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EXHIBIT 10.19
Addendum to NEIC Agreement for
Network Services between
ENVOY-NEIC and TXEN, Inc.
The NEIC Network Services Agreement, effective July 14, 1995, as amended by
that certain Addendum dated July 14, 1995 (collectively, the Agreement), by and
between National Electronic Information Corporation (NEIC) and TXEN, Inc. (TXEN)
is hereby amended as follows:
1. The parties acknowledge that ENVOY Corporation, a Tennessee corporation
(ENVOY), acquired all the outstanding capital stock of National Electronic
Information Corporation (NEIC), thereby making NEIC a wholly-owned subsidiary of
ENVOY. ENVOY hereby agrees to assume all rights, obligations and liabilities
of NEIC, and TXEN (Customer) hereby consents to the assignment of the Agreement
to ENVOY. For all purposes of the Agreement, the term NEIC shall be amended to
be ENVOY-NEIC and the term NEIC Services shall be amended to be the ENVOY-NEIC
Services.
2. The Agreement is hereby amended to change the specified ENVOY-NEIC
Services currently being used by Customer. Accordingly, the terms and conditions
setting forth the NEIC Services in the Agreement are hereby superceded and
replaced as of the Effective Date of this Addendum with the following:
"ENVOY-NEIC Services" shall mean those transaction services selected below
(and, if selected below, the ENVOY Product) to be performed by ENVOY from
time to time for entities submitting the following transactions to the
ENVOY Services ("Transactions"):
(a) "Batch Transactions" shall mean the following:
[ ] Hospital Claims [ ] Electronic Remittance Advice (ERA)
[ ] Dental Claims [ ] Rosters
[ ] Medical Claims [ ] Encounters
[ ] All Payer [ ] Other______________
(b) "Real-Time Transactions" shall mean the following categories of
transmissions which are initiated, processed and a response returned to the
initiating entity during the same telecommunications session:
[X] Eligibility Verification [ ] Credit Card and Check Guarantee
[X] Referrals Services [Certain Terms Governed by Separate
[ ] Special Inquiry Agreement]
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[X] Quick Claims/Encounters [ ] Other__________________
(c) Use of ENVOY Product: [ ] ENline __________ By: [ ] Lease
[ ] Purchase
[ ] Other (specify)______ By: [ ] Lease
[ ] Purchase
(d) Miscellaneous: [ ] Patient Statements_________
[ ] Other (specify) __________
The fees and terms relative to the ENVOY-NEIC Services selected above are
restated and/or amended as set forth on Exhibit A hereto and, therefore, shall
supercede and replace the previous financial terms set forth in the Agreement.
3. The definitions of terms appearing in the Agreement shall apply to
such terms as used in this Addendum.
4. Except as modified by this Addendum, the terms and conditions of the
Agreement remain in full force and effect and this Addendum shall be deemed
part of the Agreement. In the event a conflict between a provision of this
Addendum and a provision of the Agreement, the provision of this Addendum shall
govern.
AGREED TO AND ACCEPTED BY:
ENVOY CORPORATION TXEN, Inc.
By: /s/ Gregory T. Stevens By: /s/ W. Sanders Pitman
--------------------------------- -----------------------------------
Title: VICE PRESIDENT-GENERAL COUNSEL Title: VICE PRESIDENT & GENERAL MANAGER
------------------------------- ---------------------------------
Date: 10-10-97 Date: 7-31-97
-------------------------------- ---------------------------------
(Add a Service Addendum)
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Exhibit A
ENVOY SERVICES AGREEMENT FOR PAYER CUSTOMERS
FEES
IMPLEMENTATION FEE
The Implementation Fee is payable by payer upon execution of Agreement.
BATCH CLAIMS IMPLEMENTATION FEE as per existing contract
REAL TIME IMPLEMENTATION FEE
Per New TXEN Payer/Customer connected for eligibility $ 3500
Per New TXEN Payer/Customer connected for referrals $ 3500
Per New TXEN Payer/Customer connector for encounters $ 3000
If TXEN Payer's contract for development of two or more real time services
at the same time, then a 15% discount off the fees outlined above will be
in effect.
Phoenix Medicaid and Mississippi Medicaid eligibility development fees are
waived.
Envoy will reduce the eligibility development fee for Healthchoice to
$2,500 if Phoenix Medicaid Eligibility is developed concurrently with
Healthchoice eligibility and Phoenix Medicaid Eligibility is live and in
production within 60 days of the live and in production date of
Healthchoice eligibility.
ANNUAL SERVICE FEE as per existing contract
PER TRANSACTION FEES
BATCH TRANSACTIONS
HOSPITAL AND MEDICAL CLAIMS as per existing contract
1. The standard fee for a hospital or medical claim is thirty-five cents.
It is understood that this per claim fee shall apply only when the
Payer fully performs the following special obligations:
a. Payer shall utilize all Claim Status Check services as defined
in the ENVOY Transaction Specifications.
b. Payer shall submit to ENVOY annually in the format then
designated by ENVOY a complete list of the names and locations
of all providers of the Payer to assist ENVOY in jointly
marketing the ENVOY Services.
c. Payer shall fully utilize ERA services as described in the
Transaction Specifications which shall be in conformity with
the ANSI 835 standards for any and all hospital and medical
claims.
2. ENVOY shall have the right to charge Payer an additional ten cents
for each hospital or medical claim in the event that Payer satisfies
obligations (a) and (b) in Section 1 but fails to satisfy obligation
(c); or Payer satisfies obligations (c) but fails to satisfy both
obligations (a) and (b). Furthermore, ENVOY shall have the right to
charge an additional twenty cents for each hospital or medical claim
in the event that Payer fails to satisfy both (a) and (b) and also
fails to satisfy (c).
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DENTAL CLAIMS as per existing contract
1. The standard fee for a dental claim is thirty cents. It is understood that
this per claim fee shall apply only when Payer fully performs the following
special obligations:
a. Payer shall utilize all Claim Status Check services as defined in the
ENVOY Transaction Specifications.
b. Payer shall submit annually in the format then designated by ENVOY a
complete list of the names and locations of all providers of the Payer
to assist ENVOY in jointly marketing the ENVOY Services.
2. ENVOY shall have the right to charge Payer an additional ten cents for each
dental claim in the event that Payer fails to satisfy both obligations (a)
and (b) above; and ENVOY shall have the right to charge Payer an additional
twenty cents for each dental claim in the event that Payer fails to satisfy
either obligation (a) or (b) above.
ENCOUNTERS as per existing contract
1. ENVOY shall reduce the per encounter fee set forth above by seven cents for
all batch encounters in excess of 25,000 transmitted to payer through the
ENVOY Services in a single month from a single submitter.
ROSTERS as per existing contract
REAL-TIME TRANSACTIONS
1. Eligibility
Commercial Eligibility $ .20 per transaction
Phoenix Medicaid or Mississippi Medicaid Eligibility $ .20 per transaction
2. Referral Submission $ .25 per transaction
3. Referral Inquiry $ .25 per transaction
4. Referral Verification/Authorization $ .25 per transaction
5. Claims/Encounters $ .25 per transaction
6. Leased Line $ passed through
The definition of terms appearing in the Agreement shall apply to such terms as
used in this Exhibit.
By signing below, the parties agree to all of the terms and conditions set
forth above.
- --------------------------- ENVOY CORPORATION
(PAYER)
Name W. Sanders Pitman Name Gregory T. Stevens
----------------------- ------------------------
Signature /s/ W. Sanders Pitman Signature /s/ Gregory T. Stevens
----------------------- ------------------------
Title Vice President & Title Vice President -
General Manager General Counsel
----------------------- ------------------------
Date 8/1/97 Date 10/10/97
----------------------- ------------------------
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TXEN Service and Per Claim Fee Rider
to Agreement between
National Electronic Information Corporation ("NEIC")
and TXEN, Inc. ("TXEN") regarding use of the
NEIC Services (the "Agreement")
The Agreement is hereby amended effective immediately to set forth the
following prices to be charged to TXEN:
1. The Per Transaction Fees identified in Section 2.1 of the Agreement
shall be 35 to 55 cents for each hospital or medical claim of a Customer of TXEN
as set forth in Section 3 below and 30 to 45 cents for each dental claim of a
Customer of TXEN depending upon compliance by such Customer with the performance
obligations set forth in Section 2 below. Without regard to such compliance, the
charges imposed by NEIC for each dental Encounter transaction received by TXEN
shall be 30 cents and for each other Encounter transaction shall be 35 cents.
2. The Per Transaction Fees for claims of a Customer with respect to each
NEIC Service shall be determined based upon such Customer's compliance with the
following performance obligations with respect to such Service:
A. Category 1 obligations with respect to any and all medical,
hospital and dental claims:
(1) The applicable Customer shall accept all claims submitted
through the NEIC Services to such Customer with the only exceptions being home
health, vision, medicare secondary, and workers compensation claims.
(2) The applicable Customer shall utilize all the NEIC Claim
Status Check services as defined in the NEIC Transaction Specifications.
(3) The applicable Customer shall furnish the following claim
office education:
(a) Provide overall training for electronic claim
transmissions to claim office personnel using NEIC supplied materials.
(b) Distribute a letter from an executive of such
Customer's Group Health Department expressing such Customer's commitment to the
use of the NEIC Services.
