Software License Agreement - HealthAxis.com Inc. and UICI
SOFTWARE LICENSE AGREEMENT
(Insur-Web and Insur-Enroll)
This Software License Agreement (this "Agreement") is made and entered
into by and between HealthAxis.com, Inc., a Pennsylvania corporation
("HealthAxis"), and UICI, a Delaware corporation ("UICI").
WHEREAS, UICI and HealthAxis, as successor by merger to Insurdata
Incorporated, are parties to that certain Information Technology Services
Agreement dated January 3, 2000 (the "UICI Master Services Agreement"), pursuant
to which HealthAxis provides UICI and its affiliates various information
technology services as more particularly provided therein; and
WHEREAS, HealthAxis provides a variety of software and web-enabling
technology solutions for the distribution and administration of health insurance
products which are not covered by, and expressly excluded from, the UICI Master
Services Agreement; and
WHEREAS, UICI now desires to license certain of such software and
web-enabling technology from HealthAxis for use by UICI and its affiliates, all
as more particularly provided hereinbelow.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of all of which are hereby acknowledged and confessed,
HealthAxis and UICI do hereby agree as follows:
ARTICLE I
LICENSED SOFTWARE
As used in this Agreement, the term "Licensed Software" shall mean the
HealthAxis Insur-Web and Insur-Enroll proprietary software and technology
solutions as more particularly described in Exhibit "A" attached hereto. The
Licensed Software includes any and all modifications, enhancements and future
revisions of such software, regardless of the form in which they are made
available, which are provided by HealthAxis to UICI pursuant to this Agreement.
ARTICLE II
LICENSE AND AGREEMENTS REGARDING
USE OF THE LICENSED SOFTWARE
HealthAxis and UICI hereby agree to the following terms and conditions with
regard to the licensing and use of the Licensed Software by UICI:
2.1 Grant of License. In consideration of the payment by UICI of the License Fee
as provided in Section 4.1 below, HealthAxis does hereby grant to UICI and its
Authorized Affiliates (as hereinafter defined) an enterprise-wide, perpetual
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license to use, modify, enhance, and make derivative works of the Licensed
Software, in all cases solely and exclusively for use in and in connection with
UICI and its Authorized Affiliates' direct distribution and administration of
their own health insurance products and related services on systems owned and
operated by UICI and/or such Authorized Affiliates. For purposes of this
Agreement, the term "Authorized Affiliate" shall mean any entity in which UICI
is the legal or beneficial owner of a majority of the voting ownership interests
on a fully diluted basis. The license granted in this Section 2.1 includes both
the source and object code versions of the Licensed Software, and shall be
non-exclusive. Subject to payment by UICI of the monthly Maintenance Fees as
provided below, the license granted herein includes all updates and future
releases of the Licensed Software to be provided to UICI and the Authorized
Affiliates promptly upon release. UICI and its Authorized Affiliates shall have
no right to sublicense or otherwise distribute the Licensed Software.
2.2 Delivery and Source Code Release. Simultaneously with receipt of payment of
the License Fee, HealthAxis will deliver to UICI the current version of the
Licensed Software, in source and object code version, which shall be available
for immediate use by UICI and its Authorized Affiliates. UICI's use of the
source code of the Licensed Software shall be limited to the right to modify and
make derivative works thereof for its own use, and in all cases solely and
exclusively for use by UICI and the Authorized Affiliates in and in connection
with UICI and the Authorized Affiliates' direct distribution and administration
of their own health insurance products on systems owned and operated by UICI
and/or the Authorized Affiliates in accordance with the terms, conditions and
provisions of the license granted in this Agreement. UICI and the Authorized
Affiliates shall not have the right to otherwise use the source code or the
Licensed Software, or to sublicense, deliver, distribute or disclose the
Licensed Software to any third party whatsoever except with respect to third
parties performing services on behalf of UICI who have agreed in writing, using
a form approved by HealthAxis, to maintain the confidentiality of the source
code and to otherwise use same solely in accordance with the terms, conditions
and provisions of this Agreement for and on behalf of UICI and the Authorized
Affiliates, and not otherwise.
