EXHIBIT 10.26
AGREEMENT BETWEEN
COMPREHENSIVE HEALTH MANAGEMENT, INC. AND
INTELLICLAIM, INC.
This Agreement is made and entered into this 25th day of March, 2003
(the "Effective Date") by and between Comprehensive Health Management, Inc.
("Client"), conducting business at 0000 Xxxxx Xxxx Xxxxx Xxxxxxx, Xxxxx 000,
Xxxxx, XX 00000 and IntelliClaim, Inc. ("IntelliClaim"), conducting business at
00 Xxxxxx Xxxxxx, Xxxxxxx, XX.
Whereas, Client wishes to use the IntelliClaim Service (as defined
herein) to assist Client in a correct coding initiative and overpayment
prevention by applying such recognized specific medical and administrative
policies as Client wishes to apply to received provider health claims, and
Whereas, IntelliClaim has the technology and capabilities to implement
various overpayment prevention and administrative interventions for Client, and
Whereas, IntelliClaim is in the business of providing software and
services that implement and manage such overpayment prevention and
administrative interventions for Client,
Now, therefore, in consideration of the mutual promises contained in
this Agreement, Client and IntelliClaim agree as follows:
I. Subject Matter and Term
A. This Agreement covers the provision of professional services
and the license of IntelliClaim software to Client and its affiliates.
An "affiliate" shall mean any corporation that, directly or indirectly,
controls or is controlled by or is under common control with Client.
For this purpose, "control" shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the
management and policies of such corporation, whether through the
ownership of voting securities or by contract or otherwise.
B. The initial term ("Initial Term") of this Agreement will
commence on the Effective Date and continue for eighteen (18) months.
Thereafter, the term of this Agreement shall be automatically extended
for successive additional one (1) year terms (each, a "Renewal Term")
unless either party provides the other with written notice of
such party's intention not to renew the term at least sixty (60)
calendar days prior to the end of the Initial Term or the then-current
Renewal Term, as applicable. The Initial Term and any Renewal Terms are
sometimes referred to in this Agreement as the "Term," and the first
twelve months during the Initial Term are sometimes referred to in this
Agreement as the "First Year."
C. No section of this contract may take precedence over current
or future local, state, or federal law, regulation, or rule. In its
performance of this Agreement, each party agrees to comply with all
applicable laws and regulations. Either party may request a change to
any part of the Agreement if regulatory changes require. Either party
may terminate this Agreement without further liability in the event an
applicable legal or regulatory change makes performance unlawful
without changes to the Agreement that, in that party's reasonable
judgment, would substantially eliminate the benefits and purposes of
the Agreement as previously executed. A party may not exercise its
right under the preceding sentence without first consulting in good
faith with the other party to find ways to avoid such termination.
II. Termination
A. Client may terminate the Agreement upon sixty (60) days written
notice to IntelliClaim at any time during this Agreement for any reason
subject to the requirement that it pay the Termination Fee as defined
in Exhibit A, if the effective date of such termination occurs during
the First Year.
B. Either party may terminate this Agreement for cause if the other
party breaches this Agreement and does not cure such breach within
thirty (30) days following written notice from the party not in breach
specifying in reasonable detail the breach(es) that the other party is
alleged to have committed.
C. Either party may terminate this Agreement immediately upon written
notice to the other party in the event that such other party makes a
general assignment for the benefit of creditors, or any proceeding is
instituted by or against such other party seeking to adjudicate it to
be bankrupt or insolvent, or seeking liquidation, winding up or
comparable disposition.
D. Notwithstanding anything in this Agreement to the contrary, Client
shall have the right to terminate this Agreement immediately upon
written notice to IntelliClaim if
Client determines that IntelliClaim has violated any material term of
Section VIII of this Agreement. In addition, if Client reasonably
believes that IntelliClaim will violate a material term of Section VIII
of this Agreement and, where practicable, Client gives written notice
to IntelliClaim of such belief within a reasonable time after forming
such belief, and IntelliClaim fails to provide adequate written
assurances to Client, within a reasonable period of time (and in any
event prior to the occurrence of the threatened breach or within ten
(10) days, whichever is to occur sooner), that it will not breach the
cited term of this Agreement, then Client shall have the right to
terminate this Agreement immediately.
E. Upon the expiration or termination of this Agreement for any reason,
neither party shall have any further liability or obligation to the
other party under this Agreement, except (1) as otherwise expressly
provided in Section II.A, and (2) that the provisions of Sections
III.D, the first sentence of Section III.E.1, and Sections VI, VII,
VIII and IX shall survive any such expiration or termination
indefinitely. Furthermore, in the event of the termination of this
Agreement for any reason during the First Year, IntelliClaim will
immediately refund to Client the portion of any prepaid fees (whether
license fees or otherwise) reflecting the balance of the periods for
which such fees were prepaid occurring after the effective date of
termination (including, without limitation, the balance of the License
Fee set forth in Section I.A of Exhibit A hereto.
III. General Scope of Work
A. Functionality. The IntelliClaim Service shall recommend
processing instructions for Claims that it shall identify as eligible
for adjustment based on the business rules adopted by Client. It shall
be in Client's sole discretion whether and how to adopt a proposed rule
or arrangement. A "Claim" is defined to be a request for payment or a
reported encounter received by Client from a provider of services, or
from a member seeking reimbursement for such services, comprised of any
number of lines, identified by a unique document or transaction number.
B. Services. IntelliClaim will provide Client and its affiliates
with the services described in this Agreement and the Exhibits to this
Agreement (the "IntelliClaim Service") at no charge beyond the Service
Fee described herein except where expressly provided in this Agreement
or the applicable Exhibit.
C. Claim Decisions. Client shall have complete and sole authority
and responsibility for final determination of liability on any Claim.
Client shall have sole authority for the decision as to which of
IntelliClaim's adjustment recommendations are to be accepted on any
individual Claim.
D. Ownership of Data. At all times Client shall retain full
ownership of any and all information or data provided by Client to
IntelliClaim or learned or obtained by IntelliClaim pursuant to the
provision of the IntelliClaim Service pursuant to this Agreement.
E. Business Rules.
1. IntelliClaim represents and warrants that it offers a
set of defensible business rules and interventions to
guide Client in determining approvals, denials,
adjustments or suspensions of Claims (the "Business
Rules"), and that such Business Rules are, and at all
times during the Term shall be based on sound, current
medical advice and logic. In addition, during the term,
IntelliClaim will use its best effort to provide business
rules equal to the then-current industry standards. It
will be Client's complete and sole authority and
responsibility to determine whether and how to adopt any
Business Rule; provided, however, that IntelliClaim will
assist Client in Client's determination and development of
the Business Rules and interventions that Client wishes to
apply to the processing of the Claims (the "Client
Business Rules"). Both parties acknowledge and agree that
the determination of the ultimate Client Business Rules
will be in the complete and sole discretion and authority
of Client.
2. IntelliClaim agrees to inform Client of any new or
modified Business Rules no later than IntelliClaim informs
any other of its customers.
3. The Client agrees to utilize IntelliClaim's change
control process (the "Change Control Process") for
Client's consideration of new Business Rules, and the
implementation of new Client Business Rules once Client
has decided (which shall be in Client's complete and sole
discretion) whether and how to implement any new Business
Rules.