(c) Incorporate the use of the NEIC Services in such
Customer's standard training program.
(4) The applicable Customer shall provide the following support
to assist NEIC in jointly marketing the NEIC Services:
(a) Submit to NEIC by June 1 of each year in the format
then designated by NEIC a complete list of the names and locations of all
providers of such Customer.
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(b) Participate in and otherwise support at least one of
NEIC's regional sales seminars.
(c) Provide reasonable assistance to the provider
community regarding the use of the NEIC Services such as furnishing messages to
providers with explanation of benefit statements supporting the use of
electronic transmissions or furnishing other substantially similar promotional
material to providers.
B. Category 2 obligations:
(1) The applicable Customer shall fully utilize the NEIC ERA
services as described in the System Specifications (which shall be in
conformity with ANSI 835 standards) for any and all hospital and medical claims
and such Customer shall implement a settlement message designed to enable
monitoring of processing time requirements imposed by NEIC pursuant to this
Rider with respect to any and all dental claims.
(2) 90% of all claims not requiring audits, additional
information or employer certification shall be processed by the applicable
Customer within the number of working days of receipt from NEIC which NEIC
shall designate as being required for a forthcoming calendar year, with such
designation to be furnished to TXEN no later than 90 days prior to the
commencement of the applicable calendar year. The designated number of working
days for the 1994 calendar year is ten.
3. A. NEIC shall charge TXEN with respect to hospital and medical
claims of a Customer the following:
(1) In the event that such Customer satisfies all of the
Category 1 and Category 2 obligations set forth above for the applicable
service, NEIC shall charge TXEN 35 cents for each claim of such Customer
derived from such Service.
(2) In the event that such Customer satisfies all of the
Category 1 obligations or all of the Category 2 obligations set forth above
for the applicable service, NEIC shall charge TXEN 45 cents for each claim of
such Customer derived from such Service.
(3) In the event that such Customer fails to satisfy any one
or more of the Category 1 and any one or more of the Category 2 obligations set
forth above for the applicable service, NEIC shall charge TXEN 55 cents for
each claim of such Customer derived from such Service.
B. NEIC shall charge TXEN with respect to dental claims of a
Customer the following:
(1) In the event that such Customer satisfies all of the
Category 1 and Category 2 obligations set forth above with respect to dental
claims, NEIC shall charge TXEN 30 cents for each dental claim of such Customer.
(2) In the event that such Customer fails to satisfy any
one or more of the Category 1 obligations but satisfies all of the Category 2
obligations set forth above with respect to dental claims, NEIC shall charge
TXEN 35 cents for each dental claim of such Customer.
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(3) In the event that such Customer fails to satisfy any one
or more of the Category 2 obligations but satisfies all of the Category 1
obligations set forth above with respect to dental claims, NEIC shall charge
TXEN 40 cents for each dental claim of such Customer.
(4) In the event that such Customer fails to satisfy any one
or more of the Category 1 and any one or more of the Category 2 obligations set
forth above with respect to dental claims, NEIC shall charge TXEN 45 cents for
each dental claim of such Customer.
4. TXEN hereby acknowledges and agrees that NEIC shall have the right to
modify, add to or delete from any or all of the above-referenced Category 1 or
Category 2 obligations effective as of July 1 of any year, provided NEIC
advises TXEN of such modification, addition or deletion no later than October 1
of the preceding year.
5. The definitions of terms appearing in the Agreement shall apply to
such terms as used in this Rider.
7. Except as modified by this Rider, the terms and conditions of the
Agreement remain in full force and effect and this Rider shall be deemed a part
of the Agreement. In the event of a conflict between a provision of this Rider
and a provision of the Agreement, the provision of this Rider shall govern.
Rider Accepted:
TXEN, INC. NATIONAL ELECTRONIC INFORMATION
CORPORATION
By: /s/ N. Grey Wood By: /s/ Richard P. Caliri
------------------------------ ------------------------------
Name: H. Grey Wood Name: Richard P. Caliri
---------------------------- ----------------------------
Title: VP & General Manager Title: President & CEO
--------------------------- ---------------------------
Date: 10/18/95 Date: 11/2/95
---------------------------- ----------------------------
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TXEN Service and Per Claim Fee Rider
to Agreement between
National Electronic Information Corporation ("NEIC")
and TXEN, Inc. ("TXEN") regarding use of the
NEIC Services (the "Agreement")
The Agreement is hereby amended effective immediately to set forth the
following prices to be charged to TXEN:
1. The Per Transaction Fees identified in Section 2.1 of the Agreement
shall be 35 to 55 cents for each hospital or medical claim of a Customer of TXEN
as set forth in Section 3 below and 30 to 45 cents for each dental claim of a
Customer of TXEN depending upon compliance by such Customer with the performance
obligations set forth in Section 2 below. Without regard to such compliance, the
charges imposed by NEIC for each dental Encounter transaction received by TXEN
shall be 30 cents and for each other Encounter transaction shall be 35 cents.
2. The Per Transaction Fees for claims of a Customer with respect to each
NEIC Service shall be determined based upon such Customer's compliance with the
following performance obligations with respect to such Service:
A. Category 1 obligations with respect to any and all medical,
hospital and dental claims:
(1) The applicable Customer shall accept all claims submitted
through the NEIC Services to such Customer with the only exceptions being home
health, vision, medicare secondary, and workers compensation claims.
(2) The applicable Customer shall utilize all the NEIC Claim
Status Check services as defined in the NEIC Transaction Specifications.
(3) The applicable Customer shall furnish the following claim
office education:
(a) Provide overall training for electronic claim
transmissions to claim office personnel using NEIC supplied materials.
(b) Distribute a letter from an executive of such
Customer's Group Health Department expressing such Customer's commitment to the
use of the NEIC Services.
(c) Incorporate the use of the NEIC Services in such
Customer's standard training program.
(4) The applicable Customer shall provide the following support
to assist NEIC in jointly marketing the NEIC Services:
(a) Submit to NEIC by June 1 of each year in the format
then designated by NEIC a complete list of the names and locations of all
providers of such Customer.
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(b) Participate in and otherwise support at least one of
NEIC's regional sales seminars.
(c) Provide reasonable assistance to the provider community
regarding the use of the NEIC Services such as furnishing messages to providers
with explanation of benefit statements supporting the use of electronic
transmissions or furnishing other substantially similar promotional material to
providers.
B. Category 2 obligations:
(1) The applicable Customer shall fully utilize the NEIC ERA
services as described in the System Specifications (which shall be in
conformity with ANSI 835 standards) for any and all hospital and medical claims
and such Customer shall implement a settlement message designed to enable
monitoring of processing time requirements imposed by NEIC pursuant to this
Rider with respect to any and all dental claims.
(2) 90% of all claims not requiring audits, additional
information or employer certification shall be processed by the applicable
Customer within the number of working days of receipt from NEIC which NEIC shall
designate as being required for a forthcoming calendar year, with such
designation to be furnished to TXEN no later than 90 days prior to the
commencement of the applicable calendar year. The designated number of working
days for the 1994 calendar year is ten.
3. A. NEIC shall charge TXEN with respect to hospital and medical
claims of a Customer the following:
(1) In the event that such Customer satisfies all of the
Category 1 and Category 2 obligations set forth above for the applicable
service, NEIC shall charge TXEN 35 cents for each claim of such Customer derived
from such Service.
(2) In the event that such Customer satisfies all of the
Category 1 obligations or all of the Category 2 obligations set forth above for
the applicable service, NEIC shall charge TXEN 45 cents for each claim of such
Customer derived from such Service.
(3) In the event that such Customer fails to satisfy any one or
more of the Category 1 and any one or more of the Category 2 obligations set
forth above for the applicable service, NEIC shall charge TXEN 55 cents for each
claim of such Customer derived from such Service.
B. NEIC shall charge TXEN with respect to dental claims of a
Customer the following:
(1) In the event that such Customer satisfies all of the
Category 1 and Category 2 obligations set forth above with respect to dental
claims, NEIC shall charge TXEN 30 cents for each dental claim of such Customer.
(2) In the event that such Customer fails to satisfy any one or
more of the Category 1 obligations but satisfies all of the Category 2
obligations set forth above with respect to dental claims, NEIC shall charge
TXEN 35 cents for each dental claim of such Customer.
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(3) In the event that such Customer fails to satisfy any one or
more of the Category 2 obligations but satisfies all of the Category 1
obligations set forth above with respect to dental claims, NEIC shall charge
TXEN 40 cents for each dental claim of such Customer.
(4) In the event that such Customer fails to satisfy any one or
more of the Category 1 and any one or more of the Category 2 obligations set
forth above with respect to dental claims, NEIC shall charge TXEN 45 cents for
each dental claim of such Customer.
4. TXEN hereby acknowledges and agrees that NEIC shall have the right to
modify, add to or delete from any or all of the above-referenced Category 1 or
Category 2 obligations effective as of July 1 of any year, provided NEIC advises
TXEN of such modification, addition or deletion no later than October 1 of the
preceding year.
5. The definitions of terms appearing in the Agreement shall apply to
such terms as used in this Rider.