2.3 Non-disclosure of Source Code. UICI and each Authorized Affiliate shall take
appropriate action by instruction, agreement, or otherwise, with any employees
who are permitted access to the source code of the Licensed Software to inform
such persons of the confidential and proprietary nature thereof, and to have
appropriate agreements with such employees to satisfy the obligations under this
Agreement with respect to use, copying, modification, protection, and security
of the source code. UICI agrees to immediately report to HealthAxis any and all
breaches of the confidential nature of the source code committed by it or its
Authorized Affiliates or any of their employees, agents, or other persons
obtaining access to the Licensed Software through them, and agrees to cooperate
with HealthAxis in the event any dispute or litigation arises concerning the
matters covered in this Section 2.3. UICI HEREBY AGREES THAT THE LIMITATIONS OF
LIABILITY CONTAINED IN SECTION 8.1 HEREIN SHALL NOT APPLY WITH RESPECT TO ANY
CLAIMS, LOSSES OR DAMAGES SUFFERED OR INCURRED BY HEALTHAXIS AS A RESULT OF
UICI'S OR ANY AUTHORIZED AFFILIATE'S, OR ANY OF THEIR EMPLOYEE'S WRONGFUL USE OR
DISCLOSURE OF THE SOURCE CODE OF THE LICENSED SOFTWARE, OR INTENTIONAL
DISCLOSURE OF, OR FAILURE TO PROTECT, THE SOURCE CODE OF THE LICENSED SOFTWARE
AS REQUIRED HEREIN.
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ARTICLE III
MAINTENANCE AND SUPPORT OF THE LICENSED SOFTWARE
In consideration of, and subject to, the payment by UICI of the monthly
Maintenance Fees as provided in Section 4.2 below, HealthAxis will provide the
following maintenance and support to UICI and the Authorized Affiliates with
regard to the Licensed Software in a timely and professional manner. The
provisions of this Article III apply to the Licensed Software only, and are not
applicable with respect to other customized software or services provided by
HealthAxis, or any third party software, the maintenance and support of all of
which shall be governed by the provisions of Article V of this Agreement to the
extent provided or supported by HealthAxis:
3.1 Product Support. Product support will be provided through the HealthAxis
Customer Care Unit (CCU). UICI and its Authorized Affiliates will provide their
agents, employees and other end-users with 1st level technical and product usage
support for the HealthAxis technology components. The CCU will be available to
provide 2nd level support to an identified primary and secondary contact within
UICI and each Authorized Affiliate. 2nd Level Support includes the logging of
change requests, the management of fault reports, and aid in resolution of usage
issues. HealthAxis will resolve reported problems in a timely fashion and in
accordance with the performance standards set forth in the HealthAxis
Operational Procedures Guide as published from time to time.
3.2 Upgrades and New Versions. In consideration of, and subject to, the payment
by UICI of the Maintenance Fees, HealthAxis will provide to UICI and the
Authorized Affiliates, without further charge, the standard enhancements,
upgrades and new release versions of the Licensed Software ("New Version") that
may be developed by HealthAxis together with standard documentation. To the
extent retrofitting is required as a result of UICI or Authorized Affiliate
customizations of standard product, such retrofitting of any New Version is not
included and will be provided only in accordance with Article V.
3.3 Product Development. UICI and HealthAxis will meet not less often than twice
per year at such times and places as the parties mutually agree to discuss
HealthAxis' development plans and any maintenance and support problems.
HealthAxis will make reasonable efforts to accommodate UICI's requests for
product modifications or enhancements. If UICI requests modifications or
enhancements that are not within HealthAxis' standard upgrade plans, HealthAxis
will so inform UICI and HealthAxis will not be obligated to make such
modifications or enhancements unless UICI and HealthAxis agree to a mutually
acceptable financial arrangement and any associated agreed restrictions or
provisions regarding the further licensing and/or use of such modifications or
enhancements for any third party. HealthAxis further agrees that during the term
of this Agreement it will update, modify and maintain the Licensed Software so
that it remains compatible with the major hardware platform on which the current
version of the Licensed Software operates.
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3.4 Future Deliverables. HealthAxis will deliver New Versions to UICI no later
than the time HealthAxis releases such products in final release form to any
other person or entity, together with any related documentation, for testing and
acceptance in accordance with the Operational Procedures Guide and the
HealthAxis standard change control procedures.
