Sample Business Contracts

Master Agreement for Consulting Services - Tier Technologies Inc. and Humana Inc.

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This Master Agreement for Consulting Services ("Agreement") is entered into as
of the 10th day of February, 1998, by and between TIER TECHNOLOGIES, INC.

WITNESSETH:  That, for and in consideration of the mutual promises and covenants
hereinafter contained, the parties hereto agree as follows:

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1.1 Consultant agrees to provide to Humana such technical assistance and
assistance in design, development and implementation, programming, training,
consulting, project management, use of expertise and related services as are
described in such Schedules as are executed from time to time by both parties to
this Agreement (the "Schedules").  Such services shall be provided in accordance
with the provision of this Agreement and within guidelines established by
Humana.  Only Time & Materials Schedules may be executed pursuant to this
Agreement and made a part hereof ("Schedule").  Each Schedule shall be
consecutively numbered to facilitate identification and, when executed by an
authorized representative of both parties, shall be incorporated herein and made
a part hereof.

                1.1.1 Each Schedule will contain the names of the Consultant
        employees performing services covered by that Schedule, their job
        classification, the hourly rate of payment applicable to each listed
        Consultant employee (the "Hourly Rate"), the work location of each
        Consultant employee, the name of Humana's Project Manager and such
        additional information, terms and conditions as the parties may agree
        upon and wish to include.

                1.1.2 In the event of any conflict between the terms and
        conditions of this Agreement and the terms and conditions of any
        Schedule, the terms and conditions of such Schedule shall govern.

1.2  For all Schedules, the scope of Consultant's work effort must be
coordinated with appropriate personnel designated by Humana and shall at all
times be subject to the parameters established by Humana from time to time.

1.3  Humana's owned, controlled and/or managed affiliates ("Affiliates") and
subsidiaries may execute Schedules under this Agreement and for purposes of any
such Schedules under this Agreement and for purposes of any such Schedule shall
be considered the "Humana" as that term is used herein.

1.4  Unless otherwise mutually agreed to by the parties in writing, (i)
Consultant agrees not to hire or to solicit the employment of any personnel of
Humana with whom Consultant has contact during the performance of any Schedule
for the term of such Schedule and for twelve (12) months thereafter, and (ii)
Humana agrees not to hire or to solicit the employment of any of the
Consultant's employees assigned to Humana to perform services under any Schedule
during the term of such Schedule and for twelve (12) months thereafter.  If one
party violates this section 1.4 of the Agreement, the offending party shall pay
the other party a total of 25% of the total annual compensation of the new
position with the offending party.

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2.1 A statement of the scope of work (the "Statement") shall be attached to each
Schedule as an Attachment A and shall be incorporated therein and made a part
               ---------- -
thereof.  Any Statement attached to a  Schedule shall
contain a description of, and the Schedule for, the tasks to be performed by
Consultant, and such additional information as the parties may agree upon and
wish to include.

                2.1.1 Each Schedule referred to herein shall be deemed to
        include any such Statement.

                2.1.2 Schedule 2.0, Attachment A, "Documents describing the
        Statement is hereby attached and incorporated herein by reference.

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3.1  Consultant shall appoint for each Schedule, at no charge to Humana, a
qualified member of its staff who will operate as the Consultant's main
interface between Humana and Consultant, who will ensure that Consultant
personnel coordinate and interface with Humana personnel in a manner
satisfactory to Humana, and who will assist Humana in resolving any problems.

3.2  Humana shall have the right to interview and otherwise evaluate all
Consultant personnel assigned to perform any services under any Schedule and to
accept or reject any individual based upon the background experience indicated
by the individual.  In the event that any Consultant employee performing
services under any Schedule is found to be unacceptable to Humana for cause or
without cause, including, but not limited to, demonstration that he or she is
not qualified to perform, Humana shall notify Consultant of such fact and
Consultant shall immediately remove said employee from performing services under
that Schedule and, if requested by Humana, promptly provide a qualified
replacement.  Humana is the sole judge as to the performance capability.  In the
event that any Consultant employee assigned to perform services under any
Schedule is found to be unacceptable to Humana for any other reason,  Humana
shall notify Consultant of such fact and Consultant shall immediately take
appropriate corrective action.  In such circumstances of immediate removal,
effective immediately no additional fees or expenses shall be incurred by Humana
for this Consultant employee.