7. Except as modified by this Rider, the terms and conditions of the
Agreement remain in full force and effect and this Rider shall be deemed a part
of the Agreement. In the event of a conflict between a provision of this Rider
and a provision of the Agreement, the provision of this Rider shall govern.
Rider Accepted:
TXEN, INC. NATIONAL ELECTRONIC INFORMATION
CORPORATION
By: /s/ H. Grey Hood By: /s/
----------------------------------- ----------------------------------
Name: H. Grey Hood Name:
---------------------------------- --------------------------------
Title: Vice President & General Manager Title:
--------------------------------- -------------------------------
Date: 10/18/95 Date:
---------------------------------- --------------------------------
3 2/1/95
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Richard P. Caliri
President
Chief Executive Officer
[NEIC letterhead]
June 13, 1995
Mr. Grey Wood
Vice President
TXEN, Inc.
10 Inverness Center Parkway, Suite 140
Birmingham, AL 35242
Dear Mr. Wood:
Thank you for electing to receive electronic claims from NEIC. In making this
election, you join other leading companies who provide benefits for more than
110 million U.S. citizens.
Electronic data interchange (EDI) is changing the healthcare field for the
better and will help you to increase significantly your ability to reduce
administrative costs without sacrificing quality, choice or innovation.
Because we share your objectives, you can expect to receive the highest level
of service and support from us. Your ideas and suggestions are not only welcome
but encouraged, so please let us know how we can best meet your needs now and
in the future.
We will be calling you shortly after you receive this letter to ensure that all
the necessary documentation is in order and to discuss an implementation
schedule. If you have any questions, please do not hesitate to call.
Sincerely,
/s/ Richard P. Caliri
Richard P. Caliri
President & CEO
Enclosure
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TXEN Preferred Provider Organization Rider
to Agreement between
National Electronic Information Corporation
and TXEN regarding use of NEIC Services with
an effective date of 9/23/93 (the "Agreement")
The Agreement is hereby amended with respect to the use of the NEIC
Services in connection with claims of TXEN customers which are preferred
provider organizations ("Participating PPO Customers") as follows:
1. TXEN's rights with respect to the NEIC Services under the Agreement
shall include the right:
A. To submit and authorize Participating PPO Customers to submit to the
NEIC Services claims received from the NEIC Services to commercial insurance
carriers and other third party payors receiving claims from NEIC who have
previously authorized NEIC to permit the submission to such entity of such
claims by TXEN or the applicable Participating PPO Customer ("Authorizing
Payors"); and
B. To incorporate into the TXEN NEIC Product the facility to enable TXEN
or its Participating PPO Customers to submit through the NEIC Services the
claims of Participating PPO Customers to the applicable Authorizing Payors.
2. The TXEN Service and Per Claim Fee Rider to the Agreement executed by
the parties shall not apply to claims of Participating PPO Customers. Instead,
the Per Claim Fee identified Section 2.1 of the Agreement shall be as follows:
A. 25 cents for each claim of a Participating PPO Customer which is not
returned by TXEN or such Customer for submission to an Authorizing Payor; and
B. 15 cents for each claim of a Participating PPO Customer which is
returned to NEIC by TXEN or such Customer for submission to an Authorizing
Payor.
3. In the event that TXEN submits claims through the NEIC Services to an
Authorizing Payor, TXEN shall maintain the data transmitted through the NEIC
Services for a period of 30 business days from the date of transmittal and shall
retransmit any such data upon request from NEIC given during such 30-day period.
4. As a condition to the rights granted TXEN pursuant to this Rider, TXEN
shall require each of its Participating PPO Customers to comply with the
following obligations with respect to their use of the NEIC Services:
A. Each such Customer shall use the NEIC Services only through the
version(s) of the TXEN NEIC Product then specified by TXEN for such purpose in
accordance with the specifications and requirements of such Product and only at
the physical site(s) owned or managed by or under the control of such Customer.
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B. Each such Customer shall maintain data transmitted through the NEIC
Services to an Authorizing Payor for a period of 30 business days from the date
of transmittal and will retransmit any such data upon request from NEIC given
during such 30-day period.
C. Each such Customer shall be required to cause 90% of all claims (not
requiring audits, additional information or employer and primary care provider
certification) which are to be transmitted by such Customer to an Authorizing
Payor to be so transmitted within five business days after such Customer
receives such claim from the NEIC Services.
D. Each such Customer shall not use, disclose or reproduce any NEIC
documents or materials furnished to it except as required for such Customer's
use of the NEIC Services and each such Customer shall maintain on any copy of
NEIC documents or materials made by it any copyright and trademark notices
placed on the originals.
E. Each such Customer shall not, nor authorize anyone else to, modify or
attempt to modify any aspect of the NEIC Services or related documentation.
F. No such Customer shall make any representations or warranties to any
other entity with respect to the NEIC Services or make any reference to NEIC or
the NEIC Services in any materials prepared or distributed by or on behalf of
such Customer, without the prior written approval of NEIC.
G. Each such Customer shall expressly acknowledge that (i) NEIC shall
have the right, without any liability to such Customer, to, from time to time,
suspend, revise, modify or update any part of the NEIC Services, (ii) NEIC shall
have no responsibility for the performance of the TXEN NEIC Product and (iii)
such Customer is looking to TXEN for all support required in connection with the
TXEN NEIC Product and such Customer's use of the NEIC Services through such
Product.
5. Since NEIC is permitting Participating PPO Customers to directly use
the HCIN Services without a direct contract with NEIC with respect to such
direct use as is customarily required by NEIC, TXEN hereby agrees to be
responsible for and shall indemnify and hold NEIC harmless from any and all
losses, damage and expense (including legal fees and expenses) incurred by NEIC
as a result of (i) the misuse by any Participating PPO Customer of the NEIC
Services, (ii) the violation by any Participating PPO Customer of any of the
obligations to be imposed upon such Customer by TXEN as set forth herein or
(iii) claims by any Participating PPO Customer of liability asserted against
NEIC.
6. Without limiting the right to terminate for cause, this Rider and all
rights and obligations of the parties hereunder may be terminated by either
party upon 180 days prior notice, without cause, with such termination having no
effect on the continuation, or rights and obligations of the parties under, the
Agreement.
4/25/95
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7. Except as modified by this Rider, the terms and conditions of the
Agreement remain in full force and effect and shall be applicable where
relevant to each of the provisions of this Rider. In the event of any conflict
between a provision of the Agreement and a provision of this Rider, the
provision of this Rider shall govern.
Rider Accepted:
TXEN, INC. NATIONAL ELECTRONIC INFORMATION
CORPORATION
Name Thomas L. Patterson Name RICHARD P. CALIRI
--------------------------- ----------------------------
Signature /s/ Thomas L. Patterson Signature /s/ Richard P. Caliri
----------------------- ----------------------
Title President Title President & CEO
-------------------------- -------------------------
Date 5/17/95 Date 6/14/95
-------------------------- -------------------------
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Addendum to Payor Network Services Agreement between
National Electronic Information Corporation
and TXEN, Inc.
The Payor Network Services Agreement ("Agreement") and accompanying
TXEN Service and Per Claim Fee Rider ("Fee Rider") between National Electronic
Information Corporation ("NEIC") and TXEN, Inc. ("TXEN") executed
simultaneously with this Addendum is hereby amended as follows:
1. In addition to the licenses granted pursuant to Section 1.1 of the
Agreement, TXEN shall have the right to authorize its turnkey vendors to receive
transactions from the NEIC Services through the TXEN NEIC Product, provided each
such vendor uses the NEIC Services only through the version of the TXEN NEIC
Product then specified by TXEN for such purpose in accordance with the
specifications and requirements of such Product and only at the physical site(s)
owned or managed by or under the control of such vendor. It is understood that
each such vendor shall be considered a Customer for all purposes of this
agreement, including the obligation of TXEN to pay the per transaction fees
pursuant to Article 2 for the transactions received by such vendor from the NEIC
Services as though such transactions had been received by TXEN.
2. The following language is hereby added to the end of Section 2.3 of
the Agreement: "TXEN may instead of accepting a fee increase pursuant to this
Section, effect the termination of this agreement by notice of such termination
given to NEIC no later than 30 days following the date of NEIC's notice of such
increase, with the effective date of such termination to be the effective date
of such increase. If TXEN does not give such termination notice, TXEN shall be
deemed to have accepted such fee increase."
3. The following sentence is hereby added to the end of Section 7.5 of
the Agreement and Section 2B(2) of the Fee Rider: "For the purposes of this
Section, the word 'processed' shall not mean paid."
4. The Category 1 obligation imposed on TXEN to participate in all NEIC
Claims Status Check services pursuant to Section 2.A(2) of the Fee Rider and
the Category 2 obligation imposed on TXEN to utilize the NEIC ERA Services
pursuant to Section 2.B(1) of the Fee Rider are each hereby postponed until 180
days after the Effective Date and, accordingly, until such time, NEIC shall not
increase per claim fees imposed on TXEN for failure to meet either of such
obligations.
5. The definitions of terms appearing in the Agreement and Fee Rider
shall apply to such terms as used in this Addendum.
6. Except as modified by this Addendum, the terms and conditions of the
Agreement and Fee Rider remain in full force and effect and this Addendum shall
be deemed part of the Agreement and Fee Rider. In the event of a conflict
between a provision of this Addendum and a provision of the Agreement or Fee
Rider, the provision of this Addendum shall govern.
