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TABLE OF CONTENTS
Page No.
1. Definitions ........................................................ 1
2. Term and Termination .............................................. 3
3. License Grant ...................................................... 4
4. Title, Right and Restrictions....................................... 7
5. Installation and Training .......................................... 8
6. Software Support ................................................... 8
7. Publicity .......................................................... 9
8. License Prices and Payment ......................................... 10
9. Product Evaluation ................................................. 12
10. Marketing Activities ............................................... 12
11. Warranties Representations and Disclaimers ......................... 12
12. Trademarks and Trade Names ......................................... 13
13. Confidentiality .................................................... 14
14. No Solicitation of Employees ....................................... 15
15. Disclosure ......................................................... 15
16. Survival............................................................ 15
17. No Assignment ...................................................... 15
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18. Escrow Agreement ................................................... 16
19. Relationship of the Parties ........................................ 16
20. Notices ............................................................ 16
21. No Waiver .......................................................... 16
22. Amendments ......................................................... 17
23. Severability ....................................................... 17
24. Attorney's Fees .................................................... 17
25. Dispute Resolution ................................................. 17
26. Governing Law ...................................................... 18
27. Headings ........................................................... 18
28. Entire Agreement ................................................... 18
List of Exhibits
Exhibit A CyCare "Living Software" price model for
the CyCare Medical Records application.
Exhibit B WANG NON-DISCLOSURE AGREEMENT Source Code
Exhibit C-1 CyCare Golden Installed Base Customer List
Exhibit C-2 CyCare Initial Installation Sites Customer List
Exhibit D Product Third Parties Tools or Utilities List
Exhibit E Wang Reciprocal Non-Disclosure Agreement
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Exhibit F Monthly Payment/Remittance Report (Sample)
Exhibit G Physician Workstation Functional Specification
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CyCare RESELLER AGREEMENT
This reseller agreement (hereafter "Agreement") is entered into as of this 30th
day of August, 1995 by and between Wang Laboratories, Inc. (hereafter "Wang") a
Delaware corporation with its corporate offices at 600 Technology Park Drive,
Billerica, Massachusetts 01821 and CyCare Systems, Inc. (hereafter "CyCare") a
Delaware corporation with its corporate offices at 7001 North Scottsdale Road,
Suite 1000, Scottsdale, Arizona 85253-3644.
WHEREAS, Wang develops and distributes software for the healthcare marketplace
to its customers; and
WHEREAS, Wang desires to license its Physician Workstation software to CyCare
for the expressed purpose of having CyCare sublicense the Physician Workstation
software to its customers; and
WHEREAS, CyCare desires to sublicense, distribute and provide First Line and
Second Line Support for the Physician Workstation software under the CyCare name
to its customers; and
WHEREAS, both parties desire to work together to actively market the Physician
Workstation software in the Group Practice and Hospital marketplaces with the
appropriate benefits as set forth in this agreement to flow to the respective
parties; and
WHEREAS, Wang agrees to grant CyCare an exclusive license to the Physician
Workstation software with respect to a certain contract customer base; and
WHEREAS, CyCare agrees to exclusively sublicense Wang's Physician Workstation
software within a certain contract customer base and other entities as defined
in Exhibits C-1 and C-2.
NOW THEREFORE, in consideration of their mutual promises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Wang and CyCare agree as follows:
1. Definitions. The following definitions will apply as used throughout this
agreement.
"Effective Date" means August 30,1995.
"End User" means a third party to whom CyCare provides Product for the End
User's own internal business use.
"Enhancement" means a modification or replacement of the Product or a
portion thereof, which customizes an existing feature or function of the
Product or provides improvement for an original feature or function of the
Product.
"Error" means a condition in the Product that causes its operation to
deviate in a material way from its then current functional specification.
"First Line Support" means services required to install the Product at the
End User's site; training End Users on the operation of the Product in
conjunction with any CyCare-supplied applications; receiving all calls
from End Users concerning the Product; providing on-site End User support,
when necessary; and providing documentation to Wang's Physician
Workstation Support Group of any problems that are caused by or occurring
in the Product.
"Golden Sample" means a copy of the latest release of the Product, in
object code, which Wang will provide to CyCare and from which CyCare will
make duplications and distribute copies to End Users.
"Group Practice" means all physician groups, including independent
physician associations (IPAs), managed service organizations (MSOs) free
standing clinics, and other service providers of ambulatory care giving
organizations.
"Material Non-performance" means failure of CyCare to: (1) pay any moneys
due Wang in a timely manner; or (2) copy or distribute any Wang product in
accordance with the sublicense and distribution rights granted to CyCare
in Section 3 "License Grant", or failure of Wang to provide Third Line
Support.
"Minimum Target" shall be, for the initial period and each subsequent year
of the agreement, the target revenue (not revenue guarantees) total
dollars Wang expects to receive from CyCare and CyCare expects to pay to
Wang in accordance with the Living Software price model attached as
Exhibit A (inclusive of the initial and monthly payments) for the CyCare
Medical Records application sublicensed by CyCare to CyCare's End Users in
accordance with Subsection 8.2 herein.
"New Product" means a new software module which contains new capabilities
not included in the current release of the Product. A New Product will be
offered at a new commercial list price and orderable under a unique model
number.
"Product" means the current release of the Physician Workstation software,
including Updates, provided by Wang to CyCare pursuant to the Agreement.
CyCare is solely responsible to provide the database software ("SUPRA")
which is not part of the Product. CyCare and Wang are jointly responsible
for the integration of the Product with the "SUPRA" database software,
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"Patch" means a revision of Product object code or operating information
that is intended to correct an Error in the Product and which is typically
provided to those End Users reporting the Error.
"Request" means a request to modify the Product to include features or
functionality not part of the current release delivered by Wang.
"Second Line Support" consists of CyCare providing problem diagnosis,
duplication, and source isolation analysis for problems CyCare reports to
Wang's Physician Workstation Support Group.
"Territory" means the geographic area in which CyCare is authorized to
distribute the Product, which is defined as the United States only, except
for the U.S. Government and Agencies, Departments, Bureaus and Divisions
thereof.
"Third Line Support" consists of developing a Patch in the current or most
recent Product release that materially affects the End User's or CyCare's
use of the Product.
"Update" means a release of Product in which Wang has incorporated
accumulated Patches.
2. Term and Termination.
2.1 Term. The term of the Agreement ("Contract Term") will be [confidential
portion omitted and filed separately] months from the Effective Date of
the Agreement. The Agreement shall automatically renew for successive
twelve (12) month periods unless either party provides the other party
with thirty (30) days advance written notice of its intent not to renew
the Agreement.
2.2 Termination: Transition Period. In the event that the parties fail to
agree to extend or renew the Contract Term beyond the initial
[confidential portion omitted and filed separately] months, the Agreement
will be extended automatically for an additional eighteen (18) months for
the purposes of winding down the parties' relationship (the "Transition
Period"). During the first twelve (12) months of the Transition Period the
terms and conditions of the Agreement as they exist on the date of
termination will continue and remain enforceable, except that CyCare's
exclusive right to grant sublicenses (as set forth in Sections 3.2 (a) and
(b) herein), CyCare's license to the Source Code (as set forth in Section
3.5 herein) will terminate, and CyCare's commitment to sublicense
exclusively the Product for its Medical Records application during the
Contract Term will no longer apply. Thereafter, for the remaining six (6)
months of the Transition Period the Agreement will continue, except that
CyCare's right to sublicense the Product to any third party will
terminate. Upon the conclusion of the Transition Period, the Agreement
will
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terminate (except as set forth in Section 16. "Survival" herein); however,
Wang will continue to make Third Line Support available to Cycare and its
End Users at the Monthly Fee rates set forth in Subsection 8.2 herein.