3.3  Consultant agrees to use its best efforts to insure the continuity of
Consultant employees assigned to perform services under any Schedule.  Any
reassignment by Consultant of those of its employees assigned to perform
services under any Schedule must be with Humana's prior written consent and upon
thirty (30) day prior written notice to Humana.  In the event Consultant
reassigns any of its employees assigned to perform services under any Schedule
(other than at the request of Humana to other Humana projects), Consultant will
promptly provide a suitable replacement of the same skill level acceptable to
Humana.  There will be no charge to Humana for such replacement for a reasonable
period of time (to be agreed upon between Humana and Consultant) while the
replacement employee acquires the necessary orientation and education to make a
productive contribution substantially equal to that of the employee replaced.
If Consultant is unable to replace employee with a person of like skill and
experience, Consultant shall reimburse Humana for any additional costs incurred
by Humana as a result of having to replace such Consultant through another
Contractor service in order to complete the task described in the Schedule.  At
Humana's sole option, instead of replacing said Consultant employee or if
suitable Consultant employee cannot be found in a reasonable period of time,
Humana can terminate the Schedule and receive all work performed to date plus a
refund of all services provided by Consultants employee.

3.4  Consultant, in performance of this Agreement, is acting as an independent
contractor, personnel supplied by Consultant hereunder are not Humana's
personnel or agents, and Consultant assumes full responsibility for their acts.
Consultant shall be solely responsible for the payment of compensation of
Consultant employees

assigned to perform services hereunder, and such employees shall be informed
that they are not entitled to the provision of any Humana employee benefits.
Humana shall not be responsible for payment of worker's compensation, disability
or other similar benefits, unemployment or other similar insurance or for
withholding income or other similar taxes or social security for any Consultant
employee, but such responsibility shall solely be that of Consultant.

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4.1  Humana shall designate an appropriate Humana representative as Humana's
Project Manager for each Schedule.  The Humana's Project manager will be charged
with responsibility of acting as Consultant's principal point of interface with
Humana for the services covered by the Schedule involved, and, in the case of
any Schedule, will direct, define, and schedule the tasks to be performed by
Consultant employees contemplated by the applicable Statement.

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5.1  If Humana so requests, Consultant shall hold periodic status meetings with
Humana management in order to review the status of Consultant activities.  Such
meetings will be conducted at such locations as are mutually agreed to by Humana
and Consultant.

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6.1  Consultant shall invoice Humana, monthly, for the technical services and
assistance in design, programming, consulting, training, project management, and
related services provided to Humana by Consultant personnel under any Schedule
in accordance with the Hourly Rate set forth opposite each Consultant employee
listed on that Schedule.  Such Hourly Rate shall be as mutually agreed to by the
parties hereto, but in no event shall exceed Consultant's standard published
rate for an employee in that job classification.  Payment is due within thirty
(30) days of receipt of invoice.  Any contested charges shall not prevent the
timely payment of uncontested charges.  Late payments shall incur late charges
at the rate of 1 1/2 percent per month.  Charges by consultant are listed in
Schedule 1.0, Attachment A, which is attached hereto and incorporated herein.

        6.1.1 For work performed pursuant to any Schedule, Consultant personnel
shall enter time worked into Humana's time reporting system daily and Consultant
shall submit authorized time sheets to Humana each week showing the number of
hours worked by Consultant employees.

