1
EXHIBIT 10.16
LICENSE AGREEMENT - SOFTWARE DEVELOPERS
THIS AGREEMENT, dated August 17, 1998, is between XXXXXXXX &
XXXXXXXXX, INC. ("M&R") and LANDACORP. ("Licensee").
RECITALS
M&R and Licensee acknowledge the following:
A. M&R has developed the Healthcare Management Guidelines, Volumes 1, 2, 3, 4,
5, 6, and 7 (the "Guidelines") for use by qualified medical personnel in
managing healthcare delivery and workers compensation systems. M&R holds the
copyright of these Guidelines.
B. Licensee is developing software systems (the "Software") designed to utilize
or display the data contained in the Guidelines.
C. M&R is willing to grant Licensee the right to utilize the Guidelines and make
copies of the computer-readable copy of the Guidelines as part of the Software
subject to the terms and conditions set forth below.
AGREEMENTS
In consideration of the Recitals and the promises and agreements
set forth below, M&R and Licensee agree as follows:
1. Grant of License. M&R grants Licensee a non-exclusive, nontransferable
license to use the Guidelines during the term of the Agreement, including use
with Licensee's Software.
a. Licensee may make such copies of the Guidelines as are necessary for
Licensee to develop the Software.
b. M&R further grants Licensee the non-exclusive, nontransferable right
to make copies in computer-readable form of the Guidelines and to transfer such
copies of the Guidelines to customers who are healthcare or workers compensation
management organizations in the United States ("the Customers"), provided that
Licensee has verified with M&R that such customers have entered into a current
Customer License agreement and have paid the required license fee. The delivery
of any copy of the Guidelines shall not exceed the scope of the license granted
to the Customer in a Customer License Agreement. M&R shall have the sole and
absolute discretion to determine to whom it will grant a Customer License
Agreement.
c. Licensee may only use the Guidelines in connection with the
development, sale and licensing of the Software. Use by Licensee of the
Guidelines for the purposes of managed care services or health care delivery is
prohibited without a separate licensee agreement for the Guidelines permitting
such use.
d. This license agreement shall extend to such updates of the Guidelines
as M&R may create from time to time. M&R shall deliver such updates to Licensee
within a reasonable time after the release of the Update. Licensee agrees that
it will install the version of the Guidelines for which the client has a valid
license.
2
License Agreement - Software Developers
Page 2
2. Unauthorized copying forbidden. Except as authorized in this agreement,
unauthorized copying or disclosure is strictly forbidden. Licensee may only use
the Guidelines at the installation site of Licensee and the Guidelines cannot be
used in any public computer system or computer based bulletin board system or be
otherwise made available or distributed to third parties. Any back-up or
archival copies shall include all notices required herein and no such notice
shall be deleted upon copying.
3. License Fee. No license fee shall be required under this agreement so long as
Licensee complies with its obligations hereunder.
4. Right to Review. M&R shall have the right to review and approve the manner in
which the Guidelines are utilized in the Software. M&R's approval will not be
unreasonably withheld. M&R shall also have the right to review and approve any
subsequent versions of the Software in which there is any material change in the
manner in which the Guidelines are utilized.
5. Title to Guidelines and Related Matters. Title to the Guidelines shall remain
with M&R. Licensee shall not remove, alter, cover or obfuscate any copyright
notices or other proprietary rights notices placed or embedded by M&R on or in
the Guidelines. Licensee shall have no right to use any trademark, service xxxx,
logo or tradename of M&R without M&R's prior express written consent. Licensee
shall make no representation that M&R has approved, sanctioned, recommended or
otherwise endorsed the Software.
6. Ownership of Software. Licensee shall retain exclusive ownership rights and
interests in the Software and M&R shall acquire no rights in the Software by
virtue of this agreement.
7. Confidentiality. Licensee acknowledges that the Guidelines have been
developed at great expense to M&R. Licensee agrees to take all commercially
reasonable precautions to prevent any unauthorized copying or use of the
Guidelines. To protect M&R's interest in maintaining the copyright of the
Guidelines, Licensee agrees that it will not permit any copies of the Guidelines
to be made unless the prior written consent of M&R is obtained or except as
authorized in this License Agreement. Licensee agrees not to market this
material in such a way as to impede M&R's proprietary interests in the material.
8. Limited Warranty. In the event of any defect in the magnetic medium
containing the Guidelines, M&R will replace the defective diskette(s) upon
request, which shall be the sole obligation of M&R and the exclusive remedy of
Licensee. M&R DISCLAIMS ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES INCLUDING
WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OF LICENSEE.
9. Limited Warranty and Remedies re American Medical Association CPT Codes. The
Guidelines contain files of CPT codes that are copyrighted by the American
Medical Association (the "CPT file"). Licensee acknowledges that the CPT files
are provided "as is" and that the AMA makes no warranty of any kind, either
express or implied, including, but not limited to, the implied warranties of
merchantability and fitness for a particular purpose. The AMA bears no
responsibility for problems as to the quality or performance of the CPT files.
The AMA has no responsibility for any servicing, repair or correction if the CPT
files prove to be defective.
3
License Agreement - Software Developers
Page 3
The American Medical Association disclaims responsibility for any
consequences attributable to or related to any uses, non-use or interpretation
of information contained in or not contained in the CPT file. The AMA shall not
be deemed to be engaged in the practice of medicine or dispensing medical
services.
Licensee acknowledges that in no event will AMA be liable to Licensee
for any damages, including any lost profits, lost savings or other incidental or
consequential damages arising out of possibility of such damages, or for any
claim by any other party.
AMA does not warrant that the data contained in the CPT file will meet
Licensee's requirements or that the operation of the CPT file will be
uninterrupted or without error. Licensee acknowledges that the CPT files have
not been developed according to Licensee's specification or otherwise
custom-made.
10. Government Data Rights Notice if Government Personnel Have Access. The
Software and documentation is provided with restricted rights. The Use,
Duplication, or Disclosure by the Government is subject to restrictions as set
forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at 252.277-7013 or restricted rights clauses at 48 CFR 52.227-19
or 52.227-14, as applicable. Any applicable notices to preserve restricted
rights are incorporated herein by reference. Contractor/Manufacturer is Milliman
& Xxxxxxxxx, Inc. 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000-0000.
12. Indemnification and Hold Harmless. Licensee agrees to indemnify and hold
harmless M&R, its officers, employees and agents, from and against all loss,
damages, liability and expense incurred by reason of any claims, actions, suits
or governmental investigations or proceedings, brought against or involving them
or any of them (excluding claims or suits brought by Licensee), which relate to
or arise out of (1) changes or modifications to the Guidelines made by Licensee,
(2) representations or warranties made by Licensee which exceed that made in
paragraph 8 above, (3) failure by Licensee to accurately copy or reproduce the
Guidelines for any Customer, or (4) any breach of this agreement by Licensee.
13. Term of License Termination. The license to use the Guidelines granted
herein shall be perpetual, unless terminated pursuant to the provisions in this
paragraph.
a. M&R may terminate this license to use the Guidelines for any reason
upon 60 days written notice to Licensee.
b. Licensee may terminate this license agreement at any time upon
written notice to M&R and certification that Licensee has deleted or erased all
copies of the Guidelines in its possession, custody or control.
c. If Licensee breaches this agreement, and such breach remains uncured
for ten days after notice, the Agreement will terminate.
