Sample Business Contracts

Master Agreement - Kaiser Foundation Health Plan Inc. and Tier Technologies Inc.

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                               MASTER AGREEMENT
THIS MASTER AGREEMENT is made this 30th day of July, 1997, by and between Kaiser
                                   -----       ----------                       
Foundation Health Plan, Inc. ("Kaiser"), and Tier Technologies, Inc. ("Contract


A. Kaiser operates information technology systems as part of its general
   business operations.

B. Contract Vendor is in the business of providing computer programming,
   consulting, technical documentation, and/or telecommunications services using
   highly skilled information technology professionals.

C. Kaiser and Contract Vendor anticipate entering into contracts whereby
   Contract Vendor employee(s) would perform computer programming, consulting
   and technical documentation services for Kaiser.  Each such contract would be
   made an Addendum A or B (Contractor Assignment Form, as defined below)
   subject to and incorporating by reference all of the terms and conditions of
   this Master Agreement.


                       TERMS AND CONDITIONS

1 . Nature of Service.  Contract Vendor agrees to provide consulting services
    and computer programming services involving analysis, development, design,
    testing and modification of information systems and computer application
    programs for Kaiser.  Such services shall be provided pursuant to the
    Contractor Assignment Form attached as Addendum A hereto (or Addendum B for
    long-term assignments).  Each such Contractor Assignment Form is subject to
    and subordinate to each and every term and condition of this Master
    Agreement and shall set forth the project in connection with which the
    services are to be performed, the tasks or services to be performed by
    Contractor, the employee(s) assigned by the Contract Vendor to perform such
    tasks or services, a schedule for completion of specified increments of such
    tasks or services and for progress reports, and the terms of payment for
    such tasks or services.  Each such Contractor Assignment Form shall only be
    valid if signed by one officer of each of the parties hereto or by a person
    designated in writing by such an officer as authorized to execute Contractor
    Assignment under this Master Agreement on behalf of the party.

2.  Compensation.  Kaiser shall pay Contract Vendor for actual services rendered
    at the rate specified in the Contract Assignment.  Kaiser shall reimburse
    Contract Vendor for out-of-pocket expenses only if such reimbursement is
    provided for in the specific Contract Assignment in connection with which
    such expenses were incurred and only on the basis specifically provided

    Contract Vendor shall invoice Kaiser not more than twice per month and not
    less than once every month for services performed and authorized expenses
    incurred, if any, during that time period.  Contract Vendor expressly waives
    any and all claim for compensation for any services or expenses which are
    not invoiced within one hundred twenty (120) days of rendering such services
    or incurring such expenses.  Kaiser shall pay Contract Vendor within thirty
    (30) days of receipt of invoices in form acceptable to Kaiser.  If the rate
    shown on the contract Assignment is based on a per hour charge, then such
    invoice shall include the identity of the employee who rendered the
    services, the dates on which such employee performed such services and the
    number of hours worked in connection with that specific Contract Assignment.
    Services rendered by a single employee of Contract Vendor on different
    Contract Assignments shall be segregated.

    Weekly time sheets covering all hours spent by employees of Contract Vendor
    performing services on an hourly basis and receipts for all reimbursable
    expenses shall be kept by Contract Vendor for not less than twelve (12)
    months from the date such services or expenses are invoiced or until one
    hundred twenty (120) days after completion or termination of the relevant
    Contract Assignment, whichever is later, unless Kaiser requests in writing
    that such documentation be preserved for a longer period of time.  Such
    supporting documentation for any invoice shall be provided to Kaiser or its
    representative at any time upon request.  In the event that any audit of
    Contract Vendor's invoices reveals any variance in excess of five percent
    (5%) of the amount shown on the invoice, Contract Vendor shall reimburse
    Kaiser for any amounts overcharged and for all costs and expenses incurred
    in conducting such audit.  The obligation to preserve and provide time
    sheets, receipts and invoice documentation shall survive the termination of
    the Master Agreement or any Contract Assignment, notwithstanding any
    provision to the contrary contained herein.

