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EXHIBIT 10.20
MEDICODE(R)
RESELLER
SOFTWARE DEVELOPMENT
AND MAINTENANCE AGREEMENT
THIS RESELLER SOFTWARE DEVELOPMENT AND MAINTENANCE AGREEMENT (the
"Agreement") is dated September 2nd, 1998 (the "Effective Date") and is made by
and between the following Parties:
MEDICODE: MEDICODE, Inc.
a Utah Corporation
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TEL: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
RESELLER: ▇▇▇▇▇▇▇ TXEN Corporation
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax:
RECITALS
WHEREAS, MEDICODE is engaged in the business of developing, licensing
and publishing data base and computer software relating to the medical services
industry, and
WHEREAS, RESELLER is engaged in the business of developing,
licensing, and maintaining computer system software related to the medical
services industry.
NOW, THEREFORE, the Parties hereby agree as follows:
SECTION 1 - DEFINITIONS
1.1. Information. When used in this Agreement, the term "Information"
means any and all information, including, but not limited to: data, databases,
software, design Technology, research, inventions, intellectual property,
patents and patent applications, trade secrets, know how, works of authorship,
methods, customer names, logos, plans, forecasts, prices, business information,
financial information, and the like created by or deemed proprietary to the
Parties.
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1.2. Technology. When used in this Agreement, the term "Technology" means
any and all processes, RESELLER Products, MEDICODE Products, formulas,
compositions, inventions, ideas, and methodology of the Parties.
1.3. MEDICODE Products. When used in this Agreement, the term "MEDICODE
Products" shall mean certain software and database products which are listed in
Exhibit A to this Agreement including (a) any documentation and other works of
authorship developed, authored, compiled or created by MEDICODE for use in
connection with MEDICODE Products, and (b) any modifications, enhancements or
updates of MEDICODE Products.
1.4. RESELLER Products. When used in this Agreement, the term "RESELLER
Products" shall mean certain computer database load routines and/or computer
programs developed by the RESELLER, which are capable of accessing and
implementing MEDICODE Products. The term "RESELLER Products" shall include: (a)
any documentation and other works of authorship developed, authored, compiled
or created by the RESELLER for use in connection with the RESELLER Products,
and (b) any modifications, enhancements or updates prepared by the RESELLER.
1.5. Documentation. When used in this Agreement, the term "Documentation"
means manuals, written or unwritten materials, and any other works of
authorship created by the parties for their respective products.
1.6. Out of Pocket Expenses. When used in this Agreement, the term "Out
of Pocket Expenses" are defined as those reasonable expenses incurred by
MEDICODE with respect to airfare, hotels, meals and incidental expenses in
connection with MEDICODE's installation and/or maintenance activities. Out of
Pocket Expenses do not include MEDICODE'S labor fees.
1.7. RESELLER Customer. When used in this Agreement, the term "RESELLER
Customer" means any third party who has contracted or otherwise purchased a
license for the RESELLER Products from the RESELLER.
1.8. Term. The "Term" of this Agreement, and the licenses provided
herein, shall begin on the Effective Date of this Agreement and continue for 36
consecutive months thereafter. This Agreement may be renewed upon mutual
agreement of the parties.
1.9. Commission. When used in this Agreement, the term "Commission" means
a payment made by MEDICODE to RESELLER in connection with licensing of MEDICODE
Products.
SECTION 2 - RESELLER'S OBLIGATIONS
2.1. General Obligations. The RESELLER shall develop the RESELLER
Products in accordance with the functional, technical and programming
specifications for the MEDICODE Products and related documentation listed in
Exhibit A to this Agreement. The RESELLER agrees to complete development of the
RESELLER Products; including compiling, linking, debugging, fixing, correcting
and other tasks necessary for the development of the RESELLER Products in
accordance with MEDICODE Products specifications and implement
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MEDICODE Products into the RESELLER Products within the timelines set forth in
Exhibit A to this Agreement. If the RESELLER cannot meet the timeliness set
forth in Exhibit A, MEDICODE may terminate this Agreement. The RESELLER shall
interface or integrate the MEDICODE Products with RESELLER Products in such a
manner as to allow the RESELLER Customers to reasonably utilize ALL of the
MEDICODE Products listed in Exhibit A to this Agreement.
2.2. Marketing. The RESELLER shall, in conjunction with MEDICODE, market
and sell the MEDICODE Products. The RESELLER shall list MEDICODE in its internal
sales prospecting and account management information system. RESELLER shall
advise RESELLER Customers that RESELLER supports MEDICODE products. MEDICODE and
RESELLER shall not use the other Party's company logo for any purpose without
the express written permission from the other Party.