ARTICLE IV
LICENSE AND MAINTENANCE FEES
4.1 License Fee. In consideration of grant of the license by HealthAxis as
provided in Article II hereof, UICI shall pay to HealthAxis the license fee (the
"License Fee") as provided in Part I of Exhibit "B" attached hereto. The License
Fee is a one-time charge for the perpetual license granted herein, and is due
and payable in full by wire transfer simultaneously with the execution of this
Agreement; provided however, that if at any time during the first twenty-four
(24) months following execution hereof, UICI elects for any reason, or no
reason, to cease all use of the Licensed Software and to terminate this
Agreement, then UICI shall be entitled to a refund of a prorated portion of the
License Fee in an amount determined by multiplying the total License Fee paid by
a fraction, the numerator of which shall be the number of whole months remaining
in such twenty-four (24) month period, and the denominator of which shall be
twenty-four (24).
4.2 Maintenance Fees. In consideration of the maintenance and support to be
provided in accordance with Article III hereof, UICI shall pay to HealthAxis the
monthly maintenance fees (the "Maintenance Fees") as provided in Part II of
Exhibit "B" attached hereto. The Maintenance Fees shall commence effective with
the first live use by UICI or any Authorized Affiliate of any module or portion
of the Licensed Software and shall be payable each month thereafter for so long
as UICI elects to have maintenance and support provided by HealthAxis. UICI may
elect to discontinue the maintenance and support it receives from HealthAxis
under this Agreement by providing thirty (30) days' written notice to
HealthAxis. If UICI elects to discontinue maintenance and support at any time,
HealthAxis shall no longer be obligated to provide same under Article III, and
HealthAxis shall not be obligated to reinstate the maintenance and support
services if UICI subsequently desires to reinstate same following the initial
discontinuance by UICI. HealthAxis will invoice UICI on a monthly basis for the
Maintenance Fees. Payment on all invoices shall be due net 30 days. The
Maintenance Fees are earned each month, and are non-refundable under any
circumstances.
ARTICLE V
PROFESSIONAL SERVICES
It is anticipated that UICI and various Authorized Affiliates will engage
HealthAxis from time to time to provide consulting, design, development,
integration, operations and other information technology services in connection
with their use of the Licensed Software, including services which are requested
by UICI and/or any Authorized Affiliate from time to time in order to (i)
facilitate the integration of the Licensed Software with each of their
respective operations, (ii) otherwise assist in any new software, equipment, or
business partner integration related thereto, (iii) assist in making
enhancements or modifications to the Licensed Software as may be requested by
UICI or any Authorized Affiliate, (iv) assist in the acquisition and
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installation of any third-party hardware, software and/or equipment to be
utilized in connection with the Licensed Software, and (v) undertake any
additional assignments which UICI or any Authorized Affiliate may request
regarding their particular use of the Licensed Software (collectively, the
"Professional Services"). In such instances, all such Professional Services will
be provided pursuant to the terms, conditions and provisions of the UICI Master
Services Agreement, and are expressly excluded from the subject matter of this
Agreement.
ARTICLE VI
REPRESENTATIONS, WARRANTIES
AND OTHER AGREEMENTS
6.1 Warranties and Disclaimers.
(a) HealthAxis hereby represents and warrants that HealthAxis has and will
have title to the Licensed Software, and, subject to the limitations as
set forth in Section 8.1 hereof, agrees to indemnify and hold UICI and
the Authorized Affiliates harmless from any and all damages, liability,
loss, costs or expenses, including, but not limited to, reasonable
attorneys' fees, arising out of or resulting from any actual patent,
copyright, or trade secret claim or action against UICI and/or the
Authorized Affiliates regarding the Licensed Software.
(b) Subject to payment of the Maintenance Fees by UICI as they become due
and payable, HealthAxis warrants that all of the base Licensed Software
will be free of bugs and defects and perform in accordance with the
documentation pertaining thereto, and that HealthAxis will promptly
correct any such bugs or defects in accordance with the provisions of
Article III above at no additional cost to UICI.
6.2 Title; Copyright; and Subsequent Use and Licensing by HealthAxis. All rights
in and title to the Licensed Software, and all modifications, enhancements,
upgrades and derivative works pertaining thereto, including all New Versions,
remain the property of HealthAxis, including all copyrights and other
intellectual property rights. UICI hereby acknowledges and agrees that the
license granted herein is non-exclusive, and that HealthAxis may license or
otherwise grant or assign rights in the Licensed Software to third parties
and/or incorporate and/or use derivatives of any such software in other products
or other software to be developed by HealthAxis for its own products, or in
products to be developed by HealthAxis for third parties for use in products or
service offerings which may compete with those of UICI and/or the Authorized
Affiliates, or in products which are distinctly different.
