Exhibit 10.10
Asthma Watch(TM)
Software License Agreement
This License Agreement ("Agreement") between Member-Link Systems Inc., a
Delaware Corporation ("Developer") with its principal offices at 00 Xxxxxx
Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X., and Mobile Care Foundation
("Licensee"), located at 000 Xxxxx Xxx., X000, Xxxxxxxx, XX 00000.
The Developer has developed and licenses to users its electronic medical records
management system marketed under the name Medicive(R) (the "System"), which
consists of independent networked software packages, namely AsthmaWatch(TM) and
Medicive(R) Server.
The Licensee desires to utilize a copy of the AsthmaWatch(TM) software
("Software").
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
Developer and licensee agree as follows:
1. License. Developer hereby grants to Licensee a perpetual, non-exclusive,
limited license to use the Software in its mobile care facilities as set
forth in this Agreement. These licenses are specified in Schedule B, annexed
hereto and incorporated by reference herein.
2. The Software. The Software shall consist of the modules or components, shall
perform the functions and shall comply with the proposals and
specifications, identified herein or set forth on Schedule A, annexed
hereto. Each Software module or component, specification and proposal
included or referred to herein or in Schedule A is expressly incorporated by
reference herein.
3. Restriction. Licensees shall not modify, copy, duplicate, reproduce, license
or sublicense the Software, or transfer or convey the Software or any right
in the Software to anyone else without the prior written consent of
Developer; provided that Licensee may make one copy of the Software for
backup or archival purposes. Licensee shall not install the Software on any
network, file server, virtual disk, time sharing, multiple CPU, other
multi-user, bulletin board, or remotely accessible arrangement other than on
a local area network within Licensee's organization, provided Licensee has
paid the license fee for each user of the Software on such network.
The SOFTWARE and documentation are 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 DFAR 252.227-7013 or restricted rights clauses
at 48 CFR 52.227-19 or 52.227-14, as applicable. Contractor/Manufacturer is
Member-Link Systems Inc., I I Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, X.X.
00000.
4. Warranty of Title. Developer hereby represents and warrants to Licensee that
Developer is the owner of the Software or otherwise has the right to grant
to Licensee the rights set forth in this Agreement. In the event of any
breach of the foregoing representation and warranty, Licensee's sole remedy
shall be to require Developer or to either: i) procure, at Developer's
expense, the right to use the Software, ii) replace the Software or any part
thereof that is in breach and replace it with Software of comparable
functionality that does not cause any breach, or iii) refund to Licensee the
full amount of the license fee upon the return of the Software and all
copies thereof to Developer.
5. Payment. Payments under this Agreement shall be tendered by Licensee in
accordance with the Statement of Work tendered to Licensee by Developer and
in the amounts set forth therein, which document is incorporated herein by
reference.
6. Ownership. Developer shall retain title to the Software and to all the
documentation, data and information relating to the Software given by or
disclosed to Licensee. Developer shall own and possess all rights, title and
interest in the Software. Developer expressly has the right to reproduce,
publish, sell, license, and distribute the Software to anyone in accordance
with the terms of this Agreement.
7. Copyright. The Software is owned by the Developer and its suppliers and
contains confidential and proprietary information. The Software is
copyrighted and protected by United States copyright laws and International
treaty provisions. You are allowed to make one backup copy of the software
provided that this copyright and proprietary notice is included.
8. AMA License and CPT & ICD 9 Updates. Where applicable, the Software includes
versions of CPT and ICD 9 codes copyrighted by the American Medical
Association. The AMA license requires an annual fee of $32 and after the
first year will be the responsibility of the end user. In return, the AMA
will provide updates as they become available.
9. Optional Customization. Developer shall use its best efforts, consistent
with Developer's staffing, scheduling and business constraints, to provide
additional services and customization of the Software in accordance with
Licensee's requests from time to time. Such services as to customization
shall be contracted for separately at Developer's customary time and
materials charges then in effect. If Developer determines, in its sole
discretion, that any customization requested by Licensee are of sufficient
general value to the Software's general use to include in the Software or in
future updates of the Software, Developer shall perform such customization
at no charge to Licensee.
10. Warranty Disclaimer. DEVELOPER'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
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11. Limitation of Liability. Developer shall not be responsible for, and shall
not pay, any amount of incidental, consequential or other indirect damages,
whether based on lost revenue or otherwise, regardless of whether Developer
was advised of the possibility of such losses in advance. In no event shall
Developer's liability hereunder exceed the amount of license fees paid by
Licensee, regardless of whether Licensee's claim is based on contract, tort,
strict liability, product liability or otherwise.