2.3 Early Termination. Wang or CyCare may terminate the Agreement upon
reasonable written notice if: (i) the other party has committed a
"Material Non-performance" or (ii) the other party commits a material
breach of the Agreement, and such breach continues for more than thirty
(30) days after written notice thereof; or (iii) CyCare fails to fulfill
its annual "Minimum Target" for the initial eighteen (18) months of the
Contract Term or any subsequent year of the Agreement.
2.4 Effect of Termination: Continuation of Payments. CyCare and Wang agree
that CyCare's obligation to pay Wang any payments owing hereunder will
extend and survive the termination or expiration of the Agreement.
3. License Grant.
3.1 Grant: Internal Use. Wang grants to CyCare a nonexclusive, nontransferable
license for installation and use of the Product for its own internal
business use only, including training, demonstration systems, and support.
Cycare agrees it shall not copy (other than for archival purposes),
modify, distribute, transfer to another party, or use the Product, in
whole or in part, or reverse engineer or decompile the Product to derive
source code or to allow any other party to use the Product, except as
expressly provided for in the Agreement.
3.2 Sublicenses.
(a) Wang grants to CyCare a sole and exclusive, nontransferable right to
sublicense, copy, embed and distribute the Product (Wang will not directly
license or indirectly sublicense the Product), within the Territory to the
entities set forth in Exhibit C-1 and the Initial Installation site
customers listed in Exhibit C-2 from a Golden Sample that Wang will
deliver to CyCare.
Wang and CyCare agree that on a quarterly basis CyCare has the option of
adding accounts to Exhibit C-1 as follows; up to 100 new accounts per year
to a maximum of 750 at the end of the Contract Term; accounts with more
than one location will be identified by location unless CyCare has a
corporate agreement with the entity or Wang and CyCare agree to put the
entity in its entirety on Exhibit C-1. Wang and CyCare agree that any
other major companies will be discussed by the parties.
Wang recognizes that CyCare intends to continue to market its Medical
Records application to all Group Practice accounts. Wang has indicated
potential issues with twelve (12) existing CyCare accounts. In the event
CyCare is denied
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exclusivity for any of twelve (12) accounts, CyCare will continue to
compete and if Products are sold by Wang to such accounts, for a period of
six (6) months, CyCare will receive full credit (in accordance with
Subsection 8.2 herein) towards its Minimum Target for the initial eighteen
(18) months of the Contract Term.
(b) Wang grants to CyCare an exclusive, nontransferable right to
sublicense, copy, embed and distribute the Product (Wang will not
indirectly sublicense the Product), within the Territory to Teaching
Hospitals and University Medical Centers End Users from a Golden Sample
that Wang will deliver to CyCare.
(c) Wang grants CyCare a non-exclusive, non-transferable right to
sublicense the Product to End Users within the Territory from a Golden
Sample that Wang will deliver to CyCare.
(d) An individual End User sublicense granted by CyCare pursuant to
subsection (a), (b) or (c) above shall be in effect for as long as such
CyCare End User continues to pay CyCare and CyCare pays the amounts due to
Wang as set forth in Section 8. herein.
(e) CyCare agrees to sublicense to End Users the Product under terms and
conditions which include, but are not limited to, the following
provisions:
CyCare grants End User a non-exclusive, non-transferable license for
the Product to install and use the Product for the End User's internal
business use only for as long as the End User continues to pay CyCare
monthly support fees in accordance with CyCare's "Living Software"
price model. CyCare's End User shall not copy (other than for archival
purposes), distribute, modify, transfer to another entity, or use the
Product, in whole or in part, or reverse engineer or decompile the
Product to derive source code or to allow any other party to use the
Product.
(f) With regard to requests to sublicense the Product outside the
Territory, CyCare shall not set up branch offices for the sublicense of
the Product outside the Territory, directly or indirectly seek or solicit
customers for the sublicense of the Product outside of the Territory nor
sublicense the Product outside the Territory. CyCare shall immediately
notify Wang in writing if CyCare wishes to pursue an order or receives an
order or inquiry (i) from any customer located outside of the Territory,
or (ii) from any customer located inside the Territory for the Product to
be used outside the Territory. Wang will advise CyCare within five (5)
business days whether or not Wang consents to each request, such consent
shall not be unreasonably withheld. Reasonableness shall be based upon
among other things the applicable International law and other agreements,
if any, which may effect Wang's decision to give its consent to CyCare in
response to each such request.
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3.3 Installation Instructions. Wang will provide CyCare with installation
instructions for the Product which CyCare may copy and incorporate into
CyCare's Medical Records product installation instructions. Wang will also
provide CyCare with an "on-line-help" facility for the Product in PC
readable electronic form for incorporation into CyCare's Medical Records
product "on-line-help" text. CyCare agrees that such instructions are the
property of Wang and shall be protected as copyrighted materials as set
forth in Section 4.2 herein
3.4 Sales and Marketing Materials. Any sales and marketing materials provided
by Wang may be copied and used by CyCare in its sales and marketing
materials provided that CyCare accurately replicates the Wang provided
information and exactly depicts the Wang name and logo as provided by
Wang. Wang will allow CyCare the right to make a reasonable number of
demonstration copies of the Physician Workstation software for use in
CyCare's sales and marketing activities so long as all such copies are
clearly marked "For Demonstration Use Only" and with Wang's copyright
notices and other legends that appear on the Golden Sample.
3.5 Source Code. Wang grants to CyCare a nonexclusive, nontransferable license
for use of the Product source code (subject to the terms of Subsection 4.4
herein) and limited to specific modules of the Product, but exclusive of
the software set forth in Exhibit D (the "Source Code"). Wang's grant of
such license of Source Code is solely for the development by CyCare of
modifications of the Product in response to specific Requests and will be
subject to the provisions of the WANG NON-DISCLOSURE AGREEMENT Source Code
substantially provided in the form of Exhibit B. CyCare will only receive
and utilize such Source Code to modify the Product to create unique
customer modifications in response to Requests in such instances where
Wang has declined to create such modifications of the Product as set forth
in Subsection 4.4 herein.
3.6 Requests. Modifications to the Product developed by CyCare in response to
Requests will be the exclusive property of CyCare; however, CyCare hereby
grants to Wang a perpetual, royalty free, fully paid license to use and
sublicense to Wang customers each modification that CyCare develops from
the Wang Source Code. Patches, Updates, and Enhancements of the Product
developed by Wang will remain the exclusive property of Wang and Wang
hereby grants to CyCare a royalty free, fully paid license only for the
Contract Term to use and sublicense each such Patch, Update and
Enhancement to the Product to End Users. Sublicenses of the Product
granted by CyCare to each End User shall survive the termination of the
Agreement for as long as a valid End User customer sublicense remains in
effect for such End User.
3.7 New Products. The parties agree to negotiate the rights to any New
Products which Wang or CyCare may develop or acquire after the Effective
Date pursuant
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to terms and conditions the parties may agree to in the future and be
consistent with the Agreement.