2.3. RESELLER Products-Documentation. The RESELLER shall be responsible
for, and bear the costs of authoring, creating, and maintaining documentation
related to the RESELLER Products which shall contain Documentation specified and
provided by MEDICODE relating to the MEDICODE Products. Furthermore, the
RESELLER shall maintain and provide a current copy of this documentation to
their customers and to MEDICODE on a timely basis. The RESELLER shall correct
any errors, deficiencies or problems in a timely manner (not to exceed 60 days)
in the RESELLER Product Documentation as recommended by MEDICODE.
2.4. RESELLER Products Testing. The RESELLER shall, upon initial
implementation of MEDICODE products into the RESELLER software and on an ANNUAL
basis, test the RESELLER Products against a MEDICODE approved test suite of ▇▇▇▇
charge or clinical values, or any other acceptable method of certification
MEDICODE deems necessary to validate the accuracy of the RESELLER Products with
respect to its implementation of MEDICODE Products. The results of this process
shall be provided to MEDICODE for certification of the RESELLER software. The
RESELLER shall, in a timely manner (not to exceed 30 days), correct any errors,
deficiencies or problems related to the use of MEDICODE Products in the RESELLER
Products as recommended by MEDICODE. The RESELLER Products shall not be deemed
complete until such corrections have been made and the RESELLER Products
retested and deemed certified by MEDICODE.
Non adherence to the terms and conditions set forth in Paragraph 2.4 of
this Agreement shall be considered to be a material breach of contract.
2.5. RESELLER Training. The RESELLER and MEDICODE shall mutually agree upon
dates for MEDICODE sponsored training, if it is deemed necessary, on MEDICODE
Products following the Effective Date of this Agreement. The RESELLER shall
provide installation, training and related documentation on the RESELLER
Products to RESELLER Customers.
RESELLER Customer may additionally obtain consultation and training on
MEDICODE Products at MEDICODE's then current consultation and training fees and
Out of Pocket Expenses.
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2.6. Data Contribution. The RESELLER shall develop the RESELLER Products
to include the capability of data extract routines which would allow the
RESELLER Customers to participate in MEDICODE's Data Contribution Program.
2.7. Customer Support. The RESELLER shall make customer support
available with respect to the RESELLER Products. Such customer support shall
include, but shall not be limited to technical assistance, back-up support and
handling of RESELLER Customer questions and inquiries regarding the RESELLER
Products as RESELLER Customers may reasonably request.
2.8. RESELLER Customer Listing. The RESELLER shall provide MEDICODE with
a current listing of their Customers who utilize MEDICODE Products. This list
should be updated on an as needed basis but at a minimum, the current listing
shall be required by MEDICODE within thirty (30) days of the Effective Date of
this Agreement and subsequently, on an annual basis. This listing is required
by MEDICODE to assist in customer support of RESELLER customers as well as in
validation of commission payments to RESELLER.
2.9. MEDICODE Products Modifications, Upgrades, Updates. In the event
that MEDICODE makes changes to the MEDICODE Products, the RESELLER shall, with
reasonable promptness, incorporate such changes into the RESELLER Products.
Any and all such Upgrades shall be governed by this Agreement.
SECTION 3 - MEDICODE'S OBLIGATIONS
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3.1. Marketing. MEDICODE shall list RESELLER in its internal sales
prospecting and account management information system. MEDICODE shall advise
RESELLER Customers and prospects about current RESELLER Products that support
MEDICODE Products. MEDICODE shall provide to RESELLER a MEDICODE marketing kit
which will contain camera ready art work, logos, RESELLER program
authorizations, and trade show booth signs and logos. MEDICODE shall provide
marketing guidelines for the use of all these materials and assistance in
preparing custom and standard press release materials.
3.2. Sales Support. MEDICODE's sales support responsibilities shall
include marketing information and support and assistance in closing sales.
MEDICODE shall provide to RESELLER an in-house copy of MEDICODE's latest
releases of the MEDICODE Products. RESELLER's use of MEDICODE Products shall
be limited to the use described in this agreement.
3.3. Documentation. MEDICODE shall provide Documentation to RESELLER
related to MEDICODE Products. MEDICODE shall specify which portion of the
Documentation RESELLER shall make available in RESELLER's Documentation.
