Sample Business Contracts

Travel Assistance Agreement - Customized Services Administrators Inc. and Medical Advisory Systems Inc.

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January 28, 2000


Customized Services Administrators, Inc.
6440 Lusk Boulevard, Suite D-205
San Diego, GA 92121
(hereinafter called CSA)

Represented by: Mr. Les Maine, President


Medical Advisory Systems, Inc.
8050 Southern Maryland Boulevard
Owings, MD 20736
(hereinafter called MAS)

Represented by Thomas M. Hall, M.D., M.I.M., Chief Executive Officer

Whereas MAS has the ability to provide travel assistance services worldwide; and

Whereas CSA wishes to offer its clients a Travel Assistance Program provided by

Now the parties agree as follows:

1-The following DEFINITIONS apply

1-1 Beneficiary: a client of CSA identified by CSA as eligible to receive
Services provided by MAS, and who is able to provide identification or an
appropriate reference number.

1-2 Services: [as listed in Schedule 1].

1-3 Geographical Coverage: Worldwide, US included.



2-1 By this contract CSA delegates to MAS the necessary authority to provide the
Services detailed in Schedule 1.

2-2 CSA agrees to provide each Beneficiary with emergency contact information
detailing the Travel Assistance Services available from MAS.

2-3 CSA agrees to give MAS read only access to its database of covered
Beneficiaries, in order to enable MAS to check coverage.

2-4 CSA agrees to inform MAS before communicating to Beneficiaries any changes
in Services available through MAS.

2-5 CSA agrees to pay MAS the Service fees as defined in Article 5.

Additionally, in emergency medical situations in which MAS cannot obtain prior
approval from CSA to provide what MAS considers to be necessary Services to a
Beneficiary, then MAS is authorized to incur reasonable costs for those Services
on behalf of CSA.

2-6 CSA agrees to provide MAS with mutually-agreed upon after-hours contacts
where emergency information may be obtained if required.


3-1 MAS agrees to use every reasonable business effort to provide the Services
listed in SCHEDULE 9 to the Beneficiaries 24-hours-a-day, 365 days-a-year.
Services are provided following the guidelines and limits of a Policies and
Procedures Manual mutually agreed upon between the parties.

MAS will seek authorization from CSA at the time Service is requested, where MAS
cannot verify coverage for the Beneficiary from the CSA data base.

MAS will also seek written authorization from CSA before providing Service for
Guarantee of Medical Expenses, or Medical Repatriation or Remains Repatriation
in excess of $90,000, or Emergency Evacuation in excess of $20,000, or Cash
Advance in excess of $250, or any Service in which the cost will exceed the
coverage available.

3-2 MAS agrees to pay all costs incurred in providing listed Services on behalf
of CSA and agrees to re invoice those costs to CSA.



3-3 MAS agrees to pay only those costs for Services organized by the MAS
Response Center, and will not bear those incurred by a Beneficiary who has not
informed MAS in advance. CSA will be notified of any case in which a Beneficiary
requests reimbursement for expenses not previously authorized by MAS.

3-4 On a monthly basis MAS agrees to provide CSA with statistics concerning the
number of cases, including Customer Service calls, handled. For each case MAS
will report the case type, MAS case number, Beneficiary's first and last names,
certificate or policy identification number, travel dates and a one-line case

Upon request of CSA, MAS will provide case summary or in-depth information on
particular cases.

3-5 Should it be requested or become necessary for MAS to provide consultation
or services to CSA not listed in Schedule 1, the parties agree to negotiate in
advance a fee to be paid to MAS based on prevailing market rates.



CSA toll lines will be directed to MAS and MAS will answer these lines according
to a schedule mutually agreed upon between CSA and MAS.


Between 6:00 am and 5:30 PM (Pacific time) from Monday through Friday (except
holidays), 800 line calls will be answered by CSA employees.

As soon as a call is identified as an assistance call, the CSA employee will
transfer the call to MAS and provide coverage information whenever possible.

CSA reserves the right to transfer its phone lines to MAS for coverage in the
event of an emergency such as equipment failure or disaster.

Additionally, MAS shall provide backup call center support to CSA at such other
times as directed by CSA.