4. Title. Rights and Restrictions.
4.1 Proprietary Product. CyCare agrees that no title to or ownership of the
Product, and Enhancements will pass to CyCare at any time, but shall
remain exclusively with Wang, except modifications developed by CyCare
based on End User Requests pursuant to Subsection 3.6 herein to which
CyCare will retain title and ownership.
CyCare agrees to exclusively sublicense subject to Section 3.2 Wang's
Physician Workstation software within its certain contract customer base
as defined in Exhibits C-1 and C-2. during the Contract Term, and any
extensions thereof, of the Agreement.
4.2 Copyrights. CyCare agrees that the Product and Enhancements, including any
documentation enclosed in the Product's packaging and any materials
distributed during the course of Product Sales and Technical Support
training, are the property of Wang, are protected by copyright law against
unauthorized copying, and that no title to or ownership of the Product or
Enhancements or such materials is hereby transferred. Notwithstanding any
copyright notice, the Product, documentation and all training materials
marked as "Confidential" or "Proprietary" contain proprietary and
confidential information of Wang and CyCare shall not disclose or
distribute them except as expressly provided for herein. CyCare shall not
reverse compile or disassemble the Product, in whole or in part, or
otherwise attempt to derive source code from the Product. CyCare shall
safeguard the confidentiality of the Product, documentation and training
materials and shall not use them to develop competitive or derivative
products.
4.3 Unauthorized Use. CyCare shall notify Wang promptly in the event that it
becomes aware of or suspects any unauthorized use of the Product or
documentation and to cooperate fully with Wang in taking any reasonable
action that Wang may request to protect Wang's proprietary interests in
the Product and documentation.
4.4 Product Modifications. In the event CyCare becomes aware of a Request,
CyCare agrees to contact Wang and notify Wang of any such Request which
may be considered beneficial for future Product releases. Wang will
evaluate each such Request for possible incorporation into future Product
releases. If such Requests are consistent with Wang's Product development
plans, Wang will agree to implement the modification. If CyCare is willing
to pay to have such modifications required by such Request implemented,
Wang will agree to implement the modification. If the requested
modification is not consistent with
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Wang's Product development plans or CyCare is not willing to fund the
modification, Wang will not be obligated to implement the modification.
In the event Wang declines to develop such modification, Wang will make
available, subject to Subsections 3.1, 4.2 and substantially under the
terms and conditions of Exhibit B herein, to Cycare the Product Source
Code (not including the software listed in Exhibit D) which Wang deems
necessary for CyCare to develop the modification arising from such
Request. In connection with the above Source Code access, CyCare agrees to
provide technical resources who will review the Product Source Code at
Wang's development headquarters. Wang will make Source Code and printouts
available to CyCare during the process at Wang's corporate headquarters
and subject to the nondisclosure agreement set forth in Exhibit B for
review at a mutually agreeable time by the designated CyCare technical
resources.
4.5 Product Reviews. At a minimum Wang and CyCare will convene technical
product reviews once each quarter to discuss the future direction of the
development plans for the Product and to discuss End User feedback
relative to use of the Product.
5. Installation and Training.
5.1 Installation. Wang will provide installation services for minimally the
first two (2) Provider Workstation installations on a Time-and-Materials
basis, plus reasonable out-of-pocket travel and living expenses as
incurred. Thereafter, CyCare will provide all of the installation and
training services for its End Users, unless otherwise requested of Wang
for other than the first two installations. All installation services will
be on a Time-and-Materials basis, plus reasonable out-of-pocket travel
and living expenses as incurred.
5.2 Training. Wang will provide CyCare with training services for End Users
upon CyCare request at Wang's then current rates. Wang will provide
initial Sales and Technical Support "train-the-trainer" training to CyCare
personnel subject to mutually agreeable schedules and locations. For the
initial training CyCare will reimburse Wang for reasonable out-of-pocket
travel and living expenses incurred by Wang in delivering this initial
training. CyCare agrees to timely assign the appropriate personnel to
attend such initial Technical Support and Sales training provided by Wang.
Such initial Technical Support training will not exceed one (1), five (5)
day course and will include training relative to proper installation of
the Product at an End User location. Such initial Sales training will not
exceed one (1), three (3) day course.
6. Software Support.
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6.1 Support. CyCare will provide its customers with First and Second Line
Support. Wang will provide Third Line Support to CyCare only. In
connection with the Third Line Support and subject to Subsections 3.1 and
4.2 herein, Wang will provide CyCare with a full database layout down to
the data element level, detailed documentation to the program function
level, and a trace code function that enables CyCare to debug the Product.
As part of Third Line Support Wang agrees to provide CyCare with a minimum
of two (2) Updates per twelve (12) month period.
As part of Third Line Support, at the request of CyCare, Wang will assist
with trouble shooting and support of End User problems, which cannot be
resolved by CyCare. If the problem is diagnosed to be other than a Product
problem such assistance will be billable to CyCare at Wang's then current
Time-and-Material rates, plus reasonable out-of-pocket travel and living
expenses as incurred.
CyCare agrees to provide Wang with prompt notice of any Product problem it
encounters and cannot resolve and CyCare will document each such oral
request within twenty-four (24) hours of placing the initial call with
Wang. Wang agrees to notify CyCare of any known Errors. Wang agrees to
provide CyCare Third Line Support on a seven (7) day by twenty-four (24)
hour basis with a one (1) hour response time. Wang agrees to respond on a
best-effort basis to critical End User Errors reported by CyCare to
immediately provide a resolution to the critical End User reported Error.
6.2 Sales and Support Staff. CyCare shall maintain at all times a Sales and
Technical Support staff, knowledgeable of the Product and trained in
accordance with Wang standards in the use, maintenance and support of the
Product.
6.3 Warranty Support. Wang's limited warranty, described in Section 11.2
herein, extends only to CyCare. CyCare agrees that it is responsible for
providing warranty services to its End Users. CyCare may provide Updates
only to those End Users for whom CyCare pays the applicable monthly
support fees to Wang in accordance with the Living Software price model as
set forth in Exhibit A.
7. Publicity.
7.1 Press Release. Wang and CyCare agree to a a joint press release announcing
this relationship subject to the prior mutual agreement of the nature of
the press release by both parties.
7.2 Joint Marketing. Wang intends to proactively launch a marketing campaign
for the healthcare marketplace. CyCare and Wang will also agree to
cooperate in other marketing activities which the parties mutually agree
would be beneficial in promoting this relationship and the Product in the
most favorable light, inclusive of industry trade shows, conferences,
symposiums, interviews for national
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publications, industry consultants, speaking engagements and marketing
materials. CyCare grants Wang, the right to use its name in Wang marketing
materials, provided CyCare has reviewed the materials prior to release.
7.3 Customer Accounts. Cycare agrees that Wang may, subject to CyCare's and
CyCare's End User's prior approval, which will not be unreasonably
withheld, use CyCare customer accounts as reference accounts for future
OPEN software sales opportunities.
8. License Prices and Payment.
8.1 Initial License Fee. CyCare agrees to pay Wang an initial license fee of
[confidential portion omitted and filed separately] (to be paid at
contract signing and the remaining [confidential portion omitted and filed
separately] to be paid within ninety (90) days thereafter) for the
shipment by Wang to CyCare of the "Golden Sample" of the Product, which
includes licenses granted for demonstration, training and support and
sublicenses for the initial installation sites. Wang agrees that the
Initial License Fee will be applied to the Minimum Target for the first
eighteen (18) month period.
