LICENSE AND SERVICES AGREEMENT
THIS LICENSE AND SERVICES AGREEMENT (the "Agreement") dated as of the 1st
day of January, 1999 (the "Effective Date"), is made by and between INSURDATA
INCORPORATED ("Insurdata"), whose address is 0000 X. X'Xxxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxx, Xxxxx 00000 and the Customer identified below ("Customer"). As used
in this Agreement, "Party" means either Insurdata or Customer, as appropriate,
and "Parties" means Insurdata and Customer.
WHEREAS Insurdata and Customer have previously entered into (i) that
certain License Agreement For Equipment and Software dated January 1, 1992, and
(ii) that certain Agreement for Sale of Equipment and Licensing of Software
dated December 28, 1994 (which agreements, together with all amendments and
modifications thereto, are hereinafter refered to as the Prior License
Agreements"). Pursuant to the Prior License Agreements, Insurdata licensed
multiple software products related to the administration and processing of
various insurance claims and employee benefits to Customer.
WHEREAS, it is the desire of the Parties to enter into this Agreement in
order to set forth the terms and conditions pursuant to which Insurdata will
continue to provide products and support to Customer, and thereby supercede and
replace the Prior License Agreements in their entirety, as of the Effective Date
stated above; provided however, that nothing herein shall relieve any of the
Parties from any balances due or obligations which survive the termination of
the Prior License Agreements.
Customer: UICI Administrators, Inc.,
f/k/a Insurnational Insurance Administrators, Inc.
Address: 0000 X. X'Xxxxxx Xxxx.
Xxxxx 000
City: Irving,
State: Texas
Zip: 75039-3712
CUSTOMER HAS READ AND AGREES TO ALL OF THE ATTACHED AND INCORPORATED TERMS AND
CONDITIONS.
License and Services Agreement - Page 1 of 7
------------------------------
IN WITNESS WHEREOF, the Parties have executed the foregoing instrument by
and through their duly authorized representatives, effective as of the day and
year first above written.
UICI Administrators, Inc. Insurdata Incorporated
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxx Xxxxxx
------------------------ ---------------
Name: Xxxxx X. Xxxxxx Name: Xxx Xxxxxx
Title: President Title: V.P. of Finance and Admin.
License and Services Agreement - Page 2 of 7
------------------------------
TERMS AND CONDITIONS
1. Software License
(a) License Grant. Insurdata hereby grants to Customer a non-exclusive,
non-transferable license to use the Insurdata software designated on
Exhibit A (the "Insurdata Software") and the operating manuals and other
similar written materials provided with the Insurdata Software (the
"Documentation") during the term of this Agreement and in accordance with
the terms and conditions set forth herein.
(b) Scope of License. Customer may use the Insurdata Software and Documentation
only at the site(s) designated in Exhibit B (the "Customer Facility") and
only for the data processing and computing needs of Customer and not for
providing service bureau or time sharing services to third parties or in
any other resale capacity.
(c) Ownership. Unless otherwise agreed by the Parties in writing, Insurdata
shall retain all right, title and interest in and to the Insurdata
Software, any enhancements or modifications thereof, the Documentation and
any other software, technology and processes used and developed by
Insurdata to perform its obligations hereunder and nothing contained herein
shall operate to transfer title to any such software, documentation,
technology or processes. Customer agrees not to take any actions which
might encumber or expose the Insurdata Software to any claims, liens or
other forms of encumbrance and to promptly notify Insurdata of any
encumbrance of which it is aware.
(d) Proprietary Legends. Customer shall not remove or destroy any proprietary
markings or proprietary legends place upon or contained within the
Insurdata Software or the Documentation.
(e) Reverse Engineering. Customer shall not attempt to decompile, disassemble
or reverse-engineer the Insurdata Software, and shall not in any manner
attempt to ascertain or discover the source code of the Insurdata Software.
No source code shall be provided to Customer in any form, nor will
documentation relative to such source code be provided.
2. Equipment. Insurdata hereby leases to Customer the third-party equipment
designated on Exhibit B (the "Equipment") for use solely by the Customer in
connection with the use of the Insurdata Software during the term of this
Agreement and in accordance with the terms
and conditions set forth herein. The Equipment has already been installed.
Insurdata reserves the right to substitute different Equipment as it may
elect from time to time. Unless otherwise agreed by the Parties in writing,
Insurdata shall retain all right, title and interest in the Equipment.
Equipment shall be moved only by Insurdata, or its designated
representative.