    All terms of this Master Agreement shall apply regardless of the identity of
    the payor of the monies referred to herein (e.g., Kaiser Foundation Health
    Plan, Inc., KFHP, The Permanente Medical Group, TPMG, Kaiser Foundation
    Hospitals, KFH, or Kaiser Foundation Research Institute, KFRI).

3.  Term.  This Master Agreement shall commence upon the date first written
    above.  Each Contractor Assignment shall commence upon its execution or such
    other date as may be stated therein.

    If in Kaiser's sole opinion the services provided under any Contract
    Assignment are unsatisfactory, Kaiser may terminate that Contract Assignment
    at any time

    with seven (7) days notice.  Either party hereto may terminate any Contract
    Assignment or all of them and this Master Agreement with or without cause
    upon thirty (30) days prior written notice.  If not sooner terminated
    pursuant to the provisions hereof, each Contract Assignment shall terminate
    upon completion of the project, tasks or services described in the Contract
    Assignment, the expiration of the term stated in the Contract Assignment, or
    in the case of an hourly basis Contract Assignment stating a maximum number
    of hours to be expended thereunder, upon completion of that number of hours
    of service, whichever occurs earliest.  Upon termination of any Contract
    Assignment Kaiser's sole obligation shall be to pay such progress payments
    for completed incremental stages of progress on the project as may be called
    for by the Contract Assignment, or, in the case of an hourly basis Contract
    Assignment, to pay for such hours as have been completed prior to
    termination of the Contract Assignment.  Contract Vendor's obligations
    regarding preservation of billing records, confidentiality and
    indemnification to Kaiser shall survive the expiration or termination of any
    Contract Assignment or this Master Agreement.

4.  Personnel.  All candidates and workers represented to Kaiser, shall be W-2
    employees of Contract Vendor and assigned by Contract Vendor to perform the
    tasks or services to be rendered under any specific Contract Assignment and
    shall be identified by name in such Contract Assignment.  Contract Vendor
    shall provide to Kaiser a copy of the W-2 Wage and Tax Statement for each
    contract employee performing services for Kaiser, no later than February 7
    of the calendar year following any year in which employee performed such

    Kaiser may reject or demand the removal/termination of assignment of any
    employee assigned by Contract Vendor at any time for any reason at Kaiser's
    sole discretion.  In the event of any such rejection, Contract Vendor shall
    provide suitable skilled replacement personnel within five (5) business days
    of such rejection.  Should Contract Vendor be unable to provide suitably
    skilled replacement personnel within such period, Contract Vendor will
    permit Kaiser to obtain such replacement personnel from other business
    enterprises (including those in competition with Contract Vendor) deducting
    the cost of such replacement personnel from the compensation or total
    contract price stated in such Contract Assignment.

5.  Long-Term Assignment Option.  Kaiser and Contract Vendor may agree to a 
    long-term assignment, subject to the following provisions, by executing 
    Addendum B, Long-Term Contractor Assignment Form.

    Expected length of assignment is 2,080 hours (roughly one year). Kaiser will
    pay Contract Vendor, billable bi-weekly or monthly, an amount equal to 2,080
    hours for 2,000 hours of work provided by contract employee. In addition,
    contract employee will be given credit for working eight (8) hours each on
    Christmas Day, New Year's Day, Washington's Birthday, Memorial Day,
    Independence Day, Labor Day, and Thanksgiving Day, but will not be expected
    to work.

    The hourly rate billed to Kaiser is reduced by 25% of the regular rate for a
    similar assignment.  Kaiser will allow contract employee to take personal
    leave given reasonable notice and within project schedules.  If at any point
    cumulative hours worked by contract employee are less than an amount equal
    to 38.5 hours per week since the beginning of long-term assignment, Kaiser
    will deduct a comparable amount from that owed to vendor for that billing

    If contract employee elects to leave Kaiser prior to the end of the
    assignment, Contract Vendor will credit Kaiser an amount equal to 80
    billable hours to assist in the training and orientation costs of a
    replacement contractor.  After one year, Kaiser may offer employment to and
    hire contract employee at no charge by Contract Vendor.