8.2 Continuing Fees. The CyCare Living Software price model for the Medical
Records application will be the basis on which fees are to be paid to Wang
by CyCare at a rate of [confidential portion omitted and filed separately]
of the Initial License Fee and Monthly Fee charged by CyCare to its End
Users in accordance with the Living Software price model set forth in
Exhibit A, dated April, 1995, (which may only be modified to reflect a
decrease in the list price of the CyCare Living Software price model by
mutual agreement of the parties). CyCare may increase its list price of
the Living Software price model without Wang's consent and CyCare will
forward Wang a copy of the increased prices for its records. Wang agrees
to license the Product (excluding any data base product, "SUPRA" or
otherwise, and all third party tools and utilities listed on Exhibit D,
which CyCare must acquire directly) to CyCare for CyCare's use in
sublicensing its Medical Records application based on the CyCare net price
of the Medical Records application sublicensed to the CyCare End User
utilizing the CyCare "Living Software" price model set forth in Exhibit A.
The CyCare net price for the Medical Records application will be
discounted no more than [confidential portion omitted and filed
separately] off of the Living Software price model set forth in Exhibit A,
unless otherwise agreed in advance by Wang. Any increase in the CyCare
Medical Records application "Living Software" price model will be paid to
Wang at the [confidential portion omitted and filed separately] fee
percentage rate of revenue due Wang. Initial Installation site prices will
be as set forth in Exhibit C-1.
8.3 Minimum Target. The parties agree that the "Minimum Target" payments Wang
expects to receive from CyCare and CyCare expects to pay to Wang for the
first eighteen (18) months of the term of the Agreement will be
[confidential portion omitted and filed separately] for Wang's Product
that CyCare sublicenses to its End Users in accordance with the Living
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Software price model and at the [confidential portion omitted and filed
separately] fee payment percentage rate. For the subsequent twelve (12)
months of the Agreement, the parties agree that the "Minimum Target"
payments Wang expects to receive from CyCare and CyCare expects to pay to
Wang will be [confidential portion omitted and filed separately] for its
sublicensing of Wang's Product. For the remaining twelve (12) months of
the Agreement, the parties agree that the "Minimum Target" payments Wang
expects to receive from CyCare and CyCare expects to pay to Wang will be
[confidential portion omitted and filed separately] for its sublicensing
of Wang's Product. For the initial eighteen (18) months of the Agreement
or any of the successive twelve (12) month periods, Wang agrees to allow
CyCare to roll-over any payments made to Wang which are in excess of the
Minimum Target for that period into the Minimum Target for the next
successive twelve (12) month period.
8.4 Records: Payments.
(a) Records. CyCare will notify Wang weekly upon shipment of the Medical
Records software that the End User has been invoiced for the Initial
License Fee. CyCare agrees to keep accurate records of their Product
sublicenses and provide Wang with a detailed monthly report of the number
of sublicenses it has granted during the preceding month within thirty
(30) days following the end of the month for which the report is being
generated. Cycare's monthly payment report to Wang will be substantially
similar to the form set forth in Exhibit F and will also detail the fees
being paid to Wang (both initial fees and monthly fees) for that month.
Wang reserves the right to audit CyCare's applicable End User agreements,
books and records with thirty (30) days written notice for accurate
compliance with this reporting and remittance requirement.
(b) Payments. Payments to Wang will be made monthly for the Products
sublicensed and installed during the term of the Agreement in accordance
with the "Living Software" Price Model set forth in Exhibit A. All
payments will be due immediately and are payable within sixty (60) days
from the end of the month for which the initial sublicense fee is reported
in (a) above as being invoiced to each End User or thirty (30) days after
the end of each month for the monthly fees due for each End User in
accordance with the Living Software price model provided in Exhibit A.
Wang may impose, and CyCare agrees to pay, a late payment charge of one
percent (1 %) per month for any late payment of the fees specified above.
In the event an End User fails to make timely payments to CyCare, a cure
notice may be provided to the End User from CyCare, requesting that the
non-payment be remedied within thirty (30) days from the date of the
written notice. If payment is not received within the thirty (30) day cure
period, CyCare, at its sole option, may rescind the End User's sublicense
of the Product and no further payments will be due from CyCare to Wang for
the canceled End User sublicense monthly fees. Any subsequent successful
efforts of CyCare to collect any outstanding payments due CyCare by the
End User prior to the sublicense being rescinded,
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will likewise flow to Wang in accordance with the fee percentage rates
specified in Subsection 8.2 herein.
8.5 Service Rate. Wang's hourly rate used to calculate Time-and-Materials (as
such term is used herein) is [confidential portion omitted and filed
separately] per hour and is valid for the initial 18 months from the
Effective Date. For each subsequent 12 month period the hourly rate will
increase by 5% compounded annually during the Contract Term. All
reasonable out-of-pocket travel and living expenses incurred by Wang in
providing the services required pursuant to the Agreement will be billed
at actual cost of the expenses incurred.
9. Product Evaluation. CyCare agrees to use reasonable efforts to evaluate
Wang's image and workflow products in CyCare's current application product
set as it exists on the Effective Date and in future CyCare products,
except where such implementation would be cost prohibitive when compared
to other competitive products in the marketplace.
10. Marketing Activities.
10.1 Sales Forecasts. During the term of the Agreement, Cycare will provide to
Wang quarterly revenue forecasts for the Product for the upcoming six (6)
month period. Each quarterly revenue forecast will detail the anticipated
payments to be due Wang resulting from CyCare's sublicensing of the
Product, but will exclude any CyCare End User customer names.
10.2 Costs. Each party will bear all of its own costs and expenses in pursuing
any activities under this Section 10.
11. Warranties. Representations and Disclaimers.
11.1 Indemnification. Wang, at its own expense, will defend and indemnify
CyCare against claims that the Product furnished under the Agreement
infringes a United States patent, trademark, copyright or trade secrets
provided that CyCare (i) gives Wang prompt written notice of such claims,
(ii) gives Wang sole authority to defend and settle such claims, and (iii)
provides all reasonable assistance to Wang in defending or settling such
claims and if any such claim or action is pending or if Wang determines
that the Product may become the subject of a claim of infringement, Wang,
at its option and expense, will either procure for CyCare the right to
continue using the Product, replace or modify the Product so that it
becomes non-infringing or grant CyCare. Wang will not defend or indemnify
CyCare if any claim of infringement (i) is asserted by a parent,
subsidiary or affiliate of CyCare, (ii) results from the alteration of the
Product by CyCare or its End User, or (iii) results from the use of the
Product in combination with any non-Wang product or in practicing any
process. This states the entire
12
liability of Wang and CyCare's sole and exclusive remedies for patent,
trademark, trade secrets, or copyright infringement.
11.2 Warranty. Wang warrants to CyCare for the Contract Term that the Product
will perform in accordance with its then functional specification. Wang
does not warrant that the Product will operate in all combinations that
are selected for use by an End User or CyCare or that the operation of the
Product will be uninterrupted or error-free. If CyCare during the Contract
Term notifies Wang in writing after the Product is installed that the
Product did not conform to this limited warranty, Wang will correct any
Product defect it finds in conformance with its Third Line support
obligation.
THE WARRANTIES STATED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, STATUTORY, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
In no event shall Wang be liable to CyCare or its End User for any
special, incidental, indirect, punitive or consequential damages based
upon breach of warranty, breach of contract, strict tort or any other
legal theory, even if Wang has been notified of the possibility of such
potential loss or damage. Such damages for which Wang shall not be liable
include, but are not limited to, the loss of profits, the loss of savings
or revenue, the loss of employee time, the loss of use of the Product or
any associated equipment, the cost of capital, the cost of any substitute
equipment or products, facilities or services, downtime, the loss of
software or data, injury to property and the claims of third parties.
