0000950123-05-010820 Sample Contracts

DATA SERVICES AGREEMENT between HMS BUSINESS SERVICES, INC. and ACCORDIS HOLDING CORP. Dated August 31, 2005
Data Services Agreement • September 7th, 2005 • HMS Holdings Corp • Services-business services, nec • New York

This DATA SERVICES AGREEMENT, dated August 31, 2005 (the “Effective Date”), is between HMS Business Services, Inc. (“Vendor”) and Accordis Holding Corp. (“Accordis Holding”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • September 7th, 2005 • HMS Holdings Corp • Services-business services, nec • New York

TRANSITION SERVICES AGREEMENT, dated August 31, 2005, between HMS BUSINESS SERVICES, INC., a New York corporation (“HMS”), and ACCORDIS INC., a New York corporation (“Accordis”).

NON-COMPETE AGREEMENT
Non-Compete Agreement • September 7th, 2005 • HMS Holdings Corp • Services-business services, nec • New York

NON-COMPETE AGREEMENT, dated as of August 31, 2005, among HMS HOLDINGS CORP., a New York corporation (“Seller”), HEALTH MANAGEMENT SYSTEMS, INC., a New York corporation (“HMS”), HMS BUSINESS SERVICES, INC., a New York corporation (“HMSBS” and, together with Seller and HMS, the “Seller Entities”), ACCORDIS HOLDING CORP., a New York corporation (“Purchaser”), and ACCORDIS INC., a New York corporation (“Accordis”).

SUBCONTRACTING AGREEMENT
Subcontracting Agreement • September 7th, 2005 • HMS Holdings Corp • Services-business services, nec • New York

This SUBCONTRACTING AGREEMENT (this “Agreement”), made this 31st day of August 2005, by and between Accordis Inc., a New York corporation (“Accordis”), and Reimbursement Services Group Inc. (“RSG”), a New York corporation.

SUBLEASE AGREEMENT
Sublease Agreement • September 7th, 2005 • HMS Holdings Corp • Services-business services, nec

This Sublease Agreement is made as of the 31st day of August, 2005 between Health Management Systems, Inc., a New York corporation, having its offices at 401 Park Avenue South, 10th floor, New York, New York 10016 (“Sublandlord”), and Accordis, Inc., a Delaware corporation, having its offices at 401 Park Avenue South, 8th Floor, New York, New York 10016 (“Subtenant”).

Software License Agreement (“License”), dated as of August 31, 2005 between Accordis, Inc. (“Licensor”) and Health Management Systems, Inc. (“Licensee”)
Software License Agreement • September 7th, 2005 • HMS Holdings Corp • Services-business services, nec

HMS Holdings Corp., the parent corporation of Licensee, and Accordis Holding Corp., the parent corporation of Licensor (“AHC”), entered into a Stock Purchase Agreement (“SPA”) dated as of August 31, 2005 providing for Licensor and Licensee to enter into this License. Capitalized terms not defined in this License shall have the meaning set forth in the SPA.

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