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EXHIBIT 10.21
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 Avenue 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 may 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(R) 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.
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B. GENERAL TERMS AND CONDITIONS
1. License
1.1 Subject to the terms and conditions of this agreement, NEIC grants to
Vendor a non-exclusive and non-transferable right for the term of this
agreement to use the NEIC Services only in accordance with the Service
Documentation. No rights are granted to the NEIC Services except as explicitly
set forth in this agreement. Any software furnished to Vendor by NEIC in
connection with the NEIC Services (other than NEIC ACU-CLAIM which, if selected
pursuant to Section A.2.c above, shall be governed by a separate Rider) shall
not be governed by this agreement but instead shall be governed by the
agreement accompanying such software.
1.2 This license is valid for use of the NEIC Services only at one physical
site owned or managed by or under the control of Vendor for transactions
generated by Vendor or its customers ("Customers").
1.3 NEIC reserves the right from time to time in its sole discretion, without
any liability to Vendor or its Customers, to suspend, revise, modify, or update
any part of the NEIC Services; provided, however, that NEIC shall use
reasonable efforts to notify Vendor of any such event 90 days prior to its
effective date and NEIC shall furnish Vendor with appropriate documentation in
connection therewith with reasonable promptness.
2. Fees
2.1 The first year's Annual Service Fee Identified in Section A.3 is payable to
NEIC upon execution by Vendor of this agreement and shall be for services
during the period from the Effective Date through December 31, 1996. The Annual
Service Fee for each subsequent year shall be due on January 1 of such year and
shall be for services from that date through the following December 31.
Notwithstanding the foregoing, the Annual Service Fee (other than the first
year's Annual Service Fee) shall be (i) waived if for the entire 12 month
period preceding the date such Fee is due or such portion thereof during which
Vendor submitted claims to the NEIC Services pursuant to this agreement (either
hereinafter called the "Measurement Period"), Vendor was qualified as either a
Gold Level or Platinum Level Networked Vendor, or (ii) reduced (to a maximum of
the amount of such fee) by 3 cents for each claim submitted to and accepted by
the NEIC Services from Vendor during the Measurement Period, which claim is to
be submitted by the NEIC Services to NEIC Standard Payors, provided no more
than 10,000 claims of a specific claim type in any calendar month may be applied
to such reduction.
2.2 Any transaction charge pursuant to Sections B.7.6 and B.9.3 imposed on
Vendor shall be invoiced by NEIC on a monthly basis. Accompanying such invoice
shall be a report identifying the number of transactions on which such invoice
is based.
2.3 All fees and any other charges hereunder are subject to increase by NEIC
once each calendar year, provided that NEIC gives 90 days prior notice to
Vendor of any such increase and, provided further, that the fees and charges
then imposed on Vendor by NEIC shall not exceed those then imposed on any other
entity using the NEIC Services and providing substantially similar services as
Vendor ("NEIC Vendor") with substantially equivalent transaction volume and
arrangements with NEIC. Any change in the Annual Service Fee shall be effective
with respect to the next such Fee due from Vendor hereunder.
2.4 Any technical support services requested in writing by Vendor 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
standard time and material rates plus out-of-pocket expenses.
2.5 Any optional 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 Vendor and, if Vendor accepts such enhancements,
modifications, features, modules or products, Vendor will be responsible for
the charge, if any, imposed by NEIC therefor.
2.6 Vendor shall be responsible for any state, local and federal taxes
(excluding any such taxes imposed on NEIC's income) applicable to any of the
services or materials furnished by NEIC under this agreement, whether imposed
now or later by the applicable taxing 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 of invoice
therefor.
3. NEIC Deliverables and Obligations
3.1 NEIC has previously delivered to Vendor the Service Documentation and
shall provide Vendor reasonably promptly after the Effective Date the following:
a. One copy of the applicable NEIC Transaction Specifications
("Transaction Specifications"); and
b. One copy of the NEIC Information Handbook (the "NEIC Handbook").
3.2 NEIC will provide Vendor with a local telephone number or alternative 800
number for access by Vendor (on a dial-up telecommunications basis) to the NEIC
central processing facility for use of the NEIC Services.
3.3 The NEIC Services will operate during hours reasonably specified by NEIC
from time to time in the then relevant Service Documentation.
3.4 NEIC shall provide Vendor ongoing support through telephone consultation
for each of the NEIC Services as described in the then relevant Service
Documentation. NEIC shall provide a local telephone number or 800 number for
access to the NEIC technical support facility for this purpose. Vendor shall be
responsible for any of its long distance telephone charges in connection with
this support. In addition, if determined to be necessary by NEIC, NEIC shall
provide on-site visits to assist Vendor in the use of the NEIC Services. NEIC
reserves the right to charge for such visits requested by Vendor at NEIC's then
time and material rates.