6.3 Excluded Items. UICI understands, acknowledges and agrees that the license
granted herein pertains to software developed by HealthAxis only, and does not
include a license to any third party software or intellectual property which may
be necessary or desirable for use in establishing the platform and environment
in which the Licensed Software is designed to operate. UICI and/or the
Authorized Affiliates shall be solely responsible for obtaining and maintaining
such third party software and intellectual property rights, at their sole cost
and expense. UICI and the Authorized Affiliates shall have no rights whatsoever
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with respect to any other HealthAxis software or products not expressly licensed
herein. In the event UICI or any Authorized Affiliate subsequently desires to
license any other HealthAxis software, then the parties will negotiate in good
faith to determine the terms upon which HealthAxis will agree to license any of
same to UICI or the Authorized Affiliate.
6.4 Waiver of Most Favored Nations Pricing. UICI acknowledges that the License
Fee as provided for herein represents the current HealthAxis standard rate for
same, and that other third party customers of HealthAxis may now or hereafter
receive more favorable pricing terms from HealthAxis for the license fees
payable by such parties for the Licensed Software. In connection therewith, UICI
hereby waives the "Most Favored Nations Pricing" provision contained in Section
11.7 of the UICI Master Services Agreement as it may apply to the License Fee
provided for in this Agreement. Except for the express waiver contained in the
preceding sentence with respect to the Licensed Software, the Most Favored
Nations Pricing provision shall continue in full force and effect, including
with respect to the Maintenance Fees payable in accordance with this Agreement.
ARTICLE VII
TERM AND TERMINATION
7.1 Term. This Agreement shall be effective upon the date of full execution
hereof and shall continue for the term of the license granted herein as provided
in Section 2.1, unless terminated sooner in accordance with this Article VII.
7.2 Termination. This Agreement may be terminated as follows:
(a) Upon mutual written agreement between HealthAxis and UICI;
(b) During the initial twenty-four (24) month period following the
execution hereof, UICI may terminate this Agreement for any reason or
no reason, in its sole and absolute discretion, in which event UICI
will be entitled to a refund of a prorated portion of the License Fee
as provided in Section 4.1 hereof. Thereafter, this Agreement may be
terminated by UICI at any time following a material breach by
HealthAxis of any provision of this Agreement, and such breach
continues for sixty (60) days following written notice from UICI to
HealthAxis of UICI's intent to terminate for such cause; or
(c) By HealthAxis (i) at any time if UICI fails to pay any amounts due to
HealthAxis under this Agreement, on or before the due date therefor,
and such failure continues for thirty (30) days following written
notice from HealthAxis to UICI of HealthAxis' intent to terminate for
non-payment, or (ii) at any time following a material breach by UICI of
any other provision of this Agreement, and such breach continues for
sixty (60) days following written notice from HealthAxis to UICI of
HealthAxis' intent to terminate for such cause.
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7.3 Termination of License. In the event of termination of this Agreement, UICI
shall have no further right to continue use of the Licensed Software and shall
immediately return all copies of same and documentation pertaining thereto to
HealthAxis.
ARTICLE VIII
MISCELLANEOUS
8.1 Limitations of Liability. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN
ARTICLE VI ABOVE, HEALTHAXIS GRANTS NO WARRANTIES, WHETHER EXPRESS OR IMPLIED,
WITH REGARD TO ANY LICENSED SOFTWARE OR SERVICES, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE STATED
EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF HEALTHAXIS
FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR
PERFORMANCE OF THE LICENSED SOFTWARE. IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF USE
OR DATA, OR INTERRUPTION OF BUSINESS SUFFERED OR INCURRED BY THE OTHER OR ANY
OTHER PARTY, WHETHER SUCH DAMAGES ARE LABELED IN TORT, CONTRACT, OR INDEMNITY.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT OR CIRCUMSTANCE
WHATSOEVER SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER IN CONTRACT,
TORT OR OTHERWISE FOR ANY AMOUNT IN EXCESS OF THE AMOUNT OF THE ACTUAL PAYMENTS
MADE BY UICI TO HEALTHAXIS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PROCEEDING THE EVENT OR OCCURANCE GIVING RISE TO SUCH LIABILITY, EACH PARTY'S
MAXIMUM LIABILITY HEREUNDER BEING HEREBY LIMITED TO SUCH AMOUNT.
