EXHIBIT 10.2
FIRST AMENDMENT TO SOFTWARE LICENSE AGREEMENT
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(Insur-Web and Insur-Enroll)
This First Amendment Software License Agreement (this "Amendment") is made
and entered into by and between XxxxxxXxxx.xxx, Inc., a Pennsylvania corporation
("Healthaxis"), and UICI, a Delaware corporation ("UICI"), as of the 24th day of
September, 2001.
WHEREAS, HealthAxis and UICI previously entered into that certain Software
License Agreement (the "License Agreement") dated as of January 25, 2001,
setting forth the terms and conditions pursuant to which UICI licenses certain
software and web-enabling technology from HealthAxis; and
WHEREAS, UICI and Healthaxis desire to amend the License Agreement as
provided herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein and in the License Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Healthaxis and UICI do hereby agree as follows:
1. In order to compress the timeframe during which UICI has the right to cease
using the Licensed Software and Terminate the License Agreement and receive
a refund of the License Fee, Section 4.1 of the License Agreement is hereby
superceded and replaced in its entirety by the following:
"4.1 License Fee. In consideration of grant of the license by
HealthAxis as provided in Article II hereof, UICI shall pay to
HealthAxis the license fee (the "License Fee") as provided in Part I of
Exhibit "B" attached hereto. The License Fee is a one-time charge for
the perpetual license granted herein, and is due and payable in full by
wire transfer simultaneously with the execution of this Agreement;
provided however, that if at any time prior to the dates specified
below, UICI elects for any reason, or no reason, to cease all use of
the Licensed Software and to terminate this Agreement, then UICI shall
be entitled to a refund of a portion of the License Fee in the amount
shown below:
(a) If UICI elects to so terminate on or before September 30, 2001,
then the refund amount shall be $840,000.00;
(b) Beginning with the month of October 2001, and continuing through
the month of March, 2002, the $840,000.00 refund amount shall be
reduced by $140,000.00 on the last day of each such month; and
(c) If UICI elects to so terminate at any time on or after April 1,
2002, then the refund amount shall be $0.00."
FIRST AMENDMENT TO SOFTWARE LICENSE AGREEMENT - Page 1
Except as expressly amended as provided above, the License Agreement
shall continue in full force and effect in accordance with its terms. All
capitalized terms as used in this Amendment shall have the meaning specified in
the License Agreement.
EXECUTED by the parties to be effective as of the date set forth
hereinabove.
HEALTHAXIS: UICI:
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XxxxxxXxxx.xxx, Inc. UICI
By: By:
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Its: Its:
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FIRST AMENDMENT TO SOFTWARE LICENSE AGREEMENT - Page 2