IN NO EVENT SHALL WANG'S LIABILITY IN CONNECTION WITH THE PRODUCT ACQUIRED
OR SERVICE PROVIDED HEREUNDER EXCEED THE PRICE PAID FOR THE PRODUCT OR
SERVICE BY THE END USER.
Except for an action brought to recover payments due hereunder, any action
must be commenced within twenty four (24) months after CyCare has
knowledge of the claim.
The Agreement allocates the risks of the Product selection and failure
between Wang and CyCare. This allocation is recognized by both parties and
is reflected in the price of the Product.
11.3 Representations. Wang owns all right, title and interest to the Product
(other than the third party software set forth in Exhibit D) and all
related intellectual property. To the best of Wang's knowledge there are
no current claims, proceedings, or litigation pending against Wang
involving the Product.
13
12. Trademarks and Trade Names. During the term of the Agreement, CyCare is
authorized to use the trademark "Wang", Wang's distinctive logo, and the
Wang trademarks associated with the Product in connection with the
marketing of the Product. However, such use shall give CyCare no interest
in any trademarks logo or trade names of Wang. The registered trademark
"Wang" may be used only to identify the Product that is licensed to CyCare
by Wang. CyCare agrees that the Wang logo will appear on the initial
screen. CyCare may not use any Wang trademark or trade name in a way that
implies that it is a Wang agent, legal partner, representative, employee,
franchisee or joint venturer. CyCare may not include Wang trademarks or
trade names in any name under which it does business but may use the
following legend in signs, advertising, correspondence, proposals and
other materials, in type that is smaller and less prominent that CyCare's
own name:
"Authorized Reseller for Wang's Product"
Upon the expiration or termination of this Agreement, CyCare shall
immediately discontinue all use of Wang's trademarks, trade names and
service marks and shall not use any mark or any part of any mark that is
similar to any Wang mark.
During the term of the Agreement, Wang is authorized to use the trademark
"CyCare", CyCare's distinctive logo, and the Cycare trademarks associated
with the CyCare products in connection with the marketing of the CyCare
products. However, such use shall give Wang no interest in any trademarks,
logo or trade names of CyCare. The registered trademark "CyCare" may be
used only to identify the CyCare products that are licensed to Wang by
CyCare. Wang may not use any CyCare trademark or trade name in a way that
implies that it is a CyCare agent, legal partner, representative,
employee, franchisee or joint venturer. Wang may not include CyCare
trademarks or trade names in any name under which it does business, but
may use the following legend in signs, advertising, correspondence,
proposals and other materials, in type that is smaller and less prominent
that Wang's own name:
"Authorized Reseller for CyCare's Product"
Upon the expiration or termination of the Agreement, Wang shall
immediately discontinue all use of CyCare's trademarks, trade names and
service marks and shall not use any mark or any part of any mark that is
similar to any CyCare mark.
13. Confidentiality. The Agreement, the Product, Enhancements, including
related documentation, materials distributed and information conveyed at
Sales and Technical Support training, any other materials marked as
"Confidential" or "Proprietary" and any information conveyed by Wang at
meetings relating to Wang's unpublished marketing and Product strategies
or R & D plans are the confidential and proprietary property of Wang or
its suppliers (hereinafter
14
"Confidential Information"). CyCare, on behalf of itself and its employees
as well as itself, agrees to receive and maintain all Confidential
Information in confidence, to use it only for its intended purpose, and,
except as provided herein, not to disclose it to third parties without the
prior written consent of Wang. CyCare shall limit its disclosure of
Confidential Information to only those of its employees who need such
information for the purposes of this Agreement. Notwithstanding the above,
CyCare shall have no obligation to Wang with respect to any Confidential
Information that is already known to it, free of any obligations of
confidentiality, or becomes generally publicly available through no
wrongful act of CyCare.
Exhibits C-1 and C-2 and any other materials marked as "Confidential" or
"Proprietary" and any information conveyed by CyCare at meetings relating
to CyCare's unpublished marketing and product strategies or R & D plans
are the confidential and proprietary property of CyCare or its suppliers
(hereinafter "Confidential Information"). Wang, on behalf of itself and
its employees as well as itself, agrees to receive and maintain all
Confidential Information in confidence, to use it only for its intended
purpose, and, except as provided herein, not to disclose it to third
parties without the prior written consent of CyCare. Wang shall limit its
disclosure of Confidential Information to only those of its employees who
need such information for the purposes of the Agreement. Notwithstanding
the above, Wang shall have no obligation to CyCare with respect to any
Confidential Information that is already known to it, free of any
obligations of confidentiality, or becomes generally publicly available
through no wrongful act of Wang.
14. No Solicitation of Employees. For the term of the Agreement and any
renewal thereof, and for one (1) year after termination, each party agrees
not to solicit any employees of the other party or an end-user of the
other party without the prior written consent of the other party or the
end-user, respectively, except through advertisements and solicitations
directed to the market generally.
15. Disclosure. CyCare hereby discloses to Wang that it is a developer of
software and that CyCare may have comparable software products to the
Product and materials in existence or in development, or may decide to
develop similar software in the future, or may decide to purchase similar
software from a third party. CyCare agrees that disclosure of such
development does not in any way reduce or modify its obligations under
this Agreement or its Exhibits (as executed if necessary), particularly
those contained in Sections 3.5, 3.6 and 4. The parties agree that such
disclosure is made solely for informational purposes. Wang does not hereby
waive any of its rights with respect to the enforcement of the provisions
of the Agreement or any other right it may have with respect to the source
code of the Product or the related intellectual property.
16. Survival. The rights and obligations of the parties which by their nature
survive, shall survive the expiration or termination of this Agreement,
including, but not
15
limited to, those set forth in, Sections 2.2, 2.4, 3.2, 4.1, 4.2, 4.3,
6.1, 8.2, 8.4, 8.5, 10., 11.1,11.2,12., 13., and 14.
17. No Assignment. No assignment of the fully executed contract will be
allowed unless authorized in advance in writing by the other party, with
such approval by the other party not being unreasonably withheld. The
exceptions to the above prohibition are assignments to wholly owned
subsidiaries or assignments in connection with the sale or transfer of the
parties entire business as related to the Product.
18. Escrow Agreement. Wang agrees to allow CyCare to become a beneficiary of
Wang's source code escrow account established with a third party escrow
agent at the then current fees. CyCare shall have the right to receive a
copy of the documented source code for the Product (deposited in the
account) upon the occurrence of one or more of the following events and
provided that CyCare is not in breach of the Agreement or has filed or had
filed against it a petition in bankruptcy or had a receiver appointed:
(a) Wang ceases doing business or is finally adjudicated as bankrupt (not
including reorganizations under Chapter 11 or any similar successor
provision);
(b) Wang fails in a material manner to provide support or maintenance for
the Product required by the Agreement and such material failure continues
unabated for more than forty-five (45) days after written notice from
CyCare.
The source code which is subject to this Section 18 shall be deemed to be
Confidential Information. Release of the source code to CyCare upon the
occurrence of any of these events will not in any way diminish CyCare's
obligations hereunder with respect to Confidential Information.
CyCare shall be responsible for all costs associated with becoming and
continuing as a beneficiary of the source code escrow account.