3. Services
(a) Software Support. Insurdata shall provide support for the Insurdata
Software in accordance with Exhibit C.
(b) Training. Customer, at its expense, may send personnel to Insurdata's
offices in Dallas, Texas for further training as it may be offered from
time to time by Insurdata at the current published fees.
(c) Equipment Maintenance and Repairs. Insurdata shall be responsible for
providing maintenance for the Equipment in order to keep such Equipment in
good repair, condition and working order. Maintenance services shall be
provided during normal business hours.
(d) Other Services. Insurdata shall perform the additional services set forth
in Exhibit C.
4. Right of Inspection/Audit. Insurdata shall have the right during business
hours to enter upon the premises where any Insurdata Software or Equipment
is located and shall be given access to the Insurdata Software, Equipment
and Customer Data as is reasonably necessary for the purpose of inspection
and audit.
5. Term and Renewability. The initial term of this Agreement will be three (3)
years ("Initial Term"). Upon the expiration of the Initial Term, this
Agreement will automatically extend for successive one (1) year terms
unless either Party gives written notice to the other Party at least sixty
(60) days prior to the expiration date then in effect that this Agreement
will not be extended. In the event of an extension of the term, Insurdata
and Customer, at the request of either Party, shall negotiate the charges
and other terms to govern such extension.
6. Change Control. Either Party may propose changes to the scope, content,
deliverables, schedule or other substantive aspects of the services
provided under
License and Services Agreement - Page 3 of 7
------------------------------
this Agreement ("Change"). The Parties will utilize Insurdata's change
management procedures ("Change Control Procedures") to provide a
disciplined approach for recording, reporting and controlling any Change.
The Party requesting a Change shall prepare a written "Change Request,"
specifying in adequate detail the requested Change, and shall submit it to
the other Party for review and, if accepted, approval. The Change Request
will include: (i) an estimate of the time required to effect the Change;
and (ii) the expected impact, if any, of the Change on the Fees or other
charges. In no event shall any Change be effective or acted upon in any way
until a Change Request defining such Change has been approved in writing by
both the Customer and Insurdata Account Manager, except as may be necessary
on a temporary basis to maintain the continuity of the Services.
7. Payments and Invoicing.
(a) Payments. Customer agrees to pay Insurdata the license and service fees
according to the rates set forth in Exhibit D (the "Fees") and such other
charges as set forth in Exhibit D or as mutually agreed in writing by the
Parties from time to time. In addition, Customer shall pay pre-approved
out-of-pocket expenses of Insurdata (including travel and accommodation)
incurred in the performance of this Agreement.
(b) Invoicing. Insurdata shall invoice Customer for all amounts due under this
Agreement on a monthly basis. Customer agrees to pay each of Insurdata's
monthly invoices within thirty (30) days from the date of such invoice.
(c) Interest on Late Invoices. Invoices not paid when due shall bear interest
on the outstanding principal balance at the rate of prime plus two percent
(2.0%) per annum (unless restricted by law, in which case interest shall
accrue at the highest legal rate).
(d) Taxes. Customer shall pay or reimburse Insurdata for all sales, use, excise
or similar taxes, however designated or levied, on or relating to this
Agreement, exclusive, however, of taxes based on the net income of
Insurdata or Insurdata's franchise taxes.
8. Ownership of Customer Data. All of Customer's data provided to Insurdata
hereunder ("Customer Data") will be and remain the property of Customer.
Upon the expiration (or termination) of this Agreement and final payment,
Insurdata will return the Customer Data to Customer.
9. Confidentiality. Except as otherwise provided in this Agreement, Insurdata
and Customer each agree that all information communicated to it by the
other Party, whether before or after the Effective Date (the "Confidential
Information") will be and was received in strict confidence, will be used
only for purposes of this Agreement, and that no Confidential Information,
including without limitation the Insurdata Software, the Customer Data and
the provisions of this Agreement, will be disclosed by the recipient Party,
its agents, contractors or employees without the prior written consent of
the other Party. Each Party agrees to use the same means it uses to protect
its own Confidential Information, but in any event not less than reasonable
means, to prevent the disclosure of such information to outside parties.