F. Maintenance and Support. IntelliClaim will provide Client with
maintenance and support for the Software (as defined herein) to ensure
that the Software conforms to the specifications and requirements set
forth in documentation and in this Agreement. As part of maintenance
IntelliClaim will provide Client with corrections for any deviations in
the Software's performance from its documentation or the acceptance
criteria specified in this Agreement that are reported by Client.
IntelliClaim will also provide Client with any other code corrections,
patches, maintenance release, new versions, updates or releases for the
Software that IntelliClaim generally provides to its other customers
during the Term. IntelliClaim shall provide Client with Help Desk as
specified in Exhibit B.
G. Reports. IntelliClaim will provide reports as described in
Exhibit B of this Agreement.
H. Access to Data. IntelliClaim agrees to restrict dissemination
of or access to any reports which Client or any affiliate elects to
provide to IntelliClaim or with respect to which IntelliClaim has
access (i) to solely those IntelliClaim employees or agents (provided
the agents are bound by written obligations of confidentiality covering
Client's confidential information) who have a need to know in order for
IntelliClaim to perform its obligations under this Agreement, and (ii)
as necessary to comply with any applicable law or regulation.
I. Designated Staff. Both Client and IntelliClaim shall designate
individuals from their respective staff who have been trained in and
have the authority to view confidential patient data as responsible for
coordination and communication between Client and IntelliClaim.
J. Training. As part of implementing the Software and the
IntelliClaim Service for Client, IntelliClaim shall provide training
program development or on-site training at Client's facilities, on
dates mutually selected by Client and IntelliClaim in connection with
the implementation of the IntelliClaim Service by Client, IntelliClaim
shall provide three (3) days of training. All such training shall be
reasonably sufficient to permit Client and its staff to effectively use
the IntelliClaim Service and the Software. A knowledgeable experienced
trainer, who shall be selected at IntelliClaim's discretion,
shall conduct the training. Additional staff training if requested by
Client shall be available at the then-current standard hourly fee from
IntelliClaim.
K. Data Links. Client will be operationally and financially
responsible for providing data communications links with IntelliClaim.
The nature, type and technical aspects of such links shall be mutually
agreed upon by IntelliClaim and Client.
L. Scope of License. IntelliClaim grants Client and its
affiliates, during the Term, a nonexclusive, nontransferable (except as
permitted under Section IX below), right and license to use the
software and documentation specified in Exhibit B to this Agreement
(including all new versions, updates, enhancements to base software,
maintenance releases and patches for such software and documentation
provided during the Term, collectively referred to as the "Software")
for Client and its affiliates to use in processing Client's claims and
the claims of Client's affiliates (whether the payment of such claims
is Client's or Client's customers' liability). Client and its
affiliates may reproduce the Software and Software documentation
delivered by IntelliClaim as reasonably necessary to use the Software
in accordance with this Section. All copies of the Software will be the
property of IntelliClaim.
M. Third Party Processing. Notwithstanding any provision to the
contrary elsewhere in this Agreement or in any Exhibits hereto, Client
may not use the Software as part of a commercial time-sharing or
service bureau operation in which other users' work is processed for
the sole purpose of applying the IntelliClaim Business Rules. Using the
Software in any other capacity where Client would offer claims
processing services to third parties shall be permitted. Client agrees
not to reverse engineer, decompile or disassemble the Software.
N. Installation and Implementation.
1. Within ten (10) days following the Effective Date, the
parties will conduct an initiating meeting (the "Kickoff
Meeting") that will introduce project team members from
each party. The Kickoff Meeting will be used to confirm
the mutually agreed upon scope of the implementation.
2. Within ten (10) days following the Kickoff Meeting, the
parties will mutually agree on an implementation plan (the
"Implementation Plan") that will govern the implementation
of the IntelliClaim Service. The
Implementation Plan will identify each significant task,
responsibilities of each party, deadlines for milestones
and task completions and the critical path. Each party
will perform its responsibilities under the Implementation
Plan in accordance with the schedule set forth in the
Implementation Plan.
3. All changes to the Implementation Plan will require a
written Request for Change, which will be agreed to by
Client's assigned project manager and IntelliClaim's
project manager before it becomes effective.
4. As part of the implementation, Client shall provide no
more than one (1) years' worth of historical claim
information, in a file format to be mutually agreed upon
by IntelliClaim and Client.
O. External Communications. Subject to its obligations under Section
VIII below, Client has the right to communicate processing rules
applied to claims to its providers, members, customers, consultants and
regulators. In addition, Client will have the right to use the Client
Business Rules in web-based or other tools that will permit providers,
members, customers, and regulators to prospectively predict the payment
decision Client would make as to a possible Claim or for verification
of prior rule logic.
P. Ownership. All rights, title and interest in and to the Software
will (as between IntelliClaim and Client) remain with IntelliClaim.
Client agrees that IntelliClaim will own any custom enhancements to the
Software funded by Client or developed jointly with Client, provided
that Client reserves for itself or IntelliClaim grants Client,
respectively, a perpetual, royalty-free, world-wide, nonexclusive right
and license to use any such enhancements only in conjunction with the
Software.
Q. Turn-Around Time. IntelliClaim represents and warrants that, after
the initial 60 days of production processing, all Claims shall be
processed by the IntelliClaim Service and returned to Client within
four hours from the time that the claims have been received via the
agreed upon claim extract process. This turn-around time shall apply
for those dates on which the daily volume does not exceed 25,000
claims. With prior notification for the increase in daily volume beyond
25,000 claims, IntelliClaim will have two weeks to adjust its processes
to accommodate the increased volume, and the turn-around time
requirements contained herein shall then apply after such two-week
period. Otherwise,
failure to achieve the four hours turn-around will result in the
following return to Client of the following amounts, as measured as a
percentage of the daily processing fees:
- If any claims are returned to Client between 4 and 8 hours
from the time received, 10% of the daily fee will be paid by
IntelliClaim to Client, where such daily fee is calculated as a
pro-rata percentage of all annualized license and service fees.
- If any claims are returned to Client between 8 and 24 hours
from the time received, 25% of the daily fee will be paid by
IntelliClaim to Client, where such daily fee is calculated as a
pro-rata percentage of all annualized license and service fees.
- If any claims are returned to Client beyond 24 hours from
the time received, 50% of the daily fee will be paid by IntelliClaim to
Client, where such daily fee is calculated as a pro-rata percentage of
all annualized license and service fees.
IntelliClaim further represents and warrants that it has, and
throughout the Term will have, sufficient capacity (including hardware
and software capacity) to properly process at least 200% of the average
number of Claims made available by Client for processing on a given day
of the week during the then-preceding three month period (or, in the
case of the first three months following the implementation of the
IntelliClaim Service, at least 40,000 Claims per day).
R. Escrow Option. The Client has the option at any point during the
term of this agreement to require that IntelliClaim keep and maintain
current a copy of the Source Code in escrow with an escrow agent, for
release to Client in the event of the bankruptcy of IntelliClaim, or of
its failure to be able to provide, during the term of this lease or any
renewals, the services described in this Agreement. The copy of the
Source Code placed in escrow shall be reproduced and maintained on
media compatible with Client's hardware products and shall be
accompanied by full documentation therefore. When a change is made to
the Source Code by or on behalf of IntelliClaim during the term of the
escrow agreement, the revised Source Code, including the change, shall
be delivered to the escrow agent monthly not later than the first week
of the month after the change is effected by or on behalf of
IntelliClaim. Any fees required for such escrow arrangement will be the
sole expense and cost of the Client.