14. Post Termination. Upon termination of the license, Licensee shall
immediately return all copies of the Guidelines in its possession to M&R.
15. Liability Upon Termination. Neither party shall be liable to the other party
for damages, losses, costs or expenses of any kind or character whatsoever on
account of the termination of this Agreement, whether such damages, losses,
costs or expenses arise out of the distribution of the Guidelines or from the
loss of prospective sales or expenses incurred or investments made in connection
with the establishment, development or maintenance of Licensee's business.
4
License Agreement - Software Developers
Page 4
16. No Transfer. Licensee agrees that it will not transfer the Guidelines or
assign its rights under this Agreement without the prior written consent of M&R,
which consent shall not be unreasonably withheld.
17. Injunctive Relief. The parties acknowledge and agree that damages would be
an inadequate remedy for M&R resulting from a breach by Licensee of its
obligations thereunder and that M&R shall be entitled to injunctive relief in
the event of such a breach, in addition to any other remedy at law or in equity
which may otherwise be available to M&R.
18. No Waiver. No waiver by one party of any breach by the other party shall be
valid unless in writing and no such waiver shall extend to any other breach.
19. Entire Agreement. This Agreement constitutes the entire agreement between
the parties relating to the subject matter hereof and shall supersede all prior
or contemporaneous written or oral understandings or agreements. This Agreement
may be amended only by a written document signed by duly authorized
representatives of M&R and Licensee.
20. Governing Law. The interpretation, construction and enforcement of this
Agreement shall be governed by the laws of the State of Washington.
21. No Assignment. Licensee may not assign this Agreement without the written
consent of M&R which consent will not be unreasonably withheld.
LANDACORP
By: /s/ [SIGNATURE ILLEGIBLE]
-------------------------------------
Title: COO
----------------------------------
Date: August 24th, 1998
-----------------------------------
XXXXXXXX & XXXXXXXXX, INC.
By: /s/ [SIGNATURE ILLEGIBLE]
-------------------------------------
Title: DIRECTOR
----------------------------------
Date: 9/1/98
-----------------------------------
5
LICENSE AGREEMENT - SOFTWARE DEVELOPERS
THIS AGREEMENT, dated August 17, 1998, is between XXXXXXXX &
XXXXXXXXX, INC. ("M&R") and LANDACORP. ("Licensee").
RECITALS
M&R and Licensee acknowledge the following:
A. M&R has developed the Healthcare Management Guidelines, Volumes 1, 2, 3, 4,
5, 6, and 7 (the "Guidelines") for use by qualified medical personnel in
managing healthcare delivery and workers compensation systems. M&R holds the
copyright of these Guidelines.
B. Licensee is developing software systems (the "Software") designed to utilize
or display the data contained in the Guidelines.
C. M&R is willing to grant Licensee the right to utilize the Guidelines and make
copies of the computer-readable copy of the Guidelines as part of the Software
subject to the terms and conditions set forth below.
AGREEMENTS
In consideration of the Recitals and the promises and agreements
set forth below, M&R and Licensee agree as follows:
1. Grant of License. M&R grants Licensee a non-exclusive, nontransferable
license to use the Guidelines during the term of the Agreement, including use
with Licensee's Software.
a. Licensee may make such copies of the Guidelines as are necessary for
Licensee to develop the Software.
b. M&R further grants Licensee the non-exclusive, nontransferable right
to make copies in computer-readable form of the Guidelines and to transfer such
copies of the Guidelines to customers who are healthcare or workers compensation
management organizations in the United States ("the Customers"), provided that
Licensee has verified with M&R that such customers have entered into a current
Customer License agreement and have paid the required license fee. The delivery
of any copy of the Guidelines shall not exceed the scope of the license granted
to the Customer in a Customer License Agreement. M&R shall have the sole and
absolute discretion to determine to whom it will grant a Customer License
Agreement.
c. Licensee may only use the Guidelines in connection with the
development, sale and licensing of the Software. Use by Licensee of the
Guidelines for the purposes of managed care services or health care delivery is
prohibited without a separate licensee agreement for the Guidelines permitting
such use.
d. This license agreement shall extend to such updates of the Guidelines
as M&R may create from time to time. M&R shall deliver such updates to Licensee
within a reasonable time after the release of the Update. Licensee agrees that
it will install the version of the Guidelines for which the client has a valid
license.
6
License Agreement - Software Developers
Page 2
2. Unauthorized copying forbidden. Except as authorized in this agreement,
unauthorized copying or disclosure is strictly forbidden. Licensee may only use
the Guidelines at the installation site of Licensee and the Guidelines cannot be
used in any public computer system or computer based bulletin board system or be
otherwise made available or distributed to third parties. Any back-up or
archival copies shall include all notices required herein and no such notice
shall be deleted upon copying.
3 License Fee. No license fee shall be required under this agreement so long as
Licensee complies with its obligations hereunder.
4. Right to Review. M&R shall have the right to review and approve the manner in
which the Guidelines are utilized in the Software. M&R's approval will not be
unreasonably withheld. M&R shall also have the night to review and approve any
subsequent versions of the Software in which there is any material change in the
manner in which the Guidelines are utilized.
5. Title to Guidelines and Related Matters. Title to the Guidelines shall
remain with M&R. Licensee shall not remove, alter, cover or obfuscate any
copyright notices or other proprietary rights notices placed or embedded by M&R
on or in the Guidelines. Licensee shall have no right to use any trademark,
service xxxx, logo or tradename of M&R without M&R's prior express written
consent. Licensee shall make no representation that M&R has approved,
sanctioned, recommended or otherwise endorsed the Software.
6. Ownership of Software. Licensee shall retain exclusive ownership rights and
interests in the Software and M&R shall acquire no rights in the Software by
virtue of this agreement.
7. Confidentiality. Licensee acknowledges that the Guidelines have been
developed at great expense to M&R. Licensee agrees to take all commercially
reasonable precautions to prevent any unauthorized copying or use of the
Guidelines. To protect M&R's interest in maintaining the copyright of the
Guidelines, Licensee agrees that it will not permit any copies of the Guidelines
to be made unless the prior written consent of M&R is obtained or except as
authorized in this License Agreement. Licensee agrees not to market this
material in such a way as to impede M&R's proprietary interests in the material.
8. Limited Warranty. In the event of any defect in the magnetic medium
containing the Guidelines, M&R will replace the defective diskette(s) upon
request, which shall be the sole obligation of M&R and the exclusive remedy of
Licensee. M&R DISCLAIMS ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES INCLUDING
WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OF LICENSEE.
9. Limited Warranty and Remedies re American Medical Association CPT Codes. The
Guidelines contain files of CPT codes that are copyrighted by the American
Medical Association (the "CPT FILE"). Licensee acknowledges that the CPT files
are provided "as is" and that the AMA makes no warranty of any kind, either
express or implied, including, but not limited to, the implied warranties of
merchantability and fitness for a particular purpose. The AMA bears no
responsibility for problems as to the quality or performance of the CPT files.
The AMA has no responsibility for any servicing, repair or correction if the CPT
files prove to be defective.