However, neither Party will be prevented from disclosing information to its
counsel or regular public accountants, or from disclosing information which
belongs to such Party, or is (i) already known by the recipient Party
without an obligation of confidentiality other than pursuant to this
Agreement; (ii) publicly known or becomes publicly known through no
unauthorized act of the recipient Party; (iii) rightfully received from a
third party; (iv) independently developed without use of the other Party's
Confidential Information; (v) disclosed without similar restrictions to a
third party by the Party owning the Confidential Information; (vi) approved
by the other Party for disclosure; or (vii) required to be disclosed
pursuant to a requirement of a governmental agency or legal requirement if
the disclosing Party provides the other Party with notice of this
requirement prior to disclosure.
10. Representations and Warranties.
(a) Work Standards. Insurdata represents and warrants that it will perform the
services in a workmanlike manner consistent with the industry standards
reasonably applicable to the performance of the services.
(b) Software. Insurdata represents and warrants that (i) it is the owner of the
Insurdata Software and the Documentation and that it has the right to
develop, modify, or license all or portions of the Insurdata Software as
required by this Agreement, and (ii) the Insurdata Software shall operate
and conform to the
License and Services Agreement - Page 4 of 7
------------------------------
7
performance capabilities, functions and other applicable descriptions and
standards as set forth in the Documentation.
(c) Infringement. Insurdata represents and warrants that the Insurdata Software
does not infringe, or constitute an infringement or misappropriation of any
patent, copyright, trademark, trade secret or other proprietary rights of
any third party.
(d) Disclaimer. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING
OR COURSE OF PERFORMANCE.
11. Account Management. Insurdata will assign an individual (the "Insurdata
Account Manager") who shall serve as Insurdata's primary representative
under this Agreement. The Account Manager shall be responsible for
day-to-day operational and performance issues related to the Agreement.
Insurdata shall have the right to change the Account Manager at any time
with notice to Customer.
12. Customer's Responsibilities. In addition to Customer's responsibilities as
expressly set forth elsewhere in this Agreement, Customer shall assign an
individual (the "Customer Account Manager") who shall serve as Customer's
primary representative under this Agreement. The Customer Account Manager
shall (i) have overall responsibility for managing and coordinating the
performance of Customer's obligations under this Agreement; and (ii) be
authorized to act for and on behalf of Customer with respect to all matters
relating to this Agreement.
13. Termination.
(a) Termination for Cause. In the event that either Party (i) materially
breaches any of its duties or obligations hereunder, which breach is not
substantially cured within sixty (60) days after written notice is given to
the breaching Party specifying the breach, then the Party not in default
may, by giving written notice thereof
to the other, terminate this Agreement as of the date specified in such
notice of termination.
(b) Termination for Convenience. Either Party may terminate this Agreement for
convenience and without cause at any time after the passage of one (1) year
from the Effective Date by giving written notice to the other Party at
least one hundred eighty (180) days in advance of the termination date.
(c) Acts in Event of Termination. At the termination or expiration of this
Agreement, Customer shall return the Equipment and the tangible
manifestation of the Insurdata Software to Insurdata. No copies of the
Documentation, training guides, or of the Insurdata Software shall be
retained by Customer. All Equipment delivered by Customer to Insurdata
shall be in the same condition as when it was delivered to Customer,
reasonable wear and tear resulting from authorized use excepted.
14. Limitation on Liability. In no event shall Insurdata's liability to
Customer for damages relating to the negotiation, formation, or performance
of this Agreement, whether based on an action or claim in contract, equity,
negligence, intended conduct, tort or otherwise, exceed the total amounts
paid to Insurdata by Customer under this Agreement during the six (6)
months preceding the act, event, or omission giving rise to such liability.
Neither Party will be liable to the other for indirect, consequential or
punitive damages or lost profits, arising out of or related to this
Agreement, even if such Party has been advised of the possibility thereof.
15. Indemnity. Each Party shall hold harmless and indemnify the other from any
claims, losses, damages, liabilities, costs, expenses or obligations
arising out of or resulting from (i) personal injury, illness or death, or
loss or damage to property resulting from the gross negligence or willful
misconduct of the indemnifying Party, its officers, employees and agents in
the performance of the Services, (ii) the breach or alleged breach of the
indemnifying Party's obligations under Section 10 of this Agreement, or
(iii) any claim of infringement made against the indemnified Party of any
patent, copyright, trademark, service xxxx, trade name, or trade secrets
relating to the software, techniques or procedures provided by the
indemnifying Party under this Agreement, or their use by the indemnified
Party in the manner in which they were intended to be used and in the form
delivered and maintained by Insurdata. Notwithstanding the foregoing,
Insurdata shall have no liability or obligation to Customer under this
paragraph if any claim is caused by (i) the failure of Customer to use
updated versions of the Insurdata Software or Documentation which are
supplied by Insurdata to Customer, (ii) modification of the Insurdata
Software by parties other than Insurdata except as expressly permitted
under this Agreement, or (iii) use of the Insurdata Software in a manner
inconsistent with this Agreement. This
License and Services Agreement - Page 5 of 7
------------------------------
paragraph sets forth the entire obligation and liabilities of Insurdata in
the event of infringement.