19. Relationship of the Parties. The parties agree that in all matters
relating to this Agreement, CyCare shall act as an independent contractor
and shall not expressly or impliedly represent that it has any authority
to assume or create any obligation on behalf of Wang. Neither party shall
hold itself out to be a joint venturer, partner, employee, representative,
franchisee, servant or agent of the other.
20. Notices. All notices required or permitted herein shall be effective only
if in writing and either hand delivered or sent by certified or registered
mail, return receipt
16
requested, to the undersigned signatories or their successors at the
addresses set forth on the first page hereof. If mailed, notices shall be
deemed effective five (5) business days after mailing.
21. No Waiver. The waiver or failure to enforce any breach or default
hereunder shall not constitute the waiver of any other or subsequent
breach or default.
22. Amendments. The Agreement can only be modified by a writing that
specifically references the Agreement and is duly signed by a duly
authorized representative of each party. The Agreement may not be
supplemented or modified by any course of dealing or trade usage.
23. Severability. If any provision of the Agreement is held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not be affected and the parties shall
negotiate, in good faith, a legal and enforceable substitute provision
that most nearly effects the parties' intent of the provision.
24. Attorney's Fees. The parties agree if either one commences a lawsuit
against the other, that each party shall be responsible for its own
attorney's fees and litigation costs.
25. Dispute Resolution. The following procedures apply to all disputes.
However, compliance with each procedure in this section is subject in each
case to the prior approval of either party's insurance carrier whose
liability may be affected.
(a) Either party may serve a written request upon the other that
designated senior managers of each party attempt to resolve. The
designated senior managers (John Pollock for Wang and Bill Childs for
CyCare or their respective designee) will meet within fourteen (14) days
of the request, alternating the place of meeting, beginning at CyCare's
corporate offices. After thirty (30) days from receipt of the request,
either party may serve a written request for binding arbitration.
(b) The parties agree that any dispute that remains unresolved upon the
completion of (a) above will be submitted to binding arbitration in the
city of Boston in accordance with the rules and procedures of the American
Arbitration Association before a single arbitrator who will be appointed
from a panel of qualified persons supplied by the American Arbitration
Association (AAA) and reasonably familiar with the computer software
industry. The Commercial Arbitration Rules of the AAA will apply. The
parties may engage in reasonable discovery permitted by the Federal Rules
of Civil Procedure subject to supervision and time limits of the
arbitrator. The decision on the arbitrator will be governed by and will
not rewrite, invalidate or expand upon the terms and conditions of the
Agreement. The
17
decision will be final and may be enforced as a judgment in any court of
competent jurisdiction. Judgment upon any award made in such arbitration
may be entered and enforced in any court of competent jurisdiction in the
State of Massachusetts. Notwithstanding anything to the contrary contained
herein, if Wang or CyCare will require immediate injunctive relief or
other equitable relief, then the party requiring such relief will have the
power to invoke the jurisdiction of any court having jurisdiction and, if
such party so elects, the other party hereby consents to the jurisdiction
of the state and federal courts in the State of Massachusetts and to the
applicable service of process.
Each party will pay its own legal fees and expenses, and the cost of the
arbitrator will be shared equally by the parties. Any statements made in
the course of any negotiation will not be used for any purpose except to
interpret a resulting agreement.
26. Governing Law. All matters, including, without limitation, matters of
construction, procedure, remedies, interpretation, validity and the rights
and duties of the parties shall be governed by the laws of the
Commonwealth of Massachusetts, and all disputes between the parties shall
be adjudicated only in a court within Massachusetts that has jurisdiction
and venue at Wang's corporate headquarters.
27. Headings. Section headings are provided for convenient reference only and
shall not be construed otherwise.
28. Entire Agreement. The parties acknowledge that they each have read the
Agreement, including the Exhibits, and agree to be bound by its terms and
conditions. The parties further agree that the Agreement is the complete
and exclusive statement of the mutual understanding of the parties and
that it supersedes and cancels all previous and contemporaneous written
and oral agreements and communications relating to the subject matter of
the Agreement.
BOTH PARTIES ACKNOWLEDGE HAVING READ THE AGREEMENT AND UNDERSTANDS AND AGREES TO
BE BOUND BY ITS TERMS, CONDITIONS, AND PRICES. BOTH PARTIES FURTHER AGREE THAT
THE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE MUTUAL
UNDERSTANDINGS OF THE PARTIES AND THAT THE AGREEMENT SUPERSEDES AND CANCELS ALL
PREVIOUS AND CONTEMPORANEOUS WRITTEN AND ORAL AGREEMENTS AND COMMUNICATIONS
RELATING TO THE SUBJECT MATTER OF THE AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed
as a sealed instrument in their names by the properly and duly authorized
officers or representatives as of the date first above written.
18
CyCare Systems, Inc. Wang Laboratories, Inc.
Signature: Mark R. Schonau Signature: Bruce Ryan
--------------------------- ---------------------------
Name: Mark R. Schnau Name: Bruce Ryan
--------------------------- ---------------------------
Title: CFO Title: President
--------------------------- ---------------------------
Date: 8/30/95 Date: 8/30/95
--------------------------- ---------------------------
19
Exhibit A
CyCare Medical Records Application
Living Software Price Model
(To Be Provided By CyCare)
[confidential portion omitted and filed separately]
20
Exhibit B
Wang NON-DISCLOSURE AGREEMENT
Source Code
Wang Laboratories, Inc., a Delaware Corporation ("Wang") and CyCare
Systems, Inc., a Delaware corporation ("CyCare") of 7001 North Scottsdale Road,
Suite 1000, Scottsdale, Arizona 85253-3644 ("Recipient") agree to enter into a
confidential business relationship, whereby under specific circumstances, and
subject to certain terms and conditions, as set forth in the Reseller Agreement
by and between CyCare and Wang dated as of August 30, 1995 (the "Reseller
Agreement"). Recipient may need access to specific modules of the Physician
Workstation software ("Software") and to associated documentation and other
information relating to the Software as described in the Reseller Agreement
(hereinafter collectively referred to as "Source Code"). Such Source Code will
be provided in accordance with the Reseller Agreement. In consideration of the
foregoing, it is hereby agreed that:
1. Recipient acknowledges and agrees that notwithstanding any copyright notice
on or in the Source Code, the Source Code comprises highly valuable trade
secrets and other confidential information of Wang and that any unauthorized use
or disclosure of the Source Code would cause serious and irreparable harm to
Wang.
2. Recipient agrees to use the Source Code only for the purpose described above
and shall make no other use of the Source Code whatsoever, including, without
limitation, the development or sale of competing products or services or any
other use that would deprive Wang of any revenue or business opportunity.
3. Recipient agrees to maintain all Source Code that it receives in the
strictest confidence using the utmost care and shall not directly or indirectly
disclose it, reveal it or otherwise make it available, in whole or in part, to
any third party without the prior written consent of Wang.
4. Recipient shall limit access to the Source Code within its organization to
only those of its employees who have been advised in writing of Wang's rights in
the Source Code and who need such information to fulfill the purpose of this
Agreement. Upon request, Recipient shall promptly supply Wang with the names of
each employee who has or has had access to all or any part of the Source Code.
5. At the completion of each development effort, Recipient shall immediately
return to Wang all tangible materials containing Source Code made available or
supplied to Recipient by Wang, including, but not limited to, drawings,
documents, hardware, disks and tapes without retaining any copies, notes or
extracts. Upon request, Recipient shall also deliver to Wang a certificate of an
officer of Recipient certifying that all copies of the Source Code in any form
(except executable object code) have been returned.
