Consumer Directed Applications Clause Samples

Consumer Directed Applications. (a) Emdeon agrees that applications, tools, products and/or services that are directed through an online means to individual consumers, patients, or health plan members, as end users, including those providing a patient or member view of the potential cost of care or financial responsibility for individual medical and/or drug claims (collectively, “Consumer Directed Applications”) will be licensed and/or provided by WebMD, other than Permitted Applications as described in Section 2(e) below, and Emdeon agrees that so long as this Agreement is in effect Emdeon will not license or provide Consumer Directed Applications except through WebMD. (b) To the extent that Emdeon identifies in its business a need for a Consumer Directed Application in order to support a business requirement related to the marketing of its core services, Emdeon will first present WebMD with the opportunity to meet Emdeon’s requirement for the Consumer Directed Application with written notice of the terms and specifications and requirements for the Consumer Directed Application. WebMD will notify Emdeon within thirty (30) days of receipt of Emdeon’s written notice as to whether or not it elects to provide the Consumer Directed Application. If WebMD elects to provide the Consumer Directed Application, WebMD will provide the specifications and parameters for the applicable Consumer Directed Application together with a reasonable schedule for delivery of the Consumer Directed Application, on a basis consistent with Emdeon’s business requirements, and Emdeon agrees that WebMD shall be the provider of such Consumer Directed Application. If WebMD elects not to provide the Consumer Directed Application, or after electing to do so and providing a reasonable delivery schedule, fails to substantially comply with such schedule (after written notice and a thirty (30) day opportunity to cure such failure), Emdeon may pursue that opportunity through a third party or on its own, on substantially the same terms as discussed with WebMD. Emdeon will keep WebMD apprised of its marketing efforts related to Consumer Directed Applications.