6.2  In addition to the charges invoiced in accordance with Sections 6.1 hereof,
Consultant shall invoice Humana, monthly, for expenses incurred during the prior
period as a result of performing services in accordance with any Schedule.  Such
expenses shall be limited to reasonable out-of-pocket expenses necessarily and
actually incurred by Consultant in the performance of its services hereunder,
provided that: (i) Humana has given its prior written consent for any such
expenses; (ii) the expenses have been detailed on a form acceptable to Humana
and submitted to an authorized representative of  Humana and of Consultant for
review and approval in accordance with Humana's and Consultant's expense review
and approval policies; and (iii) Consultant submits supporting documentation in
addition to the approved expense form.  Upon receipt of copies of detailed
receipts for each reimbursable item, Humana agrees to reimburse Consultant for
actual and reasonable direct expenses, including, but not limited to,
transportation and living cost, incurred by

Consultant.  With the exception of trips which have been preapproved and/or
specifically requested by Humana and with the exception of trips to Humana
facilities which were specifically included as part of an plan which has been
preapproved by Humana, Consultant agrees to provide Humana with estimates of any
direct expenses to be incurred and obtain Humana's written approval before said
expenses are incurred.  Airfare will be compensated at the lowest fare possible
of the tourist or coach-economy rate.  Mileage for personal automobile will be
compensated at the then current allowable I.R.S. rate.  If a rental car is used
in lieu of a personal automobile, reimbursement shall be at the actual vehicle
rate (in no case more than the mid-size vehicle rate) plus gasoline and/or
mileage charges but excluding all optional charges.  Other forms of ground
transportation shall be reimbursed at reasonable actual cost.  It is understood
that Humana shall not reimburse Consultant for normal commutation expenses or
for travel and living expenses incurred by any Consultant employee in performing
services at a Humana facility located in the same metropolitan area as that
employee's home base.  It is also understood that any entertainment by or on
behalf of Consultant shall be at no cost to Humana unless exception is granted
in writing in advance by Humana's Project Manager.  Certain expenses are not
reimbursable by Humana.  These include but are not limited to: Consultant travel
time, personal entertainment or travel, Consultant personal items, valet and
laundry service, office supplies and equipment, commercial secretarial services,
commercial telephone and fax services, and any unauthorized expense.  Except for
amounts disputed by Humana, Humana shall pay invoices for approved direct
expenses with all copies of the detail receipts within thirty (30) days of
Humana's receipt of such invoices.  Any disputed charges and/or expenses shall
not affect payment of non-disputed charges and/or expenses, in accordance with
the terms of this Agreement.

6.3  Consultant shall maintain complete and accurate accounting records, in a
form in accordance with generally accepted accounting principles, to
substantiate Consultant's charges hereunder.  Such records shall include, but
not be limited to, payroll records, attendance cards and job summaries, and
Consultant shall retain such records for a minimum period of four (4) years from
the date of final payment under the Schedule to which such records relate.

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7.1  Consultant shall defend and/or handle at its own cost and expense any claim
or action against Humana, its parent company, its subsidiaries and affiliated
companies, for infringement of any patent, copyright or similar property right
(including, but not limited to, misappropriation of trade secrets and any
infringement by Consultant and its employees of the ViaSoft and Sterling
software licensed software) based on any deliverable or any other materials
furnished hereunder (unless said infringement results directly from Consultant's
compliance with Humana's standards or specifications) by Consultant or based on
Humana's use thereof.  Consultant shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or
compromise, unless otherwise mutually agreed upon and expressed in writing
signed by the parties hereto.  Humana will make available to Consultant any
deliverables and/or works made for hire by Consultant pursuant to a Schedule
which are necessary to the defense of Consultant against any claim of
infringement for the duration of Consultant's legal defense.

7.2  In addition, Consultant shall indemnify and hold Humana, its subsidiaries
and affiliated companies, harmless from and against any and all liabilities,
losses, damages, costs and expenses (including reasonable attorneys' fees)
associated with any such claim or action incurred by Humana in accordance with
this Article 7.