Addendum Accepted:
TXEN, INC. NATIONAL ELECTRONIC INFORMATION
CORPORATION
By: Thomas L. Patterson By: Richard P. Caliri
------------------------- ----------------------------
/s/ Thomas L. Patterson /s/ Richard P. Caliri
------------------------- ---------------------------
Title: President Title: President & CEO
---------------------- ------------------------
Date: 5/16/95 Date: 6/14/95
---------------------- -------------------------
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NETWORK SERVICES AGREEMENT
BETWEEN
NATIONAL ELECTRONIC INFORMATION CORPORATION ("NEIC")
AND
TXEN, INC. ("TXEN")
TXEN Authorization Page
AGREEMENT between NEIC with an address at 500 Plaza Drive, Secaucus, New Jersey
07094 and TXEN with an address at 10 Inverness Center Parkway, Suite 140,
Birmingham, AL 35242.
Specific Terms, Conditions and Definitions
A. Effective Date for all purposes of this agreement shall mean ____________
or, if no date is stated, the date this document is signed by NEIC.
B. NEIC Services
For all purposes of this agreement, the term NEIC Services shall mean the
services selected below as described in the NEIC Services Description
Documentation and related documentation, and material:
Services
[X] Hospital Claims Distribution [ ] Dental Claims Distribution
System ("HCDS") System ("DCDS")
[X] Medical Claims Distribution [X] NEIC Healthcare Information
System ("MCDS") Network(sm) ("HCIN")
C. TXEN Contacts
The personnel of TXEN to whom NEIC shall respond with respect to any matter
relating to this agreement are as follows:
(a) with respect to technical
matters: (name) Jonna Ellis
-----------------------
(title) Programmer/Analyst
----------------------
(b) with respect to business
matters: (name) Grey Wood
-----------------------
(title) VP & General Manager
----------------------
By signing below, the parties agree to all of the terms and conditions set
forth above and the General Terms and Conditions on the following printed pages
and on any and all riders attached to this document.
TXEN, INC. NATIONAL ELECTRONIC INFORMATION
CORPORATION
Name Thomas L. Patterson Name Richard P. Caliri
------------------------------ -----------------------------
Signature /s/ Thomas L. Patterson Signature /s/ Richard P. Caliri
-------------------------- ------------------------
Title President Title President & CEO
----------------------------- ----------------------------
Date 5/16/95 Date 6/14/95
------------------------------ -----------------------------
17
2.2.1 TXEN shall receive the discounts for per transaction fees set forth in
Section 2.2.2 below provided that TXEN satisfies each and every one of the
following special obligations:
A. TXEN shall accept, and the TXEN NEIC Product shall enable each of its
Customers to accept, all claims submitted through the NEIC Services to TXEN with
the only exceptions being Home Health, Vision, Medicare Secondary, and Workers
Compensation claims.
B. TXEN shall use, and the TXEN NEIC Product shall enable each Customer
to use, all parts of NEIC's Claim Status Exception Report Services, i.e.
unprocessed claim messages, request for additional information, and claims
settlement and zero payment messages (at least Level 2 status) all as defined in
the Transaction Specifications.
C. TXEN shall participate in and otherwise support NEIC's regional sales
seminars not to exceed three in any calendar year.
D. The TXEN-NEIC Product shall enable each Customer to provide in the
format designated by NEIC from time to time a complete list of the names and
locations of all providers of such Customer. TXEN shall use its best efforts to
cause each Customer to furnish such list to TXEN by June 1 of each year and TXEN
shall promptly upon receipt furnish such lists of its Customers to NEIC.
E. TXEN shall prepare training materials for TXEN Customers regarding
the use of the TXEN-NEIC Product which materials shall include an NEIC supplied
video. TXEN shall require each TXEN Customer to train its claim office personnel
using such materials to enable such personnel to use the TXEN-NEIC Product
properly so that TXEN can properly use the NEIC Services for the claims of such
Customer.
2.2.2 Subject to compliance with Section 2.2.1 above as applicable, TXEN shall
receive the following percentage discounts for per transaction fees determined
pursuant to Section 2.1 and the Fee Rider:
A. 18% for transactions priced between 50 cents and 59 cents;
B. 17% for transactions priced between 40 cents and 49 cents;
C. 16% for transactions priced between 30 cents and 39 cents; and
D. 15% for transactions priced between 15 cents and 30 cents; and
E. 10% (or such higher percentage agreed to by NEIC) for all
transactions priced below 15 cents; and
F. In addition to the above discounts, for every ten (10) Customers
using the TXEN-NEIC Product for whom TXEN receives claims through the NEIC
Services, TXEN shall receive an additional 2% discount on all per claim fees
for as long as TXEN continues to receive claims through the NEIC Services for
such Customers, provided that the maximum additional discount with respect to
per claim fees under this Section 2.2.2F shall not exceed 5%.
2.2.3 TXEN hereby acknowledges that NEIC shall have the right to terminate the
special pricing furnished under Section 2.2.2 immediately upon notice (i) in the
event that TXEN fails in its performance of any of the obligations set forth in
Section 2.2.1 and does not correct such failure within fifteen (15) days of
notice of such failure or (ii) with respect to transactions of a particular
Customer, in the event that such Customer fails in its performance of any of the
obligations set forth under Section 2.2.1 and does not correct such failure
within fifteen (15) days of notice to TXEN of such failure. In the event of such
termination, the applicable per transaction fees shall revert to the fees
determined pursuant to Section 2.1 and the Fee Rider effective with all
applicable transactions received by TXEN on and after the date of such
termination.
2.3 All fees hereunder are subject to increase by NEIC once each calendar
year during the term of this agreement, provided that NEIC gives 90 days prior
notice to TXEN of any such adjustment and, provided further, that the fees then
imposed on TXEN by NEIC shall remain subject to any applicable discounts set
forth in Section 2.2.2.
2.4 Any technical support services requested in writing by TXEN which are
not required to be performed by NEIC hereunder shall be subject to the
availability of NEIC's technical staff and shall be billed at NEIC's then time
and material rates plus out-of-pocket expenses.
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PAYOR NETWORK SERVICES AGREEMENT
BETWEEN
NATIONAL ELECTRONIC INFORMATION CORPORATION ("NEIC")
AND
TXEN, INC. ("TXEN")
GENERAL TERMS AND CONDITIONS
1. LICENSE
1.1 Subject to the terms and conditions of this agreement, NEIC grants to TXEN a
non-exclusive and non-transferable right for the term of this agreement to:
A. Use the NEIC Services selected in Item B of the TXEN Authorization Page
of this agreement (hereinafter called the "Authorization Page") and accompanying
documentation, and materials furnished by NEIC hereunder, including without
limitation, those referenced in Section 3.1 below (all collectively hereinafter
called the "NEIC Services") as required by TXEN to use the NEIC Services only in
connection with transactions of entities which acquire the TXEN NEIC Product
defined below (hereinafter called the "Customers") and only in accordance with
the NEIC Transaction Specifications described in Section 3.1A below (hereinafter
called the "Transaction Specifications"). This license is valid only for use by
TXEN of the NEIC Services at one physical site owned or managed by or under the
control of TXEN; and
B. Use the Transaction Specifications and other documentation which NEIC
may from time to time furnish to TXEN solely for the purpose of and to enable
TXEN as part of its system (hereinafter called the "TXEN System") to develop and
market software and other technology which incorporates the Transaction
Specifications (hereinafter called the "TXEN NEIC Product") as part of the TXEN
System such that its Customers can interact with TXEN to enable TXEN to use the
NEIC Services for data of such Customers.
1.2 As part of this grant, TXEN shall have the right to copy the NEIC Materials,
either in whole or in part, solely to provide backup and archive copies for use
by TXEN and only for the purposes for which those Materials may be used under
this agreement. TXEN shall not disclose any NEIC Materials to any Customer or
other entity without NEIC's prior written consent. The term "NEIC Materials" for
all purposes of this agreement shall mean all specifications, materials, forms
and other documentation (including the documents referenced in Section 3.1
below) supplied to TXEN by NEIC hereunder.
1.3 No rights are granted to TXEN with respect to the NEIC Materials or the NEIC
Services except as explicitly set forth in this agreement.
1.4 NEIC reserves the right from time to time in its sole discretion, without
any liability to TXEN or its Customers, to suspend the use of, revise, modify or
update any portion of the NEIC Materials or NEIC Services; provided, however,
that NEIC shall use reasonable efforts to notify TXEN of any such event 90 days
prior to its effective date and NEIC shall furnish TXEN with appropriate
documentation in connection therewith with reasonable promptness.
2. FEES
2.1 Subject to any applicable discounts set forth in Section 2.2 below, TXEN
shall pay to NEIC the per transaction fees as set forth in the attached TXEN
Service and Per Claim Fee Rider (the "Fee Rider") for all transactions received
by TXEN through the NEIC Services with respect to transactions of its Customers.