Between 5:30 PM and 6*00 am (Pacific time) from Monday through Friday and all
day on Saturday, Sunday and holidays, 800 line calls will be answered by MAS.


MAS will check coverage and provide immediate assistance for assistance calls.

For Customer Service calls that are non-assistance related, the MAS coordinator
will record the call and forward the information to CSA or ask the caller to
call CSA the next working day.


In consideration of the Services specified in Schedule 1, CSA agrees to pay fees
to MAS as follows:


MAS will charge CSA on a fee for Service basis by classifying each case received
into one of the following Service categories:

TYPE of CASE/CALL                        FEE per CASE/CALL
Transportation                           $900
Medical                                  $486
Travel                                   $270
Fraud Analysis                           $250
Permatel                                 $27
Customer service                         The greater of $3.50 per call or $1 per

A transportation case is the organization of medical evacuation or repatriation,
or repatriation of remains;

A medical case is defined as one or more services organized with respect to one
incident or medical problem for one Beneficiary where MAS physicians are

A travel case is defined as one or more services organized with respect to one
incident or medical problem for one Beneficiary where MAS physicians are not

A fraud analysis case is defined as one or more services organized to assist in
the investigation of suspected fraud occurring on a particular claim;

A permatel case is defined as a case where the Services provided do not fall
into a category listed above and the Services are provided to the Beneficiary
within 30 minutes of MAS receiving the call;


A customer service call is defined as one telephone call where the Service
provided is the referral to the CSA customer service line.


At the end of each month that Services are provided under this Agreement, MAS
will invoice CSA for the Service fees outlined in Section 5-1. The invoice will
be calculated based on the number of cases opened during the month in each
Service category, multiplied by the fee per case in that category. Payment is
due as of the date of the invoice, as outlined in Section 5-4.


MAS will use reasonable efforts to ensure that external costs incurred on behalf
of CSA are within customary ranges for the travel assistance industry. The
following external costs will be charged to CSA at cost:

 .  Long distance telecommunications (telephone, telex or fax) and 800 line
 .  Correspondent fees,
 .  Computer connections for data base access,
 .  Funds advanced to a Beneficiary,
 .  Payment of medical or hospital bills, fees of local physicians or suppliers,
   fees of escorts or transportation providers, or fees for wire transfers,
 .  Document translation/translation fees,


To pay for MAS Service fees as defined in section 5-1, and to pay for external
fees as defined in section 5-3, an imprest account initially set at $50,000 will
be established by CSA.

MAS will be authorized and have the right to withdraw funds from this account
based on the following provisions:

Upon preparing a monthly invoice for Services rendered and sending it to CSA,
MAS will have the right to withdraw from this account the amount of the monthly
Service fee as defined in section 5-2.

When external expenses are incurred as defined in section 5-3 MAS will withdraw
funds to cover these expenses as soon as original invoices are received from the

MAS will send a receipt or a copy of the original invoice to CSA within 24 hours
of withdrawing funds for payment of Service fees or external expenses.


The parties agree that CSA must provide sufficient funding of the imprest
account to cover external expenses and to keep MAS from having to pay external
expenses from its own accounts. Therefore, CSA will reimburse the imprest
account with a sufficient amount each business day to maintain an account
balance of $50,000.

CSA agrees that should case volume increase, the balance in the imprest account
will be adjusted upwards if necessary to maintain sufficient funds for MAS to
collect its fees and pay external expenses.

Any amount remaining in the imprest account after payment of all fees and
expenses will be returned to CSA within 30 days after the termination of this


CSA agrees to pay MAS in a timely manner by maintaining sufficient funds in the
imprest account as detailed in section 5-4.

Should CSA fail to maintain adequate funds in the imprest account or to make
payment to MAS for Services and expenses when due, MAS will give CSA written
notice of said breach and CSA will have 10 days to cure. If CSA fails to cure
within 10 days, MAS reserves the right to stop providing services at the end of
the 10-day cure period.

Before stopping services MAS will make a reasonable attempt to determine why
payment was not made.


6-1 Neither CSA nor MAS (including its affiliates) shall act as an agent for
the other.

6-2 MAS undertakes to provide a system to facilitate the provision of travel
assistance and medical consultation services to the Beneficiaries.