16. Arbitration. Any unresolved controversy or interpretation involving this
Agreement or claim arising from or relating to this Agreement shall be
determined by arbitration pursuant to the commercial arbitration rules of
the American Arbitration Association. The costs arising from such
arbitration shall be borne and paid as the arbitrator(s) shall direct. The
Parties shall abide by, observe, and perform all directions, decisions and
awards made by the arbitrator(s) and submit in writing information as the
arbitrator(s) shall request. During or prior to the arbitration, the
Parties shall not prosecute or commence any suit or action against the
other touching on any of the matters referred to the arbitrator(s). This
Section shall not govern disputes regarding the use or misuse of trade
secrets or Confidential Information of either Party or arising with respect
to the ownership or infringement of any copyright, trademark or patent.
Such controversies shall be excluded from the scope of arbitration.
17. Force Majeure. Neither Party shall be liable for any failure or delay in
the performance of its obligations under this Agreement if such failure or
delay is caused, directly or indirectly, by fire, flood, elements of nature
or acts of God, third parties, power outages, riots, civil disorders, or
other circumstances beyond the reasonable control of each Party. In such
events, however, Insurdata shall resume the services as soon as reasonably
possible under the circumstances.
18. General.
(a) Relationship of Parties. Insurdata hereby declares and agrees that it is
engaged in an independent business and will perform its obligations under
this Agreement as an independent contractor. Neither Party is an agent for
the other Party and has no authority to represent the other as to any
matters, except as expressly authorized in this Agreement. Insurdata has
and hereby retains the right to exercise full control over the employment,
direction, compensation, payment of salaries and wages, and discharge of
all of the Insurdata employees engaged in the performance of services to
Customer hereunder.
(b) Right to Perform Services for Other Customers. Customer acknowledges and
agrees that Insurdata retains the right to perform services similar to the
services performed hereunder for other customers.
(c) Consents and Approvals. Where agreement, approval, permission, acceptance,
consent or similar action by either Party is required by any provision of
this Agreement, such action will not be unreasonably delayed, conditioned
or withheld and each Party shall make only reasonable requests under this
Agreement.
(d) Compliance with Laws. Both Parties agree to comply with all applicable
state and federal laws and regulations insofar as the same materially
affect the performance hereunder.
(e) Assignment. Neither Party may assign this Agreement, or any of its rights
and obligations hereunder, without the prior written consent of the other
Party, and any such attempted assignment shall be void; provided, however,
that Insurdata may assign this Agreement and/or any of its rights or
obligations hereunder to its parent or one of its subsidiaries or
affiliated companies.
(f) Use of Subcontractors. Insurdata shall have the right to delegate or
subcontract any of its obligations under this Agreement including the
performance of the services. Insurdata and its subcontractors or designees
shall have the right, in their sole discretion, to use any of their
respective processing facilities in performing the services.
(g) Limitations on Hiring. During the term of this Agreement and for one (1)
year thereafter, neither Insurdata nor Customer shall offer employment to
or employ any person employed then or within the preceding one (1) year
period by the other Party who was directly engaged in the management or
performance of the other Party's obligations under this Agreement, except
as mutually agreed by the Parties.
(h) Publicity. All media releases, public announcements, and public disclosures
by either Party relating to this Agreement or the subject matter of this
Agreement shall be coordinated with and approved by the other Party prior
to release. Notwithstanding the foregoing, Insurdata shall have the right
to disclose that Customer is Insurdata's customer, as well as the existence
and general nature of this Agreement and the Services in proposals and
other marketing materials.
(i) Amendment, Modification or Waiver. No amendment, modification, supplement
to waiver or discharge of this Agreement or any of its provisions or
exhibits shall be binding unless made in writing and duly signed by both
Parties. A failure of either Party to enforce at any time any of the
provisions of
License and Services Agreement - Page 6 of 7
------------------------------
this Agreement, or to exercise any option which is herein provided, or to
require at any time performance by either Party to this Agreement or any of
the provisions hereof, shall in no way be construed to be a waiver of such
provisions of this Agreement.