7
License Agreement - Software Developers
Page 3
The American Medical Association disclaims responsibility for any
consequences attributable to or related to any uses, non-use or interpretation
of information contained in or not contained in the CPT file. The AMA shall not
be deemed to be engaged in the practice of medicine or dispensing medical
services.
Licensee acknowledges that in no event will AMA be liable to Licensee
for any damages, including any lost profits, lost savings or other incidental or
consequential damages arising out of possibility of such damages, or for any
claim by any other party.
AMA does not warrant that the data contained in the CPT file will meet
Licensee's requirements or that the operation of the CPT file will be
uninterrupted or without error. Licensee acknowledges that the CPT files have
not been developed according to Licensee's specification or otherwise
custom-made.
10. Government Data Rights Notice if Government Personnel Have Access. The
Software and documentation is provided with restricted rights. The Use,
Duplication, or Disclosure by the Government is subject to restrictions as set
forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at 252.277-7013 or restricted rights clauses at 48 CFR 52.227-19
or 52.227-14, as applicable. Any applicable notices to preserve restricted
rights are incorporated herein by reference. Contractor/Manufacturer is Milliman
& Xxxxxxxxx, Inc. 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000-0000.
12. Indemnification and Hold Harmless. Licensee agrees to indemnify and hold
harmless M&R, its officers, employees and agents, from and against all loss,
damages, liability and expense incurred by reason of any claims, actions, suits
or governmental investigations or proceedings, brought against or involving them
or any of them (excluding claims or suits brought by Licensee), which relate to
or arise out of (1) changes or modifications to the Guidelines made by Licensee,
(2) representations or warranties made by Licensee which exceed that made in
paragraph 8 above, (3) failure by Licensee to accurately copy or reproduce the
Guidelines for any Customer, or (4) any breach of this agreement by Licensee.
13. Term of License Termination. The license to use the Guidelines granted
herein shall be perpetual, unless terminated pursuant to the provisions in this
paragraph.
a. M&R may terminate this license to use the Guidelines for any reason
upon 60 days written notice to Licensee.
b. Licensee may terminate this license agreement at any time upon
written notice to M&R and certification that Licensee has deleted or erased all
copies of the Guidelines in its possession, custody or control.
c. If Licensee breaches this agreement, and such breach remains uncured
for ten days after notice, the Agreement will terminate.
14. Post Termination. Upon termination of the license, Licensee shall
immediately return all copies of the Guidelines in its possession to M&R.
15. Liability Upon Termination. Neither party shall be liable to the other party
for damages, losses, costs or expenses of any kind or character whatsoever on
account of the termination of this Agreement, whether such damages, losses,
costs or expenses arise out of the distribution of the Guidelines or from the
loss of prospective sales or expenses incurred or investments made in connection
with the establishment, development or maintenance of Licensee's business.
8
License Agreement - Software Developers
Page 4
16. No Transfer. Licensee agrees that it will not transfer the Guidelines or
assign its rights under this Agreement without the prior written consent of M&R,
which consent shall not be unreasonably withheld.
17. Injunctive Relief. The parties acknowledge and agree that damages would be
an inadequate remedy for M&R resulting from a breach by Licensee of its
obligations thereunder and that M&R shall be entitled to injunctive relief in
the event of such a breach, in addition to any other remedy at law or in equity
which may otherwise be available to M&R.
18. No Waiver. No waiver by one party of any breach by the other party shall be
valid unless in writing and no such waiver shall extend to any other breach.
19. Entire Agreement. This Agreement constitutes the entire agreement between
the parties relating to the subject matter hereof and shall supersede all prior
or contemporaneous written or oral understandings or agreements. This Agreement
may be amended only by a written document signed by duly authorized
representatives of M&R and Licensee.
20. Governing Law. The interpretation, construction and enforcement of this
Agreement shall be governed by the laws of the State of Washington.
21. No Assignment. Licensee may not assign this Agreement without the written
consent of M&R which consent will not be unreasonably withheld.
LANDACORP
By: /s/ [SIGNATURE ILLEGIBLE]
-------------------------------------
Title: COO
----------------------------------
Date: August 24th, 1998
-----------------------------------
MILLIMAN & XXXXXXXXX, INC.
By:
-------------------------------------
Title:
----------------------------------
Date:
-----------------------------------
9
[MILLIMAN & XXXXXXXXX, INC. LETTERHEAD]
[HMG LOGO]
HMG PRICE LIST
Licensing
Each volume licensed includes a hardcover book, knowledgebase data file, and if
licensed, HMG or HSIM OnLine diskette(s). The following fee schedule is per
volume and applies to the initial license. The annual renewal fee is equal to
40% of M&R's then-current license fee and is due on the anniversary date of the
license.
The knowledgebase file is designed to embed into your healthcare management
system. The data within these knowledgebase files are structured to allow
convenience access to the Guidelines. We also have a list of software vendors
who have developed applications that incorporate the Guidelines. This list is
available upon request. THE KNOWLEDGEBASE FILES DO NOT ALLOW VIEWING OR
PRINTING OF THE GUIDELINES FROM THE DISKETTE.
For those customers who do not want to create a custom application for viewing
selected guidelines, we recommend purchasing the network version of HMG or HSIM
OnLine. The HMG or HSIM OnLine network installation program supports
installation of components on a server, on a local or network Windows client,
and on stand-alone systems.
-----------------------------------------------------
ALL PRICES ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE
-----------------------------------------------------
Multiple Book
Order Discounts
NUMBER OF
COPIES/VOLUME DISCOUNT/VOLUME
------------- ---------------
Less than 5 0%
5 - 24 5%
25 - 49 10%
50 - 99 15%
100 - 199 20%
HMG/HSIM Base Price List
NETWORK
STANDARD HMG
PRODUCT FORMAT** ONLINE*** INTERNET
-------------------------------------------------------------- -------- --------- --------
Vol. 1: Inpatient and Surgical Care $ 500 $ 750 $ 450
Vol. 2: Return-to-Work Planning 400 600 360
Vol. 3: Ambulatory Surgery Guidelines 400 600 360
Vol. 4: Case Management; Home Care 500 750 450
Vol. 5: Ambulatory, Primary, and Pharmaceutical Care 500 750 450
Vol. 6: Case Management; Recovery Facility Care 500 750 450
Vol. 7: Workers Compensation 400 600 360
Continuum of Care Package: V. 1, 4 & 6 1,250 1,875 1,125
Primary and Continuum of Care Package: V. 1, 4, 5 & 6 1,660 2,480 1,494
HSIM - Pediatrics+ 1,850 2,775 1,665
HSIM - Dental+ 250 375 225
Healthcare Companion+ 70 105 63
---------------
** Standard Format applies to books or the knowledgebase file.
*** HMC OnLine applies to licensing arrangements only.
+ Available 3rd Quarter 1998.
----------------------------------------------------------------------
CALCULATING HGM/HSIM LICENSES:
Multiply the price of the desired product in the Base Price List by
the appropriate licensing factor from the Licensing Factors table.
Repeat for each product ordered.