8.2 Confidentiality. HealthAxis and UICI hereby warrant that all information
communicated to it by the other party, whether before or after the effective
date (the "Confidential Information") will be and, shall be received in strict
confidence, and will be used only for purposes of this Agreement, and that no
Confidential Information 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
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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.
8.3 Dispute Resolution and Arbitration. Any issue or dispute between the parties
arising out of or related to this Agreement or its alleged breach that is not
resolved between the parties shall be referred to arbitration in accordance with
the provisions of this Section. Any such unresolved issue, dispute or claim
shall be resolved exclusively by final and binding arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association.
Demand for arbitration must be made within either one year after the discovery
of the claim on which the demand is based, or one year from the date of
termination of this Agreement if discovered after termination. If the claiming
party fails to demand arbitration within the applicable one year period
specified in the preceding sentence, the claim shall be deemed to be waived and
shall be barred from either arbitration or litigation. Either party may invoke
arbitration of an issue by serving on the other party a written notice of
arbitration, which shall specify with reasonable detail (1) the issue in
dispute, (2) the claims asserted, and (3) the remedy sought by the party
invoking arbitration. Each party shall appoint one arbitrator to arbitrate the
subject issue. The arbitrators shall be appointed within fifteen (15) days of
the date of the foregoing described notice. If one party fails or refuses to
appoint an arbitrator, then the first arbitrator appointed shall appoint a
second arbitrator. Within thirty (30) days of the last of those appointments,
the two arbitrators shall appoint a third arbitrator. Each party appointing an
arbitrator or for whom an arbitrator is appointed shall bear all costs and
expenses associated with that arbitrator, and the cost and expenses associated
with the third arbitrator shall be shared equally by the parties. The
arbitration hearing shall be held in the Dallas, Texas area. Within ten (10)
days after the conclusion of the arbitration proceeding, the arbitrators shall
render a written decision of the arbitration and state the reasons for the award
and decision. The arbitrators may award costs, including attorney's fees, to the
prevailing party. The decision of the arbitrators is binding on the parties, and
after the completion of the arbitration, a party to the arbitration may not
institute litigation to reverse the decision of the arbitrators. It may,
however, institute litigation in any court of competent jurisdiction to enforce
the claim or issue determined by the arbitration proceeding.
The parties agree that the only circumstance in which disputes between them
shall not be subject to the provisions of this Section 8.3 is where a party
makes a good faith determination that a breach of the terms of this Agreement by
the other party is such that the damages to such party resulting from the breach
will be so immediate, so large or severe, and so incapable of adequate redress
after the fact that a temporary restraining order or other immediate injunctive
relief is the only adequate remedy. If a party files a pleading with a court
seeking immediate injunctive relief which is challenged by the other party and
the injunctive relief sought is not awarded in substantial part, the party
filing the pleading seeking injunctive relief shall pay all of the costs and
attorney's fees of the party successfully challenging the pleading.
8.4 Successors and Assigns. This Agreement may be assigned by either party
hereto in connection with a merger, consolidation, sale of all or substantially
all of the party's assets or similar business combination. In the event of an
assignment, merger, asset sale or similar business combination transaction
between UICI and another party which is a licensee or customer of HealthAxis,
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HealthAxis may have substantial economic or other business interests at risk. In
such circumstances, the parties shall negotiate in good faith to attempt to
reach agreement on terms of a restructured arrangement that fairly protects the
business interests of HealthAxis and UICI (or the other successor entity
resulting from the transaction). Until such a restructured agreement is entered
into, the services, licenses and other agreements between HealthAxis and each
constituent party to the transaction shall continue to be serviced, tracked,
reported, paid and provided separately to each constituent organization under
its original agreement with HealthAxis as if the transaction had not taken
place.
8.5 Survival. Upon any cancellation, termination or rescission of this
Agreement, it is the intention of the parties that the provisions of this
Agreement shall continue to apply to those duties and obligations which are
intended to survive any such cancellation, termination or rescission, including,
without limitation, the provisions of Sections 2.3, 6.1, 6.2, 7.3, 8.1, 8.2,
8.3, 8.6 and 8.7 herein.
8.6 Notice. 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 addressed as follows:
In the case of UICI:
UICI
4001 McEwen
Dallas, Texas 75244
Attn: Matthew R. Cassell
In the case of HealthAxis:
HealthAxis.com, Inc.
5215 N. O'Connor Blvd.
Suite 800
Irving, Texas 75039
Attn: Jim Taylor, V.P. of Finance
8.7 Miscellaneous. THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED
STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES HERETO AND
THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT.