IV. Pricing and Fees
A. IntelliClaim's fees are as described in Exhibit A.
B. Client shall pay IntelliClaim within forty five (45) days of
receipt of invoice for all fees which are due and invoiced. Interest of
one percent (1%) per month will be incurred on overdue payments, other
than on payments of any amounts being disputed by Client in good faith.
V. Audit
A. Client may audit (or have a third party audit), at its own
expense, all source documents and records that form the basis for
invoices to Client under this Agreement, and may carry out (or have
third parties carry out) any other audits reasonably requested in order
to verify IntelliClaim's performance of its obligations under this
Agreement (including without limitation those under Section IX below).
B. Audits shall occur upon reasonable advance written notice of
not less than ten (10) business days and shall take place at the
auditee's offices during the auditee's regular business hours and
subject to the confidentiality requirements of this Agreement.
VI. Indemnification and Insurance
A. IntelliClaim Obligations.
1. IntelliClaim shall defend, indemnify, hold and keep
harmless Client and its affiliates (including their
respective directors, officers, agents, and employees)
against all damages, losses, related costs and expenses
(including reasonable legal fees and disbursements and
costs of investigation, settlement, interest and
penalties) and any and all payments by an indemnified
party under a settlement agreement approved in writing in
advance by IntelliClaim (which approval shall not be
unreasonably withheld, conditioned or delayed) arising
from or relating to a third party claim against Client or
any of its affiliates (or any of their respective
directors, officers, agents, or employees) alleging,
directly or indirectly, that: (i) IntelliClaim, in its
performance of this
Agreement, or any of the Software (including related
documentation), services or other deliverables provided by
IntelliClaim under this Agreement (including the
IntelliClaim Business Rules and, to the extent based on
the IntelliClaim Business Rules, the Client Business
Rules), has violated or violates any applicable law or
regulation; (ii) any of the Software (including related
documentation), services or other deliverables provided by
IntelliClaim under this Agreement (including the
IntelliClaim Business Rules and, to the extent based on
the IntelliClaim Business Rules, the Client Business
Rules) (when used in accordance with this Agreement)
infringes any patent, copyright, trademark, trade secret
or other intellectual or proprietary right of a third
party; (iii) the Software failed to operate in accordance
with its documentation (when used in accordance with this
Agreement); (iv) IntelliClaim breached any of its
obligations under this Agreement, including without
limitation confidentiality obligations or any
representation or warranty contained in this Agreement; or
(v) IntelliClaim (including any of its employees,
subcontractors or agents) committed a negligent or
wrongful act or omission.
2. The indemnity in Section VI.A.1 above shall not be
enforceable if the damage or award is determined to result
solely from, and is caused solely by, a negligent or
wrongful act or omission of Client.
3. In the event that claims under this Section result from
acts or omissions by both parties, IntelliClaim's
obligation to indemnify Client under this Section VI shall
be apportioned to the extent that it is at fault for the
claim.
B. Client's Obligations.
1. Client shall hold and keep harmless and indemnify
IntelliClaim (including its directors, officers, and
employees) against all damages, losses, related costs and
expenses (including reasonable legal fees and
disbursements and costs of investigation, settlement,
interest and penalties) and payments by IntelliClaim under
a settlement agreement approved in advance in writing by
Client arising from or relating to a third party claim
against IntelliClaim (or any of its
directors, officers, agents or employees) alleging,
directly or indirectly, that Client has committed a
negligent or wrongful act or omission.
2. The indemnification in Section VI.B.1 above shall not
be enforceable if the damage or award is determined to
result solely from, and is caused solely by, a negligent
or wrongful act or omission of IntelliClaim.
3. In the event that claims under Section VI.B result from
acts or omissions by both parties, Client's obligation of
indemnification under this Section VI shall be apportioned
to the extent it is at fault for the claim.
C. Notice. The party seeking indemnification under this Section
VI must notify the other party promptly in writing of any suit or claim
for which it seeks indemnification and give that party the opportunity
to arrange and direct the defense of the matter, and must provide all
information and assistance reasonably necessary for such a defense,
subject to the limitations and exceptions set forth herein; provided,
however, that no failure to so notify the indemnifying party shall
relieve the indemnifying party of its obligations under this Agreement
except to the extent that the failure or delay is materially
prejudicial to the indemnifying party. Within twenty (20) days
following receipt of such written notice, but in any event no later
than ten (10) days prior to the deadline for any responsive pleading,
the indemnifying party shall notify the indemnified party in writing (a
"Notice of Assumption of Defense") if the indemnifying party elects to
assume control of the defense of such suit or claim. If the
indemnifying party delivers a Notice of Assumption of Defense with
respect to a claim within the required period, the indemnifying party
shall, subject to the exceptions set forth in the following sentence,
have sole control over the defense and settlement of such claim;
provided, however, that (i) the indemnified party shall be entitled to
participate in the defense of such claim and to employ counsel at its
own expense to assist in the handling of such claim and (ii) the
indemnifying party shall obtain the prior written approval of the
indemnified party before entering into any settlement of such claim or
ceasing to defend against such claim. After the indemnifying party has
delivered a timely Notice of Assumption of Defense relating to any
claim, the indemnifying party shall not be liable to the indemnified
party for any legal expenses incurred by such indemnified party in
connection with the defense of such claim; provided that the
indemnified party shall be entitled to retain and control the
defense of such claim, using counsel of its own choice, at the sole
cost and expense of the indemnifying party, in the event that (1)
conflicts or potential conflicts of interest between the parties so
require, (2) such claim involves remedies or disputes other than claims
for monetary damages, or (3) the defense or settlement of such claim
could impair ongoing business relationships with any material provider
of the indemnified party, or with any governmental or regulatory
authority. In addition, the indemnifying party shall not be required to
indemnify the indemnified party for any amount paid by such indemnified
party in the settlement of any claim for which the indemnifying party
has delivered a timely Notice of Assumption of Defense if such amount
was agreed to without prior written consent of the indemnifying party,
which shall not be unreasonably withheld or delayed in the case of
monetary claims. An indemnifying party may withhold consent to
settlement of claims of infringement affecting its proprietary rights
in its sole discretion. If the indemnifying party does not deliver a
Notice of Assumption of Defense relating to a claim within the required
notice period, the indemnified party shall have the right to defend the
claim in such a manner as it may deem appropriate, at the cost and
expense of the indemnifying party. The indemnifying party shall
promptly reimburse the indemnified party for all such costs and
expenses upon written request therefore.
D. Insurance. IntelliClaim shall, for the entire Term, provide
and maintain the following types and amounts of insurance coverage: (1)
comprehensive general liability insurance, including contractual
liability coverage, products-completed operations coverage, personal
injury and comprehensive automobile liability insurance, in an amount
not less than $1,000,000 per occurrence, and (2) worker's compensation
insurance in accordance with all applicable state laws, including
employer's liability insurance, in an amount not less than $500,000.
IntelliClaim shall, prior to providing services under this Agreement
and not less than annually thereafter, provide to Client a certificate
of insurance evidencing such insurance coverage and naming Client as an
additional insured on the comprehensive general liability insurance
policy.