7.3  If such infringement claim or action has occurred or, in Consultant's
judgment is likely to occur, Humana shall allow Consultant, at Consultant's
option and expense, to either: (i) procure for Humana the right to continue
using said deliverable and/or materials; (b) modify such deliverable and/or
materials to become non-infringing (provided that such modification does not
adversely affect Humana's intended use of the deliverable and/or materials as
contemplated hereunder); (c) replace said deliverable and/or materials with an
equally suitable, compatible and functionally equivalent non-infringing
deliverable and/or materials at no additional charge to Humana; or (d) if none
of the foregoing alternatives is reasonably available to Consultant, upon
written request Humana shall return the deliverable and/or materials in question
to Consultant and Consultant shall refund all moneys paid by Humana in respect
of such deliverable and/or materials and accept return of same.

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8.1  During the term of this Agreement and surviving its expiration or
termination, Consultant will regard and preserve as confidential all information
related to the business of Humana, its parent company and its subsidiaries and
affiliated companies and its or their clients, patients and/or enrollees or
ViaSoft or Sterling Software that may be obtained from any source as a result of
this Agreement.  Consultant will not, without first obtaining Humana's written
consent, disclose to any person, firm or enterprise or use for its benefit any
information relating to the pricing, methods, processes, financial data, lists,
apparatus, statistics, programs, research, development or related information of
Humana, its subsidiaries or affiliated companies or its clients, patients,
and/or enrollees concerning past, present or future business activities of said
entities, and the results of the provision of services performed by Consultant
under this Agreement.

        8.1.1 Upon the written request of Humana, Consultant shall deliver to
Humana all items, including, but not limited to, drawings, descriptions, test
data or other papers or documents, which may contain any Humana confidential
information, as well as any copies thereof, that Consultant has in its

8.1.2  Confidential Information does not include:
        (a) information that is in the public domain prior to the disclosure or
becomes part of the public domain through no wrongful act of the Consultant,
        (b) information that was in lawful possession of the Consultant prior to
the disclosure,
        (c) information that was independently developed by Consultant outside
the scope of this Agreement, and
        (d) information that was disclosed to Consultant by a third party who
was in lawful possession of the information.

8.2  All materials, including, but not limited to, programs, documentation,
reports, manuals, visual aids, and any other materials prepared by Consultant
under any Schedule shall be deemed to be a work made for hire and made in the
course of the services rendered hereunder and shall belong exclusively to
Humana, with Humana having the right to obtain and to hold in its own name
copyrights, registrations or such other protections as may be appropriate to the
subject matter, and any extensions and renewals thereof.  Consultant agrees to
give Humana, and any person designated by Humana, reasonable assistance, at
Humana's expense, required to perfect the rights defined in this Section 8.2.
Unless otherwise agreed to by the parties, Consultant shall immediately upon the
effective date of termination of each Schedule turn over to Humana all materials
developed pursuant to such Schedule, including, but not limited to, working
papers, narrative descriptions, reports, and data.  Consultant agrees to retain
no copies of any such materials.

8.3  Each Consultant and Consultant's staff providing services to Humana shall
sign Humana's standard security and data access forms.

8.4  In the event either party breaches any of its obligations under this
Article 8, the breaching party will indemnify and hold harmless the non-
breaching party from and against any and all harm, injury, damages, costs and
expenses incurred by the non-breaching party arising out of the said breach.  In
addition, the non-breaching party will be entitled to obtain injunctive relief
against the breaching party.

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9.1  Consultant warrants and represents that it has full authority to enter into
this Agreement and to consummate the transactions contemplated hereby and that
this Agreement is not in conflict with any other Agreement to which Consultant
is a party or by which it may be bound.

9.2  Consultant warrants and represents that each of its employees assigned to
perform technical assistance and assistance in design, development and
implementation, programming, consulting, training, project management and
related services under any Schedule shall have the proper skill, training and
background for his/her level of competence as specified in the Schedule so as to
be able to perform in a competent and professional manner.

