - Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: XXxxx@xxxxxxx.xxx
Xxxxx Xxxxxxxx
Senior Vice President - Corporate Development
Medix Resources, Inc.
000 Xxxxxxx Xxxxxxx - Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: XXxxxxxxx@xxxxxxx.xxx
Xxx Xxxxx
Vice President - Strategic Accounts
Medix Resources, Inc.
000 Xxxxxxx Xxxxxxx - Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: XXxxxx@xxxxxxx.xxx
Xxxxx Xxxxx
Executive Vice President and Chief Technology Officer
Medix Resources, Inc.
000 Xxxxx Xxxx
Xxx Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: XXxxxx@xxxxxxx.xxx
Schedule 4
TRANSACTION FEES
Upon commencement of the Production Phase of the Program, the Company
shall be entitled to Transaction Fees at the rates set forth in the table
below, subject to Section 6.4 of the Participation Agreement, for the initial
Production Transactions executed through the Cymedix Software and the
Handheld Systems by Plan Providers participating in the Program.
Transaction
Healthcare Transaction Fee
---------------------- ---------
Eligibility Transaction...............................$ #
Claims Transaction:
Claim Submission................................... #
Claim Acknowledgment............................... #
During the Production Phase of the Program, to the extent Kaiser elects
to introduce additional Production Transactions to the Program in accordance
with Section 2.3 of the Participation Agreement, the Company shall be
entitled to Transaction Fees at the rates determined as set forth in the
table below, subject to Sections 6.3 and 6.4 of the Participation Agreement,
for the following Healthcare Transactions executed through the Cymedix
Software and the Handheld Systems by Plan Providers participating in the
Program.
Transaction
Healthcare Transaction Fee
---------------------- ---------
Claim Status.......................................... *
PBM Transaction:
Patient Medication History......................... *
Formulary Options.................................. *
Drug Utilization Review............................ *
Drug Interaction Review............................ *
Rx Order........................................... *
Lab Transaction:
Diagnostic Order................................... *
Diagnostic Result.................................. *
Messaging Transaction, if initiated by Kaiser or its designated
TPA:
Provider Profile Transaction:
Initial physician submission..................... *
Physician update................................. *
Provider Messaging Transaction:
Without use of CUI............................... *
With use of CUI.................................. *
Medical Information Transmission................... *
---------------------
* To be quoted prior to adding these Healthcare Transactions as
Production Transactions. If any quoted Transaction Fees are subject to
specified rate reductions at volume thresholds, those thresholds shall be
determined on the basis of cumulative transaction volumes for the specified
type of Production Transaction. Once a specified transaction volume
threshold for that type of Production Transaction is reached, the reduced
Transaction Fee rate shall apply to each subsequently executed Production
Transaction in that category, subject to any further volume discounts quoted
by the Company.