----------------------------------------------------------------------
Licensing Factors
NUMBER OF
NUMBER OF NEW CLAIMS/ NUMBER OF
MEMBERS STAFFED NUMBER OF MONTH CASE PRICING
(IN 1000s)* BEDS CLINICIANS (IN 1000s) MANAGERS FACTOR
--------------- ---------------- -------------- -------------- -------------- ------------
Less than 50 Less than 75 Less than 75 Less than 5 Less than 5 20
50 - 99 75 - 149 75 - 124 5 - 9 5 - 9 25
100 - 149 150 - 199 125 - 159 10 - 14 10 - 14 35
150 - 199 200 - 299 160 - 199 15 - 19 15 - 19 40
200 - 299 300 - 399 200 - 239 20 - 29 20 - 29 50
300 - 399 400 - 549 240 - 269 30 - 39 30 - 39 62
400 - 499 550 - 699 270 - 299 40 - 49 40 - 49 75
500 - 749 700 - 999 300 - 374 50 - 74 50 - 74 90
750 - 999 1,000 - 1,249 375 - 449 75 - 99 75 - 99 110
1,000 - 1,249 1,250 - 1,749 450 - 524 100 - 124 100 - 124 130
1,250 - 1,499 1,750 - 1,999 525 - 599 125 - 149 125 - 149 150
1,500 - 1,749 2,000 - 2,249 600 - 674 150 - 174 150 - 174 185
1,750 - 1,999 2,250 - 2,749 675 - 749 175 - 199 175 - 199 180
2,000 + 2,750 + 750 + 200 + 200 + 180 + excess
factor
--------------- ---------------- -------------- -------------- -------------- ------------
40/million .04/bed in .333/clinician 40/1000 40/individual
members in excess of in excess monthly claims case managers
excess of 2,750 beds of 750 in excess in excess
2 million of 200 of 200
10
[MILLIMAN & XXXXXXXXX, INC. LETTERHEAD]
[HMG LOGO] HMG PRICE LIST
Licensing
Each volume licensed includes a hardcover book, knowledgebase data file, and if
licensed, HMG or HSIM OnLine diskette(s). The following fee schedule is per
volume and applies to the initial license. The annual renewal fee is equal to
40% of M&R's then-current license fee and is due on the anniversary date of the
license.
The knowledgebase file is designed to embed into your healthcare management
system. The data within these knowledgebase files are structured to allow
convenient access to the Guidelines. We also have a list of software vendors who
have developed applications that incorporate the Guidelines. This list is
available upon request. THE KNOWLEDGEBASE FILES DO NOT ALLOW VIEWING OR PRINTING
OF THE GUIDELINES FROM THE DISKETTE.
For those customers who do not want to create a custom application for viewing
selected guidelines, we recommend purchasing the network version of HMG or HSIM
OnLine. The HMG or HSIM OnLine network installation program supports
installation of components on a server, on a local or network Windows client,
and on stand-alone systems.
ALL PRICES ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE
Multiple Book Order Discounts
NUMBER OF
COPIES/VOLUME DISCOUNT/VOLUME
------------- ---------------
<5 0%
5 - 24 5%
25 - 49 10%
50 - 99 15%
100 - 199 20%
HMG/HSIM Base Price List
NETWORK
STANDARD HMG
PRODUCT FORMAT** ONLINE*** INTERNET
------- -------- --------- --------
Vol. 1: Inpatient and Surgical Care $ 500 $ 750 $ 450
Vol. 2: Return-to-Work Planning 400 600 360
Vol. 3: Ambulatory Surgery Guidelines 400 600 360
Vol. 4: Case Management Home Care 500 750 450
Vol. 5: Ambulatory, Primary, and Pharmaceutical Care 500 750 450
Vol. 6: Case Management Recovery Facility Care 500 750 450
Vol. 7: Workers Compensation 400 600 360
Continuum of Care Package: V. 1, 4 & 6 1,250 1,675 1,125
Primary and Continuum of Care Package: V. 1, 4, 5 & 6 1,660 2,490 1,494
HSIM - Pediatrics(dagger sign) 1,850 2,775 1,665
HSIM - Dental(dagger sign) 250 375 225
Healthcare Companion(dagger sign) 70 105 63
** Standard Format applies to books or the knowledgebase file.
***HMG OnLine applies to licensing arrangements only.
(dagger sign) Available 3rd Quarter 1998.
CALCULATING HMG/HSIM LICENSES:
Multiply the price of the desired product in the Base Price List by
the appropriate licensing factor from the Licensing Factors table.
Repeat for each product ordered.
Licensing Factors
NUMBER OF
NUMBER OF NEW CLAIMS/ NUMBER OF
MEMBERS STAFFED NUMBER OF MONTH CASE PRICING
(IN 1,000S)* BEDS CLINICIANS (IN 1,000S) MANAGERS FACTOR
------------ ----------- ---------- ----------- --------- ----------
<50 <75 <75 <5 <5 20
50-99 75-149 75-124 5-9 5-9 25
100-149 150-199 125-159 10-14 10-14 35
150-199 200-299 160-199 15-19 15-19 40
200-299 300-399 200-239 20-29 20-29 50
300-399 400-549 240-269 30-39 30-39 62
400-499 550-699 270-299 40-49 40-49 75
500-749 700-999 300-374 50-74 50-74 90
750-999 1,000-1,249 375-449 75-99 75-99 110
1,000-1,249 1,250-1,749 450-524 100-124 000-000 000
1,250-1,499 1,750-1,999 525-599 125-149 000-000 000
1,500-1,749 2,000-2,249 600-674 150-174 000-000 000
1,750-1,999 2,250-2,749 675-749 175-199 000-000 000
2,000+ 2,750+ 750+ 200+ 200+ 180+ excess
factor
40/million .04/bed in .333/clin- 40/1000 40/indivi-
members in excess of ician in monthly case managers
excess of 2,750 beds excess of claims in in excess
2 million 750 excess of of 200
200
11
[XXXXXXXX & XXXXXXXXX, INC. LETTERHEAD]
April 2, 1998
Dear Clients and Friends:
HMG PRICING AND LICENSING CHANGES
Enclosed is our new price list, effective May 1, 1998, for the Healthcare
Management Guidelines(TM) (HMGs). Our number one objective, like yours, is to
provide a quality product to clients at a reasonable price.
The extensive investment M&R makes to maintain a high quality product combined
with our effort to annually update the Guidelines creates a need to increase
prices. Therefore, the licensing price schedule and the price for individual
volumes for many of our publications will increase. Some clients, however, will
actually see a net decrease in cost depending on which volumes are purchased or
licensed.
The HMGs are a good value as measured by our clients' ability to reduce the
cost of healthcare. Many clients have seen a return on their HMG and related
infrastructure investment of more than 5 to 10 times the amount invested. Here
is an example that helps illustrate the potential savings when appropriately
implementing the Guidelines:
The first year license price for a 100,000 member HMO using Volumes 1, 4,
and 6 is $43,750. The net financial impact of reducing the length of stay
for a patient for one day is about $1,000. A reduction of 25-bed days/1000
for the plan over one year would save $2.5 million or about 60 times the
cost of the initial license. Most of our clients save far more than 25-bed
days/1000 in their first year and enjoy these savings over many years. Even
considering the additional infrastructure sometimes required to implement
the Guidelines, such as additional case managers, the value is far greater
than its cost.