(j) Severability. In the event any one or more of the provisions of this
Agreement shall for any reason be held to be invalid, illegal or
unenforceable, the remaining provisions of this Agreement shall be
unimpaired, and the invalid or unenforceable provision shall be replaced by
a mutually acceptable provision, which being valid legal and enforceable,
comes closest to the intention of the parities underlying the invalid,
illegal or unenforceable provision.
(k) Survival. All provisions of this Agreement which contemplate performance or
observance following the expiration or termination of this Agreement will
survive any such expiration or termination.
(l) Entirety. The terms and conditions of any and all Exhibits to this
Agreement are incorporated herein by this reference and shall constitute
part of this Agreement as if fully set forth herein. This Agreement,
together with the Exhibits constitutes the entire Agreement between
Insurdata and Customer and supersedes all proposals, oral or written, and
all other communications between the Parties relating to the subject matter
of this Agreement.
(m) Notices. All notices, requests, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed given (i) when delivered by hand;
(ii) on the next business day when sent by overnight express mail; (iii)
when sent by confirmed facsimile with a copy sent by another means,
specified in this Section; or (iv) on the third business day after the day
of mailing, when mailed by United States mail, registered or certified
mail, postage prepaid and to the address set forth above for each Party.
(n) Headings. The Section and Exhibit headings used in this Agreement are
provided solely for reference and the convenience of the Parties and will
not be used to interpret the Agreement or to determine the intent of the
Parties.
(o) Counterparts. This Agreement may be executed in one or more parts, all of
which taken together will constitute one single Agreement between the
Parties.
(p) Governing Law. The validity of this Agreement, the construction and
enforcement of its terms, and the interpretation of the rights and duties
of the Parties shall be governed by the laws of the State of Texas, without
regard to any choice of law provisions thereof.
License and Services Agreement - Page 7 of 7
------------------------------
EXHIBIT A
SOFTWARE
I. Insur-Admin. Insur-Admin is an eligibility software system which (i)
accommodates both interactive and batch enrollment and allows the tracking of
multiple levels of divisions, subdivisions, locations, health classifications
and work groupings; (ii) manages group and individual billing and payment
posting; (iii) manages COBRA processing, including rights letters qualifying
events, qualification letters, and payment coupon booklets; (iv) manages medical
and dependent care flexible savings accounts, including the establishment of an
annual election for medical or dependent care and payroll based deposit of the
funds from the client's payroll system; (v) contains an ad-hoc reporting
component which allows for the creation of custom reports; and (vi) manages
HIPAA compliance processing, including capturing prior coverage credit days and
issuing HIPAA certificates upon termination of coverage.
II. Insur-Claim. Insur-Claim is an on-line claims processing system which
provides on-line adjudication of claims for health, dental, vision, short-term
disability, executive reimbursement, medical flexible spending accounts, and
dependent care flexible spending accounts. Insur-Claim accepts EDI transactions
and enables utilization management (including pre-certifications, referrals and
authorizations), re-bundling and unbundling edits, rule based auto-adjudication,
complex benefit calculations, and 1099 and B-notice processing.
III. Insur-Image. Insur-Image is an imaging and workflow system which (i) scans
all forms with their associated attachments and all correspondence into a single
document-scanning device; (ii) automatically identifies the type of form and
routes it to the appropriate next step in the processing workflow; (iii)
extracts digital data from the HCFA 1500 claim form; (iv) applies a data
recognition and verification technology; and (v) stores all claims and
associated documents on magnetic disk, CD-ROM or optical jukeboxes.
IV. Insur-Voice. Insur-Voice is interactive voice response software which allows
access to benefit coverage information and eligibility information such as
enrollment status, dependent status, contract deductibles, copays and limits via
the phone 24 hours a day, 7 days a week. In addition, Insur-Voice allows
employees to (i) enroll themselves in available benefit plans; (ii) administer
their ongoing benefits information; (iii) identify and review a listing of
nearby healthcare providers; (iv) access PPO pricing prior to services being
performed; and (v) access current status of claims submitted, including claim
amount, paid amount, paid date, deductible and coinsurance.