3.4. RESELLER Training. MEDICODE agrees to provide onsite training and
consultation at no charge for up to four (4) days annually. Such training and
consultation will be conducted for a minimum of two (2) days for initial
training. This training will be provided for both new RESELLER clients and for
RESELLER clients who renew their current contract.
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3.5. RESELLER Customer Support. MEDICODE shall provide customer support to
RESELLER Customers with respect to MEDICODE Products which shall include initial
clinical and technical support directly related to MEDICODE Products via
telephone and fax during MEDICODE's normal business hours (7:00 AM to 5:00 PM
MST). MEDICODE shall have no responsibility to provide customer support to
RESELLER Customers with respect to RESELLER Products.
3.6. MEDICODE Products Modifications, Upgrades, Updates. MEDICODE reserves
the right to update any of the MEDICODE Products. MEDICODE shall notify the
RESELLER, with reasonable promptness, of any modifications, upgrades or updates
to the MEDICODE Products.
SECTION 4 - RESTRICTED LICENSE
4.1. Restrictive License. Except as otherwise provided in this Agreement,
RESELLER has no right, title or interest in the MEDICODE Products, nor any right
to distribute the MEDICODE Products. However, during the term of this Agreement,
the RESELLER shall have a limited non-transferable license from MEDICODE to use
MEDICODE Products to test, demonstrate and perform impact studies with the
RESELLER Products to the extent necessary to fulfill the RESELLER's obligations
under this Agreement. Rights not expressly granted to RESELLER by MEDICODE under
this Agreement are reserved to MEDICODE.
4.2. RESELLER'S Customers' Licenses. MEDICODE Products shall be licensed
to the RESELLER Customer directly through MEDICODE. RESELLER Customers desiring
to purchase a license to use MEDICODE Products must execute the license
agreement ("End User License Agreement") and submit it to MEDICODE together with
MEDICODE's then-current license fee. If MEDICODE accepts and executes the End
User License Agreement, MEDICODE will provide a copy of the requested MEDICODE
Products to the RESELLER Customer, or authorize the RESELLER to distribute said
MEDICODE Products to the RESELLER Customer for use in accordance with the
license agreement.
SECTION 5 - COMMISSIONS
5.1. Commissions. For each executed License Agreement issued by MEDICODE
as a result of joint RESELLER/MEDICODE marketing and sales efforts in connection
with the sale of a MEDICODE Product and pursuant to Paragraph 4.2 of this
Agreement, MEDICODE shall pay a "Commission" to the RESELLER as set forth in
Exhibit B which is attached hereto and by this reference made a part of this
Agreement. MEDICODE formatting charges, travel reimbursement and other
reimbursable costs, support and maintenance fees, consulting, etc. are not
subject to the Commission.
5.2. Payments - Generally. MEDICODE shall make payment to RESELLER for
Commissions due under Exhibit B to this Agreement on a monthly basis within
thirty (30) days of the end of each calendar month following MEDICODE's receipt
of full payment of the License Fees as set forth under the End User License
Agreement. However, MEDICODE shall have no obligation to pay any commission to
RESELLER until such time as MEDICODE receives written notification from the
RESELLER Customer certifying that the MEDICODE
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products have been installed and are operational at the RESELLER Customer's
site. The Parties shall maintain adequate accounting records to document
performance of their respective obligations under this Agreement.
SECTION 6 - CONFIDENTIALITY, EMPLOYEES
6.1. Confidentiality. Each Party shall keep confidential and shall not
disclose or otherwise transfer any source code, data, Technology, or other
Information that is proprietary to the other Party. Neither Party shall use the
other Parties' information or Technology except to fulfill its obligations
under this Agreement. The Parties shall take all reasonable precautions to
ensure against any disclosure, transfer, or use of Information or Technology
not specifically authorized under this Agreement or by the other Party in
writing. All copies of Information provided by one Party to the other Party,
and any copies thereof made by or for the receiving Party shall be owned by the
disclosing Party and all such copies shall be delivered to the disclosing Party
upon termination or expiration of this Agreement. This paragraph 6.1 shall
survive the termination or expiration of this Agreement.
6.2. Employees. Each Party shall be responsible for violations of
Paragraph 6.1 of this Agreement by its partners, contractors, employees and/or
agents. Access to confidential Information by the Party's partners, contract
workers or employees shall be limited to persons having a reasonable need to
know.