VII. Warranties and Limitation on Liability
A. Warranties. IntelliClaim hereby represents and warrants that the
Software will conform to the published literature provided to Client by
IntelliClaim and referred to in Exhibit B.
B. Functional Components: IntelliClaim represents and warrants that the
Software performs those functions that are described in the published
specifications as referred to in Functional Components in Exhibit B.
IntelliClaim will provide maintenance during the term of the agreement
as set forth in Section III.F and Exhibit B. In the event that a
problem is solely due to Client's program alterations or failure to
comply with the terms of this Section VII, then time and expenses
associated with such support shall be billed by IntelliClaim at its
current applicable rates at the rates indicated in Exhibit A, and paid
by Client. IntelliClaim may periodically release new versions of the
Software. Client will have the right to use such new versions.
IntelliClaim will also periodically send Program Fixes to Client.
1. Client shall use commercially reasonable efforts to
assist IntelliClaim in placing the Software on line as
intended by the Client, and in researching and documenting
the circumstances of program malfunctions.
2. IntelliClaim similarly warrants all corrections to the
Software, including any Software modifications, all of
which were applied in accordance with the terms and
conditions of this License and Agreement.
3. IN NO EVENT SHALL INTELLICLAIM OR CLIENT BE LIABLE FOR
SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR
PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, WHETHER
BASED ON CONTRACT OR TORT, WARRANTY OR OTHERWISE, EVEN IF
THEY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
EXCEPT FOR CLAIMS MADE UNDER SECTION VI. FURTHERMORE,
EXCEPT FOR CLAIMS MADE UNDER SECTIONS VI, VII, VIII OR IX
HEREOF, AND FOR CLAIMS ARISING FROM A PARTY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, LIABILITY OF EITHER
PARTY FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE,
BREACH OF
CONTRACT, WARRANTY OR OTHERWISE SHALL, IN THE AGGREGATE,
NOT EXCEED THE GREATER OF $1,000,000 OR THE FEES PAID
HEREUNDER.
C. IntelliClaim represents and warrants (both as of the date of this
Agreement and at all times during the Term) that none of the Software
(including related documentation), services or other deliverables
provided by IntelliClaim under this Agreement will infringe any patent,
copyright, trademark, trade secret or other intellectual or proprietary
right of Client or a third party. In the event of any such infringement
or alleged infringement, IntelliClaim will (in addition and not in lieu
of any other obligations or liabilities IntelliClaim may have under
this Agreement) promptly replace the infringing item(s) with
non-infringing items having at least the same functionality, obtain the
rights from Client or third party for Client to continue using the
infringing item(s), or modify the infringing item(s) to make them
non-infringing.
D. IntelliClaim guarantees that the Software will maintain patient data
confidentiality and that IntelliClaim will maintain patient data
confidentiality while data resides within its physical and electronic
boundaries, or in the disposal of any such data.
E. IntelliClaim warrants that it has accurately implemented defined
overpayment prevention rules and interventions. IntelliClaim warrants
that all information that describes the origin and details of a
specific rule or edit is accurate. IntelliClaim will provide or
arrange, at IntelliClaim's sole cost and expense, for expert testimony
about business rule origin and logic as requested by Client to support
such defenses as Client may require as a result of any health care
provider claim against Client arising directly from the operation of
the Software.
F. IntelliClaim warrants and covenants that the services provided under
this Agreement will be performed in a professional and workmanlike
manner, consistent with industry standards reasonably applicable to
such services.
G. With respect to Client's contractually mandated claims payment,
IntelliClaim does not warrant that any specific payment rules
identified for Client complies with the requirements of Client's health
plan contracts. IntelliClaim does not warrant that any
overpayments identified by IntelliClaim and recommended to Client
constitute all the identifiable overpayments with respect to any claim
or claims.
VIII. Confidentiality
A. IntelliClaim hereby agrees that it shall use all data and any
information provided to or otherwise learned by it in the performance
of this Agreement solely for the purposes of providing the Software and
services to Client under this Agreement and revising and modifying the
IntelliClaim Business Rules. At no time shall the payment rules or data
be used for demonstration unless the demonstration is being performed
for Client's employees, subcontractors or agents. Any such information
shall be kept confidential and IntelliClaim shall not disclose any such
information in any manner whatsoever; provided, however, that
IntelliClaim may make such disclosure if such disclosure is required by
applicable law and, a reasonable time prior to making such disclosure,
IntelliClaim advises Client and gives Client an opportunity to seek an
appropriate protective order.
B. Client hereby agrees that it shall keep the Software
(including but not limited to the source code) and the processing logic
of how IntelliClaim's claims overpayment prevention rules and
interventions are applied confidential and will not disclose any of
such information in any manner whatsoever to any third party; provided,
however, that (1) Client may make such disclosure if such disclosure is
(A) required by applicable law and, a reasonable time prior to making
such disclosure, Client advises IntelliClaim and gives IntelliClaim an
opportunity to seek an appropriate protective order or (B) reasonably
required to defend a challenge by a third party as to the validity of
any Business Rule, or otherwise to enforce Client's rights under this
Agreement, and (2) the foregoing obligations shall not apply to any
information that (A) is or becomes publicly available other than as a
result of a breach of this Agreement by Client, (B) is rightfully
received by Client from a third party and not subject to
confidentiality obligations or (C) is in Client's possession prior to
the date of this Agreement. Nothing herein shall be construed to limit
Client's right to enhance its own claims rules and interventions with
those known in the industry and/or developed by it independently of
IntelliClaim's confidential information.
C. Upon termination of this Agreement, each party shall return or
destroy any confidential information received from the other under this
Agreement to the other. Notwithstanding the return and/or destruction
of any confidential information, the parties shall continue to be bound
by their respective obligations of confidentiality hereunder.
D. Each party agrees that it will evaluate the appropriateness of
allowing the other party to refer to it in its advertising and sales
promotions. The results of such evaluation shall be in the sole
discretion of each party. IntelliClaim agrees it shall not, in the
course of performance of this License and Agreement or thereafter, use
Client's name in any advertising or promotional material or represent
that Client is a customer or client of IntelliClaim without the prior
written consent of Client.
E. IntelliClaim acknowledges that the confidentiality of all
Patient Medical Information (as defined herein) and records in regards
to, but not limited to, data storage, transmission, preservation,
printed documentation and electronic access, is to be maintained at all
times in accordance with all local, state and federal requirements
therefore and the provisions of this Agreement. IntelliClaim may use or
have access to Patient Medical Information to carry out the obligations
of IntelliClaim set forth in this Agreement or as required by law,
subject to the provisions of Sections 2 through 10, below. "Patient
Medical Information" shall mean (a) all Individually Identifiable
Health Information (as defined herein), whether (i) transmitted by
Electronic Media, (ii) maintained in any medium constituting Electronic
Media; or (iii) transmitted or maintained in any other form or medium
and (b) any Nonpublic Personal Financial Information, as that term is
defined by the NAIC Model Privacy of Consumer Financial and Health
Information Regulation (2000) issued pursuant to the Gramm Xxxxx Xxxxxx
Act. "Patient Medical Information" shall not include (i) education
records covered by the Family Educational Right and Privacy Act, as
amended, 20 U.S.C. Section 1232g and (ii) records described in 20
U.S.C. Section 1232g(a)(4)(B)(iv).