    All other terms of this Master Agreement shall apply to the long-term 

6.  Confidentiality/Solicitation.  Contract Vendor and its employees shall not
    disclose or make use of any financial, marketing, personnel or other
    confidential or proprietary information or knowledge including without
    limitation trade secrets and software programs and systems which may be
    disclosed to any of them, directly or indirectly, in the course of any
    performance hereunder.  All programs, processes and systems developed
    hereunder shall become the sole and exclusive property of Kaiser and all
    written and recorded documentation and all copies of such programs,
    processes and systems (both visually readable and machine readable) shall be
    delivered to and retained solely by Kaiser.  Contract Vendor shall be
    responsible for and shall assume liability for any improper disclosure,
    dissemination or use by any of its employees of any of the information,
    programs, processes or systems listed in this Section 6.  Contract Vendor
    shall obtain written agreement from each of its employees performing
    services under any Contract Assignment, in form acceptable to Kaiser, that
    each such employee will comply with and be obligated as provided in this
    Section 6. There shall be no solicitation by Contract Vendor or its
    employees or agents of Kaiser employees.  This Section 6 will survive
    termination of the Master Agreement or any Contract Assignment,
    notwithstanding any provision to the contrary contained herein.  A breach of
    this Section 6 may, at Kaiser's option, result in immediate termination of
    this agreement.

7.  Independent Contractor.  Contract Vendor agrees that all of its services
    rendered pursuant hereto are those of an independent contractor, and neither
    it nor any of its employees are employees or agents of Kaiser nor joint
    ventures with Kaiser.  Contract Vendor expressly disclaims and waives, for
    itself and its employees any right or claim to workers' compensation,
    welfare, pension or retirement benefits arising out of the services
    performed hereunder.  Contract Vendor agrees to be fully responsible for and
    to pay when due all federal, state and local taxes or contributions required
    under Unemployment Insurance, Social Security, income tax and other laws by
    virtue of the performance of services hereunder, and further

    agrees to fully comply with all applicable statutes, rules, regulations, and
    orders of any competent governmental authority, including without limitation
    workers compensation laws and occupational safety and health laws,
    immigration laws, and anti-discrimination laws.  Contract Vendor agrees to
    indemnify, assume legal responsibility for, hold harmless and, at Kaiser's
    option, defend Kaiser (and its agents, servants, employees, officers, and
    directors) against any and all losses, damages, fines, penalties, costs
    incurred by Kaiser, due to any demand, claim allegation or assertion of
    liability alleged to arise from a failure to fulfill any of the statutory
    responsibilities set forth in this Section 7, or any charges or suits filed
    by or on behalf of any Employees or Contract Vendor against Kaiser which
    relate to any alleged wrong by Kaiser against the Employee, or the Exercise
    by Kaiser of the rights in Section 4. This Section 7 will survive
    termination of the Master Agreement or any Contract Assignment,
    notwithstanding any provision to the contrary contained herein.

8.  Indemnification.  Kaiser shall not, under any circumstances, be liable or
    otherwise accountable to Contract Vendor for any damage or injury to
    Contract Vendor or to any employee of Contact Vendor or to any property of
    Contact Vendor, or employees however caused.  Contract Vendor shall assume
    legal responsibility for, indemnify, hold harmless, and, at Kaiser's option,
    defend Kaiser (and its agents, servant, employees and directors and any
    third party to whom Kaiser may owe a similar obligation by contract or
    operation of law) against each and every demand, claim, assertion of
    liability or action arising or alleged to arise, directly or indirectly, out
    of (i) Contract Vendors use of Kaiser premises, (ii) the conduct and
    operation of Contract Vendor's business, (iii) the performance of the
    services hereunder by Contract Vendor, or (iv) any passive or active act,
    omission or failure to perform the obligations or requirements of Contract
    Vendor hereunder or imposed by law, made or instituted by any person, group
    or organization including employees of Contract Vendor or Kaiser.  Contract
    Vendor shall assume liability for any dishonest acts committed or alleged to
    have been committed against Kaiser by Contract Vendor's past or present
    agents, servants, employees, officers and directors.  Kaiser agrees to
    notify Contract Vendor promptly in writing in the event of any such claim,
    demand, assertion of liability or action which is brought to Kaiser's
    attention.  This Section 8 will survive termination of the Master Agreement
    or any Contract Assignment, notwithstanding any provision to the contrary
    contained herein.