12. Notice. Any notice required by this Agreement or given in connection with
it, shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or recognized
overnight delivery services.
If to Developer:
Member-Link Systems, Inc.
00 Xxxxxx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, XX 00000
If to Licensee:
13. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the District of Columbia.
14. No Assignment. Neither this Agreement nor any interest in this Agreement may
be assigned by Licensee without the prior express written approval of
Developer.
15. Final Agreement. This Agreement terminates and supersedes all prior
understandings or agreements on the subject matter hereof. This Agreement
may be modified only by a further writing that is duly executed by both
parties.
16. Severability. If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement, including
all of the remaining terms, will remain in full force and effect as if such
invalid or unenforceable term had never been included.
17. Headings. Headings used in this Agreement are provided for convenience only
and shall not be used to construe meaning or intent.
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IN WITNESS WHEREOF, Developer and Licensee have executed this Software License
Agreement on the day and year first above written.
Member-Link Systems, Inc. Mobile Care Foundation
By: /s/ Xxxx X. Xxxxxxxxxxx By: /s/ Xxxxx Xxxxx
-------------------------- --------------------
Xxxx Xxxxxxxxxxx
President
Date: 10/1/99 Date: 11/9/99
-------------------------- --------------------
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Medicive(R) Asthma Watch(TM)
Licensing Documentation
SCHEDULE A
Medicive(R) AsthmaWatch(TM)
Medicive(R) AsthmaWatch(TM) is the Electronic Charting Graphic User interface
software module to the Medicive(R) Medical Enterprise Database. Designed to
operate on a multiuser client server platform all Code, Containers, Methods
developed and/or integrated by Member-Link Systems and designated third parties
as needed.
The Medicive(R) AsthmaWatch(TM) system consists of a container(s), software
code, widgets, software platforms, software coding tool sets, work process
models, all of which are developed and owned by Member-Link Systems
Software Platform:
Visual C++
Windows NT 4.0
Windows 95 or greater
Hardware Platform
IBM PC
Functions:
o Collect and Enter Medical Information to the Medical Enterprise Database
o Display Medical Information from the Medical Enterprise Database
o Management of Patient Information
o Management of Asthma and Asthma-Related Diseases
o Management of Outcomes Measures
o Management of reports
o Archival and view of Medical Images
o Display of third party data
Medicive Medical Enterprise Database
The Medicive(R) Medical Enterprise Database ("MED") is a relational,
ODBC-compliant database for the housing of all types of information concerning a
Medical Enterprise. It consists of more than 2000 Data Entities, over 1 Million
data elements and for the purposes of this installation resides on Microsoft SQL
Server v7.0.
The MED is the core component of the Medicive(R) System from which
AsthmaWatch(TM) deposits and receives data. All portions of the MED were
developed and are owned by Member-Link Systems Inc.
MEDICIVE(R) MEDICAL ENTERPRISE DATABASE
SOFTWARE LICENSE AGREEMENT
Single User Access License
This software license agreement is a legal agreement licensing a single
PC and its user running a Licensed copy of the Asthma Watch(TM) Electronic Chart
Software, a nontransferable, nonexclusive license to access The Medicive(R)
Medical Enterprise Database as one of __ concurrent users. Mobile CARE
Foundation Center has agreed to be bound by the terms and conditions of this
agreement. The signature of the administrating party, below, signifies and
authorizes acceptance.
Use. This license agreement allows you to install and use one copy of
the software on a single computer. Installation on a network server for the
purpose of internal distribution shall not be allowed, unless a separate license
is acquired for each computer to which the software is distributed.
Copyright. The software is owned by Member-Link Systems, Inc. and its
suppliers and contains confidential and proprietary information. The software is
protected by United States copyright laws and international treaty provisions.
Your System Administrator is authorized to create one (1) backup copy of the
software provided that this copyright and proprietary notice is included.
Term. The license is perpetual and is in effect until terminated.
Termination will occur with the failure to comply with any of the provisions
contained in this agreement.
Authorized By
/s/ Xxxx X. Xxxxxxxxxxx
----------------------------------
Xxxx X. Xxxxxxxxxxx
President
For: Member-Link Systems, Inc.
Accepted By:
/s/ Xxxxx Xxxxx
----------------------------------
For: Mobile Care Foundation