The specific per transaction fee with respect to transactions of any particular
Customer shall be determined pursuant to the Fee Rider based on the performance
by such Customer of the obligations set forth in the Fee Rider. In the event
that NEIC shall offer to recipients of claims from the NEIC Services
(hereinafter called "Payors") lower prices based on satisfaction of performance
requirements, which performance requirements TXEN, or where applicable TXEN's
Customers then satisfy, such reduced prices shall be in effect with respect to
the claims of the applicable TXEN Customers. NEIC shall invoice TXEN for per
transaction charges on a monthly basis, with each such invoice identifying by
Customer the fees applicable to transactions of such Customer.
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2.5 Any new enhancements, modifications, features, modules or products that
may from time to time be announced by NEIC with respect to the NEIC Services
will be offered to TXEN to be used by TXEN and incorporated in the TXEN NEIC
Product and if TXEN accepts such enhancements, features, modules or products,
TXEN will be responsible for the charge, if any, imposed by NEIC therefor. If
NEIC imposes no such charge, then TXEN shall use such change and incorporate
such change in the TXEN NEIC Product.
2.6 TXEN shall be responsible for any state, local, and federal taxes
(excluding any such taxes imposed on NEIC's income) applicable to any services
or materials furnished by NEIC under this agreement, whether imposed now or
later by the applicable authority, even if such imposition occurs after the
termination of this agreement.
2.7 All charges hereunder will be due within 30 days of the date invoice
therefor.
3. NEIC DELIVERABLES AND IMPLEMENTATION
3.1 A. NEIC has previously delivered to TXEN pursuant to a Non-Disclosure
Agreement one copy of the applicable Transaction Specifications, which TXEN
acknowledges it has reviewed and has determined to be satisfactory for its
needs as is.
B. NEIC shall provide TXEN within ten (10) business days after the
Effective Date the following:
1. Identity of NEIC's project manager who will work with TXEN to
develop an implementation plan and assist in the effectuation of such plan,
2. One copy of the NEIC Information Handbook (the "NEIC Handbook").
3.2 Commencing promptly after the Effective Date, TXEN and NEIC shall utilize
their respective reasonable efforts to implement the NEIC Services for TXEN.
The NEIC project manager will coordinate with TXEN's project manager to develop
and agree upon the implementation plan and schedule which will include the
projected date for commencement of the NEIC Services which shall be no later
than ninety (90) business days following the Effective Date (the "Projected
Live Date"). During this implementation phase, NEIC shall assist TXEN in
implementing the NEIC Services, shall add TXEN to the NEIC system, and shall
receive from and submit to TXEN test data. TXEN shall be responsible for all
other aspects of implementation, and, until the Acceptance Date defined in
Section 3.3 below, shall utilize the NEIC Services solely for implementation
and testing of such Services to determine acceptability.
3.3 TXEN shall give notice to NEIC no later than five (5) business days before
the Projected Live Date, if TXEN determines that the NEIC Services are not
acceptable because they do not conform to the description of services identified
in Exhibit A attached hereto (the "System Specifications"). TXEN shall with such
notice identify with specificity the discrepancies between the NEIC Services as
delivered and the NEIC Services as described in the System Specifications. NEIC
shall then have twenty (20) business days to correct such discrepancies and TXEN
shall have an additional fifteen (15) business days following delivery of the
corrected NEIC Services to evaluate the NEIC Services for acceptability. If TXEN
still reasonably determines that such Services fail to conform to the System
Specifications, TXEN shall give notice to NEIC of its decision not to accept
such Services, shall treat this agreement as immediately terminated without any
obligation imposed on TXEN to make any further payment for the NEIC Services and
shall take all actions required under Section 10.3 below. Otherwise, neither
party shall have any further obligation to the other except that both parties
shall continue to be bound by the provisions relating to confidentiality
hereunder. If TXEN fails to give notice to NEIC of a rejection of the NEIC
Services by the fifth business day before the Projected Live Date, the NEIC
Services shall be deemed accepted. The Projected Live Date or, where applicable,
the date the NEIC Services are accepted by TXEN after a notice of discrepancy
under this Section shall be deemed for all purposes of this agreement as the
"Acceptance Date."
3.4 During the implementation phase, NEIC shall at its own expense provide to
TXEN such technical support time as is reasonably required to bring TXEN to a
live status ready to receive electronic transactions. In this connection, NEIC
shall make available to TXEN sufficient NEIC host computer time for testing of
such live status.
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6. TXEN GENERAL OBLIGATIONS
6.1 TXEN shall commence the acceptance of transmissions of all electronic
transactions from NEIC for its Customers within five (5) business days of the
Acceptance Date. TXEN shall thereafter accept the submission of such
transactions through the NEIC Services no less often than every business day
in accordance with the terms of this agreement.
6.2 TXEN shall not use, disclose, reproduce or exploit NEIC Materials except
as required for the development of the TXEN NEIC Product and the use by TXEN
of the NEIC Services and TXEN shall not in any event disclose any NEIC
Materials to any TXEN Customer. TXEN agrees to protect all NEIC Materials in
accordance with means which shall be no less protective than the means TXEN
then uses to protect its own confidential information and TXEN shall not permit
any claims, liens or encumbrances to be created against such Materials.
6.3 TXEN shall (i) notify NEIC immediately upon learning of any unauthorized
possession, use or disclosure of any NEIC Materials, (ii) furnish to NEIC all
details of such possession, use or disclosure as soon as TXEN learns of such
and (iii) cooperate with NEIC (at NEIC's expense) in any claim or litigation
against third parties that NEIC may determine to be appropriate to protect or
enforce NEIC's rights respecting any NEIC Materials.
6.4 TXEN shall promptly report to NEIC any problems which come to its
attention related to the NEIC Services, including a description of the
circumstances surrounding their occurrence.
6.5 All materials used or prepared by or on behalf of TXEN that contain any
reference to NEIC or any NEIC Services must be approved in writing by NEIC
prior to release. In addition, TXEN shall preserve on all copies of NEIC
Materials authorized by NEIC to be distributed by it or on its behalf with
respect to any aspect of the NEIC Services all copyright or trademark notices
placed by NEIC on the original of such Materials. Notwithstanding the
foregoing, TXEN may reference NEIC and the NEIC Services in bids, proposals,
marketing materials, descriptions of the TXEN NEIC Product and other similar
documents without first obtaining NEIC's permission, provided that the text of
any such reference shall have been previously approved in writing by NEIC.
6.6 TXEN shall not make or permit others to make or distribute copies of any
aspect of the NEIC Services (including accompanying documentation) or any part
thereof except as expressly authorized by this agreement. TXEN shall not, nor
authorize anyone else to, modify or attempt to modify any aspect of the NEIC
Services, or any accompanying documentation, without NEIC's prior written
consent. Notwithstanding the foregoing, TXEN may make such copies of the
documentation as are reasonably necessary solely to support its internal use
of the NEIC Services.
6.7 NEIC shall have no responsibility for the acquisition, operation or
maintenance of any hardware or software required by TXEN for its use of the
NEIC Services or in connection with the incorporation of NEIC Materials in
the TXEN NEIC Product. TXEN shall conform its systems, and revise the TXEN
NEIC Product, to conform to any non-optional modification, feature or
enhancement of the NEIC Services within the number of days (not less than 90)
which NEIC shall designate in the notice regarding such change and shall
promptly furnish to all Customers such revision of the TXEN NEIC Product.
6.8 All expenses of any nature incurred by TXEN or its Customers in
connection with the use by TXEN of the NEIC Services or the use by any
Customer of the TXEN NEIC Product (including the costs of any TXEN NEIC
Product or Customer system modifications in connection with the NEIC
Services) or satisfying their respective obligations under this agreement
shall be the responsibility of TXEN or the applicable Customer.
6.9 TXEN shall reference the availability of the NEIC Services through
the TXEN System in all advertising, promotion or marketing materials related
to the use of the TXEN System for receipt of transactions.
6.10 TXEN shall receive and require its Customers to receive claims without
group numbers and without unique identification for claim offices.
6.11 TXEN shall accept and shall require its Customers to accept the
submission of transactions through the NEIC Services no less often than
every business day in accordance with the terms of this agreement.
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6.12 TXEN shall commence and shall cause its Customers to commence active
operation of procedures relate to NEIC Claims Status Check(sm) (Level 1) within
ninety (90) days following the Effective Date.
6.13 TXEN shall use the NEIC Services for transactions only in accordance with
the procedures, data element standards, formats, codes, protocols and edits as
are set forth in the then relevant NEIC Handbook and Transaction Specifications
for such transactions.
6.14 TXEN shall make no representations or warranties to any other entity with
respect to the NEIC Services which are inconsistent with the representations or
warranties then provided by NEIC.
6.15 TXEN shall from time to time at NEIC's request furnish to NEIC
information, materials and documentation which NEIC may reasonably request,
including without limitation, copies of relevant materials and documentation
relating to the TXEN NEIC Product, to confirm TXEN's compliance with its
obligations hereunder.
6.16 TXEN shall designate and give notice to NEIC of the name, address and
phone number of business and technical contact personnel who will work with NEIC
on issues arising hereunder in place of such personnel identified in the
Authorization Page promptly after such change arises.
7. TXEN'S OBLIGATIONS WITH RESPECT TO CUSTOMERS
7.1 TXEN shall inform each and every one of its customers or prospective
customers who have the capacity to use the TXEN System that a right to use the
NEIC Services may be acquired through agreement with TXEN.