SECTION 7 - OWNERSHIP
7.1. RESELLER Ownership. Notwithstanding anything in this Agreement to
the contrary, MEDICODE acknowledges that the copyrights, patent rights, trade
secrets, trademarks, other intellectual property and all documentation related
thereto, created solely by RESELLER are the exclusive property of the RESELLER.
7.2. MEDICODE Ownership. Notwithstanding anything in this Agreement to
the contrary, RESELLER acknowledges that the copyrights, patent rights, trade
secrets, trademarks, other intellectual property and all documentation related
thereto, created solely by MEDICODE are the exclusive property of MEDICODE.
SECTION 8 - WARRANTIES, INDEMNIFICATION, DISCLAIMERS
8.1. NO CONFLICT. EACH PARTY WARRANTS THAT IT HAS THE RIGHT TO ENTER INTO
THIS AGREEMENT AND THAT THIS AGREEMENT IS NOT IN CONFLICT WITH ANY OTHER
AGREEMENT OR OBLIGATION OF SAID PARTY.
8.2. NO INFRINGEMENT. THE RESELLER WARRANTS THAT THE RESELLER PRODUCTS
ARE AN ORIGINAL DEVELOPMENT AND ORIGINAL WORK OF AUTHORSHIP AND CREATION OF THE
RESELLER, AND THE RESELLER PRODUCTS DO NOT AND WILL NOT INCLUDE ANY SUBJECT
MATTER WHICH REPRESENTS AN INFRINGEMENT OF ANY COPYRIGHT, OR TRADE SECRET OF
ANY THIRD PARTY. THE RESELLER WARRANTS THAT IT DOES NOT HAVE ACTUAL KNOWLEDGE
OR REASON TO BELIEVE THAT THE
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RESELLER PRODUCTS, IN WHOLE OR IN PART, INFRINGE ON ANY INTELLECTUAL PROPERTY
RIGHT OF ANY THIRD PARTY.
8.3. INDEMNIFICATION. EACH PARTY SHALL INDEMNIFY THE OTHER PARTY, ITS
DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES AGAINST, AND HOLD THEM
HARMLESS FROM, ANY AND ALL LAWSUITS, CLAIMS, CAUSES OF ACTION, LOSSES, EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES), SETTLEMENTS, DAMAGES, JUDGMENTS AND THE
LIKE ARISING FROM ANY BREACH BY THE INDEMNIFYING PARTY OF ANY EXPRESS WARRANTY
UNDER THIS AGREEMENT. THE INDEMNIFYING PARTY, AT ITS OWN EXPENSE, SHALL HAVE
THE RIGHT TO CONTROL THE DEFENSE AND SETTLEMENT OF ANY LAWSUIT, CLAIM OR CAUSE
OF ACTION ARISING FROM ANY BREACH BY THE INDEMNIFYING PARTY OF ANY EXPRESS
WARRANTY UNDER THIS AGREEMENT. THE INDEMNIFIED PARTY SHALL USE ITS BEST EFFORTS
TO MITIGATE ANY AND ALL DAMAGES, LOSSES, EXPENSES, ETC. INCURRED AS THE RESULT
OF ANY BREACH BY THE INDEMNIFYING PARTY OF ANY EXPRESS WARRANTY UNDER THIS
AGREEMENT.
8.4. LIMITATION ON LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES,
AND LOSS OF PROFITS OR OTHER ECONOMIC GAIN) EVEN IF ADVISED OF THE POSSIBILITY
THEREOF.
8.5. RESELLER DISCLAIMER. THE RESELLER MAKES NO WARRANTY OR ASSURANCE
THAT THE RESELLER PRODUCTS AND DOCUMENTATION WILL BE ERROR FREE. THE RESELLER
DOES NOT WARRANT THAT THE RESELLER PRODUCTS OR DOCUMENTATION WILL SATISFY
MEDICODE'S OR RESELLER'S CUSTOMERS' REQUIREMENTS. THE RESELLER DOES NOT
REPRESENT OR WARRANT THAT A MARKET DOES OR WILL EXIST FOR THE RESELLER
PRODUCTS, OR THAT ANY DEVELOPMENT COSTS PAID BY MEDICODE TO THE RESELLER WILL
BE RECOVERED.