Highlights of the new HMG pricing:
BOOKS
- We've introduced variable pricing per publication. For example, the content
and extent of Volume 1 is different from that in Volume 3, so the volumes
are priced to reflect this.
- We now have the capability to provide Internet-based access to the HMGs.
Internet subscriptions are discounted 10% from hardcover book prices.
- The best healthcare management strategy is to maximize one's health status
throughout the healthcare continuum. We are committed to this concept and
want to encourage use of those volumes that represent the core of this
concept. We now have a package price for purchasing a set containing
12
HMG Pricing
April 2, 1998
Page 2
Volumes 1, 4, 5, and 6. Previously, we offered savings for purchasing the
Continuum of Care Package (Volumes 1, 4, and 6). Now you can save even more
by purchasing the Primary and Continuum of Care Package which includes
Volumes 1, 4, 6, and Volume 5, Ambulatory, Primary, and Pharmaceutical
Care. The Volume 5 diskette will, for the time being, not be integrated
with Volumes 1, 4, and 6 until technical issues are resolved. Nevertheless,
the package offers a 17% discount to purchase all four volumes.
LICENSES
- We have moved to a 12-month, annual subscription for licenses, thereby
eliminating the need to relicense when a new edition is released. When new
editions are released during the 12-month license you will automatically
receive the new edition at no additional license fee. In some cases this
could mean you would receive more than one edition during the 12-month
period. Licenses that are not renewed within 30-days of the renewal date
will expire and you must cease use of the HMG/HSIM products.
- The renewal fee remains at 40% of the current standard license fee. Since
NCQA requires current Guideline use, the annual renewal helps you meet
those requirements.
- We have eliminated the cumbersome, staggered renewal dates on each product
licensed. You will now have one simple-to-implement renewal date for all
licensed HMG/HSIM products. For example:
You have licensed Volume 1 with an expiration date of 8/31/98 and also
licensed Volume 5 containing an expiration date of 11/30/98. Sixty
days prior to 8/31/98 we will send you an invoice for 40% of the
standard licensing fee for Volume 1 plus a prorated amount (in this
case 9/12ths) of the 40% renewal fee for Volume 5. The new renewal
date for both Volumes 1 and 5 becomes 9/1/99.
- We are introducing a new service: complimentary technical consulting. In
addition to the 10% training credit currently included with your license,
you will receive the equivalent of 5% of your license fee each contract
year for telephone- or email-based technical consulting regarding our
software documentation. This consulting is designed to help you integrate
the Guidelines into your healthcare management system and is provided
exclusively by the HMG/HSIM Information Technology group.
If you have any questions about our new pricing or licensing process, please
call our Client Services Department toll-free at 888/HMG-HSIM (888-464-4746).
We appreciate your support of the Healthcare Management Guidelines and welcome
your suggestions on making the publications even more valuable to you.
Sincerely,
THE HMG/HSIM DEPARTMENT
Enclosure
13
[MILLIMAN & XXXXXXXXX, INC. LETTERHEAD]
November 11, 1997
Xx. Xxxx Xxxx
Contract Administration
LANDACORP
0000 Xxxxxxxx, Xxxxx X
Xxxxx, Xxxxxxxxxx 00000
Dear Xxxx:
Enclosed is your copy of the signed license agreement for the Healthcare
Management Guidelines(TM), Volumes 1, 3, 4, and 6.
I look forward to doing more business with you in the future.
Sincerely,
/s/ XXXXX X. XXXX
Xxxxx X. Xxxx
HMG Assistant
Enclosure
14
LICENSE TO USE ELECTRONIC VERSION OF MILLIMAN & XXXXXXXXX, INC.
HEALTHCARE MANAGEMENT GUIDELINES(TM)
1. Milliman & Xxxxxxxxx, Inc. (M&R) grants the Licensee named in the
accompanying invoice a license to use the electronic version of the
Healthcare Management Guidelines(TM), (Volume 3, 8/97) for the number of
computers, users, or members set forth in such invoice.
2. Licensee is advised that the electronic version of the Guidelines, just
like the paper version, is protected by U.S. and international copyright
law and contains copyrighted material of third parties provided under
license. Unauthorized copying or disclosure is strictly forbidden. Licensee
may only use the Guidelines at the installation site of Licensee and the
Guidelines cannot be used in any public computer system or computer based
bulletin board system or be otherwise made available or distributed to
third parties. Installation site shall be all the Licensees' locations
where the Guidelines will be used. Any back-up or archival copies shall
include all notices required herein and no such notice shall be deleted
upon copying.
3. In the event of any defect in the magnetic medium of the diskette
containing the Guidelines, M&R will replace the defective diskette upon
request. The foregoing shall be the sole obligation of M&R and the
exclusive remedy of Licensee for any breach. M&R DISCLAIMS ALL OTHER
EXPRESS AND ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF
LICENSEE.
4. Limited Warranty and Remedies re American Medical Association CPT Codes.
The Guidelines contain files of CPT codes which are copyrighted by the
American Medical Association (the "CPT file"). Licensee acknowledges that
the CPT file is provided "as is" and that the AMA makes no warranty of any
kind, either express or implied, including, but not limited to, the implied
warranties of merchantability and fitness for a particular purpose. The AMA
bears no responsibility for problems as to the quality or performance of
the CPT file. The AMA has no responsibility for any servicing, repair or
correction if the CPT file proves to be defective. The American Medical
Association disclaims responsibility for any consequences attributable to
or related to any uses, non-use or interpretation of information contained
in or not contained in the CPT file. The AMA shall not be deemed to be
engaged in the practice of medicine or dispensing medical services.
Licensee acknowledges that in no event will AMA be liable to Licensee for
any damages, including any lost profits, lost savings or the incidental or
consequential damages arising out of possibility of such damages, or for
any claim by any other party.
AMA does not warrant that the data contained in the CPT file will meet
Licensee's requirements or that the operation of the CPT file will be
uninterrupted or without error. Licensee acknowledges that the CPT file has
not been developed according to Licensee's specification or otherwise
custom-made.
5. U.S. Government Rights. This product includes CPT which is commercial
technical data and/or computer data bases and/or commercial computer
software and/or commercial computer software documentation, as applicable
which were developed exclusively at private expense by the American Medical
Association, 000 X. Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, 00000. U.S. Government
rights to use, modify, reproduce, release, perform, display, or disclose
these technical data and/or computer data bases and/or computer software
and/or computer software documentation are subject to the limited rights
restrictions of DFARS 252.227-7015(b)(2) (June
15
License to Use Electronic Version of
Milliman & Xxxxxxxxx, Inc. Healthcare Management Guidelines(TM)
Page 2
1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995)
and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of
Defense procurements and the limited rights restrictions of FAR 52.227-14
(June 1987) and/or subject to the restricted rights provisions of FAR
52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any
applicable agency FAR Supplements, for non-Department of Defense Federal
procurements.
6. If License breaches this agreement, and such breach remains uncured for
thirty days after notice, the Agreement will terminate and Licensee must
return or destroy all copies of the Guidelines.