V. Insur-Enroll. Insur-Enroll is a benefits administration management system,
which combines the use of Internet and Interactive Voice Response (IVR)
capabilities. Insure-Enroll i) allows interactive enrollment and life event
management by employees through the use of their own PC or telephone 24 hours a
day, ii) supports an unlimited number of benefit plans including medical,
dental, life, flexible spending accounts, vision, accident and disability, iii)
allows employees to browse plan documents online and transfer through online
links to various benefit providers' websites for greater detail, iv) utilizes
electronic forms and workflow environment technology including least cost
routing features, v) allows employers to forward customized forms and statements
to employees automatically through e-mail or fax, as well as regular mail, and
vi) allows automatic reminder notices to be sent to non-enrolled employees
during open enrollment periods.
VI. Insur-Web. Insurdata's web-enabling technology which provides an Internet
gateway to the other proprietary business applications above. This technology
employs firewalls, logging tools, encryption technology and virus detection
software packages to prevent unauthorized users from gaining access to private
information.
Exhibit A - Page 1 of 1
---------
EXHIBIT B
CUSTOMER FACILITIES AND LEASED EQUIPMENT
I. Customer Facilities:
Customer may access the Insurdata Software from any of its facilities
as they exist from time to time, and via the Internet as provided in
this Agreement.
II. Leased Equipment:
----------------------------------------------------------------------------------------------------------------------
Leased Equipment Quantity Description
--------------------------------------------------------------------- ------------ -----------------------------------
--------------------------------------------------------------------- ------------ -----------------------------------
--------------------------------------------------------------------- ------------ -----------------------------------
--------------------------------------------------------------------- ------------ -----------------------------------
--------------------------------------------------------------------- ------------ -----------------------------------
--------------------------------------------------------------------- ------------ -----------------------------------
--------------------------------------------------------------------- ------------ -----------------------------------
--------------------------------------------------------------------- ------------ -----------------------------------
--------------------------------------------------------------------- ------------ -----------------------------------
--------------------------------------------------------------------- ------------ -----------------------------------
--------------------------------------------------------------------- ------------ -----------------------------------
--------------------------------------------------------------------- ------------ -----------------------------------
----------------------------------------------------------------------------------------------------------------------
Exhibit B - Page 1 of 1
---------
EXHIBIT C
SERVICES
I. Software Support
A. Improvements and Other Modifications
1. Standard Modifications. All updates, alterations, modifications,
enhancements or improvements as related to the software listed in Exhibit A that
are generally made available to other customers using the Insurdata Software
("Releases") shall be made available to Customer at no additional charge.
2. Legislative Modifications. Modifications or changes required by
legislation or regulations that are national in scope shall be made by Insurdata
on a timely basis without charge. Modifications or changes required by
legislation or regulations that are not national in scope shall be paid for
equitably by Customer and any other parties utilizing the Insurdata Software who
are affected by such legislation or regulations. The work will be undertaken by
Insurdata for a fee and on a schedule which shall be negotiated and agreed upon
in writing before the work is undertaken. Customer agrees to notify Insurdata of
pending legislative or regulatory changes as soon as Customer is aware that a
change may have an impact on the Insurdata Software.
3. Customer-Requested Modifications. Functionality modifications or
changes to the Insurdata Software required by Customer may be undertaken by
Insurdata for a fee and on a schedule which shall be negotiated and agreed upon
in writing before the work is undertaken.
4. Supported Versions. Insurdata shall support only the current
version of the Insurdata Software.
B. Help Desk
Insurdata shall provide a Help Desk facility from 8:00 A.M. to 5:00 P.M. CST
Monday through Friday (excluding holidays). The Help Desk will function as the
first level of support for calls related to the Insurdata Software and the
Equipment. The Help Desk will be staffed with resources knowledgeable in the
Insurdata Software who shall provide assistance to Customer on questions
regarding Insurdata Software performance.
If Insurdata becomes aware of any problem associated with the Insurdata Software
through its own research or through reports of such problems by other customer,
which Insurdata reasonably believes may impact the performance of the Insurdata
Software, then Insurdata shall notify Customer on a timely basis of such
problem.
II. Other Services - Insurdata will provide the Optional Services set forth in
Section V of Exhibit D at the rates set forth therein.