9.3  Unless otherwise specified in an individual Schedule, all materials and
products developed under each Schedule by Consultant, whether or not such
Schedule is completed, are the property of Humana.  Consultant warrants and
represents that Humana shall receive good and marketable title to all materials
and products developed under this Agreement, unless otherwise specified in an
individual Schedule, free and clear of all liens, claims, encumbrances and
security interest whatsoever of a third party.

9.4  Consultant represents the term "Total Business Solution"  shall mean the
proposal given to Humana by the team of three companies, Tier Technologies,
Inc., VIASOFT and Sterling Software (Southern) Inc., who formed a business
relationship (Tier Team) to deliver the complete business solution for the
Humana New Billing System and further includes, but is not limited to, the
following documents and representations:

        a. Humana New Billing System Request for Proposal (RFP) presented to
        respondents on December 5, 1997.
        b. RFP Response from the Tier Team, with Tier Technologies accepting
        ultimate responsibility for the completion of all proposed activities.
        c. Correspondence to Thomas Latham from Ben Stivers at Humana dated
        d. Written responses to the correspondence dated 1/16/97.
        e. Project Plan including deliverables by Tier Team.
        f. Software sub-License Agreement between Humana Inc. and Consultant,
        covering the software from ViaSoft Inc. and Sterling Software Southern
        g. All documents listed on Schedule 2.0, Attachment A, which are not
        included above.

All of the above items which are in document form are attached hereto and
incorporated herein by reference.

Consultant agrees that following the execution of this Master Agreement for
Consulting Services, it shall promptly enter into a one-year Maintenance and
Support Services Agreement. This agreement shall provide that Consultant will

deliver up to $690,000 of warrant and support deliverables as mutually agreed
upon by Consultant and Humana. Consultant agrees that the service levels of
these services shall be substantially similar to those outlined in the attached
draft maintenance and support services agreement hereinafter referred to as
Exhibit D.


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10.1  This Agreement shall commence on the date first above written and shall
continue in full force and effect thereafter until terminated in accordance with
the provisions of this Agreement. In such case, Humana agrees to pay Consultant
for all fees and expenses (as described in Article 6 herein) incurred by
Consultant up to the effective date of termination, including reasonable costs
of the unexpired Lease Commitments as well as the reasonable unamortized costs
of improvements, reasonable capital costs and reasonable fixtures to its office
and the development space used and/or leased as required for Consultant to
fulfill its obligations under this Agreement. Lease Commitments shall be limited
to those items listed on Schedule 10.0, Attachment and as added following
contract signing.

Consultant may terminate this Agreement upon satisfactory completion of all work
described in all outstanding Schedules with ninety days prior written notice to

10.2  In the event of any material breach of this Agreement by either party
hereto, the other party may (reserving cumulatively all other remedies and
rights under this Agreement and in law and in equity) terminate this Agreement,
in whole or in part, by giving 90 days' prior written notice thereof; provided,
however, that this Agreement shall not terminate at the end of said 90 days'
notice period if the party in breach has cured the breach of which it has been
notified prior to the expiration of said 90 days.

10.3  Termination of this Agreement shall not affect rights and/or obligation of
the parties which arose prior to any such termination (unless otherwise provided
herein) and such rights and/or obligations shall survive any such termination.

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11.1  Consultant's personnel will be instructed to comply with Humana's physical
and data security regulations applicable to each Humana location.  Consultant's
personnel, when deemed appropriate by Humana, will be issued visitor
identification cards and each such card will be surrendered by Consultant's
personnel, upon demand by Humana, upon termination of the Schedule pursuant to
which Consultant's personnel are performing services hereunder or upon
termination of the Agreement.

11.2  Consultant shall coordinate all security activities relating to providing
its personnel with access to Humana's information systems through the designated
security contact at Humana location.   It is the responsibility of the
Consultant to notify the Humana when any of its personnel who have been granted
access to Humana facilities, Confidential Information or other systems are
terminated, transferred, begin

leave of absence, or no longer need access to the Humana Confidential
Information within twenty-four (24) hours of such a change.