F. "Individually Identifiable Health Information" shall mean
information that is a subset of health information, including
demographic information collected from an individual, and (i) is
created or received by a health care provider, health plan, employer,
or health care clearinghouse; and (ii) relates to the past, present, or
future physical or mental health or condition of an individual; the
provision of health care to an individual;
or the past, present or future payment for the provision of health care
to an individual; and (a) identifies the individual, or (b) with
respect to which there is a reasonable basis to believe the information
can be used to identify the individual; and (iii) relates to
identifiable non-health information including but not limited to an
individual's address, phone number and/or Social Security number.
G. "Electronic Media" shall mean the mode of electronic
transmissions. It includes the Internet, extranet (using Internet
technology to link a business with information only accessible to
collaborating parties), leased lines, dial-up lines, private networks,
and those transmissions that are physically moved from one location to
another using magnetic tape, disk, or compact disk media. IntelliClaim
shall ensure that its directors, officers, employees, contractors and
agents do not use Patient Medical Information received from Client in
any manner that would constitute a violation of the Privacy Standards
if used in a similar manner by Client. "Privacy Standards" shall mean
(a) the Health Insurance Portability and Accountability Act of 1996 and
the regulations promulgated thereunder, including the Standard for
Privacy of Individually Identifiable Health Information, 45 C.F.R.
Parts 160 and 164, (b) the Gramm Xxxxx Xxxxxx Act and any applicable
regulations governing privacy and confidentiality promulgated
thereunder, and (c) other federal or state laws or regulations
governing the use, disclosure, confidentiality, security or privacy of
Patient Medical Information or other personally identifiable
information. IntelliClaim shall not use Patient Medical Information for
the purpose of creating de-identified information that will be used for
any purpose other than to carry out the obligations of IntelliClaim set
forth in this Agreement or as required by law.
1. Disclosure of Patient Medical Information. IntelliClaim and
its directors, officers, employees, contractors and agents
shall not disclose Patient Medical Information received from
or relating to Client or any of its affiliates other than as
is necessary to carry out the obligations of IntelliClaim set
forth in this Agreement or as required by law, subject to the
provisions of Sections 2 through 10, herein. Patient Medical
Information shall not be disclosed in any manner that would
constitute a violation of the Privacy Standards if disclosed
in a similar manner by Client.
2. Safeguards Against Misuse of Information. IntelliClaim
agrees that it will implement all appropriate safeguards to
prevent the use or disclosure of Patient Medical Information
in any manner other than pursuant to the terms and conditions
of this Agreement.
3. Reporting of Disclosures of Patient Medical Information.
IntelliClaim shall, as soon as reasonably practicable and in
any event within five (5) days of becoming aware of a loss, a
suspected loss, or disclosure of Patient Medical Information
in violation of this Agreement by IntelliClaim, its officers,
directors, employees, contractors or agents or by a third
party to which IntelliClaim disclosed Patient Medical
Information pursuant to Section 2 of this Agreement, report
any such disclosure to Client's Privacy and Security Officers.
4. Agreements with Third Parties. IntelliClaim shall enter
into an agreement with any agent, subcontractor or other third
party that will have access to Patient Medical Information
that is received from, created or received by IntelliClaim on
behalf of Client or any of its affiliates pursuant to which
such third party agrees to be bound by the same restrictions,
terms and conditions that apply to IntelliClaim pursuant to
this Agreement with respect to such Patient Medical
Information. Under such agreement, the third party shall (a)
provide reasonable assurances that such Patient Medical
Information will be held confidential as provided pursuant to
this Agreement, (b) provide reasonable assurances that such
Patient Medical Information will be disclosed only as required
by law or for the purposes for which it was disclosed to such
third party, and (c) immediately notify IntelliClaim of any
breaches of the confidentiality of the Patient Medical
Information, to the extent it has obtained knowledge of such
breach.
5. Access to Information. As soon as reasonably practicable,
and in any event within five (5) business days of a request by
Client for access to Patient Medical Information about an
individual contained in a Designated Record Set, IntelliClaim
shall make available to Client such Patient Medical
Information for so long as such information is maintained in
the Designated
Record Set. "Designated Record Set" shall mean a group of
records maintained by or for Client that is (i) the medical
records and billing records about individuals maintained by or
for Client, (ii) the enrollment, payment, claims adjudication,
and case or medical management record systems maintained by or
for a health plan; or (iii) used, in whole or in part, by or
for Client to make decisions about individuals. As used
herein, the term "Record" means any item, collection, or
grouping of information that includes Patient Medical
Information and is maintained, collected, used, or
disseminated by or for Client. In the event any individual
requests access to Patient Medical Information directly from
IntelliClaim, IntelliClaim may not deny access to the Patient
Medical Information requested. Rather, IntelliClaim shall,
within two (2) business days, forward such request to Client.
6. Availability of Patient Medical Information for Amendment.
As soon as reasonably practicable, and in any event within ten
(10) business days of receipt of a request from Client for the
amendment of an individual's Patient Medical Information or a
record regarding an individual contained in a Designated
Record Set (for so long as the Patient Medical Information is
maintained in the Designated Record Set), IntelliClaim shall
provide such information to Client for amendment and
incorporate any such amendments in the Patient Medical
Information as required by 45 C.F.R. Section 164.526. In the
event that the request for the amendment of Patient Medical
Information is made directly to the IntelliClaim, IntelliClaim
may not deny the requested amendment. Rather, IntelliClaim
shall, within two (2) business days, forward such request to
Client.
7. Audit. Upon reasonable notice, Client may audit and inspect
IntelliClaim's internal practices and the books and records in
IntelliClaim's possession for the purpose of assessing
IntelliClaim's use and disclosure of Patient Medical
Information received from Client or created by IntelliClaim on
behalf of Client. Such books and records shall be made
available to Client for its audit or inspection during regular
business hours.
8. Accounting of Disclosures. As soon as reasonably
practicable, and in any event within ten business (10) days of
notice by Client to IntelliClaim that it has received a
request for an accounting of disclosures of Patient Medical
Information regarding an individual during the six (6) years
prior to the date on which the accounting was requested,
IntelliClaim shall make available to Client such information
as is in IntelliClaim's possession and is required for Client
to make the accounting required by 45 C.F.R. Section 164.528.
At a minimum, IntelliClaim shall provide Client with the
following information: (i) the date of the disclosure, (ii)
the name of the entity or person who received the Patient
Medical Information, and if known, the address of such entity
or person, (iii) a brief description of the Patient Medical
Information disclosed, and (iv) a brief statement of the
purpose of such disclosure that includes an explanation of the
basis for such disclosure. In the event the request for an
accounting is delivered directly to IntelliClaim, IntelliClaim
shall within two (2) business days forward such request to
Client. It shall be Client's responsibility to prepare and
deliver any such accounting requested. IntelliClaim hereby
agrees to implement an appropriate record keeping process to
enable it to comply with the requirements of this Section.
9. Availability of Books and Records. IntelliClaim hereby
agrees to make its internal practices, books and records
relating to the use and disclosure of Patient Medical
Information received from, created or received by IntelliClaim
on behalf of, Client available to the Secretary for purposes
of determining Client's and IntelliClaim's compliance with the
Privacy Standards. "Secretary" shall mean the Secretary of the
Department of Health and Human Services.