Exhibit C - Page 1 of 1
---------
EXHIBIT D
FEE SCHEDULE
As of January 1, 1999
I. Insur-Claim and Insur-Admin
------------------------------------------------------------
As of Jan 1, 1999
----------------------------------------- ------------------
License Fee - Base
----------------------------------------- ------------------
First 15,000 1.25
----------------------------------------- ------------------
Next 15,000 1.00
----------------------------------------- ------------------
Next 20,000 0.75
----------------------------------------- ------------------
Next 25,000 0.50
----------------------------------------- ------------------
Next 25,000 0.35
----------------------------------------- ------------------
Stand Alone Group License Fees *
----------------------------------------- ------------------
First 15,000 0.60
----------------------------------------- ------------------
Next 15,000 0.55
----------------------------------------- ------------------
Next 20,000 0.50
----------------------------------------- ------------------
Next 25,000 0.45
----------------------------------------- ------------------
Next 25,000 0.40
----------------------------------------- ------------------
Administration Only 0.25
----------------------------------------- ------------------
Flex Benefits (Additional) 0.25
----------------------------------------- ------------------
Reno Life Surcharge (24 months) 0.10
------------------------------------------------------------
* For individuals with dental coverage only, accident and sickness only,
vision only or prescription drug coverage only.
II. Insur-Voice - Current charge of $4,142.12 per month for Irving and Costa
Mesa IVR application. Pricing to be reviewed with Insurdata roll-out of new
and enhanced IVR architecture.
III. Insur-Enroll
-------------------------------------------------------------------------------------------------
Monthly License Fee
-------------------------------------------------------------------------------------------------
Internet or IVR Only $ 0.35 PEPM
---------------------------------------------------------- --------------------------------------
Internet and IVR Access 0.60 PEPM
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Workflow
-------------------------------------------------------------------------------------------------
Workflow Design (includes Rollset Design)
---------------------------------------------------------- --------------------------------------
Simple (1 destination / 1 confirmation) Included
---------------------------------------------------------- --------------------------------------
Complex $ 87.50 per hour
---------------------------------------------------------- --------------------------------------
Workflow Maintenance 87.50 per hour
-------------------------------------------------------------------------------------------------
Exhibit D - Page 1 of 4
---------
-------------------------------------------------------------------------------------------------
Form Design / IBR Set-Up / Data Load
-------------------------------------------------------------------------------------------------
Standard Form $ 1,500.00 per form
---------------------------------------------------------- --------------------------------------
Custom Form 2,500.00 per form
---------------------------------------------------------- --------------------------------------
IVR - Standard Set-up 1,500.00 per set-up
---------------------------------------------------------- --------------------------------------
IVR - Custom Set-up 87.50 per hour
---------------------------------------------------------- --------------------------------------
Both - Standard 2,000.00 per set-up
---------------------------------------------------------- --------------------------------------
One Standard / One Custom 3,000.00 per set-up
---------------------------------------------------------- --------------------------------------
Both - Custom 4,000.00 per set-up
---------------------------------------------------------- --------------------------------------
Standard Data Load (Insurdata format) 1,000.00 per initial load
---------------------------------------------------------- --------------------------------------
Custom Data Load 2,500.00 per initial load
---------------------------------------------------------- --------------------------------------
Data Updates (provided in same format as initial load 10.00 per data load
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Document / Report Storage and Retrieval
-------------------------------------------------------------------------------------------------
Document Storage and Report Repository
---------------------------------------------------------- --------------------------------------
Document Load (Insurdata format) $ 50.00 per document
---------------------------------------------------------- --------------------------------------
Document Conversion 87.50 per hour
---------------------------------------------------------- --------------------------------------
Storage 0.60 per megabyte per month
---------------------------------------------------------- --------------------------------------
Retrieval 0.04 per megabyte
---------------------------------------------------------- --------------------------------------
-------------------------------------------------------------------------------------------------
Note: A 100-page text only document is estimated to be 1/3 of a meg.
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Distribution
-------------------------------------------------------------------------------------------------
E-Mail $ 0.07 per transaction *
-------------------------------- ----------------------------------------------------------------
Fax 0.20 for 1st page, $0.05 per add'l page
-------------------------------- ----------------------------------------------------------------
Print (at Insurdata) 0.12 per page; $0.02 add'l per page for duplex printing
-------------------------------- ----------------------------------------------------------------
Mail 1st Class Postage per piece or Bulk Rates
-------------------------------------------------------------------------------------------------
* The first workflow destination / confirmation for Insur-Enroll is
included in the PEPM rate above. This fee is for each additional
workflow destination, confirmation, or for any non-workflow
E-mail transaction.
The above pricing for Insur-Enroll is based upon standard
configurations, operating environment, and start-up assumptions.
Insurdata would be pleased to consider any required alterations and
provide you with adjusted pricing. Additional costs to load benefits
and history will be dependant upon the number of groups, complexity or
benefits, level of history transferred, and the extent to which the
loading is carried out by Insurdata.