MILLIMAN & XXXXXXXXX, INC. LANDACORP
By: /s/ XXXXX XXXXX By: /s/ XXXXX XXX
--------------------------- ---------------------------
Date: 11/6//97 Date: October 31, 1997
------------------------- -------------------------
16
ADDENDUM TO LICENSE TO USE ELECTRONIC VERSION OF
MILLIMAN & XXXXXXXXX, INC. HEALTHCARE MANAGEMENT GUIDELINES(TM)
1. Expanded License. Notwithstanding the provisions of the License to the
contrary, LANDACORP shall have the right to reproduce and distribute the
electronic version of the Healthcare Management Guidelines ("Product") to its
customers ("End Users"), provided that LANDACORP previously has been informed
by Milliman & Xxxxxxxxx, Inc. ("M&R") that such End User has entered into a
standard Product license with M&R. M&R shall have sole discretion to determine
to whom it will license its Healthcare Management Guidelines and LANDACORP
shall have no right to require that any particular customer receive a license
from M&R. Additionally, LANDACORP may develop and distribute tools to End Users
to provide for more efficient use of the Product.
2. Ownership of Work Product. M&R has exclusive ownership rights and
copyright interest in the Product or has sufficient licensee right to license
it to LANDACORP and End Users. LANDACORP has exclusive ownership rights and
copyright interests in any software tools developed by or for LANDACORP for the
purpose stated in Paragraph 1 above. Each party will indemnify the other
against any liability or expense arising from claims by End Users or other
third parties pertaining to these representations.
3. Representations by LANDACORP. LANDACORP shall make no warranties or
representations with respect to the Healthcare Management Guidelines and shall
not represent that M&R has approved or endorsed the Product in any way.
LANDACORP shall not use the trademarks or service marks of M&R except in a
manner which has been authorized by M&R.
4. Term and Termination. The License shall continue until terminated by
mutual agreement or by a party after the other party does not correct a
material breach of the License within thirty (30) days after receiving written
notice from the party of the breach.
5. Assignment. The License may not be assigned without M&R's consent,
which consent shall not be unreasonably withheld.
6. Extent of Addendum. Except as modified herein, the terms and
conditions of the License are unaffected by this Amendment. Any further
modifications must be in writing and signed by authorized representatives of
M&R and LANDACORP.
MILLIMAN & XXXXXXXXX, INC. LANDACORP
By: /s/ XXXXX XXXXX By: /s/ XXXXX XXX
--------------------------- ---------------------------
Xxxxx Xxxxx Xxxxx Xxx
--------------------------- ---------------------------
(Printed Name) (Printed Name)
Title: Principal Title: COO
------------------------ --------------------
Date: 11/6/97 Date: October 31, 1997
------------------------- ---------------------
17
LICENSE TO USE ELECTRONIC VERSION OF XXXXXXXX & XXXXXXXXX, INC.
HEALTHCARE MANAGEMENT GUIDELINES(TM)
1. Milliman & Xxxxxxxxx, Inc. (M&R) grants the Licensee named in the
accompanying invoice a license to use the electronic version of the
Healthcare Management Guidelines(TM), (VOLUME 1, 11/96; AND VOLUME 6,
11/96; VOLUME 4, 12/96 AND VOLUME 6, 11/96) for the number of computers,
users, or members set forth in such invoice.
2. Licensee is advised that the electronic version of the Guidelines, just
like the paper version, is protected by U.S. and international copyright
law and contains copyrighted material of third parties provided under
license. Unauthorized copying or disclosure is strictly forbidden.
Licensee may only use the Guidelines at the installation site of Licensee
and the Guidelines cannot be used in any public computer system or
computer based bulletin board system or be otherwise made available or
distributed to third parties. Installation site shall be all the
Licensees' locations where the Guidelines will be used. Any back-up or
archival copies shall include all notices required herein and no such
notice shall be deleted, upon copying.
3. In the event of any defect in the magnetic medium of the diskette
containing the Guidelines, M&R will replace the defective diskette upon
request. The foregoing shall be the sole obligation of M&R and the
exclusive remedy of Licensee for any breach. M&R DISCLAIMS ALL OTHER
EXPRESS AND ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
OF LICENSEE.
4. Limited Warranty and Remedies re American Medical Association CPT codes.
The Guidelines contain files of CPT codes which are copyrighted by the
American Medical Association (the "CPT file"). Licensee acknowledges that
the CPT file is provided "as is" and that the AMA makes no warranty of any
kind, either express or implied, including, but not limited to, the
implied warranties of merchantability and fitness for a particular
purpose. The AMA bears no responsibility for problems as to the quality or
performance of the CPT file. The AMA has no responsibility for any
servicing, repair or correction if the CPT file proves to be defective.
The American Medical Association disclaims responsibility for any
consequences attributable to or related to any uses, non-use or
interpretation of information contained in or not contained in the CPT
file. The AMA shall not be deemed to be engaged in the practice of
medicine or dispensing medical services.
Licensee acknowledges that in no event will AMA be liable to Licensee for
any damages, including any lost profits, lost savings or the incidental or
consequential damages arising out of possibility of such damages, or for
any claim by any other party.
AMA does not warrant that the data contained in the CPT file will meet
Licensee's requirements or that the operation of the CPT file will be
uninterrupted or without error. Licensee acknowledges that the CPT file
has not been developed according to Licensee's specification or otherwise
custom-made.
5. U.S. Government Rights. This product includes CPT which is commercial
technical data and/or computer data bases and/or commercial computer
software and/or commercial computer software documentation, as applicable
which were developed exclusively at private expense by the American
Medical Association, 000 X. Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, 00000. U.S.
Government rights to use, modify, reproduce, release, perform, display, or
disclose these technical data and/or computer data bases and/or computer
software and/or computer software
18
License to Use Electronic version of
Milliman & Xxxxxxxxx, Inc. Healthcare Management Guidelines[TM]
Page 2
documentation are subject to the limited rights restrictions of DFARS
252.227-7015(b)(2)(June 1995) and/or subject to the restrictions of DFARS
227.7202-1(a)(June 1995) and DFARS 227.7202-3(a)(June 1995), as applicable
for U.S. Department of Defense procurements and the limited rights
restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted
rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June
1987), as applicable, and any applicable agency FAR Supplements, for
non-Department of Defense Federal procurements.
6. If Licensee breaches this agreement, and such breach remains uncured for
thirty days after notice, the Agreement will terminate and Licensee must
return or destroy all copies of the Guidelines.
7. This agreement shall have a term of one year from the date of execution.
The initial term may be extended for additional one-year terms by payment
of an additional license fee at M&R's then current fee schedule. This
agreement shall also terminate if Licensee fails to comply with the terms
of this agreement and fails to cure such default within 15 days of notice
from M&R. Upon termination, Licensee shall destroy or return to M&R all
copies of the Guidelines and shall have no further right to copy or use the
Guidelines in any form.