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12.1  Unless otherwise agreed to by the parties, Consultant's personnel, while
working on Humana's premises, shall observe the working hours, working rules and
holiday schedules of Humana applicable to such Humana premises.  Humana agrees
to provide reasonable working space, resources and materials which are necessary
for the performance of such services under such Schedule; provided, however,
that such working space, resources and/or materials are agreed upon by Humana in
the Schedule for such services and the use of any such working space, resources
and/or materials is arranged so as to minimize any disruption to Humana's normal
business operations.

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13.1  The charges for services provided hereunder do not include taxes.  Humana
agrees to pay any tax for which it is responsible hereunder, which may be levied
on or assessed against Humana directly, and, if any such tax is paid by
Consultant, to reimburse Consultant therefor upon receipt by Humana of proof of
payment acceptable to Humana. If Consultant is required to pay sales or usage
taxes imposed with respect to this Agreement or any license granted hereunder,
Consultant shall collect said taxes from Humana and remit to the proper taxing
authority, and shall include a separate line item for said sales and usage tax
on the invoice to Humana.  Any other taxes imposed with respect to this
Agreement or any license granted hereunder shall be the responsibility of

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15.1  This Agreement shall be binding upon the parties' respective successor and
permitted assigns.  Neither party may assign this Agreement, and/or any of its
rights and obligations hereunder except to a successor corporation through
merger or consolidation, without the prior written consent of the other party,
such consent not to be unreasonably withheld, and any such attempted assignment
shall be void.  Subject to the foregoing, all of the terms, conditions,
covenants, and agreements contained herein shall inure to the benefit of, and be
binding upon, any such successor corporation and any permitted assignees of the
respective parties hereto.  It is further understood and agreed that consent by
either part to such assignment in one instance shall not constitute consent by
the part to any other assignment.

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16.1  In no event shall either party be liable to the other for any delay or
failure to perform hereunder, which delay or failure to perform is due to causes
beyond the control of said party, including, but not limited to, acts of God;
acts of the public enemy; acts of the United States of America, or any State,
territory or political subdivision thereof or of the District of Columbia;
fires; floods; epidemics; quarantine restrictions; strikes or freight embargoes.

        16.1.1 Notwithstanding the foregoing, in every case the delay or failure
to perform must be beyond the control and without the fault or negligence of the
party claiming excusable delay.

16.2  Performance times under this Agreement shall be considered extended for a
period of time equivalent to the time lost because of any delay which is
excusable hereunder; provided, however, that, if any such delay shall, in the
aggregate, last for a period of more than 30 days, the party not relying on the
excusable delay, at its option, may terminate this Agreement as it relates to
the Schedule involved.

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17.1  Neither Consultant nor Humana shall use the name of the other in any
advertising or publicity releases without securing the prior written approval of
the other.  Consultant shall not use Humana associates or Humana name or Humana
logo in any advertising or reference or marketing material in any way and shall
not use Humana name in any way for any reference, unless written permission is
received by Consultant from Humana in each circumstance Humana name, reference
or logo is used by Consultant.  In the event either party breaches any of its
obligations under this Article 17, the breaching party will indemnify and hold
harmless the non-breaching party from and against any and all harm, injury,
damages, costs and expenses incurred by the non-breaching party arising out of
the said breach.  In addition, the non-breaching party will be entitled to
obtain injunctive relief against the breaching party.

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18.1  Any notices or other communications required or permitted to be given or
delivered under this Agreement shall be in writing (unless otherwise
specifically provided herein) and shall be sufficiently given if delivered
personally or mailed by certified or registered, postage prepaid, return receipt
requested, to:

For Humana:        Humana Inc.
----------         500 West Main Street
                   Louisville, Kentucky  40202
                   Attention:  Director of Purchasing

For Consultant:    Tier Technologies, Inc.
--------------     James L. Bildner
                   Chairman and CEO
                   Suite 250
                   1350 Treat Blvd
                   Walnut Creek, CA 94596

Copy to:      Tier Technologies, Inc.
-------       George F. Ross
              Sr. V.P. and CEO
              Suite 850
              1350 Treat Blvd
              Walnut Creek, CA 94596

18.2  Any such notice or other communication shall be deemed to be given as of
the date it is personally delivered or when placed in the mails in the manner
specified.  Neither party shall be allowed to refuse acceptance of delivery.