21
Page 2 of 2
6. Recipient acknowledges and agrees that money damages alone will not be an
adequate remedy for any breach of this Agreement or Recipient's obligation of
confidentiality with respect to the Source Code. Accordingly, Recipient agrees
that Wang shall be entitled to equitable relief to restrain or redress any
breach or threatened breach of this Agreement or Recipient's obligation of
confidentiality with respect to the Source Code in addition to any other
remedies Wang may have at law or equity.
7. Nothing in this Agreement shall be construed to authorize Recipient to use
the Software in source or in object form on any unlicensed system. Recipient
acknowledges and agrees that Wang shall have no responsibility or obligation to
support or maintain any modifications to any Wang product made by Recipient
unless and until Wang incorporates such modifications into the Product.
8. Except as set forth elsewhere in this Agreement Wang shall not be obligated
to disclose any information or Source Code to Recipient or enter into any other
agreement or arrangement with Recipient nor shall it be construed as granting
any rights, by license or otherwise, in any information, software or inventions
of Wang. Recipient's obligations under this Agreement shall survive the
termination of its association with Wang regardless of the manner of such
termination and shall be binding upon Recipient's heirs, successors and assigns.
This Agreement is entered into under the laws of the Commonwealth of
Massachusetts as a sealed instrument and shall be construed thereunder and any
cause of action arising between the parties relating to the Source Code, whether
under this Agreement or otherwise, may be brought in a court having jurisdiction
and venue at the home office of Wang and Recipient hereby consents to such
jurisdiction and venue.
Wang Laboratories, Inc. CyCare Systems, Inc.
By By
----------------------------------- --------------------------------
Title Title
-------------------------------- -----------------------------
Date Date
--------------------------------- ------------------------------
22
Exhibit C-1
CyCare Installed Base Customer List
(To Be Provided By CyCare)
[confidential portion omitted and filed separately]
23
Exhibit D
Product Software
Wang OPEN/image Server
Wang OPEN/image Custom Controls (Doc MGR, Display, Scan, Print VBX's)
Microhelp (Animation VBX, Gauge VBX, Tip Help VBX)
Farpoint (Spread (VBX and C++), Tabpro VBX)
QE Runtime Library
Visual Basic Runtime
25
Exhibit E
RECIPROCAL NON-DISCLOSURE AGREEMENT
Wang Laboratories, Inc., a Delaware Corporation ("Wang") and CyCare
Systems, Inc., a Delaware corporation ("CyCare") of 7001 North Scottsdale Road,
Suite 1000, Scottsdale, Arizona 85253-3644.
agree to enter into a confidential business relationship for the purpose of as
set forth in the Agreement. In order to achieve this purpose, either party may
disclose information that it deems confidential and/or proprietary. Therefore,
it is hereby agreed that:
1. For a period of three (3) years from the date of the disclosure of the
information, the receiving party will consider as Confidential Information any
information it receives in tangible form from the disclosing party that is
marked as Confidential or Proprietary. Information which is disclosed orally
will be considered Confidential Information if it is identified as confidential
at the time of disclosure and reduced to writing and sent to the receiving party
within ten (10) days of the disclosure.
2. Each party agrees to receive and maintain all Confidential Information in
strictest confidence using at least reasonable care and, except as provided
herein, shall not use Confidential Information for its own benefit or disclose
it to third parties without the written consent of the disclosing party.
3. Upon request, the receiving party shall immediately return all tangible
materials made available or supplied by the disclosing party including, but not
limited to, drawings, documents, hardware, disks and tapes without retaining any
copies, notes or extracts.
4. Neither party shall have any obligations under this Agreement with respect to
information which: (a) is already known to the receiving party or is publicly
available at the time of disclosure; (b) is disclosed to the receiving party by
a third party who is not in breach of an obligation of confidentiality; (c)
becomes publicly available after disclosure through no act of the receiving
party; or (d) is developed by the receiving party without breach of this
Agreement.
26
5. This Agreement does not obligate either party to disclose any information to
the other or enter into any other agreement or arrangement nor shall it be
construed as granting any rights by license or otherwise in any software or
inventions of either party. The parties' obligations under this Agreement shall
survive the termination of their association regardless of the manner of such
termination. This Agreement shall be governed as a sealed instrument under
Massachusetts law.
Wang Laboratories, Inc. CyCare Systems, Inc.
By: By
-------------------------------- -----------------------------------
Title: Title:
----------------------------- -------------------------------
Date: Date:
------------------------------ --------------------------------
27
Exhibit F
Monthly Payment/Remittance Report
(To Be Inserted By Wang)
28
Exhibit G
Physician Workstation Functional Specification
(To Be Inserted By Wang)
29
EXHIBIT G
Physicians' Workstation Product Functionality Specification
Introduction
Physician's Workstation (PWS) is a scaleable, point of care application designed
by physicians for use in the ambulatory environment. PWS operates effectively
across existing health information systems to capture and build an extensive
patient record. Information is automatically obtained from existing systems,
received via fax, scanned in at the point of care, or updated by the physician
directly during the encounter. Information is stored and catalogued in a
clinical information database. This patient specific information will furnish
the physician and health care organization with the information that is
essential in a capitated or managed care environment.
PWS is a client server operating environment with a focus on open systems.
Developed around the Microsoft Windows Graphical front end, PWS provides a
scaleable operating environment to satisfy the growing needs of the healthcare
industry. PWS will run on any industry standard 486 or Pentium PC, uses Oracle
as the relational database but can be ported to any ANSI-SQL ODBC compliant
database. Multiple UNIX server platforms can be used along with Novell Netware.
PWS also includes an interface server to facilitate data exchange between PWS
and existing systems.
Specific Functionality
PWS provides the following major components:
Workspace-- Graphical Desktop for the Clinical User
The Workspace is the central controlling point for the application
environment. It provides a graphical container holding all the major
objects listed below. It provides an intuitive desktop metaphor that is
customizable by the user. The Workspace allows each individual to control
size, positioning and activation of the major components.
Appointment List-- Display of appointments past, present, and future
The Appointment window provides a view of the user's appointment list for
scheduled and walk-in patients. The appointment list allows the user to
display a list of past, present, and future scheduled appointments. The
appointment list can be populated through an interface to the organizations
appointment scheduling and registration system or directly through PWS.
Patient Summary -- Discreet elements representing categories like: Acute
Illnesses, Chronic Illnesses, Habits, Family History, Medications,
Hospitalization, Health Maintenance, Allergies, Immunizations, Occupation,
Optometrics.
The Patient Summary window provides the user with a tab-folder view of the
details of each category: Acute Illnesses, Chronic Illnesses, Habits,
Family History, Medications, Hospitalization, Health Maintenance,
Allergies, Immunizations, Occupation, Optometrics. There is a separate tab
for each of the listed categories. In order to facilitate easy and quick
viewing of the data, one additional tab is provided that is a customizable
report for each individual user. Each user has the ability to easily format
the report and select items from the individual categories by date or by
sequence. Population of these tabs can occur through automatic feed from
the encounter note and or direct data entry.
Patient Records--Image based patient chart
Based on Wang's core imaging technology, the Patient Record window provides
a view of the historical chart of the patient. Images can be scanned in via
the Scan Utility or are created through the Encounter documentation window.