3.5 NEIC shall use reasonable efforts to correct any errors identified by
Vendor in any documentation provided by NEIC and NEIC shall update such
documentation periodically as NEIC determines to be necessary to correct any
documentation errors or to reflect changes in the NEIC Services.
4. NEIC's Marketing Support for Networked Vendors
4.1 NEIC shall identify Vendor to NEIC Participating Payors as an NEIC
Networked Vendor for the NEIC Services in case any such Payor wishes to make a
referral to a vendor.
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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 responses 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 affect:
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 claims 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 Claim
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 8.5.1 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 8.5.2 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 NEICs then current standard edits published
in NEICs 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 (hereafter 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, items 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 contains 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 submission. 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, with
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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9. SPECIAL OBLIGATIONS RELATING TO ON LINE SERVICES
If Vendor and NEIC have agreed by marking the applicable box in Section A.2.b
of this agreement that Vendor shall enable its Customers, and shall have the
right to license its Customers, to use the On Line Services as part of the NEIC
Services pursuant to the then applicable Transaction Specifications for such
Services, the following provisions shall apply only to such On Line Services:
9.1 If requested by Vendor in writing, NEIC shall furnish to Vendor a monthly
Customer specific report setting forth the number of transactions submitted by
each Customer of Vendor during the applicable month.
9.2 Vendor shall comply with any and all password security requirements of the
then applicable Transaction Specifications for On Line Services transactions
applicable to Vendor and shall require each of its Customers to comply with the
password security requirements of the then applicable Transaction
Specifications for On Line Services transactions applicable to such Customer.
9.3 Vendor shall cause each of its Customers to direct all eligibility
requests only to the Payor which such Customer reasonably believes is the
applicable Payor for the applicable patient. It is acknowledged that such
Customer in compliance with this requirement should not make an eligibility
request to more than three non-governmental Payors for the same patient within
any 24 hour period. Accordingly, without limiting any other remedy NEIC may then
have including the right of termination, NEIC shall have the right to charge
Vendor $1.50 for each eligibility request submitted by one of Vendor's
Customers to a non-governmental Payor beyond the first three non-governmental
Payors for the same patient within any 24 hour period.
10. SPECIAL OBLIGATIONS TO ACHIEVE GOLD OR PLATINUM NEIC NETWORKED LEVELS
10.1 To qualify as a Gold Level Networked Vendor with respect to one or more
claim types selected in Section A.2.(a):
a. Vendor must support, promote and enable all of its applicable Customers
to use on a continuous basis through its system one of the following
transaction types through the NEIC Services from which NEIC receives
each calendar month at least 1000 transactions of such transaction type
which are not rejected: ERA, Rosters, Eligibility or Utilization
Management; and
b. 10,000 or more claims of the applicable claim type(s) per calendar month
must be submitted by Vendor to and accepted by the NEIC Services.
10.2 To qualify as a Platinum Level Networked Vendor with respect to one or
more claim types selected in Section A.2.(a);
a. Vendor must support and enable its Customers to use on a continuous
basis through its system all of the following of the transaction types
through the NEIC Services from which NEIC receives each calendar month
at least 1000 transactions of each such transaction type which are not
rejected: ERA, Rosters (if applicable to Vendor's Customers),
Eligibility and any new transaction type applicable to Vendor's
Customers within six months from the date NEIC is effecting live
transactions of such transaction type; and
b. 25,000 or more claims of the applicable claim type(s) per calendar month
must be submitted by Vendor to and accepted by the NEIC Services.
10.3 Vendor shall be automatically moved from Silver, Gold or Platinum Levels
set forth herein to a higher Level commencing on the first day of a calendar
month based on Vendor's satisfaction of the special criteria for such higher
Level during the prior month. In the event that Vendor fails to satisfy any of
its obligations to qualify for its then Level as set forth herein, NEIC may, in
its discretion, reduce Vendor's status in a lower Level, provided that, prior
to such reduction, NEIC has given notice to Vendor of Vendor's failure to
comply with the obligations of its then existing Level and Vendor has failed to
remedy the failure within 30 days of such notice. Any such movement to a lower
Level shall take effect automatically commencing with the first day of the next
calendar month after such 30 day period.
11. REPRESENTATIONS AND WARRANTIES
11.1 NEIC represents and warrants that the NEIC Services shall perform in a
reasonable manner in accordance with the specifications set forth in the
Service Documentation. In the event that a documented and reproducible flaw in
the NEIC 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.
11.2 The above warranty does not apply to any media or documentation which has
been subjected to damage or abuse 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 from an
event identified in Section B.13.2.b below.
12. LIMITATIONS OF LIABILITY
12.1 NEIC'S ONLY WARRANTIES ARE THOSE SET FORTH IN ARTICLE B11 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 FROM THE DISCOVERY OF THE CLAIM SHALL BE
DEEMED WAIVED, NEIC'S LIABILITY TO VENDOR AND ITS CUSTOMERS 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 $10,000. 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.