7.2 TXEN shall furnish to each Customer who receives or submits transactions
through NEIC via TXEN all training and instruction with respect to the TXEN NEIC
Product, including retraining, that may be necessary or appropriate, and all
necessary information to enable assigned employees of such Customer to use the
TXEN NEIC Product then in effect and to otherwise act, to enable the timely,
complete and error free transmission by TXEN of such Customer's data through the
NEIC Services. TXEN further agrees to provide all appropriate ongoing support to
its Customers for such purposes.
7.3 TXEN shall cause the TXEN NEIC Product to be used only in connection with
data derived by Customers via TXEN from the NEIC Services.
7.4 TXEN shall require each of its Customers to furnish NEIC on an annual
basis as reasonably required by NEIC the names and locations of such Customer's
high volume provider/submitters. Such information shall be provided by disk
formatted in accordance with NEIC's then standard specifications. NEIC agrees
that such information shall be maintained as confidential information pursuant
to Section 11.2 below and shall not be used or disclosed by NEIC except for the
purpose of enabling NEIC to perform its services hereunder or of marketing the
use of the NEIC Services.
7.5 TXEN shall require each Customer to process 90% of all claims not
requiring audits, additional information, or employer certification within 10
working days of being received from NEIC.
8. REPRESENTATIONS AND WARRANTIES
8.1 NEIC represents and warrants that the NEIC Materials are reasonably
complete and accurate for the purposes for which they are to be used hereunder
and that the NEIC Services shall perform in a reasonable manner in accordance
with the Transaction Specifications. In the event that a flaw in such Materials
or Services inconsistent with this warranty is discovered, NEIC's sole
responsibility shall be to use all reasonable efforts to correct such flaw in a
timely manner.
8.2 The above warranty does not apply to any documentation which has been
subjected to damage or misuse or to any claim resulting from changes in the
operating characteristics of computer hardware or computer operating systems
which are made after the release of the applicable NEIC Service or resulting
from an event identified in Section 10.2C below.
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9. LIMITATION OF LIABILITY
9.1 NEIC'S ONLY WARRANTIES ARE THOSE SET FORTH IN ARTICLE 8 OF THIS AGREEMENT
AND NEIC EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. IN NO EVENT SHALL NEIC BE
LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES AND ANY CLAIM NOT
PRESENTED WITHIN ONE YEAR SHALL BE DEEMED WAIVED. NEIC'S LIABILITY UNDER THIS
AGREEMENT OR WITH RESPECT TO SERVICES PERFORMED OR MATERIALS FURNISHED
HEREUNDER (WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LAW) SHALL IN
NO EVENT EXCEED THE AGGREGATE NON-REFUNDED AMOUNT PAID BY TXEN HEREUNDER DURING
THE ONE YEAR PRECEDING TXEN'S CLAIM. THE FOREGOING LIMITATION OF LIABILITY
REPRESENTS THE ALLOCATION OF RISK OF FAILURE BETWEEN THE PARTIES AS REFLECTED
IN THE PRICING OF THE LICENSE HEREUNDER AND IS AN ESSENTIAL ELEMENT OF THE
BASIS OF THE BARGAIN BETWEEN THE PARTIES.
9.2 Neither party will be responsible for delays or failures in performance
resulting from acts or events beyond its control, including but not limited to,
acts of nature, governmental actions, fire, labor difficulties or shortages,
civil disturbances, transportation problems, interruptions of power, supply or
communications or natural disasters, provided such party takes reasonable
efforts to minimize the effect or such acts or events.
10. TERM AND RIGHTS UPON TERMINATION
10.1 This agreement shall commence on the Effective Date and may be terminated
by either party upon 180 days prior notice with or without cause.
10.2 Without limiting the foregoing, either party shall have the right to
terminate this agreement upon notice that the other party has committed a
material breach of its obligations under this agreement and has failed to cure
such breach within 15 days of notice of such breach. NEIC shall have the
further right to terminate this agreement effective immediately upon the
occurrence of any of the following events:
A. Upon notice by NEIC to TXEN that NEIC is no longer offering or
providing support for the NEIC Services;
B. In the event that TXEN fails to pay when due any charges due NEIC under
this agreement; or
C. In the event TXEN fails to use the latest release of the NEIC Services
or fails to revise the TXEN NEIC Product to accommodate changes in the NEIC
Services.
NEIC shall give reasonable advance notice to TXEN when feasible if NEIC
determines that it will cease offering or providing support for the NEIC
Services in the future.
10.3 Upon termination of this agreement for any reason, TXEN shall promptly
cease all use of the NEIC Services and all marketing of, sale and use by
Customers of the TXEN NEIC Product unless such Product has been modified to
eliminate all components of the NEIC Materials therefrom the TXEN informs all
Customers of such elimination. In addition, at TXEN's expense, TXEN shall return
to NEIC all NEIC Materials (and all copies thereof).
11. GENERAL
11.1 Each party shall comply with any applicable law or industry practice and
shall secure any authorization required by applicable law, industry practice or
otherwise in connection with the aspect of the transaction submission process
for which it is responsible under this agreement.
11.2 Supplementing Sections 5.1, 6.2 and 6.3 above, each party shall retain in
confidence the terms of this agreement and any and all confidential or
proprietary information regarding the NEIC Services or the other party
transmitted by the other party which is marked "Confidential" (all of which are
hereinafter called "Information"). Each party shall make no use of Information
except pursuant to the terms of this agreement. Information shall be protected
by each party in a manner which shall be no less protective than the manner
such party then uses to protect its own confidential information, and such
Information shall not be disclosed to any person other than one for whom such
knowledge is essential for the purposes of this agreement, and then only to the
degree such disclosure is so essential and only if the recipient expressly
agrees to be bound by the confidentiality provisions of this Section 11.2. This
provision shall survive the termination or expiration of this agreement.
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11.3 The parties shall act as independent contractors hereunder, and this
agreement does not constitute either party as the agent or partner of the other
party.
11.4 Notices required hereunder will be in writing signed by an officer of
the notifying party and delivered personally or by overnight courier service or
sent by registered or certified mail, charges prepaid, to the address noted on
the Authorization Page (or to such other address as the recipient may designate
by notice), and will be deemed given when so delivered or four days after the
date of mailing, whichever occurs first.
11.5 This agreement and the rights and obligations hereunder may not be
assigned or sublicensed by either party, in whole or in part, without the prior
written consent of the other party, which consent shall not be unreasonably
withheld.
11.6 No representations have been made to induce either party to enter into
this agreement except for the representations explicitly stated in this
agreement. This agreement supersedes all prior or contemporaneous agreements or
expressions of intent or understanding and is the entire agreement between the
parties with respect to its subject matter.
11.7 All terms, conditions or provisions which may appear on any purchase or
sales order or invoice issued pursuant to this agreement shall, to the extent
inconsistent with the terms and conditions of this agreement, be of no force or
effect, notwithstanding the fact that such order or invoice may have been
executed subsequent to the date of this agreement. Standard terms of any such
order or invoice shall have no force or effect.
11.8 In the event of a breach or any provision of this agreement by either
party, the other party, in addition to any other remedy it may have, shall be
entitled to recover reasonable attorneys fees and expenses incurred as a result
of such breach.
11.9 No provision of this agreement may be waived, except by a writing signed
by an executive officer of the party charged with such waiver and any such
waiver shall be limited to the terms of such writing.
11.10 This agreement may not be changed or terminated (other than as expressly
set forth in this agreement) except by a writing signed by an authorized
officer of NEIC and by an authorized officer of TXEN.
11.11 This agreement is governed by the laws of the State of New Jersey,
without regard to the conflicts of law principles of that State, and the
parties hereby consent to the jurisdiction of that State as the exclusive forum
for litigating any dispute arising out of this agreement or out of its subject
matter.
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NEIC NETWORKED PARTNER AGREEMENT
FOR CLEARINGHOUSE SERVICES
AGREEMENT between National Electronic Information Corporation with an address
at 500 Plaza Drive, Secaucus, New Jersey 07094 (hereinafter called "NEIC") and
NICHOLS SELECT with an address at 1801 First Ave. South, Birmingham, Al 35233
(hereinafter called "Vendor").
A. DEFINITIONS AND FEES
--------------------
1. Effective Date for all purposes of this agreement shall mean _____________
_______________ or, if no date is stated, the date this document is signed
by NEIC.
2. NEIC Services
For all purposes of this agreement, the term NEIC Services shall mean those
services selected below as described in the NEIC Service Description
Documentation for such Services identified in Section B.3.1 ("Service
Documentation") and related documentation and materials in connection with
transactions submitted to entities which pay NEIC's standard fees to receive
transactions from the NEIC Services ("NEIC Standard Payors") or to entities
which pay NEIC reduced fees to receive transactions from the NEIC Services
("NEIC Pass Through Payors") as each category is identified from time to time in
the NEIC Transaction Specifications ("Transaction Specifications") then in
effect, which NEIC Standard Payors and NEIC Pass Through Payors are hereinafter
called NEIC Participating Payors:
A. BATCH: [x] Medical Claims [ ] Rosters
[ ] Hospital Claims [ ] Encounters
[ ] Dental Claims [ ] Other
B. ON-LINE [ ] Eligibility [ ] Utilization Management
[ ] Other
C. OTHER: [x] All Payor Services for transactions with payors
which are not NEIC Participating Payors -
Terms and Fees Governed by Separate Rider
[x] Electronic Remittance Advice ("ERA") - Terms
and Fees Governed by Separate Rider
[ ] NEIC ACU-CLAIM* Software - Terms and Fees
Governed by Separate Rider
3. Annual Service Fees: First Year $3,600
Subsequent Year [x] $3,600 [ ] $5,000
4. Changes in Services and Fees
The services and fees set forth above may be changed from time to time by a
writing signed by both parties without otherwise changing any of the terms or
conditions of this agreement, except as may be stated in such writing.