Decisions made and/or actions taken by a Beneficiary after receiving any medical
consultation or advice remain within the and authority of the Benefciary.

6-3 MAS will make all reasonable efforts to provide assistance services, but
there may be circumstances or situations beyond the control of MAS that hinder
its efforts to provide services. For example, the parties hereto agree that MAS


not obligated to provide communications beyond the capacity of the
communications equipment in its response center.

6-4 The parties understand that the medical personnel and international
correspondents who shall provide medical services as referred to herein, are not
agents, servants or employees of MAS, but are independently licensed contractors
whom MAS represents to be duly licensed and insured. Notwithstanding the
foregoing, MAS agrees to indemnify and hold CSA harmless for any loss, including
attorney's fees, suffered by CSA arising solely out of the negligent or willful
misconduct of the medical personnel who provide services to the Beneficiaries.


CSA and MAS each acknowledge to the other that they will keep confidential the
names, addresses, statistics, and claims pertaining to Beneficiaries which arise
out of this Agreement and that such information will only be used for the
purpose of providing services hereunder or for statutory reporting.


This Agreement shall commence on February 1, 2000 and shall continue for a
period of 1 (one) year until January 31, 2001. Following the initial one year
term, the Agreement will renew for successive one year periods until either
party gives to the other party written notice of termination in accordance with
the provisions of Article 9.


9-1 Following the initial term, this Agreement may be terminated by either party
upon written notice 90 days in advance.

At the request of either party this Agreement can be renewed for a maximum of 60
days to allow the requesting party to make necessary arrangements prior to

9-2 This Agreement may be terminated at any time upon written notice:

 .  by either party in case of insolvency, bankruptcy, reorganization,
   receivership, or similar action by the other party.


 .  by MAS in case of failure of CSA to maintain adequate funds in the imprest

 .  by CSA if MAS fails to perform services such that there is a material breach
   of its obligations under this Agreement.


10-1 Neither party shall be liable to the other party in any manner whatsoever
for any failure or delay in performing its obligations due to force majeure
Force majeure means any cause beyond the reasonable control of the party in
question such as governmental action, war, rioting, !civil commotion, fire,
flood, epidemic, labor dispute, including labor dispute involving the workforce
or any part thereof of the party in question or an Act of God.

10-2 The date for performance of the contractual obligation which has been
delayed by the force majeure event shall be deemed suspended only for a period
equal to the delay caused by the event.


11-1 In the event of any dispute arising out of or under this Agreement between
CSA and MAS, both parties agree to submit to binding arbitration following the
American Arbitration Association rules in the state of Maryland (USA).

11-2 This Agreement, including the Schedules hereto, shall be governed by and
shall be construed in accordance with the laws of the state of Maryland (USA).


12-1 Neither party hereto shall directly or indirectly, in part or in whole,
assign, transfer, give, sell or otherwise dispose of its rights, privileges,
duties, obligations, or interest acquired under this Agreement without prior
written approval of the other party.

12-2 No amendment to this Agreement shall be valid or binding unless set forth
in writing and duly executed by all of the parties hereto.



Any notice with respect to this Agreement shall be given in writing.

Such notice shall be considered duly given if delivered by hand, or sent by
prepaid first class mail return receipt requested.

Notices shall be sent to the parties at their respective addresses, and to the
attention of the appropriate representatives, as set out on the preamble hereto.


Should any of the provisions of this agreement for any reason be declared or be
considered void or unenforceable such decision shall not affect the validity of
the other provisions of this Agreement.

Such remaining portions shall remain in force and effect as if this agreement
had been executed with the invalid provision eliminated.


CSA shall indemnify, defend and hold harmless MAS, its directors, officers,
employees, and affiliated companies from and against any and all claims, suits
or proceedings, demands, liabilities, costs, damages, fines and expenses
whatsoever, including reasonable attorney's fees, arising solely from:

 .  any breach by CSA of its agreements, obligations or representations,

 .  any violation of applicable law and regulation in connection with the
   performance of CSAs obligations,

 .  actions and decisions concerning assistance services which are the
   responsibility of CSA,

 .  negligent or willful misconduct by CSA.