XXXXXXXX & XXXXXXXXX, INC. LANDACORP
By: /s/ [Signature Illegible] By: [Signature Illegible]
----------------------------- ---------------------------
Date: 10/30/97 Date: 10/7/97
---------------------------- -------------------------
19
ADDENDUM TO LICENSE TO USE ELECTRONIC VERSION OF
XXXXXXXX & XXXXXXXXX, INC. HEALTHCARE MANAGEMENT GUIDELINES(TM)
1. Expanded License. Notwithstanding the provisions of the License to
the contrary, LANDACORP shall have the right to reproduce and distribute the
electronic version of the Healthcare Management Guidelines ("Product") to its
customers ("End Users"), provided that LANDACORP previously has been informed
by Milliman & Xxxxxxxxx, Inc. ("M&R") that such End User has entered into a
standard Product license with M&R. M&R shall have sole discretion to determine
to whom it will license its Healthcare Management Guidelines and LANDACORP
shall have no right to require that any particular customer receive a license
from M&R. Additionally, LANDACORP may develop and distribute tools to End Users
to provide for more efficient use of the Product.
2. Ownership of Work Product. M&R has exclusive ownership rights and
copyright interest in the Product or has sufficient licensee right to license
it to LANDACORP and End Users. LANDACORP has exclusive ownership rights and
copyright interests in any software tools developed by or for LANDACORP for the
purpose stated in Paragraph 1 above. Each party will indemnify the other
against any liability or expense arising from claims by End Users or other
third parties pertaining to these representations.
3. Representations by LANDACORP. LANDACORP shall make no warranties or
representations with respect to the Healthcare Management Guidelines and shall
not represent that M&R has approved or endorsed the Product in any way.
LANDACORP shall not use the trademarks or service marks of M&R except in a
manner which has been authorized by M&R.
4. Term and Termination. The License shall continue until terminated
by mutual agreement or by a party after the other party does not correct a
material breach of the License within thirty (30) days after receiving written
notice from the party of the breach.
5. Assignment. The License may not be assigned without M&R's consent,
which consent shall not be unreasonably withheld.
6. Extent of Addendum. Except as modified herein, the terms and
conditions of the License are unaffected by this Amendment. Any further
modifications must be in writing and signed by authorized representatives of
M&R and LANDACORP.
MILLIMAN & XXXXXXXXX, INC. LANDACORP
By: /s/ XXXXX XXXXX By: /s/ X. X. XXX
-------------------------------- --------------------------------
XXXXX XXXXX X.X. XXX
-------------------------------- --------------------------------
(Printed Name) (Printed Name)
Title: Principal Title: C.O.O.
----------------------------- -----------------------------
Date: 10/30/97 Date: 10/7/97
------------------------------ ------------------------------
20
LICENSE TO USE ELECTRONIC VERSION OF MILLIMAN & XXXXXXXXX, INC.
HEALTHCARE MANAGEMENT GUIDELINES(TM)
1. Milliman & Xxxxxxxxx, Inc. (M&R) grants the Licensee named in the
accompanying invoice a license to use the electronic version of the
Healthcare Management Guidelines(TM), (VOLUME 3, 8/97) for the number of
computers, users, or members set forth in such invoice.
2. Licensee is advised that the electronic version of the Guidelines, just
like the paper version, is protected by U.S. and international copyright
law and contains copyrighted material of third parties provided under
license. Unauthorized copying or disclosure is strictly forbidden.
Licensee may only use the Guidelines at the installation site of Licensee
and the Guidelines cannot be used in any public computer system or
computer based bulletin board system or be otherwise made available or
distributed to third parties. Installation site shall be all the
Licensees' locations where the Guidelines will be used. Any back-up or
archival copies shall include all invoices required herein and no such
notice shall be deleted upon copying.
3. In the event of any defect in the magnetic medium of the diskette
containing the Guidelines, M&R will replace the defective diskette upon
request. The foregoing shall be the sole obligation of M&R ad the
exclusive remedy of Licensee for any breach. M&R DISCLAIMS ALL OTHER
EXPRESS, AND ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
OF LICENSEE.
4. Limited Warranty and Remedies re American Medical Association CPT Codes.
The Guidelines contain files of CPT codes which are copyrighted by the
American Medical Association (the "CPT file"). Licensee acknowledges that
the CPT file is provided "as is" and that the AMA makes no warranty of any
kind, either express or implied, including, but not limited to, the
implied, warranties of merchantability and fitness for a particular
purpose. The AMA bears no responsibility for problems as to the quality or
performance of the CPT file. The AMA has no responsibility for any
servicing, repair or correction if the CPT file proves to be defective.
The American Medical Association disclaims responsibility for any
consequences attributable to or related to any uses, non-use or
interpretation of information contained in or not contained in the CPT
file. The AMA shall not be deemed to be engaged in the practice of medicine
or dispensing medical services.
Licensee acknowledges that in no event will AMA be liable to Licensee for
any damages, including any lost profits, lost savings or the incidental or
consequential damages arising out of possibility of such damages, or for
any claim by any other party.
AMA does not warrant that the data contained in the CPT file will meet
Licensee's requirements or that the operation of the CPT file will be
uninterrupted or without error. Licensee acknowledges that the CPT file
has not been developed according to Licensee's specifications or otherwise
custom-made.
5. U.S. Government Rights. This product includes CPT which is commercial
technical data and/or computer data bases and/or commercial computer
software and/or commercial computer software documentation, as applicable
which were developed exclusively at private expense by the American
Medical Association, 000 X. Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, 00000. U.S.
Government rights to use, modify, reproduce, release, perform, display, or
disclose these technical data and/or computer data bases and/or computer
software and/or computer software documentation are subject to the limited
rights restrictions of DFARS 252.227-7015(b)(2) (June
21
License to Use Electronic version of
Milliman & Xxxxxxxxx, Inc. Healthcare Management Guidelines(TM)
Page 2
1995) and/or subject to the restrictions of DFARS 227-7202-1(a) (June 1995)
and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of
Defense procurements and the limited rights restrictions of FAR 52.227-14
(June 1987) and/or subject to the restricted rights provisions of FAR
52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any
applicable agency FAR Supplements, for non-Department of Defense Federal
procurements.
6. If Licensee breaches this agreement, and such breach remains uncured for
thirty days after notice, the Agreement will terminate and Licensee must
return or destroy all copies of the Guidelines.
MILLIMAN & XXXXXXXXX, INC. LANDACORP
By: /s/ XXXXX XXX By: /s/ XXXXX XXX
------------------------- -------------------------
Date: Date: October 31, 1997
----------------------- -----------------------
22
ADDENDUM TO LICENSE TO USE ELECTRONIC VERSION OF
MILLIMAN & XXXXXXXXX, INC. HEALTHCARE MANAGEMENT GUIDELINES(TM)
1. Expanded License. Notwithstanding the provisions of the License to
the contrary, LANDACORP shall have the right to reproduce and distribute the
electronic version of the Healthcare Management Guidelines ("Product") to its
customers ("End Users"), provided that LANDACORP previously has been informed
by Xxxxxxxx & Xxxxxxxxx, Inc. ("M&R") that such End User has entered into a
standard Product license with M&R. M&R shall have sole discretion to determine
to whom it will license its Healthcare Management Guidelines and LANDACORP
shall have no right to require that any particular customer receive a license
from M&R. Additionally, LANDACORP may develop and distribute tools to End Users
to provide for more efficient use of the Product.
2. Ownership of Work Product. M&R has exclusive ownership rights and
copyright interest in the Product or has sufficient licensee right to license
it to LANDACORP and End Users. LANDACORP has exclusive ownership rights and
copyright interests in any software tools developed by or for LANDACORP for the
purpose stated in Paragraph 1 above. Each party will indemnify the other
against any liability or expense arising from claims by End Users or other
third parties pertaining to these representations.