9.  Insurance.  Contract Vendor shall maintain, at its sole cost and expense,
    all workers' compensation insurance required under any applicable workers'
    compensation insurance act.  Contract Vendor or employees of Contract Vendor
    shall maintain, at its sole cost and expense, a policy or policies of
    comprehensive automobile liability insurance on any and all vehicles which
    may be operated in connection with any services to be performed hereunder.
    Contract Vendor shall maintain, at its sole cost and expense, a policy or
    policies of general public liability insurance covering Contract Vendor's
    operations and any contingent exposure Kaiser may deem appropriate or
    necessary to insure with policy limits of not less
    than $1,000,000.00 Combined Single Limits for injury to or death of any
    number of persons or for damage to property of others arising out of any one
    occurrence.  Said policy or policies shall provide among other things,
    Contractual Liability Insurance recognizing and insuring the assumption of
    liability undertaken by Contract Vendor under the provision of Sections 7
    and 8 above.  Contract Vendor shall maintain, at its sole cost and expense,
    a policy or policies of Fidelity Insurance, but Contract Vendor's
    obligations under Section 7 above will not be limited to the coverage
    afforded by any policy or policies of insurance.

    The insurance required hereunder shall be issued by one or more responsible
    insurance carriers acceptable to Kaiser and licensed to do business in the
    state where the services under the Contract Assignment are to be performed.
    Within thirty (30) days after the execution of each Contract Assignment,
    Contract Vendor shall cause to be delivered to Kaiser one or more duly
    executed certificates of insurance, in form and content satisfactory to
    Kaiser, evidencing all insurance coverage required hereunder and providing
    that the policy or policies which they evidence shall be neither canceled
    nor materially changed until ten (10) days after receipt by Kaiser of
    written notice of such cancellation or material changes.  In the event
    Contract Vendor fails to provide and maintain any insurance required under
    this Section 9, or to provide evidence of such insurance as required under
    this Section 9, Kaiser may, at its sole option, obtain such insurance up to
    the limits provided herein and may deduct the premiums for such insurance
    from any amounts which are or become payable to Contract Vendor hereunder.
    Contract Vendor shall reimburse Kaiser for such premiums within ten (10)
    days of written demand therefor.

10. Notices.  Any notice required or permitted hereunder shall be effective upon
    receipt in writing either by personal service upon a representative of
    Kaiser Foundation Health Plan, Inc., or upon an officer of Contract Vendor,
    respectively, or by mailing the notice by United States mail, registered or
    certified, return receipt requested, postage prepaid addressed to Kaiser at:




    and to Contract Vendor at:

          Debbie Rogers
          Tier Technologies, Inc.
          1350 Treat Blvd., Suite 250
          Walnut Creek, CA 94596

    or to such other address as the respective parties may from time to time
    designate by notice given in the manner herein provided.

11. Attorneys Fees.  In the event of judicial action or arbitration to enforce
    any of the terms and conditions hereof, the prevailing party shall receive
    reasonable attorneys' fees, courts costs and reasonable discovery and
    investigative costs and expenses and as determined by the court or

12. Modification And Assignment.  This Master Agreement supersedes all prior
    written or oral communications, representations and understandings and may
    be modified or supplemented only be a written amendment or contract
    Assignment executed by duly authorized representatives of both Kaiser and
    Contract Vendor.  Due to the special character of the services to be
    provided hereunder, neither party may assign this Master Agreement or any
    Contractor Assignment or rights thereunder, except that Kaiser may assign
    this Master Agreement and/or Contract Assignment to be issued hereunder to
    any of Kaiser's subsidiaries.

13. General Conditions.  No waiver of any breach of any term or condition of
    this Master Agreement or any Contract Assignment by Kaiser or Contract
    Vendor shall be construed as a waiver of any subsequent breach of the same
    or any other term or condition thereof.  This Master Agreement shall be
    governed by and construed in accordance with the laws of the State of
    California.  The titles and subtitles used herein are not part of this
    Agreement and are included solely for convenient reference to the paragraphs
    hereof.  Such titles shall have no bearing upon the various terms and
    conditions hereof.