1
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4.2 NEIC shall offer to Vendor participation in the following special NEIC
Networked Vendor Support Programs as described in and subject to the terms and
conditions of the Networked Vendor Program Document then in effect:
a. National advertising;
b. Availability on request of NEIC developed marketing materials;
c. Account management and sales support;
d. Participation in applicable NEIC sponsored seminars;
e. Referral to Vendor of sales leads for the NEIC Services in Vendor's
applicable geographic territory which are received by NEIC through
unsolicited telephone calls or in response to NEIC general advertising;
and
f. 25% discount on admission fees charged at any NEIC sponsored conferences
for two participants.
4.3 If Vendor qualifies as a Gold Level Networked Vendor for one or more claim
types, NEIC shall offer to Vendor in addition to the Programs identified in
Section B.4.2 the following additional programs as described in and subject to
the terms and conditions of the Networked Vendor Program Document then in
effect:
a. Participation in NEIC promotional programs for the applicable claim
type(s) such as incentive programs, direct mail and trade show support;
b. Participation in NEIC regional advertising for the applicable claim
type(s);
c. Additional copies of NEIC marketing material; and
d. An additional 25% discount (totaling 50% discount) on admission fees
charged at any NEIC sponsored conferences for two participants.
4.4 If Vendor qualifies as a Platinum Level Networked Vendor for one or more
claim types, in addition to the Programs identified in Sections B.4.2 and
B.4.3, Vendor shall participate in the following additional programs as
described in and subject to the terms and conditions of the Networked Vendor
Program Document then in effect:
a. Telemining support for the applicable claim type(s);
b. Free attendance for two participants at any NEIC sponsored conferences in
lieu of the discounts referenced in Section B.4.2.f and B.4.3.d; and
c. Additional copies of NEIC marketing materials.
5. NEIC Financial Support for Networked Vendors
5.1 NEIC shall pay to Vendor the following amounts for each claim submitted by
Vendor to the NEIC Services and accepted by the NEIC Services in any calendar
month, which claim is to be submitted by the NEIC Services to an NEIC Standard
Payor (a "Qualifying Claim") above the thresholds per claim type (i.e. hospital,
medical or dental) identified below:
a. If Vendor qualifies as a Silver Level Networked Vendor, NEIC shall pay 3
cents for each such Qualifying Claim above 10,000 Qualifying Claims of
such claim type submitted and accepted during such month;
b. If Vendor qualifies as a Gold Level Networked Vendor, NEIC shall pay 5
cents for each such medical or hospital Qualifying Claim and 3 cents for
each such dental Qualifying Claim above 10,000 Qualifying Claims of the
applicable claim type submitted and accepted during such month; and
c. If Vendor qualifies as a Platinum Level Networked Vendor, NEIC shall pay
5 cents for each such medical or hospital Qualifying Claim and 3 cents
for each such dental Qualifying Claim with respect to Qualifying Claims
in excess of 10,000 Qualifying Claims of the applicable claim type but
less than 25,001 Qualifying Claims of such claim type submitted and
accepted during such month and 7.5 cents for each such medical or
hospital Qualifying Claim and 5 cents for each such dental Qualifying
Claim in excess of 25,000 Qualifying Claims of the applicable claim type
submitted and accepted in such month.
5.2 If Vendor is submitting more than 25,000 Qualifying Claims in any calendar
month of a particular claim type, NEIC shall pay Vendor the amount due Vendor
pursuant to Section B.5.1 with respect to Qualifying Claims of such month within
35 days following the end of such month. Otherwise, NEIC shall pay Vendor the
amount due Vendor pursuant to Section B.5.1 with respect to Qualifying Claims of
such month at the later of the date Vendor is to receive a payment from NEIC
pursuant to the prior sentence of this Section B.5.2 or within 35 days following
the end of that calendar quarter. Each payment made pursuant to this Section
B.5.2 shall be accompanied by a report identifying the Qualifying Claims on
which such payment is based.
6. Vendor Acknowledgments and Authorizations
6.1 Vendor acknowledges that it has reviewed the Service Documentation, has
determined it to be satisfactory for its needs as is and accepts the current
performance of the NEIC Services as described in said Documentation.
6.2 Vendor acknowledges that (i) the NEIC Services will reject any transaction
which fails to satisfy NEIC's then current standard edits published in NEIC's
then relevant Transaction Specifications for such transaction; and (ii) NEIC
Participating Payors have the right to reject or pend any transaction that fails
to meet administration criteria then ordinarily employed by such Payor for such
transaction.
6.3 Vendor acknowledges that all programs, specifications, materials and forms
(including any training materials, the NEIC Handbook and the Transaction
Specifications) supplied to Vendor by NEIC hereunder (hereinafter called "NEIC
Materials") are proprietary to NEIC, shall be subject to the protections of
Section B.14.2 and that NEIC retains all rights to and ownership of such
Materials.
6.4 Vendor hereby authorizes NEIC to use Vendor's name in any and all promotion,
marketing or advertising which NEIC will be utilizing for any of the NEIC
Services.
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7. VENDOR GENERAL OBLIGATIONS
7.1 Vendor shall not use, disclose, reproduce or exploit NEIC Materials except
as required for the use of the NEIC Services for itself or its Customers, Vendor
shall not disclose specifications to any Customer or other entity, and Vendor
shall not make or reproduce excerpts of any NEIC Materials. Vendor further
agrees to protect all NEIC Materials in accordance with means which shall be no
less protective than the means Vendor then uses to protect its own confidential
information and Vendor shall not permit any claims, liens or encumbrances to be
created against such Materials. Vendor shall also cooperate with NEIC (at NEIC's
expense) in any claim or litigation against third parties that NEIC may
determine to be appropriate to protect or enforce NEIC's rights respecting any
NEIC Materials or Services.
7.2 Vendor shall use the NEIC Services only in accordance with the procedures,
data element standards, formats, codes, protocols and edits set forth in the
then relevant Transaction Specifications for the applicable transactions and
only to entities specifically identified by NEIC for such purpose in writing or
electronically. Vendor shall also maintain data transmitted through the NEIC
Services for a period of 30 days from the date of transmittal and retransmit any
such data upon request from NEIC given during such 30-day period.
7.3 Vendor shall promptly report to NEIC any performance problems related to
the NEIC Services including a description of the circumstances surrounding their
occurrence.
7.4 All materials prepared by or on behalf of Vendor that contain any reference
to NEIC or any NEIC Services must be approved in writing by NEIC prior to
release. In addition, Vendor shall preserve on all copies of NEIC Materials
prepared by it or on its behalf with respect to any aspect of the NEIC Services
all copyright or trademark notices placed by NEIC on the original of such
Materials.
7.5 Vendor shall be solely responsible for acquiring, operating and maintaining
the hardware and software required for its use of the NEIC Services. Vendor
shall conform to changes in the Transaction Specifications resulting from any
non-optional change, feature, enhancement or module of the NEIC Services
furnished without charge by NEIC in or to the NEIC Services within the number
of days (not less than 90) which NEIC shall designate in the notice regarding
such change. All expenses of any nature incurred by Vendor in connection with
its use of the NEIC Services or satisfying its obligations under this
agreement, including costs of any systems modifications and enhancements
necessary for implementing Vendor's interface with or use of the NEIC Services
shall be the responsibility of Vendor.
7.6 Vendor agrees to an NEIC Services rejected transaction rate of 2% or less
with respect to all transactions within 90 days after Vendor begins to submit
transactions through NEIC. A rejected transaction for this purpose shall mean a
transaction which fails to be transmitted through the NEIC Services as a result
of a failure to comply with the requirements of Section B.7.2. NEIC service
personnel shall provide reasonable assistance to Vendor personnel to identify
the reasons for transaction rejection and actions that will remedy the problem
and Vendor shall use its best efforts to take such actions. If within 30 days
following NEIC's notice to Vendor of its excessive rejected transaction rate
such transaction rate is not brought to 2% or less, NEIC shall have the right to
charge Vendor thereafter a fee of 25 cents for each rejected transaction in
excess of 2% in any month.
7.7 Vendor shall submit transactions to NEIC within 24 hours of receipt
thereof. Alternatively, Vendor may inform its Customers in writing that the
submission interval is less frequent than daily, and provide a copy of such
communication to NEIC.
7.8 Vendor shall reference NEIC in all applicable advertising, promotion or
marketing material and contracts related to Vendor's transaction submission
service. A special NEIC logo will be provided to Vendor for its use (subject to
requirements for use of such logo then set forth in the Networked Vendor
Program Document) in advertising, promotion or marketing materials once NEIC
receives 1000 transactions successfully transmitted by Vendor's Customers.