Exhibit D - Page 2 of 4
---------
IV. Insur-Web
-------------------------------------------------------------------------------------------------
Internet Access to Insur-Claim and/or Admin
-------------------------------------------------------------------------------------------------
Inquiry $ 0.05 per transaction
---------------------------------------------------------- --------------------------------------
Update $ 0.10 per transaction
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Document / Report Storage and Retrieval
-------------------------------------------------------------------------------------------------
Document Storage and Report Repository
---------------------------------------------------------- --------------------------------------
Document Load $ 50.00 per document
---------------------------------------------------------- --------------------------------------
Document Conversion 87.50 per hour
---------------------------------------------------------- --------------------------------------
Insurdata Standard Reports / Standard Downloads Included
---------------------------------------------------------- --------------------------------------
Custom Report Design / Custom Downloads 87.50 per hour
---------------------------------------------------------- --------------------------------------
Document Storage and Non-Standard Reports 0.60 per megabyte per month
---------------------------------------------------------- --------------------------------------
Retrieval 0.04 per megabyte
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Distribution
-------------------------------------------------------------------------------------------------
E-Mail $ 0.07 per transaction
-------------------------------- ----------------------------------------------------------------
Fax 0.20 for 1st page, $0.05 per add'l page
-------------------------------- ----------------------------------------------------------------
Print (at Insurdata) 0.12 per page; $0.02 add'l per page for duplex printing
-------------------------------- ----------------------------------------------------------------
Mail 1st Class Postage per piece or Bulk Rates
-------------------------------------------------------------------------------------------------
The above Insur-Web pricing is based upon standard configurations,
operating environment, and start-up assumptions. Insurdata would be
pleased to consider any required alterations and provide you with
adjusted pricing. Additional costs to load benefits and history will
be dependant upon the number of groups, complexity of benefits, level
of history transferred, and the extent to which the loading is carried
out by Insurdata.
Exhibit D - Page 3 of 4
---------
V. Optional Services
In addition to the Fees described above, Insurdata offers other optional
Services priced below:
--------------------------------------------------------------------------------
Professional Services Current Rate Per Hour
--------------------------------------------- ----------------------------------
Special mail handling $ 17.50
--------------------------------------------- ----------------------------------
Laser setup / ops time 25.00
--------------------------------------------- ----------------------------------
Training / plan load 75.00
--------------------------------------------- ----------------------------------
Custom programming 87.50
--------------------------------------------------------------------------------
Published Rates for Professional Services subject to change with 30 days
prior written notification.
--------------------------------------------------------------------------------
Media Each / Page
--------------------------------------------- ----------------------------------
Print documents (drafts, letters, EOBs) $ 0.12
--------------------------------------------- ----------------------------------
Print forms / xxxxxxxx / 2nd request letter 0.05
--------------------------------------------- ----------------------------------
Duplex print 0.02 (additional)
--------------------------------------------- ----------------------------------
Labels (each) 0.02
--------------------------------------------- ----------------------------------
Electronic image jukebox storage 0.03
--------------------------------------------- ----------------------------------
Tape loads 25.00
--------------------------------------------- ----------------------------------
Electronic file transmission 10.00
--------------------------------------------- ----------------------------------
Electronic claims - direct 0.10
--------------------------------------------- ----------------------------------
EDI clearing house claims (NEIC) 0.45
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Miscellaneous Each
--------------------------------------------- ----------------------------------
T1 line allocation $ 50.00
--------------------------------------------- ----------------------------------
Data line pass through cost
--------------------------------------------- ----------------------------------
Remote port fee 250.00
--------------------------------------------- ----------------------------------
Daily bank interface 300.00 (per acct. per mo.)
--------------------------------------------- ----------------------------------
Digitized logo/signature 150.00
--------------------------------------------- ----------------------------------
Cobra coupon booklets 2.50
--------------------------------------------- ----------------------------------
ID card - plastic 0.80 (set of 2)
--------------------------------------------- ----------------------------------
ID card - laminate 0.60 (set of 2)
--------------------------------------------- ----------------------------------
Mail/handling 0.33*
--------------------------------------------------------------------------------
* Subject to change with U.S. Postal rate for 1st class mail
VI. Other Pricing Considerations
Actual out-of-pocket expenses (including travel and accommodation) incurred
in the performance of this Agreement shall be passed through to Customer at
cost.
Exhibit D - Page 4 of 4
---------