This Agreement and the exhibits, schedules and/or addenda attached hereto
supersede all prior agreements and understandings, if any, of the parties hereto
relating to the subject matter hereof, including, without limitation, all term
sheets and other documentation regarding the formation of this Agreement. This
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Agreement may be amended only by an instrument in writing executed by the
parties hereto, and supplemented only by documents delivered (or to be
delivered) in accordance with the express terms hereof. In case any one or more
of the provisions contained in this Agreement shall be held to be invalid,
illegal, unenforceable or inapplicable in any respect, such invalidity,
illegality, unenforceability or inapplicability shall not affect any other
provision hereof and this Agreement shall be construed as if such invalid,
illegal, unenforceable or inapplicable provisions had never been contained
herein. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument and facsimile signatures
hereon shall be deemed original signatures.
IN WITNESS WHEREOF, this Agreement has been executed by the parties to
be effective as of the 25th day of January, 2001.
ADDRESSES: UICI:
UICI
4001 McEwen a Delaware corporation
Dallas, Texas 75244
By:
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Its:
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HEALTHAXIS:
HealthAxis.com, Inc.,
5215 N. O'Connor Blvd. a Pennsylvania corporation
Suite 800
Irving, Texas 75039 By:
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Its:
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EXHIBIT "A"
LICENSED SOFTWARE
I. Insur-Web
Insur-Web Internet Connectivity Software includes common software modules
consisting of both application software and database engines. The modules and
their basic functionality are described as follows:
Dynamic Content Engine (DCE) determines the rendering of the defined templates
to dynamically displaying content.
o Administrative tool creates relationships between templates, pages, zones
and content
o All content is stored in the Dynamic Content Engine database
o Specific content items can be used in multiple locations on the
presentation layer (ex. footer information)
o "Descriptors" are assigned to content which can then be used
programmatically to display the content; One to many descriptors can be
applied
o Approach for some syndication requirements still being developed which will
involve the DCE process (ex. Style sheet usage)
o Very fast database (in server memory) used to display common zones
Personal Space Engine (PSE) is the personal storage facility for profile and
quote information and generated documents.
o Consumer user view and Administrative view of personal space
o For small group specifically, the last quote generated can be stored in the
personal space of the user
o Essentially a data store for multiple document types that can be placed
there either by a system process or manually
o File types stored directly in the database as binary objects with specific
types associated (ex. Word doc)
o Administrator of personal can view or add items directly for a user with an
admin ID
Personalization & Membership Engine (PNM) creates accounts and stores security
information.
o PNM Defines System Security Approach:
o User Access Levels
o Administrative User Creation and Access Levels to Specific Engines
o Future information storage for profiling
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Plan Definition System (PDS) determines plan availability within a region and
maintains feature information.
o PDS Defines Carrier's Product Offerings Including:
o Plan Benefits
o Riders
o Plan Availability
o Effective Dates
o Area Definitions (ZIP code bands)
o Content for Quote Results
o co-pay, deductibles, co-insurance
Rating Engine (RTE) Utilizes both the Rate Rules module and Rate Datamart to
determine rate quotes.
o Databases hold the product, rules and rate information
o Plan Definition holds product information (OLTP database)
o Rates Datamart holds all combinations of rate attributes (datamart)
o Rate Rules Database holds the algorithms
Dynamic Forms Engine (DFE) supports the creation and provides the movement of
application forms to screen, personal space, and BizTalk XML interface.
o Forms Engine intended to be used on the interface layer where user input is
required such as on the application or quote request screens
o Business issue being addressed is how to drive the rapid creation of new
online applications
o Currently the database schema has been developed to store the "forms"
Event Tracking Engine (ETE) contains business rules to support the production of
statistics.
Insur- E-Print Forms based virtual merge and print global service which
distributes both electronic and paper output.
Insur-Workflow Application software and messaging software (using BizTalk
Orchastra and MSMQ) that distributes information.
Insur-E-Pay Application software for the electronic payment of credit card and
Account Clearing House (ACH) transactions.
Business Functionality Insur-Retail as well as member, employer and provider
self-service business functionality.