10. Return of Records. At termination of the agreement between
Client and IntelliClaim, if feasible, IntelliClaim shall
return or destroy all such information received from, created
or received on behalf of Client that IntelliClaim maintains in
any form and shall not retain any copies of such information,
or if such return or destruction is not feasible, extend the
protections in this Section 10 to such information and limit
further uses and
disclosures to those purposes that make the return or
destruction of such information infeasible.
11. IntelliClaim will at all times encrypt all Claims-related
data before transmission to or from IntelliClaim, using
encryption software that is compliant with the Privacy
Standards and mutually agreed upon by IntelliClaim and Client.
IX. Other Provisions
A. Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all prior agreements and other agreements, whether written
or oral
B. Waivers and Amendments. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and any provision
of this Agreement may be waived, only by a written instrument signed by
the parties or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor any
single or partial exercise of any right power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any
other right power or privilege hereunder.
C. Affirmative Action. The provisions set forth in U.S.
Department of Labor regulations dealing with equal employment
opportunity obligations of government contractors and subcontractors,
employment by government contractors of Vietnam-era and disabled
veterans, and employment of the physically handicapped by government
contractors and subcontractors, are incorporated by reference herein
and shall constitute additional terms and conditions to which
IntelliClaim agrees.
D. Governing Law. Any disputes, lawsuits, claims or controversies
arising out of or relating in any way to this Agreement, including the
construction, interpretation or enforcement of this Agreement, shall be
governed by, and construed in accordance with and subject to, the laws
of the State of Connecticut.
E. Notices. Any notice or other communication required or which
may be given hereunder shall be in writing and shall be delivered
personally or via facsimile, or sent by certified, registered or
express mail, or by reputable overnight delivery service, postage
prepaid, to the parties at the addresses set forth on the signature
page hereto, or at such
other addresses as shall be specified by the parties by like notice,
and shall be effective upon receipt if delivered personally, upon
confirmed transmission if delivered by facsimile, three (3) business
days after the mailing date, if delivered via mail, or on the first
business day after the mailing date, if delivered via overnight
delivery service.
If to Client: Comprehensive Health Management, Inc.
0000 Xxxxx Xxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Facsimile: (000) 000-0000
With a copy to: Comprehensive Health Management, Inc.
0000 Xxxxx Xxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
If to IntelliClaim: IntelliClaim
00 Xxxxxx Xxxxxx
Xxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
F. Severability. If any provision of this Agreement, or the
application of such provision to any person or circumstances, is held
invalid or unenforceable, the remainder of the Agreement, or the
application of such provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be
affected thereby. The remaining provisions shall be construed so as to
effectuate the intent of the parties.
G. Dispute Resolution. The parties shall meet in an attempt to
resolve any controversy or claim arising out of or related to this
Agreement including any possible breach of the terms of this Agreement
promptly by negotiations between senior executives of the parties who
have authority to settle controversy. The disputing party will give the
other party written notice of the dispute and its desire to initiate
the process provided for in this Section. Within twenty (20) days after
receipt of such notice, the receiving party shall submit to the other a
written response. Such disputing party notice and receiving party
response will include (i) a statement of position and arguments
supporting such position and (ii) the name and title of the executive
who will represent it
in the negotiations. Such executives will meet at a mutually acceptable
time and place within thirty (30) days of the date of the disputing
party's notice and thereafter as soon as they reasonably deem necessary
to exchange information and to attempt to resolve the dispute. If the
dispute has not been resolved within sixty (60) days of the disputing
party's notice, or if either party will not meet within thirty (30)
days, either party may initiate binding arbitration of the dispute,
which will be finally settled by a single arbitrator pursuant to the
Commercial Arbitration Rules of the American Arbitration Association,
with the Expedited Procedures applying in all cases. Any such
arbitration proceeding shall be held in Norwalk, Connecticut.
Notwithstanding the foregoing, either party shall have the right to
seek injunctive or other equitable relief in any court of competent
jurisdiction in the event of any breach of threatened breach of this
Agreement by the other party and, without limitation, the parties agree
that any violation of Section VIII hereof would cause irreparable harm
and that, therefore, the non-breaching party shall be entitled to seek
immediate injunctive relief to prevent or redress such violation. For
purposes of the preceding sentence only, the parties consent to the
exclusive jurisdiction of the state or federal courts located in
Fairfield County, Connecticut.
H. Independent Contractors. In the course of performing under
this Agreement, each of the parties will operate as, and have the
status of, an independent contractor and will not act as an agent,
partner, employee or fiduciary of the other party. Neither party will
have the right or authority to assume or create any obligations or to
make any representations or warranties on behalf of any other party,
whether express or implied or to bind the other party in any respect
whatsoever. Without limiting the generality of the foregoing,
IntelliClaim acknowledges that neither it nor any of its employees is
an agent or employee of Client, is entitled to any Client employment
rights or benefits or is authorized to act on behalf of Client.
IntelliClaim shall be solely responsible for any and all tax
obligations of IntelliClaim, including but not limited to all city,
state and federal income taxes, social security withholding tax and
other self employment tax incurred by IntelliClaim.
I. Binding Effect Benefit. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and any successors
and permitted assigns. Nothing in this Agreement expressed or implied
is intended to confer on any person other than the parties
hereto or their successors and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
J. Assignment. Neither IntelliClaim nor Client may assign this
Agreement without the prior written consent of the other party, which
will not be unreasonably withheld or delayed; provided that either
party may assign this Agreement to its successor upon written notice to
the other party as a result of a merger, reorganization, stock sale,
sale of substantially all of its assets or other similar merger,
consolidation, acquisition or reorganization.
K. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
L. Headings. The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
M. Non-exclusivity. Nothing in this Agreement shall be construed
to confer upon IntelliClaim any exclusive rights to perform the
services hereunder to Client. Client may contract with other like
vendors or expand its own claims review systems at Client's sole
discretion.
N. Force Majeure. To the extent either party's performance is
made impossible or delayed due to an act of God, natural disaster or
the act or omission of a third party (who is not a contractor, agent,
affiliate or otherwise under the control or influence of such party for
example, the failure of Client or a Client contractor to perform
activities on which IntelliClaim's performance is dependent or a code
freeze imposed by Client) (collectively, a "Force Majeure Event"), then
such party's performance under this Agreement will be excused to such
extent provided that (i) such party takes all commercially reasonable
efforts to mitigate the effects of the Force Majeure Event (e.g., work
arounds, substitute performance), (ii) promptly notifies the other
party in writing of the existence and nature of the Force Majeure
Event, the extent to which such party's performance is affected, and
the steps such party is taking to mitigate the effects of the Force
Majeure Event, and (iii) promptly resumes full performance of its
obligations once the Force Majeure Event ceases to continue; provided,
however, that if one party's performance is delayed for 15 or more days
due to a Force Majeure Event, the other party
shall have the right to terminate this Agreement upon written notice to
the non-performing party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
below.