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19.1  The validity of this Agreement, the construction of the terms, and the
interpretation of the rights and duties of the parties shall be governed by the
laws of the Commonwealth of Kentucky, without giving effect to its conflict of
law principles.  The parties agree that the courts of Jefferson County,
Kentucky, shall be the exclusive courts of jurisdiction and venue for any
litigation, special proceeding or other proceeding as between the parties that
may be brought, or arise out of, or in connection with, or by reason of this

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20.1  No modification, amendment, supplement to or waiver of this Agreement or
any of its provisions shall be binding upon the parties hereto unless made in
writing and duly signed by both parties.

20.2  A failure or delay of either party to this Agreement to enforce at any
time any of the provisions of this Agreement, or to exercise any option which is
herein provided, or to require at any time performance of any of the provisions
hereof, shall in no way be construed to be a waiver of such provision of this
Agreement or shall not excuse the other party's performance of such, nor affect
any rights at a later time to enforce the provision.

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21.1  In the event any one or more of the provisions of the 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, illegal or
unenforceable provision shall be replaced by a mutually acceptable provision,
which, being valid, legal and enforceable, comes closest to the intention of the
parties underlying the invalid, illegal or unenforceable provision.  If any
provision of this Agreement is held to be excessively broad as to duration,
geographical scope, activity or subject, it is to be construed by limiting and
reducing it, so as to be enforceable to the extent compatible with applicable
law.  If any provision of this Agreement or the application of any such
provision shall be held by a tribunal of competent jurisdiction to be contrary
to law, the remaining previsions of this Agreement shall continue in full force
and effect.

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22.1  The terms and conditions of any and all Exhibits, Schedules and
attachments 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 all Exhibits, Schedules, and attachments hereto,
constitutes the entire Agreement between the parties and supersedes all previous
agreements, promises, representations, whether written or oral, except as
provided in Article 9.4 herein, between the parties with respect to the subject
matter hereof.

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23.1  Consultant shall be liable for and shall indemnify and hold Humana
harmless against any loss or damage arising from the fault or negligence of
Consultant, its officers, employees, agents, and representatives.   Humana
shall be liable for and shall indemnify and hold Consultant harmless against any
loss or damage arising from the fault or negligence of Humana, its officers,
employees, agents and representatives.   Consultant agrees to carry and to
provide certificates of insurance with Humana shown as a certificate holder of
the following insurance coverage which are listed on Schedule 23.0, Attachment A
which attached hereto and incorporated herein by reference.

        Such above insurance shall not be canceled or the coverage thereunder
reduced. Humana shall be named as an 'additional insured' on all insurance
policies, except worker's compensation. Such insurance shall be primary and
noncontributory to any insurance maintained by Humana. If any Consultant to be
assigned by Humana is a subcontractor of Consultant, Consultant shall furnish
Humana, upon request, with evidence that Consultant's insurance covers such
Consultant or that such subcontractor of Consultant maintains the same types and
level of insurance as that required of Consultant hereunder.

IN WITNESS HEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the day, month and year first
written below.

HUMANA INC.                                 TIER TECHNOLOGIES, INC.

By:  /s/ George W. Vieth                    By:  /s/ James L. Bildner
    ------------------------------               ------------------------------
     (Authorized Signature)                       (Authorized Signature)

Name:   George W. Vieth                     Name:   James L. Bildner
      ----------------------------                 ----------------------------
       (Type or Print)                             (Type or Print)

Title: Vice President Strategy & Systems    Title:  Chairman & CEO
       ---------------------------                 ----------------------------

Date:      2-16-98                          Date:     2/12/98
       ---------------------------                 ----------------------------