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II. Insur-Enroll
Insur-Enroll includes the following standard product features:
Supported Enrollment Processes
o New Hire
o Ongoing "Life Event" Changes
o Open Enrollment
Web Interfaces
o Login Page (universal)
o Employee Interface (EE)
o Administrative Interface (ADM)
o Customer Service Interface (CSR)
Login Page Interface
o Universal for all System Interfaces (Employee, Administrative, CSR)
- Personalization & Membership Engine (PNM)
- User specific Login ID and Password
- Forced "Change Password" functionality
o Customizable with Client Logo and text
o Secure Access - 40 bit or 128 bit Secure Socket Layer (SSL) encryption
technology
Employee Interface
o Welcome Page -customizable
o Universal Functionality - all pages
- Customizable with Client Logo and text
- Task Bar - Online References, Benefit Booklets, E-mail & Help
- Progress Bar - completion indicator
- Navigation Bars - Forward, Back, Exit, Complete
- Employee, Dependent & Current Coverage Data populated via import
- Standard data fields (editable & non-editable)
- Standard data field validations - required, date, alpha, numeric &
e-mail formats
- Standard error messages based on data validations
- Standard Eligibility Rules applied
- Unlimited Benefit Plans, Levels of Coverage
- Pre-Tax / Post-Tax Deduction Types
- Standard Plan Business Rules applied
- Web Links to Providers, PCP Directories, Dentist Directories
- Links to Online Documents
- Standard utilization of drop down boxes, free form fields and radio
buttons driven by plan business rules
- Standard error messages driven by eligibility and plan business rules
o Employee Information Page
o Dependent Information Page (with ability to Add/Remove)
o Medical Coverage Page
o Primary Care Physician Page
o Medical Coordination of Benefits Question Page
o Medical Coordination of Benefits Information Page
o Dental Coverage Page
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o Dental Coordination of Benefits Question Page
o Dental Coordination of Benefits Information Page
o Additional Benefits Page
- Vision
- Medical Expense FSA
- Dependent Care FSA
- Long Term Disability Income Protection (LTD)
- Short Term Disability Income Protection (STD)
- Basic Term Life Insurance
- Supplemental Term Life Insurance
- Basic Accidental Death & Dismemberment Insurance (AD&D)
- Supplemental Accidental Death & Dismemberment Insurance (AD&D)
o Employee 401(k) Information Page (initial Contribution Amount, Fund Options
and Funds Allocation elections)
o Beneficiary Page (with ability to Add/Remove)
o Summary Of Benefits Page
- Insurance Plans/Benefits selected
- Per Pay Period Costs per Insurance Plan/Benefit
- Pre-Tax or Post-Tax Deduction type selected
- Total Per Pay Period Deductions
- Customizable "Acknowledgement /Disclaimer"
o Submitted and Saved Successfully Page
o Standard Workflow -Confirmation Notice (single destination)
Administrative Interface
o Admin Main Menu - all pages
- Customizable with Client Logo
- Displays Current Day/Date
- Option to Administer multiple Companies
- Help Instructions displayed on each page/sub-page
o Task Bar (Vertical or Horizontal Functionality)
- Admin Tools
>> Add Employee Account
>> Edit Employee Account
>> Add Link
>> Remove Link
>> Post Announcement
>> Remove Announcement
>> Add Online Documents
>> Remove Online Documents
>> Manage Enrollment Period
>> Online Reports
o References
- View Summary
o Enrollment
- Edit Employee Enrollment
- Confirmation Notices - View & Print
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o Help Desk
- Ability to E-mail the HealthAxis Help Desk
o Log Out
Customer Service Rep (CSR) Interface
o Admin Main Menu - View same as Administrator with limited task bar
functionality
o Limited Task Bar (Vertical or Horizontal Functionality)
o Enrollment
- View Employee Enrollment
- Confirmation Notices
o Help Desk
- E-mail Help Desk
o Log Out
Other Features
o System Access
o Internet
- Internet Explorer 4.0x or above (SP2)
- Netscape Communicator 4.0x or above
o Data Import/Export
- Support for client/system specific file formats
o Transaction Logging
- Major milestones and events
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EXHIBIT "B"
PART I. LICENSE FEE
The one-time up front license fee for the Licensed Software described on Exhibit
"A" is $1,836,900.00.
PART II. MAINTENANCE FEES
The monthly Maintenance Fee for the Licensed Software described on Exhibit "A"
is $22,961.25.
PART III. OTHER
UICI shall be responsible for any and all sales, use, excise or similar taxes
which arise in connection with, or as a result of the license granted herein and
the maintenance and support or any other services or other items provided
pursuant to this Agreement.