Each document is indexed and identified by author, date, and document type
so they are easy to find and identify. Capabilities to page through a chart
or search an index to find a specific document are available.
Encounter Documentation -- includes ICD-9, CPT4 coding, clipart annotation,
disposition, referral to another provider, suspension of encounter
The Encounter window allows the user to perform the documentation of the
clinical note. The user has the ability to call up forms that mimic the
paper forms used in the practice today. The user can type into the form
using the keyboard, the user can write on the form with a pen and tablet
which provides the look and feel of handwriting on paper, or the user can
use customizable templates that allow for faster more accurate
documentation. Templating can be implemented in a interactive manner so the
variables for each visit can be prompted for with quick responses provided
by the user. The user can also append medical clipart to the note and
annotate it with the pen and tablet providing a more accurate picture of
the problem which in turn facilitates better patient communications.
In addition, the Encounter window provides customizable pick lists of
diagnosis and procedure coding, as well as input of the encounter
disposition, electronic signature, generation of a referral note, and
suspension of the encounter. The suspension capability allows the user to
save an in-process note in it's interim state for completion at a later
date or time.
Order Entry--Medication, Laboratory and Radiology
The Order Entry window provides the user with a graphical order entry
screen where laboratory, radiology and pharmacy orders may be generated. It
provides customized lists of the user's favorite or most used lists of
medications, lab and radiology tests. The user can order individually or
via sets which are dynamic and customizable on-the-fly. Sets can be made up
of any or all of the three order entry categories. Creation of a set can be
accomplished dynamically as the user generates their order.
Results Retrieval-- Laboratory and Radiology Text reports
The Results window provides by patient a view of all the results of both
laboratory and radiology results that have been delivered electronically to
the system. Through the use of the interface server the PWS can gather up
results in a textual format and present them to the user for review. This
helps to eliminate the need to search for missing results; they are there
when you need them. Each result is indexed by date and description for easy
access. Any part of the result can be copied into the encounter note.
In-Basket--To do list with simple e-mail capability
The In-Basket window is a listing of things the user needs to respond to.
This can take three forms, ticklers which are notes to yourself, mail which
are messages between users like phone messages, and phone consults which
are follow-ups the user needs to perform relating to a particular patient.
In addition, the In-Basket can also receive messages related to lab and
radiology results with links to the actual results. The system can be
implemented so results are returned to the In-Basket of the ordering
provider to facilitate faster notification and review of results.
Encounter Summary -- Complete and In-process encounters, Referrals sent and
Received
The Encounter Summary window provides a list of all encounters the patient
has had with the PWS system. By selecting one of the entries the user can
see details about the visit including, diagnosis, procedures, tests and
medications ordered, assigned provider and vitals for the visit. The user
also is provided a list of all In-Process (suspended) encounters, as well
as any referrals that were sent and any referrals that were received.
Demographics-- Patient Demographics with Insurance, Employers and Emergency
Contact Information
The Demographics window allows the user to see pertinent information
related to the patient. Detailed demographics, Insurance carrier and policy
numbers, Emergency Contact Information, and Primary provider information is
available.
Vital Signs-- Customizable Vitals
A Vital Signs Entry window is available for the user to enter the vitals
for the visit. The vitals displayed are customizable to the user so vitals
that are important to your clinic or specialty can be captured.
Setup-- Customization of the desktop to suit individual users
The Setup window allows the user to control the attributes of the
workspace. The user can customize the workspace appearance, appointment
display time slices, patient summary report display format, and appointment
list and in-basket refresh timers.
Utilities
PWS comes with the following utilities to assist in the installation, setup
and historical record scanning.
Install Utility--Installation of PWS
Scan Utility--Scanning application to support scanned input of
patient information
Administration Utility--Application/database setup including
customizable pick lists and creating users
Form Builder Utility-- Design environment to create forms
Checklist of Functions
- --------------------------------------------------------------------------------
Summary Sheet x
- --------------------------------------------------------------------------------
Problems x
- --------------------------------------------------------------------------------
Immunizations x
- --------------------------------------------------------------------------------
Allergies x
- --------------------------------------------------------------------------------
Medications x
- --------------------------------------------------------------------------------
Drug-drug interaction checking x
- --------------------------------------------------------------------------------
Drug-allergy interaction checking x
- --------------------------------------------------------------------------------
Past Visits x
- --------------------------------------------------------------------------------
Vital Signs x
- --------------------------------------------------------------------------------
Past History x
- --------------------------------------------------------------------------------
Family History x
- --------------------------------------------------------------------------------
Habits x
- --------------------------------------------------------------------------------
Hospitalizations x
- --------------------------------------------------------------------------------
Occupation x
- --------------------------------------------------------------------------------
Optometry x
- --------------------------------------------------------------------------------
Acute Illnesses x
- --------------------------------------------------------------------------------
Chronic Illnesses x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Encounter Window
- --------------------------------------------------------------------------------
Open/New Encounter Form/Document x
- --------------------------------------------------------------------------------
Hold/Suspend Encounter Form/Document x
- --------------------------------------------------------------------------------
Close Encounter x
- --------------------------------------------------------------------------------
Able to append changes to encounter x
- --------------------------------------------------------------------------------
Annotate with Medical Clipart x
- --------------------------------------------------------------------------------
Save Form/Document x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Order Entry
- --------------------------------------------------------------------------------
Able to define order sets x
- --------------------------------------------------------------------------------
Able to order lab tests x
- --------------------------------------------------------------------------------
Able to order radiology tests x
- --------------------------------------------------------------------------------
Able to order medications x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Appointment Window
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Display of Physician Schedule x
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Past Appointments x
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Current Appointments x
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Future Appointments x
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Manual appointment logging within Medical Records x
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General Features
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Supports electronic signature x
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Supports electronic transfer of Med. Rec. x
to another location
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Supports FAX of Medical Records documents x
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Supports ticklers/reminder system x
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Supports document/forms building x
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Supports multiple printers to send forms x
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Supports referral notices x
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Supports use of 3rd party report/query tool x
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Supports patient education/index listing of topics x
to print and provide patients about
illness/conditions
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Patient Search/Lookup within Medical Records x
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Able to creat an encounter without an appointment x
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Flow Sheet display x
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Interface Capabilities
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Bi-Directional information flow of the following: x
- --------------------------------------------------------------------------------
Patient Demographics x
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Insurance x
- --------------------------------------------------------------------------------
Contact-Emergency x
- --------------------------------------------------------------------------------
Providers Info x
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Lab Results x
- --------------------------------------------------------------------------------
Text file results x
- --------------------------------------------------------------------------------
Abnormal range indicators x
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Radiology x
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Imaging x
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Security
- --------------------------------------------------------------------------------
User login verification x
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Audit Trail x
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Customization
- --------------------------------------------------------------------------------
Able to create customized destop display x
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Able to customize forms x
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???
- --------------------------------------------------------------------------------
Able to build dictionary entries for picklists x
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- --Global x
- --------------------------------------------------------------------------------
- --Clinic/Department x
- --------------------------------------------------------------------------------
- --Physician x
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General Windows Feature
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User of color palette x
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Able to size windows x
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Multi-support of various input devices x
- --------------------------------------------------------------------------------
- --pen x
- --------------------------------------------------------------------------------
- --tablet x
- --------------------------------------------------------------------------------
- --mouse x
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- --keyboard x
- --------------------------------------------------------------------------------
- --voice--Via third party COTS product x
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- --Windows '95 compatibility x
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- --On-line Help x
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