Exhibit 10.14
MARKETING AGREEMENT BETWEEN
AMERICAN NET CLAIMS D/B/A XXXXXXXXX.XXX AND SOUTHERN MEDICAL
ASSOCIATION LOCATED IN BIRMINGHAM, AL
This MARKETING AGREEMENT (this "Agreement"), dated November 4, 1998,
made and entered into by and between AMERICAN NET CLAIMS D/B/A XXXXXXXXX.XXX,
a Texas corporation ("Claimsnet"), and Southern Medical Association ("SMA"),
located in Birmingham, AL.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, SMA is a Physician Association providing services to medical
providers.
WHEREAS, Claimsnet provides medical claims submission and related services
(the "Claimsnet Services") over the Internet;
WHEREAS, SMA and Claimsnet have agreed to market Claimsnet Services, such
that Customers of SMA (the "Customers") will have access to the Claimsnet
Services on the Internet, and SMA will not distribute, license or directly
sell any Software Product from Claimsnet.
WHEREAS, Claimsnet has agreed to provide training and support to SMA, and SMA
Customers on the use of the Claimsnet Services.
NOW THEREFORE, the parties hereby agree as follows:
1. MARKETING
SMA and Claimsnet agree to facilitate the marketing of Claimsnet Services to
SMA existing and new Customers. Claimsnet shall:
a) Provide HCFA 1500 and ADA 1990 claim processing for SMA Customers
at Claimsnet published rate for unlimited claim processing for
commercial, Medicare, Medicaid and Blue Cross/Blue Shield payers.
The monthly subscription fee will be $19.95/month.
b) The Initial Set-up Fee will be reduced for SMA End Users to $99.95.
c) Additional Services will be provided at Claimsnet published rates;
1. PAPER CLAIMS. A fee of Forty-Nine Cents ($0.49) per claim and
Twenty Cents ($.20) for each additional page for claims of a
type that may not be submitted electronically. This fee
includes all paper, printing and postage costs.
2. STATEMENTS. A fee of Forty-Nine Cents ($0.49) per single page
statement with an additional fee of Twenty Cents ($.20) for
each page thereafter. This fee includes all related costs,
including printing of statements, return envelopes and
postage, not including return postage.
3. UB92 CLAIMS. A fee of Forty-Nine Cents ($0.49) for single
page UB92 Claim and an additional fee of Twenty Cents ($.20)
for every page thereafter of a type that may or may not be
submitted electronically. This fee includes all paper,
printing and postage costs.
4. ADDITIONAL SUBSCRIPTION SERVICES. Claimsnet may provide
additional subscription services, such as data modeling and
claim information reporting. The SMA End User may subscribe to
such services as offered and at published Claimsnet rates.
d) Claimsnet will xxxx the End Users directly for the services provided.
e) All pricing and terms for service to SMA customers will be
standard published terms for Claimsnet.
SMA shall:
f) Recommend Claimsnet as the exclusive provider for the Claimsnet
services described in Section 1.a. and 1.b., to all new and
existing customers with the intent for Claimsnet to be the default
processing solution for SMA customers.
g) Include Claimsnet in marketing materials and presentations as the
exclusive claims processing and electronic statement solution for
SMA customers.
2. TRAINING AND SUPPORT
a) Claimsnet will provide all customer support for Customers for
Claimsnet services in accordance to Claimsnet published support
policies.
b) Claimsnet will provide, and allow SMA to reasonably use available
printed training and support materials.
3. ROYALTY PAYMENTS.
a) Claimsnet agrees to pay set-up and subscription fee royalties to
SMA for all customers utilizing Claimsnet services under the
SMA/Claimsnet agreement. These are customers who have informed
Claimsnet at the time of enrollment or after that they wish to
participate in the SMA/Claimsnet agreement. Claimsnet will only
pay royalty fees to one organization.
b) Upon enrollment and a customer reaching production status,
Claimsnet will pay SMA $50 of the set-up fee collected for each
customer reaching production status.
c) SMA will receive a royalty from subscription services revenue for,
and paid by, SMA Customers. Subscription includes the monthly
claims processing subscription and any additional subscription
services such as data modeling. Royalties will not be paid on
transaction services under this Agreement.