IntelliClaim, Inc. Comprehensive Health Management, Inc.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxx X. Xxxxx
---------------------- -------------------------------------
Xxxxx Xxxxxx Xxxx X. Xxxxx, President
Date: 4/10/03 Date: 4/2/03
Address: Address:
00 Xxxxxx Xxxxxx 0000 Xxxxx Xxxx Xxxxx Xxxxxxx
Xxxxxxx, XX 00000 Xxxxx 000
Xxxxx, XX 00000
Phone: (000) 000-0000 Phone:
Facsimile: (000) 000-0000 Facsimile:
Exhibit A
Charges
I. Service Fees.
A. Initial Twelve Month Limited Use License Fee: The Client will
pay IntelliClaim a total License Fee of $127,000 for the licensing of
the Software for use by an unlimited number of users, excluding the use
of Claims History, and the delivery of services and support by
IntelliClaim for the First Year. This fee will be due at contract
execution. This includes Professional services necessary for the
configuration of the Client's "Base Service Set-up" as specified in
II.A. Services requested by the Client that extend beyond the scope of
the Base Service Set-up will be available on a time and materials
basis.
B. Rules Utilizing Claims History: The Client will pay
IntelliClaim a monthly Service fee of $10,500 per month for the use of
IntelliClaim's Operational Data Warehouse to process claims utilizing
claims history. This option is available to the Client at any point
during the contract term. IntelliClaim will enable the utilization of
history upon written request and the Client will have a ninety (90)
period to determine if this functionality will be deployed permanently.
Once the Client has agreed to activate this functionality on a
permanent basis, through the use of a Change Request Authorization(CRA)
that will authorize the use of rules across claims, the total monthly
fees will be calculated from the initial written request. Thereafter,
Client shall have the right to terminate this option at any time upon
not less than 90 days' prior written notice to IntelliClaim, in which
case the monthly Service fee shall no longer accrue upon the effective
date of such termination.
C. Renewal of Limited License Fee: The Client shall pay to
IntelliClaim a total License Fee of $11,000 per month for the remaining
six (6) months of the Initial Term (after the First Year), and for any
Renewal Terms, for the licensing of the Software for use by an
unlimited number of users and the delivery of services and support by
IntelliClaim plus service fees for the use of history if that feature
is used, and any other fees for services requested by Client. This Fee
and subsequent installments shall be payable on a monthly basis for the
term of the Agreement within forty-five (45) days following the receipt
by Client of an invoice from IntelliClaim for such amount.
D. RoboCOPS: The Client shall pay to IntelliClaim a service fee
of $62,000 for the implementation of a single seat license for the
RoboCOPS technology and the application that will provide an automated
interface for the IntelliClaim recommendations for use during a twelve
(12) month period. This fee is due at contract execution. If there is
modification to the configuration required by the release number 7.3
upgrade to Client's claim system, or if the integration point for the
claims extract process moves from post adjudication to
pre-adjudication, IntelliClaim shall provide support for such
reconfiguration within this service fee for no charge other than the
direct expenses of travel. For the term of this Agreement and any
renewals, the Client shall pay to IntelliClaim yearly a license and
maintenance fee of $15,000 (pro-rated for any partial year) for support
of the RoboCOPS application, which fee shall cover upgrades and basic
software maintenance. Custom configuration or modification for Client,
other than for the initial configuration or re-installation at a
difference point in the claim workflow, will be provided on a time and
material basis.
E. Termination Fee. If Client terminates this agreement prior to
the end of the First Year pursuant to Section II.A of the Agreement,
Client will pay IntelliClaim a "Termination Fee" equivalent to three
months of the License Fee specified in Section A above plus, if Client
has activated the use of the Operational Data Warehouse prior to such
termination, three months of the service fee specified in Section B
above. The Termination Fee will be credited to reduce any amounts
IntelliClaim owes Client upon termination (including, without
limitation, any amounts due pursuant to Section II.E of the Agreement),
with any resulting net amount payable by either party to the other to
be due within thirty (30) days following the effective date of
termination.
II. Professional Fees
A. Professional and Consulting Service Fees. If Client determines
a requirement for other services beyond: i.) those described in Base
Service Set Up; and/or ii) the hours included as part of the Monthly
Service Fee, such services shall be available from IntelliClaim staff
on a time and materials basis. The current standard rates are included
in the table below Section D.
B. Approvals. Upon the request of Client, IntelliClaim will
provide Client with an estimate of all services to be provided and will
ensure availability of resources.
IntelliClaim shall receive prior written approval before incurral of
any such Services Fees.
C. Travel Expenses. Client agrees to pay reasonable out of pocket
expenses incurred by IntelliClaim in connection with services provided
under this Agreement, including travel, lodging, and living expenses,
and other reasonable out of pocket expenses, provided that any such
expenses are approved in advance by Client, and that IntelliClaim
provides Client with reasonable documentation thereof. Fees will be
become due and payable 45 days from Client receipt of invoice.
D. Hourly Rates: IntelliClaim will perform all professional
services other than those included under the service fee or for
implementation in the First Year on a time and materials basis
calculated at a 10% discount from the then current hourly rates. The
Client will receive notification of any changes to the 2003 Hourly Fee
schedule below:
Resource Hourly Rate
-------- -----------
Sr. Management $ 300
Technical Lead $ 251
Sr. Project Manager $ 218
Sr. Content Manager $ 218
Sr. Software Engineer $ 218
Sr. Systems Administrator $ 218
Sr. Quality Assurance $ 218
Project Manager $ 180
Content Manager $ 180
Software Engineer $ 180
System Administrator $ 180
Quality Assurance $ 180
Jr. Content Manager $ 137
Jr. Software Engineer $ 137
Jr. System Administrator $ 137
Jr. Quality Assurance $ 137
Exhibit B
IntelliClaim Service and Support
The IntelliClaim Service includes the technological, service and
reporting components described in the Sections below. The use of the Operation
Data Warehouse will be limited unless the Client has selected the Rules
Utilizing Claim History option. Unless otherwise expressly provided, all
features, functionality and services described in this Exhibit are to be
provided by IntelliClaim to Client as a part of the basic service covered within
a Monthly Service Fee.
III. Functional Components.
The functional components of the IntelliClaim Traffic COP Base Service
system Version 4.0.2001904SWR are as follows:
A. Content Configurator: The proprietary interface and dictionary
structure, which IntelliClaim personnel accesses for maintenance
purposes, comprised of edits and tables of parameters for customizing
the Service to be consistent with the business rules of Client.
B. Operational Data Warehouse: The archive of historical paid
claims data optimized for high speed processing of business rules and
patterns of the Client's provider and member behavior.
C. Data Access: Client will have unlimited access to the
transactional and data warehouse databases for its own internal
business purposes utilizing the standard IntelliClaim products and
services. Additionally, Client may request data extraction, custom
reports and other specific projects, which would be completed on a time
and materials basis.
D. Rules Engine with Advanced Logic: The proprietary Rules Engine
that supports business rules and can involve complex reasoning related
to any claim, member, or provider attribute across historical claims
data.
E. Knowledge Packs: The libraries of edits applied by the Rules
Engine consistent with the Content Configurator setup. IntelliClaim
represents and warrants that the Knowledge Packs currently available to
the Client are consistent with what IntelliClaim provides to any of it
other clients that pay a standard licensing fee. The standard
IntelliClaim fee enables the use of Ingenix Medicode CES edits, CMS
Correct Coding
Initiative edits, and IntelliClaim proprietary edits (the "Initial
Knowledge Packs"). Any additional Knowledge Packs that are acquired by
IntelliClaim from external sources of content will be made available to
Client. If IntelliClaim offers these new Knowledge Packs for no
additional fee to its other clients, they will also be offered to
Client for no additional fees. If IntelliClaim has to pay a third party
a royalty or other per customer fee in order to supply an additional
Knowledge Pack to IntelliClaim's customer and IntelliClaim charges its
other customers incremental fees for such additional Knowledge Pack,
IntelliClaim may offer Client such additional Knowledge Pack subject to
Client paying IntelliClaim a mutually agreed fee.