MAS shall indemnify, defend and hold harmless CSA, its directors, officers,
employees, and affiliated companies from and against any and all claims, suits
or proceedings, demands, liabilities, costs, damages, fines and expenses
whatsoever, including reasonable attorney's fees, solely arising from:


 .  any breach by MAS of its agreements, obligations or representations,

 .  any violation of applicable law and regulation in connection with the
   performance of MASS obligations,

 .  actions and decisions concerning assistance services which are the
   responsibility of MAS,

 .  negligent or willful misconduct by MAS.

The parties hereto shall promptly notify each other of any suit or threat of
suit (except with respect to those which either party might institute against
the other) related in any way to the benefits or Services provided which may
give rise to a claim for indemnification against the other party.

The parties shall cooperate with and assist one another in connection with any
required response to or involvement in any legal proceeding, action or inquiry.

The indemnifying party may control any suit or proceeding; provided, however, in
instances where the indemnifying party elects to control, the indemnified party
may, at its own cost, engage its own attorney(s).

In witness whereof, the patties hereto have caused this Agreement to be executed
effective as of the date first written above.

For and on behalf of:

Customized Services             Medical Advisory Systems, Inc.
Administrators, Inc.

By: Les MAINE                   By: Thomas M. HALL, M.D., M.I.M.

Title: President                Title: CEO

Date: January 28,2000           Date: January 28, 2000

Signature                       Signature

/s/ Leslie Maine                /s/ Thomas M. Hall MD, MIM
----------------                --------------------------




Should the Beneficiary need help locating a doctor or hospital, MAS will provide
referrals to a local doctor or hospital in the MAS network in the US or abroad,

At the request of the Beneficiary MAS will organize a hotel call by a local
doctor, if possible.


Should the medical condition of the ill or injured Beneficiary require special
transportation for either treatment or for specific examination which can't be
done locally, MAS will organize either:

 .  medical transportation to the nearest appropriate medical center,

 .  or medical repatriation to the US if there is no appropriate medical facility
   nearer, and if the Beneficiary's condition allows it.

The medical transportation will be done with the most appropriate medical
escorts, equipment, and means of transportation.

The decision maker for this benefit will be the MAS monitoring doctor.


Should the Beneficiary not be in a position to pay the medical expenses, MAS
will, with written authorization from CSA, guarantee the expenses on behalf of


Should the Beneficiary need cash as a result of loss or theft of personal
belongings abroad, MAS will arrange for an advance of cash.



In the event of death of a Beneficiary, MAS will organize and coordinate payment
for the transportation of mortal remains back to the departure point or
Beneficiary's home in the US, as directed by CSA.


Should the Beneficiary need help to communicate in a foreign country, MAS will
provide telephone translation.

Should there be a request for an interpreter to be sent in person, MAS will help
to locate one.


Should the Beneficiary need help to replace lost or stolen travel documents
(i.e. passport, ticket, credit card,..), MAS will advise and assist where
possible regarding their replacement.


Should the Beneficiary need to fly back home earlier than initially planned, MAS
will organize and coordinate the travel arrangements.


Should the Beneficiary need specific information on recommended or required
immunizations, visa requirements, weather conditions, time zones, currency
exchange rates, national holidays, banking or shopping hours, MAS will provide
appropriate information from the most authoritative sources.


Should the Beneficiary need help to locate an attorney or to secure bail bond,
MAS will provide referral to a local lawyer for assistance.



Should the Beneficiary need prescription medication or lenses not available
locally, MAS will organize for the delivery of the prescribed item, when
possible and legally permissible, to the Beneficiary upon the written
authorization of the prescribing physician.


Should the BENEFICIARY be hospitalized for 10 or more days and there is a need
for family members to travel to the place of hospitalization, MAS will organize
and coordinate payment for the travel arrangements.


If dependent children are left unattended as the result of the Beneficiary's
accident or illness, MAS will provide one-way economy fare for them to their
place of residence.

Qualified attendants will also be provided without charge, when required.


When requested by CSA, MAS will open a case to investigate a particular claim
where CSA suspects potential fraud. Upon receipt of relevant information from
CSA, MAS will open the investigation with an appropriate local correspondent.