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EXHIBIT 10.1
AMENDMENT TO LICENSE AND SERVICES AGREEMENT
THIS AMENDMENT is hereby made and entered into as of the 27th day of
September 1999 by and between MEDIRISK OF ILLINOIS, INC., an Indiana
corporation doing business as "Caredata" ("Caredata") and HEALTHSOUTH
CORPORATION, a Delaware corporation ("Licensee").
W I T N E S S E T H:
WHEREAS, the parties have previously entered into that certain License
and Services Agreement dated as of 19 December 1997 (the "Agreement"), and now
desire to amend the Agreement upon the terms hereinafter set forth;
NOW, THEREFORE, for and in consideration of the mutual undertakings of
the parties hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. DEFINITIONS. All terms as used herein shall have the same meaning
as given thereto in the Agreement, unless otherwise defined herein.
2. TERM. The first sentence of Section 3.1 of the Agreement is hereby
deleted and replaced with a new first sentence which shall read as follows:
This Agreement shall have an initial term of two (2) years, commencing
1 January 1998 and expiring 31 December 1999.
3. RENEWAL. Section 3.2 of the Agreement is hereby deleted.
4. HOSPITAL-BASED OUTPATIENT PRODUCTS. Section 2 of Attachment "A" to
the Agreement, which Attachment is also known as the "Statement of Work," is
hereby deleted in its entirety.
5. DELIVERY OF INPATIENT REPORTS. Notwithstanding anything else in the
Agreement, Caredata will prepare and deliver to Licensee, on a timely basis
consistent with the timetable set forth in the Statement of Work, the Facility
Reports and Corporate Reports referred to in Sections 1.C. and 1.D. thereof,
respectively, with respect to the data collected during the third and fourth
quarters of 1999. Such reports shall be prepared using statistical models
consistently applied from the similar reports with respect to the data from the
second quarter of 1999, as corrected and agreed to by Licensee, using
industry-standard calculations specifically including, but not limited to, LOS
calculations. Effective the date hereof, no other reports or services referred
to in Section 1 of the Statement of Work shall be provided by Caredata to
Licensee.
6. DELIVERY OF ORYX REPORTS. Notwithstanding anything else in the
Agreement, Caredata will prepare and deliver to JCAHO and Licensee, on a timely
basis consistent with the JCAHO timetable set forth in Section 3 of the
Statement of Work, ORYX facility reports (as referred to in such Section) with
respect to the data collected during the second, third and fourth quarters of
1999 that are accurate and understandable in the currently-utilized format
consistent with JCAHO requirements and file and format standards. Caredata will
also promptly prepare and provide to Licensee modified written instructions for
such reports in a form which is mutually acceptable to both parties. Effective
the date hereof, no other reports or services referred to in Section 3 of the
Statement of Work shall be provided by Caredata to Licensee.
7. ACKNOWLEDGEMENT. The parties acknowledge that due to scrivener's
error there has never been a Section 4 of the Statement of Work and the current
Section 5 should have been designated Section 4. However, in order to avoid
further confusion, the parties agree that no renumbering of these Sections is
necessary.
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8. CUSTOMER SUPPORT. Notwithstanding anything else in the Agreement,
Caredata will continue to support Licensee's facilities as set forth in the
Agreement, including a response time of not more that 48 hours with respect to
inquiries received from such facilities.
9. TRANSITION. Caredata acknowledges that Licensee can and shall
immediately begin the process of retaining a new vendor to commence providing
services to Licensee in place of Caredata, effective 1 January 2000. Caredata
shall provide all assistance reasonably requested by Licensee in the
transitioning of the service relationship from Caredata to such new vendor,
including but not limited to, timely production of data and other information
upon request of Licensee. With respect to such transition neither party shall
undertake any disparaging conduct directed at the other, and each party
(including their respective employees) shall refrain from making any negative
or derogatory statements concerning the other with respect to the Agreement or
its expiration, the services provided thereunder, or such transition. Licensee
shall assign Xxxxx Xxxxxx and/or her designee as its representative on all
transition-related matters. Caredata shall initially assign Xxxxxx Xxxxxx and
Xxx Xxxxxx to deal solely with such transition-related matters, together from
time-to-time with such other persons and/or replacements as are reasonably
necessary to deal with such matters. Caredata will use reasonable efforts to
retain Xx. Xxxxxx and Xx. Xxxxxx during such transition period. Any
replacements of Xx. Xxxxxx, Xx. Xxxxxx and/or Xxxx Xxxxxxx in this regard shall
be reasonably satisfactory to Licensee. Further, Caredata shall deliver to
Licensee contemporaneously with the Corporate Reports for the fourth quarter of
1999 a copy of all Licensee's data not theretofore provided to Licensee, such
copy to be in Licensee's desired format.
10. FEES. Effective the date hereof, and in lieu of any further
payment in accordance with the payment structure set forth in Schedule "A" to
the Agreement, Licensee shall pay to Caredata the following amounts on the
dates indicated:
AMOUNT DUE AND PAYABLE
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[S] [C]
* Upon execution and delivery
of this Amendment
* 3/31/00 (for Q3 1999 reports)
* 6/30/00 (for Q4 1999 reports)
11. EFFECT OF AMENDMENT. Except as hereinabove specifically set forth,
the Agreement is not otherwise herein amended. Caredata acknowledges and agrees
that it shall continue to hold Licensee harmless in the event of non-compliance
with JCAHO requirements that results from the non-performance of Caredata with
the requirements of the Agreement. Caredata also hereby specifically ratifies
and affirms the terms of Section 9.5 of the Agreement and further acknowledges
and agrees that disclosure of data to third parties as permitted thereunder
will also be done in a fashion that does not reveal Licensee as the source of
the data.
IN WITNESS WHEREOF, the parties have hereto set their hands under seal
contemporaneously with the execution of the foregoing Agreement.
MEDIRISK OF ILLINOIS, INC. HEALTHSOUTH CORPORATION
BY: /S/AUTHORIZED SIGNATORY BY: /S/ AUTHORIZED SIGNATORY
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(Signature) (Signature)
NAME: ______________________________ NAME: _______________________________
TITLE: ______________________________ TITLE: _______________________________
* CONFIDENTIAL TREATMENT REQUESTED.