3. Representations by LANDACORP. LANDACORP shall make no warranties or
representations with respect to the Healthcare Management Guidelines and shall
not represent that M&R has approved or endorsed the Product in any way.
LANDACORP shall not use the trademarks or service marks of M&R except in a
manner which has been authorized by M&R.
4. Term and Termination. The License shall continue until terminated by
mutual agreement or by a party after the other party does not correct a
material breach of the License within thirty (30) days after receiving written
notice from the party of the breach.
5. Assignment. The License may not be assigned without M&R's consent,
which consent shall not be unreasonably withheld.
6. Extent of Addendum. Except as modified herein, the terms and
conditions of the License are unaffected by this Amendment. Any further
modifications must be in writing and signed by authorized representatives of
M&R and LANDACORP.
MILLIMAN & XXXXXXXXX, INC. LANDACORP
By: By: /s/ XXXXX XXX
------------------------- -------------------------
Xxxxx Xxx
------------------------- -------------------------
(Printed Name) (Printed Name)
Title: Title: COO
----------------------- ----------------------
Date: Date: October 31, 1997
----------------------- -----------------------
23
LICENSE TO USE ELECTRONIC VERSION OF MILLIMAN & XXXXXXXXX, INC.
HEALTHCARE MANAGEMENT GUIDELINES[TM]
1. Xxxxxxxx & Xxxxxxxxx, Inc. (M&R) grants the Licensee named in the
accompanying invoice a license to use the electronic version of the
Healthcare Management Guidelines[TM], (VOLUME 1, 11/96; VOLUME 4, 12,96 and
VOLUME 6, 11/96) for the number of computers, users or members set forth in
such invoice.
2. Licensee is advised that the electronic version of the Guidelines, just
like the paper version, is protected by U.S. and international copyright
law and contains copyrighted material of third parties provided under
license. Unauthorized copying or disclosure is strictly forbidden. Licensee
may only use the Guidelines at the installation site of Licensee and the
Guidelines cannot be used in any public computer system or computer based
bulletin board system or be otherwise made available or distributed to
third parties. Installation site shall be all the Licensees' locations
where the Guidelines will be used. Any back-up or archival copies shall
include all notices required herein and no such notice shall be deleted
upon copying.
3. In the event of any defect in the magnetic medium of the diskette
containing the Guidelines M&R will replace the defective diskette upon
request. The foregoing shall be the sole obligation of M&R and the
exclusive remedy of Licensee for any breach. M&R DISCLAIMS ALL OTHER
EXPRESS AND ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF
LICENSEE.
4. Limited Warranty and Remedies re American Medical Association CPT Codes.
The Guidelines contain files of CPT codes which are copyrighted by the
American Medical Association (the "CPT file"). Licensee acknowledges that
the CPT file is provided "as is" and that the AMA makes no warranty of any
kind, either express or implied, including, but not limited to the implied
warranties of merchantability and fitness for a particular purpose. The AMA
bears no responsibility for problems as to the quality or performance of
the CPT file. The AMA has no responsibility for any servicing, repair or
correction if the CPT file proves to be defective. The American Medical
Association disclaims responsibility for any consequences attributable to
or related to any uses, non-use or interpretation of information contained
in or not contained in the CPT file. The AMA shall not be deemed to be
engaged in the practice of medicine or dispensing medical services.
Licensee acknowledges that in no event will AMA be liable to Licensee for
any damages, including any lost profits, lost savings or the incidental or
consequental damages arising out of possibility of such damages, or for any
claim by any other party.
AMA does not warrant that the data contained in the CPT file will meet
Licensee's requirements or that the operation of the CPT file will be
uninterrupted or without error. Licensee acknowledges that the CPT file has
not been developed according to Licensee's specifications or otherwise
custom-made.
5. U.S. Government Rights. This product includes CPT which is commercial
technical data and/or computer data bases and/or commercial computer
software and/or commercial computer software documentation, as applicable
which were developed exclusively at private expense by the American Medical
Association, 000 X. Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, 00000. U.S. Government
rights to use, modify, reproduce, release, perform, display, or disclose
these technical data and/or computer data bases and/or computer software
and/or computer software
24
ADDENDUM TO LICENSE TO USE ELECTRONIC VERSION OF
MILLIMAN & XXXXXXXXX, INC. HEALTHCARE MANAGEMENT GUIDELINES(TM)
1. Expanded License. Notwithstanding the provisions of the License to the
contrary, LANDACORP shall have the right to reproduce and distribute the
electronic version of the Healthcare Management Guidelines ("Product") to its
customers ("End Users"), provided that LANDACORP previously has been informed
by Milliman & Xxxxxxxxx, Inc. ("M&R") that such End User has entered into a
standard Product license with M&R. M&R shall have sole discretion to determine
to whom it will license its Healthcare Management Guidelines and LANDACORP
shall have no right to require that any particular customer receive a license
from M&R. Additionally, LANDACORP may develop and distribute tools to End Users
to provide for more efficient use of the Product.
2. Ownership of Work Product. M&R has exclusive ownership rights and
copyright interest in the Product or has sufficient licensee right to license
it to LANDACORP and End Users. LANDACORP has exclusive ownership rights and
copyright interests in any software tools developed by or for LANDACORP for the
purpose stated in Paragraph 1 above. Each party will indemnify the other
against any liability or expense arising from claims by End Users or other
third parties pertaining to these representations.
3. Representations by LANDACORP. LANDACORP shall make no warranties or
representations with respect to the Healthcare Management Guidelines and shall
not represent that M&R has approved or endorsed the Product in any way.
LANDACORP shall not use the trademarks or service marks of M&R except in a
manner which has been authorized by M&R.
4. Term and Termination. The License shall continue until terminated by
mutual agreement or by a party after the other party does not correct a
material breach of the License within thirty (30) days after receiving written
notice from the party of the breach.
5. Assignment. The License may not be assigned without M&R's consent,
which consent shall not be unreasonably withheld.
6. Extent of Addendum. Except as modified herein, the terms and
conditions of the License are unaffected by this Amendment. Any further
modifications must be in writing and signed by authorized representatives of
M&R and LANDACORP.
XXXXXXXX & XXXXXXXXX, INC. LANDACORP
By: By: /s/ X. X. XXX
--------------------------- ---------------------------
X. X. Xxx
--------------------------- ---------------------------
(Printed Name) (Printed Name)
Title: Title: C.O.O.
------------------------ --------------------
Date: Date: 10/7/97
------------------------- ---------------------
25
License to Use Electronic Version of
Milliman & Xxxxxxxxx, Inc. Healthcare Management Guidelines(TM)
Page 2
documentation are subject to the limited rights restrictions of DFARS
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of Defense Federal procurements.
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initial term may be extended for additional one-year terms by payment of an
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shall also terminate if Licensee fails to comply with the terms of this
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Upon termination, Licensee shall destroy or return to M&R all copies of the
Guidelines and shall have no further right to copy or use the Guidelines and
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MILLIMAN & XXXXXXXXX, INC. LANDACORP
By: ______________________________ By: [Signature illegible]
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Date: ____________________________ Date: 10/7/97
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