8.6. MEDICODE DISCLAIMER. MEDICODE PRODUCTS ARE LICENSED "AS IS".
MEDICODE MAKES NO WARRANTY, REPRESENTATION OR ASSURANCE THAT ITS DATABASES,
SOFTWARE PRODUCTS AND DOCUMENTATION ARE WITHOUT DEFECT OR ERROR. MEDICODE DOES
NOT WARRANT THAT ITS PRODUCTS OR DOCUMENTATION WILL SATISFY THE RESELLER OR THE
RESELLERS' CUSTOMERS' REQUIREMENTS. MEDICODE DOES NOT REPRESENT OR WARRANT THAT
A MARKET DOES OR WILL EXIST FOR THE MEDICODE PRODUCTS, OR THAT ANY DEVELOPMENT
COSTS EXPENDED BY THE RESELLER WILL BE RECOVERED.
SECTION 9 - GENERAL PROVISIONS
9.1. Attorneys' Fees. In the event of any litigation or arbitration
between the Parties, the prevailing Party shall be entitled to recover from the
non-prevailing Party any and all costs, including reasonable attorneys' fees,
incurred by the prevailing Party in connection therewith. Such relief shall be
in addition to any other relief, award or damages to which the prevailing Party
may be entitled.
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9.2. Severability. If any provision in this Agreement is invalid or
unenforceable, such provision shall be construed, limited or, if necessary,
severed, but only to the extent necessary to eliminate such invalidity or
unenforceability, and the other provisions of this Agreement shall remain
unaffected.
9.3. Governing Law. This Agreement shall be governed construed and
enforced in accordance with the laws of the State of Utah. Any litigation or
arbitration between the Parties shall be conducted in the courts of Salt Lake
City, Utah and the Parties hereby submit to such jurisdiction and venue.
9.4. Final Agreement. This Agreement, including the recitals set forth at
the beginning of this Agreement and Exhibits "A" and "B", which are attached
hereto, constitutes the final, entire and complete agreement between the Parties
concerning the subject matter of this Agreement and supersedes all prior
agreements, understandings, letters of intent, negotiations and discussions,
written or oral, between the Parties with respect thereto. Any modification,
revision or amendment of this Agreement shall not be effective unless made in
writing and agreed to and executed by both MEDICODE and RESELLER.
9.5. Waiver. Any waiver of, or promise not to enforce, any right under
this Agreement shall not be enforceable unless set forth in writing signed by
the Party making said waiver or promise. If either MEDICODE or RESELLER fails or
elects not to enforce any of their rights under this contract, such failure or
election shall not be considered or construed to be a waiver of said rights and
shall not preclude MEDICODE and/or RESELLER from enforcing any and all of their
rights under this agreement.
9.6. Headings. The headings in this Agreement are for the purpose of
convenience only and shall not limit, enlarge or affect any of the covenants,
terms, conditions or provisions of this Agreement.
9.7. Language. The language used in this Agreement is the language chosen
by the parties to express their mutual intent and no rule of strict construction
shall be applied against either party. Words in any gender shall include both
other genders as the case may require. Whenever the context reasonably permits,
the singular shall include the plural, the plural shall include the singular,
and the whole shall include any part thereof.
9.8. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be sent by registered or certified mail,
return receipt requested, or by commercial courier to the Parties at the
addresses set forth at the beginning of this Agreement, or to such other person
or place as either Party shall designate in writing to the other party.
9.9. Injunctive Relief. It is understood and agreed that any material
breach by the RESELLER of any of the material provisions contained in this
Agreement will give rise to irreparable injury to MEDICODE inadequately
compensable in damages alone. Accordingly, MEDICODE may at any time seek and
obtain preliminary and permanent injunctive relief against any breach or
threatened breach of said provisions. Such relief shall be in addition to any
other legal or equitable remedies which may be available to MEDICODE.
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9.10. Assignments. This Agreement is not assignable by RESELLER without
the express written consent of MEDICODE, which consent will not be unreasonably
withheld. MEDICODE may assign its rights and obligations under this Agreement to
a person or entity who purchases or acquires substantially all of the business
assets of MEDICODE.
9.11. Relationship. Under this Agreement, neither Party is the partner,
joint venturer, agent or representative of the other Party. The RESELLER and
MEDICODE are each independent contractors. There is no employment relationship
between the Parties. Neither Party has the authority to make any representation
or warranty or incur any obligation or liability on behalf of the other Party.
9.12. Successors. Subject to Paragraph 9.9 of this Agreement, this
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns.
9.13. Force Majeure. Except for obligations to make payment, neither
Party shall be liable to the other for any failure or delay in performance of
its obligations under this Agreement due to any cause or circumstance which is
beyond the Party's reasonable control including, but without limiting the
generality of the foregoing, any failure or delay caused by strike, lockout,
labor shortage, fire, explosion, shipwreck, act of God or the public enemy,
war, riot, interference by the military or governmental authorities, or
compliance with the laws of the United States or with the laws or orders of any
other government authority.