d) Claimsnet agreed to pay set-up and subscription fee royalties to
SMA for all customers utilizing Claimsnet services under the
SMA/Claimsnet agreement.
e) Revenue sharing will be as follows:
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Total Number % Subscription
Active End Users Revenue Royalty
------------------------ ------------------------
------------------------ ------------------------
1-200 10%
------------------------ ------------------------
201-500 15%
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501+ 20%
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4. TITLE. The parties agree that, as between SMA and Claimsnet, Claimsnet
shall have sole and exclusive ownership of, and all right, title, and
interest in and to, Claimsnet Services and CyberClaim, including
documentation, all copies of all or portions of CyberClaim and Claimsnet
services or its documentation, and all modifications and enhancements to
Claimsnet services and CyberClaim or its documentation (including ownership
of all copyrights and other intellectual property rights).
5. INTELLECTUAL PROPERTY. Solely for purposes of Section 1 of this
Agreement, each party grants the other party a non-exclusive license to use
certain logos, including possibly trademarks, tradenames or other
intellectual property (the "Logos"), as agreed in advance by the parties.
Neither party shall use the Logos in a way, or otherwise make any
representation, whether oral or written, which might confuse, mislead or
deceive the public, which might be detrimental to the Logos, good name or
slogans of the other party, or otherwise which might imply or suggest a
relationship other than which is set forth in this Agreement. Each party
agrees that it will in no way modify, alter or conceal, remove or make any
other modification to
any Logos of the other party. Each party acknowledges and agrees that it has
no right, title, or interest in any Logos of the other party. Each party's
limited right to use the other party's Logos shall cease upon termination of
this Agreement or otherwise upon notice as provided in this Agreement by the
other party.
6. TERM AND TERMINATION. This agreement goes into full effect beginning
November 4, 1998. This Agreement shall remain in effect until the first
anniversary of the date from the effective date of this agreement, however,
this Agreement shall renew automatically for additional one (1) year terms
unless either party shall notify the other party of its intentions not to
renew this Agreement no more than ninety (90), and not fewer than sixty (60),
days prior to the date this Agreement would otherwise terminate.
7. ENROLLMENT. Claimsnet shall provide to all SMA Customers the ability to
enroll for Claimsnet services using an on-line enrollment process. Claimsnet
shall be solely responsible for support related to such enrollment process.
8. MISCELLANEOUS. The relationship of the parties under this Agreement shall
be non-exclusive, such that both SMA and Claimsnet may associate, by contract
or otherwise, with third parties who may perform the same or similar services
as those to be provided by any party under this Agreement (subject) to the
limitations set forth in Section I). This Agreement shall be binding on each
of the parties, and their respective successors and assigns; provided,
however, that this Agreement may not be assigned without the prior written
consent of the other party. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and there are no other
oral or written understandings or agreements between the parties hereto
relating to the subject matter hereof. No amendment or other modifications of
this Agreement shall be valid or binding on either party hereto, unless
reduced to writing and executed by the parties hereto. ANY JUDICIAL
PROCEEDING BROUGHT BY OR AGAINST ANY OF THE PARTIES TO THIS AGREEMENT ON ANY
DISPUTE ARISING OUT OF THIS AGREEMENT OR ANY MATTER RELATED HERETO SHALL BE
RESOLVED BY A RULING OF THE AMERICAN ARBITRATION ASSOCIATION IN DALLAS, TEXAS.
THIS AGREEMENT HAS BEEN ACCEPTED BY SOUTHERN MEDICAL ASSOCIATION, IN
BIRMINGHAM, ALABAMA, AND SHALL BE GOVERNED AND CONSTRUED UNDER AND IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS
CONFLICT OF LAW PRINCIPLES. It is understood and agreed by the parties to
this Agreement that it is their intention that if a court of competent
jurisdiction shall determine that any of the terms of this Agreement are
invalid or otherwise unenforceable, that such court shall substitute terms
therefor which such court determines are enforceable, so as to result in the
enforcement of the original terms to the maximum extent permitted by law.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of the date first written above.
SMA:
SOUTHERN MEDICAL ASSOCIATION
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
CLAIMSNET:
XXXXXXXXX.XXX
By: /s/ Xxxxx X. Xxx
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Xxxxx X. Xxx, Executive Vice President