7.9 Vendor's system and services shall enable all of its Customers to use all
of the NEIC Services including the capacity to receive all reports furnished by
such Services.
7.10 Vendor shall submit to the NEIC Services all electronic media transactions
handled by Vendor in the course of its business that are to be sent to NEIC
Participating Payors. Furthermore, Vendor shall not market or contract for
direct transmission of electronic transactions to or with any entity which is
capable of becoming an NEIC Participating Payor unless Vendor first gives NEIC
notice thereof and, if NEIC within 20 days of Vendor's notice advises Vendor in
writing that NEIC wishes to contract with such entity, Vendor shall give NEIC 90
days from the date of Vendor's notice to effect a contract with such entity to
become an NEIC Participating Payor before Vendor markets to or contracts with
such entity for direct transmission of electronic transactions.
7.11 Vendor shall make no representations or warranties to any other entity
with respect to the NEIC Services which are inconsistent with the
representations or warranties provided by NEIC hereunder.
8. VENDOR'S OBLIGATIONS WITH RESPECT TO CUSTOMERS
8.1 Vendor shall inform each and every one of its Customers or prospective
Customers that a right to submit transactions through the NEIC Services may be
acquired through agreement with Vendor.
8.2 Vendor shall furnish to each Customer whose transactions are or may be
submitted through the NEIC Services all training and instruction, including
retraining and all necessary information, that may be necessary or appropriate
to enable assigned employees of such Customer to act to cause the timely,
complete and error-free submission of such transactions through the NEIC
Services in accordance with the then applicable NEIC technical and edit
requirements for such submissions. Vendor further agrees to provide all
appropriate ongoing support to its Customers for the use of the NEIC Services,
including instructions and training on how to retrieve and interpret the NEIC
output reports.
8.3 Vendor shall inform each Customer wishing to have its transactions
submitted through the NEIC Services that (i) NEIC will reject any transaction
which fails to satisfy NEIC's then current technical and edit requirements for
such transaction, and (ii) NEIC Participating Payors have the right to reject or
pend any transactions that fail to meet administration criteria ordinarily
employed by such Payor for such transaction.
8.4 Vendor shall require each Customer to comply with any then applicable law
or industry practice and to secure any authorizations then required by
applicable law, industry practice or otherwise in connection with its
transaction submission process, and to maintain transaction data transmitted
through NEIC and afford NEIC Participating Payors access thereto in accordance
with the procedures then required by applicable law or industry practice.
8.5 Vendor hereby acknowledges and agrees that none of its Customers shall
directly use the NEIC Services or be given access to any NEIC Materials,
without NEIC's prior written consent.
8.6 Vendor shall distribute NEIC's output reports to its Customers within one
business day of Vendor's receipt of such reports from NEIC. Alternatively,
Vendor may inform its Customers in writing that the distribution interval will
be less frequent than daily, and provide a copy of such communication to NEIC.
8.7 Vendor shall fully support claims status messaging, NEIC's Network News,
and all relevant provider reports as specified in the then applicable
Transaction Specifications.
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NEIC MEDICAL CLAIMS ALL PAYOR NETWORK SERVICES RIDER
TO VENDOR PARTICIPATION AGREEMENT REGARDING
VENDOR'S USE OF THE NEIC SERVICES (THE "AGREEMENT")
The Agreement is hereby amended to enable Vendor to use the NEIC Medical
Claims All Payor Network Services effective on the date of the last signature to
this Rider (the "Effective Date") on the following terms and conditions:
1. Vendor hereby elects to participate in the NEIC Medical Claims All
Payor Network Services pursuant to which:
A. Vendor shall have the right to submit electronic medical claims
to the NEIC Transaction Services (through any format then used by Vendor for
such claims) for delivery to entities who are not electronically connected to
NEIC, which claims NEIC shall cause to be printed to paper and delivered to such
entities ("Print to Paper Claims");
B. Vendor shall have the right to submit electronic medical claims
to the NEIC Transaction Services (through any format then used by Vendor for
such claims) for delivery to entities who are electronically connected to NEIC
either directly or indirectly but which do not pay NEIC to receive such claims
("Non-Participating Payors"). NEIC shall from time to time furnish to Vendor a
list of the then Non-Participating Payors. Attached to this Addendum is the
current list of the Non-Participating Payors. Vendor's right under this Section
1B shall be conditioned upon Vendor executing any and all documents and
complying with any and all applicable procedures, rules and regulations which
the Non-Participating Payor may require for delivery by NEIC to its system of
Vendor's medical claims; and
C. Vendor shall have the right to submit electronic medical claims
to the NEIC Transaction Services through the format set forth in the
applicable NEIC Transaction Specifications (the "NEIC Format") for delivery to
entities who are electronically connected to NEIC either directly or indirectly
and which pay NEIC to receive such claims ("Participating Payors").
2. Vendor shall pay NEIC for medical claims submitted by Vendor to the
NEIC Medical Claims All Payor Network Services the following per claim fees:
A. There is no per claim charge imposed on Vendor for medical
claims submitted by Vendor in the NEIC Format to the NEIC Transaction Services
for delivery to Participating Payors.
B. Vendor shall pay forty nine (49) cents for each Print to Paper
Claim submitted by Vendor; and
C. Vendor shall pay twenty two (22) cents for each medical claim
submitted by Vendor for delivery to a Non-Participating Payor.
The charge set forth in Section 2C above shall be applicable to medical claims
sent to Non-Participating Payors in lieu of any conflicting charge set forth in
the Agreement with respect to Medicare claims.
3. The claim charges set forth in Section 2 above shall be invoiced by
NEIC on a monthly basis. Accompanying each such invoice shall be a report
identifying the number of claims on which such invoice is based.
4. The definitions of terms appearing in the Agreement shall apply to
such terms as used in this Rider.
5. Except as modified by this Rider, the terms and conditions of the
Agreement remain in full force and effect and shall be applicable to the NEIC
Medical Claims All Payor Network Services set forth herein and this Rider shall
be deemed part of the Agreement. In the event of a conflict between a provision
of this Rider and a provision of the Agreement, the provision of this Rider
shall govern.
Rider Accepted:
Nichols Select
------------------------ NATIONAL ELECTRONIC INFORMATION
[VENDOR] CORPORATION
Name John R. Gray Name
-------------------------- --------------------------
Signature /s/ John R. Gray Signature
-------------------------- --------------------------
Title V.P. Network Services Title
-------------------------- --------------------------
Date 2-18-1997 Date
-------------------------- --------------------------
28
NEIC ERA SERVICES RIDER TO AGREEMENT
BETWEEN NEIC AND VENDOR REGARDING VENDOR'S
USE OF THE NEIC SERVICES (THE "AGREEMENT")
The Agreement is hereby amended to enable Vendor to use the NEIC ERA
Services as described in the NEIC Transaction Specifications for ERA Services
effective on the date of the last signature to this Rider (the "Execution
Date") on the following terms and conditions:
1. Vendor hereby elects to participate in the NEIC ERA Services pursuant
to which Vendor shall have the right to receive electronic remittance advice
("ERA") transactions (pursuant to the NEIC ERA Services through the format and
in accordance with the specifications then set forth in the applicable NEIC
Transaction Specifications for NEIC ERA Services) in connection with (i) claims
which were not delivered through the NEIC Services ("Non-NEIC Claims"), (ii)
claims which were delivered electronically by the NEIC Services to an entity
identified on NEIC's then current list of Non-Participating Payors (provided to
Vendor from time to time) which are entities who do not pay NEIC to receive
such claims ("Non-Participating Payor Claims") and (iii) claims which were
delivered electronically by the NEIC Services to an entity not identified as a
Non-Participating Payor ("Participating Payor Claims").
2. Vendor shall pay NEIC 10 cents for each Participating Payor Claim, 20
cents for each Non-Participating Payor Claim and 20 cents for each Non-NEIC
Claim covered by an ERA transaction.
3. The claim charges set forth in Section 2 above shall be invoiced by
NEIC on a monthly basis. Accompanying each such invoice shall be a report
identifying the number of claims on which such invoice is based.
4. Notwithstanding the foregoing, in the event that the total charges
imposed on Vendor hereunder for Vendor's use of the NEIC ERA Services in any
month following the first three full calendar months of Vendor's use of such
Services is less than $50, in lieu of such charges, NEIC shall invoice Vendor
and Vendor shall pay $50 for its use of such Services in such month.
5. The definitions of terms appearing in the Agreement shall apply to
such terms as used in this Rider.
6. Except as modified by this Rider, the terms and conditions of the
Agreement remain in full force and effect and shall be applicable to the NEIC
ERA Services set forth herein and this Rider shall be deemed part of the
Agreement. In the event of a conflict between a provision of this Rider and a
provision of the Agreement, the provision of this Rider shall govern.
Rider Accepted:
Nichols Select
- ---------------------------------- NATIONAL ELECTRONIC
[VENDOR] INFORMATION CORPORATION
Name John R. Gray Name
------------------------ -------------------------
Signature /s/ John R. Gray Signature
------------------------ -------------------------
Title V.P. Network Systems Title
------------------------ -------------------------
Date 2-18-1997 Date
------------------------ -------------------------