9.14. Execution. This Agreement may be executed in any number of
duplicate counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument. The persons
signing below represent that they are duly authorized to execute this Agreement
for and on behalf of the Party for whom they are signing.
9.15. Facsimile Signatures. The Parties agree that transmission to the
other Party of this Agreement with the transmitting Party's facsimile signature
shall suffice to bind the Party signing and transmitting same to this Agreement
in the same manner as if the Agreement with an original signature had been
delivered. Without limitation of the foregoing, each Party who transmits this
Agreement with its facsimile signature covenants to deliver the original
thereof to the other Party with reasonable promptness thereafter.
9.16. Effective Date. The terms and provisions contained in this
Agreement shall become effective and binding upon the Parties as of the date
set forth on page one of this Agreement.
9.17. U.S. Government Rights. The Data Base includes CPT which is
commercial technical data and/or computer data bases and/or commercial computer
software and/or commercial computer software documentation, as applicable which
were developed exclusively at private expense by the American Medical
Association, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇. U.S. Government
rights to use, modify, reproduce, release, perform, display, or disclose these
technical data and/or computer data bases and/or commercial computer software
and/or commercial computer software documentation are subject to the limited
rights restrictions of DFARS 252,2270701(b)(3) (June 1995) and/or subject to
the restrictions of DFARS 227.7202-1(a) (June 1995) and
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DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense
procurements and the limited rights restrictions of FAR 52.227-14 (June 1987)
and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987)
and FAR 2.227-19, as applicable, and any applicable agency FAR Supplements, for
non-Department of Defense Federal procurements.
READ, UNDERSTOOD, AGREED TO AND ACCEPTED BY:
▇▇▇▇▇▇▇ TXEN Corporation ("RESELLER")
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By (signature): /s/ H. Grey Wood
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Name (print): H. Grey Wood
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Title: President
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Date: 8/5/98
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MEDICODE, INC. ("MEDICODE")
By (signature): /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name (print): ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: S.V.P.
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Date: 9/2/98
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EXHIBIT "A"
MEDICODE FEE DATABASE, CES DATABASE AND SOFTWARE PRODUCTS
Unless otherwise specified below, RESELLER shall have implemented the following
MEDICODE Products into RESELLER's software system for use by RESELLER Customers
with ninety (90) days after the Effective Date of this Agreement.
DESCRIPTION TIME LINE
FEE DATABASE DATA PRODUCTS
Medical UCR Payment System Module and
Documentation including expanded
percentiles
Dental UCR Payment System and
Documentation
Anesthesia Payment Guide Module
and Documentation
HCPCS Database Module
and Documentation
Outpatient Facility UCR Payment System
and Documentation
Workers Comp Fee Schedule Module
and Documentation
Allowed Medical Module
and Documentation
KNOWLEDGEBASE DATA PRODUCTS
Claims Edit System, Implementation Guide 120 day
and Documentation
*RESELLER implementation of this product is optional.
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EXHIBIT "B"
MEDICODE RESELLER PROGRAM COMMISSION
OVERVIEW
The financial component of the MEDICODE RESELLER Program is designed to provide
Commission incentives to RESELLERS who achieve annual sales revenue goals. The
RESELLER'S sales efforts are in cooperation with the MEDICODE sales staff. The
RESELLER will actively comarket MEDICODE's fee Database Products and Claims
Edit System. The annual period begins on the effective date of this Agreement.
Commission Structure
1. Commission for each year of this Agreement will be based on the appropriate
tier as listed below based on the RESELLER'S performance. MEDICODE
formatting charges, travel reimbursement and other reimbursable costs,
support and maintenance fees, consulting, etc. are not subject to the
Commission.
2. The actual Commission percentage for the RESELLER is based on the following:
RESELLER Categories
There are two RESELLER categories: MEDICODE's Fee Database Data Products and
MEDICODE's Claims Edit System Data Product. Annual sales goal tiers are
based on Claims Edit System (CES) revenue. Additional RESELLER categories
may be added during the program year to accommodate other MEDICODE data or
software Products.
NEW RENEWAL NEW
CES CES Fee DATA
Annual Sales Goal Commission Commission Commission
Tiers (CES
Data Product)
1.$ 0-99,999 15% 7.5% 5%
2.$ 100,000+ 20% 7.5% 7.5%