12.2 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 of such acts or events.
13. TERMS AND RIGHTS UPON TERMINATION
13.1 This agreement will be effective for an initial period from the Effective
Date through December 31, 1998. If neither party has notified the other at
least 30 days before the end of the initial period of its intention not to
renew this agreement, this agreement will be automatically renewed for a
renewal period of one year following the initial period. In like manner, this
agreement will be automatically renewed each successive year thereafter unless
one party notifies the other at least 30 days before the end of a renewal
period of its intention not to renew this agreement.
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13.2 Without limiting the foregoing, either party shall have the further
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 or any specific NEIC
Services effective immediately upon the occurrence of any of the following
events:
a. Upon notice by NEIC to Vendor that NEIC is no longer offering
or providing support for the applicable Service; or
b. In the event Vendor fails to conform with any non-optional
portion of the Transaction Specifications then in effect or utilizes any aspect
of the NEIC Services on equipment or with software which is not then authorized
for such use by NEIC.
13.3 Failure by Vendor to fully satisfy any of its obligations with respect
to any specific NEIC Service shall give NEIC the right to terminate the use by
Vendor of such Service and to maintain the rest of this agreement in full force
and effect with respect to the other NEIC Services. This provision, however,
does not limit NEIC's right to treat such failure as the basis for termination
of this agreement in whole or to exercise any other right or remedy which NEIC
may have as a result of such failure.
13.4 Upon termination of this agreement or any specific NEIC Services for
any reason, Vendor shall promptly cease all use of the affected Service and, at
Vendor's expense, cause to be returned to NEIC all NEIC Materials (including
any and all documentation) provided by NEIC (and all copies thereof) with
respect to the terminated Service.
14. General
14.1 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.
14.2 Supplementing Sections B.6.3 and B.7.1, each party shall retain in
confidence the terms of this agreement and any and all confidential or
proprietary information regarding the other party or the NEIC Services
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 as required to perform in accordance with 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 provisions of confidentiality
which are no less than the confidentiality provisions of this Section B.14.2.
This provision shall survive the termination or expiration of this agreement.
14.3 Vendor shall make its operations, methods, documentation and
appropriate personnel accessible to NEIC as NEIC may reasonably require to
enable NEIC to confirm Vendor's compliance with Vendor's obligations pursuant
to this agreement in accordance with the standards and quality contemplated by
this agreement.
14.4 At any time, NEIC may request by notice the right to have access to
healthcare administrators (other than NEIC Payors) connected to Vendor for
which Vendor is compensated for all transactions submitted through the NEIC
Services (including the On Line Services) on terms and conditions to NEIC which
shall be no less favorable than the terms and conditions which NEIC then
affords to Vendor for transactions submitted to the NEIC Services. If within 60
days of such NEIC request, an agreement for such access is not executed by
Vendor and NEIC, NEIC shall have the right on 60 days prior notice to terminate
this agreement.
14.5 The parties will act as independent contractors, and this agreement
does not constitute either party as the agent or partner of the other party.
14.6 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 at
the top of this agreement (or to such other address as the recipient may have
previously designated by notice), and will be deemed given when so delivered or
four days after the date of mailing, whichever occurs first.
14.7 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.
14.8 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.
14.9 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 and, in any event,
preprinted terms of any such order or invoice shall have no force or effect.
14.10 In the event of a breach of 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.
14.11 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.
14.12 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 Vendor.
14.13 This agreement is governed as to interpretation and enforcement by the
laws of the State of New Jersey and the parties hereby consent to the
jurisdiction of such State as the exclusive forum for litigating any dispute
arising out of this agreement or out of its subject matter.
By signing below, the parties agree to all of the terms and conditions set
forth above.
- ------------------------------------ NATIONAL ELECTRONIC
[VENDOR] INFORMATION CORPORATION
Name -------------------------- Name --------------------------
Signature -------------------------- Signature --------------------------
Title -------------------------- Title --------------------------
Date -------------------------- Date --------------------------
6
7
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 involved 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
- --------------------------------------- CORPORATION
[VENDOR]
NAME John R. Gray Name
---------------------------------- ------------------------------
Signature John R. Gray Signature
------------------------------ -------------------------
Title V.P. Network Services Title
--------------------------------- -----------------------------
Date 2-18-1997 Date
---------------------------------- ------------------------------
8
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
- --------------------------------------- INFORMATION CORPORATION
[VENDOR]
Name: /s/ John R. Gray Name:
--------------------------------- -------------------------------
Signature: /s/ John R. Gray Signature:
---------------------------- ---------------------------
Title: V.P. Network Systems Title:
-------------------------------- -------------------------------
Date: 2-18-1997 Date:
--------------------------------- -------------------------------