F. WebCOPS: The browser-based application through which any
designated Client user may access a secured website at IntelliClaim to
view claims, recommendations and reports. The interface will provide
the claim identified with IntelliClaim recommendations, source of rules
and if required, the supporting claim information.
G. Traffic Cop Workflow Manager: A rules based electronic
workflow manager that supports the routing of claims to various
Knowledge Packs, as well as to internal or external destinations based
on requirements for additional review or processing. IntelliClaim will
provide the internal routing capabilities and data requirements for
Client's use in routing claims between the IntelliClaim Rules Engine
and the Client. Any additional Traffic Cop applications, including
Client-initiated development of interfaces to other third party review
organizations, will be programmed for Client on a time and materials
basis.
H. RoboCOPS: A rules based electronic workflow manager that will
provide an automated interface for the IntelliClaim recommendations
through the use of the Client's claim system's user interface.
IntelliClaim will ensure that RoboCOPS, and/or its configuration by
IntelliClaim, will return Claims that had been selected via the claim
extract process and produced recommendations from the IntelliClaim
Rules Engine into the Diamond claims system, properly matching each
Claim to the pending Claim, and unpend such Claims. Such process will
occur automatically, without disruption to the Diamond claims system
and without requiring the time or attention of Client's personnel.
IV. Service Components.
A. Base Service Set Up: IntelliClaim will provide implementation
planning, base system configuration, and initial training during the
Implementation Period as defined in the Implementation Plan. Services
provided include:
1. A mutually acceptable Implementation Plan.
2. Configuration and implementation of applicable business
rules from the library of rules and edits in the IntelliClaim
Knowledge Packs. This includes Type I and Type II rule changes
during the Implementation and Pre-production Periods.
Development of additional custom rules will be developed on a
time and material basis.
3. The configuration and implementation of the Functional
Components of the IntelliClaim Service required to support
applicable business rules. Development of other supporting
workflow processes will be provided on a time and material
basis; and
4. The configuration and implementation of service related
reports, which will be web-based and include, but are not
limited to, the following:
a. Batch Reports
(1) Batch Validation Report detailing the status
of any Claims that the Service may have
failed to process, the reason for any such
failure, and the number of claims processed
by the Service. This Batch Report will
provide an inventory that includes the total
number of claims submitted, rejected,
processed and the number of recommendation
by rule category.
(2) Claim Detailed Audit Report listing each
specific recommendation made by IntelliClaim
(3) Batch Summary Report detailing the number of
times a specific rule fired, including an
estimated financial savings.
(4) Detailed claim listing and status for each
batch of claims provided.
(5) Batch Processing Report providing detail of
receipt, routing and processing of a batch
b. COPS Rules Report summarizing the order in which rules are
firing, along with rule category and certainty. (current,
test, potential).
c. Claim Access Audit Report reporting for number of WebCOPS
inquiries, identity of users who accessed claims, and the
detail of the claim.
d. Savings Reports
(1) Batch Savings Report detailing the number of
times by business rule IntelliClaim
recommendations were applied to the final
claim dispositions.
(2) Batch Savings Claim Detail Report listing
each specific recommendation applied to
final claim dispositions.
(3) Weekly and Monthly Savings reports
summarizing the above reports.
5. IntelliClaim shall provide account management and project
management support to act as the primary point of contacts
between Client and IntelliClaim.
6. Training:
a. Pre-Production Training: IntelliClaim shall provide
training as set forth in Section III.J of the Agreement.
Client will designate the number of individuals who will
attend each session. Additional staff training shall be
available at the then-current standard hourly fee from
IntelliClaim.
b. Training Materials and Documentation: IntelliClaim shall
provide all required materials and documentation for each
session. Additionally, IntelliClaim grants Client the
right to make an unlimited number of copies, in whole or
in part, of the training documentation and other materials
IntelliClaim provides Client, including the right to
create derivative works based on such training
documentation and other materials, solely for Client's
internal use during the term of the Agreement.
B. Support After Base Set Up
1. Operations Help Desk: IntelliClaim shall provide 24/7/365
access to support personnel qualified to assist in the
recovery and restoration of IntelliClaim service as well as
any general user or operational questions. The IntelliClaim
Help Desk will be staffed business days from 8 a.m. to 6 p.m.
(eastern time) and IntelliClaim support personnel will be
available via pager at all other times
2. Client will be provided sixty (60) hours per year of
professional staff time, exclusive of Account Executive time,
for the following services:
a. Client Service Support Desk: IntelliClaim will make
available to Client the resources of the Client Service
Support Desk to ensure the effective operation of the
IntelliClaim service, and to respond to Client's inquiries
requests to optimize the use of the Service.
b. Change Request Development: Client will provide
IntelliClaim with the business specifications that comply
with IntelliClaim's Change Control Process for any
Service, Rule, or Software Change Request After prompt
review of the requested change, IntelliClaim will inform
Claims Processor into which of the following categories
the requested change falls:
(1) Type I Rule Changes. Type I changes are
defined as changes that involve editing
parameters in the configuration files and do
not involve programming changes or new
programming development. IntelliClaim will
be responsible for performing the testing
and quality assurance on all Type I Rule
Changes and acknowledges that Client will
not be responsible, and does not plan to,
perform any such activities with respect to
any Type I Rule Changes.
(2) Type II Rule Changes. Type II changes are
defined as changes to rule logic that can be
achieved without changing the Base software.
IntelliClaim will put Type II Rule Changes
through full user acceptance and integration
testing prior to delivery to Client to
ensure that they do not adversely impact the
functionality or operation of the Service.
(3) Type III Rule Changes. Type II changes are
defined as changes that can only be achieved
by programming and implementing code changes
to the Base software. IntelliClaim will put
Type III Rule Changes through full testing
(including regression testing) and quality
assurance prior to delivery to Client to
ensure that they do not adversely impact the
functionality or operation of the Service.
(4) Non-rule Changes: Changes to other
Functional Components, exclusive of the
Rules Engine. Without limiting the
generality of this statement, this includes
requested changes to reports, workflow, data
structures, or
graphical interfaces that are separate from
specific rule change requests.
Any IntelliClaim professional staff time required to
properly implement the IntelliClaim Service or the
Software, or to correct any errors, defects or other
problems in the IntelliClaim Service or the Software,
shall be provided by IntelliClaim at no cost or expense to
Client, and shall not count against the 60 hours per year
specified above.
3. New Versions of Knowledge Packs. IntelliClaim will
provide documentation for each new release of a Knowledge
Pack. Client will be informed of any new release, update,
patch, correction or other new version or enhancement of a
Knowledge Pack no later than the same is provided to any
other IntelliClaim customer.
V. Maintenance Times
System availability is exclusive of scheduled downtime for maintenance.
IntelliClaim's maintenance will be completed in one window per week of no more
than six (6) hours