14. Equal Employment Opportunity.  Contract Vendor recognizes that as a
    Government contractor or subcontractor, Kaiser Permanente is obligated to
    comply with certain laws and regulations of the Federal Government regarding
    Equal Employment

    Opportunity and Affirmative Action.  Contract Vendor, as a Government
    subcontractor, agrees that when applicable, the following are incorporated
    by reference into this agreement:

A.  The nondiscrimination and affirmation action clauses contained in Executive
    Order 11246, as amended by Executive Order 11375, relative to equal
    employment for all persons without regard to race, color, religion, sex, or
    national origin, and the implementing rules and regulations contained in
    Title 41, Part 60 of the Code of Federal Regulations, as amended; the
    nondiscrimination and affirmative action clauses contained in the
    Rehabilitation Act of 1973, as amended, relative to the employment of
    qualified disabled individuals without discrimination, and the implementing
    rules and regulations in Title 41, Part 60-741.4 of native action and
    nondiscrimination provisions of the Vietnam Era Veterans Readjustment
    Assistance Act of 1974 and the provisions, rules and regulations of the
    Title 42, Part 60-250.4 of the Code of Federal Regulations; the utilization
    of small business concerns including Small Disadvantaged Business Concerns,
    provisions of Title 48 of the code of Federal Regulations, Chapter 1, Parts
    19-708, 52-219.8 and 52-219.9, and the requirements of Title 42, Part 60-1.8
    of the Code of Federal

    Regulations that provide the certification of non-segregated facilities
    required by Title 41, Part 60-1.8 of the Code of Federal Regulations.

B.  Omnibus Reconciliation Act - Section 952 of the Omnibus Reconciliation Act
    of 1980 (PL96-499) providing for access by the Secretary of Health and Human
    Services (HHS) and the Comptroller General to the books and records of
    Contract Vendor to the extent it provides services are incorporated in the

IN WITNESS WHEREOF, upon the day and year first herein above written, the
respective parties hereto have executed this Master Agreement personally or by
duly authorized officers thereof.


              Signature:   /s/ Suzanne McFadden
                  Title:   Manager, National IT Staffing
                   Date:   9/2/97

        Contract Vendor:   Tier Technologies Inc.
              Signature:   /s/ George K. Ross
                  Title:   Sr VP & CFO
                   Date:   Aug 26, 1997

Tier Technologies
1350 Treat Blvd., Suite 250
Walnut Creek, CA  94596

Attn.: Debbie Rogers

re:    Letter of Agreement

Dear Debbie:

          Pursuant to Section 5 of the Independent Contractor Services Agreement
dated March 25, 1995, between Tier Technologies ("Contractor") and Kaiser
Foundation Health Plan, Inc. ("Health Plan"), this letter serves to outline the
compensation arrangements between the parties.

          Contractor shall provide Rick Moody to provide contract programming,
design, support and implementation services to Health Plan at the rate of Ninety
Three Dollars and fifty cents per hour ($93.50).  Rick Moody's services shall
commence on January 13, 1997 and terminate on December 31, 1997 or as Health
Plan business matters dictate.

          Please secure the signature of an authorized officer on behalf of
Contractor at the end of this letter to signify the formal agreement between the
parties to these terms.  All other terms and conditions of the Independent
Contractor Services Agreement remain in full force and effect.  I have enclosed
a self-addressed envelope for your use in returning the executed letter to me.
If you have any additional questions or comments, please do not hesitate to
telephone Ron Keely at (626) 564-3892.


/s/ C. Ron Keely
C. Ron Keely
Group Lead, NCSD

                                 THE ABOVE TERMS ARE HEREBY
                                 AGREED AND UNDERSTOOD
                                 (This section is filled out by Vendor)

                                 By  /s/ George K. Ross
                                 Name  George K. Ross
                                 Title CFO and SVP
                                 Date  8-25-97