1
EXHIBIT 10.13
QUALITY CARE SOLUTIONS, INC.
QMACS SOFTWARE LICENSE
This License is made and entered by and between Quality Care Solutions, Inc, a
Nevada corporation with it's principal place of business at 5030 E. Sunrise
Drive, Phoenix, AZ 85044 (hereinafter referred to as "QCSI"), and Best Health
Care Management Company, Inc., a Pennsylvania corporation with it's principal
place of business at Penn Treaty Park Place, 1341 North Delaware Avenue,
Philadelphia, Pennsylvania 19125 (hereinafter referred to as "CLIENT").
TERMS & CONDITIONS
I. QMACS(TM) SOFTWARE LICENSE GRANT
a) Grant of License. QCSI hereby grants to CLIENT a non-exclusive,
non-transferable license ("License") to use QMACS(R) Software and
QMACS Documentation. This License is expressly made and granted
subject to the terms, conditions, limitations and restrictions as set
forth herein.
b) Fees and Term. To maintain its License hereunder, CLIENT shall pay to
QCSI all fees and costs as provided in Exhibit A to this License.
Provided that all fees and costs are paid timely, and CLIENT complies
with the terms and conditions of this License, the initial term of
this License shall start on May 1, 1999 and end on December 31, 2002.
Thereafter, the term of this License shall automatically be extended
for consecutive additional terms of three (3) years each, unless
either party provides the other with written notice of such party's
intention not to extend the term at least one hundred twenty (120)
days prior to the end of the initial term or any subsequent term.
c) Sole Use. This license authorizes CLIENT to use QMACS only for
CLIENT's own internal purposes. CLIENT shall not allow any third party
to access, copy or use QMACS or QMACS Documentation, nor shall it use
QMACS to provide time-sharing or data processing services to a third
party without a separate written agreement with QCSI.
d) Ownership/Derivative Works/Safeguard. QMACS Software, documentation,
training materials, plans, prices, configurations, specifications,
techniques, algorithms, schemas, screen prints and processes contained
herein, or any modification, extraction, or extrapolations thereof,
are the property and trade secrets of QCSI and are subject to
copyright protections. Any copyright notice does not imply
unrestricted or public access. No duplication, usage, disclosure, or
publication thereof, in whole or in part, for any purpose is
permitted, except that which is expressly permitted by this license or
other written permission of QCSI. CLIENT shall include in all copies
made by it notices of copyright and other proprietary rights included
by QCSI in or on the QMACS Software and Documentation provided to
CLIENT. All copies of QMACS Documentation are provided to CLIENT only
for the duration of this License and only for the purpose of
facilitating the use by CLIENT of QMACS. CLIENT specifically agrees
that any derivative works or modifications of QMACS shall be the
property of QCSI and CLIENT hereby assigns all title and ownership
interest therein to QCSI. Derivative works are any modifications of
QMACS Software or work, which is based on QMACS Software source or
object code, or which requires QMACS Software to function. Such
derivative works shall be deemed to be QMACS for the purposes of this
License. QCSI's representations, warranties and liabilities shall not
extend to derivative works and modifications. CLIENT agrees to
safeguard all code against non-licensed use, copying, transfer or
inspection by any third party. CLIENT shall require all persons and
entities to whom CLIENT has granted authority to save data or who have
access to any Executable Code to execute and submit to QCSI a
confidentiality agreement.
e) Breach. In the event of a breach or the threat of a breach of this
License, QCSI, in addition to any other remedies it may have at law or
in equity, shall be entitled to a restraining order, preliminary
injunction, and other appropriate relief so as to specifically enforce
the terms of this License, and any other agreement entered into in
conjunction with this license. CLIENT agrees that a breach of this
License would cause QCSI irreparable injury. This License may be
terminated with ninety (90) days prior written notice if either Party
fails to comply with the terms, conditions or any covenant under this
License and fails to perform or cure the same within forty-five (45)
days of receipt of written notice.
f) Loss or Damages to QMACS Software and QMACS Documentation. In the
event of loss, damage, or destruction of any of the QMACS Software or
QMACS Documentation, it will be replaced by QCSI at the written
request of CLIENT. CLIENT shall pay QCSI's reasonable reproduction and
delivery expenses for such replacement.
g) Obligations Upon Termination. Upon expiration or termination of the
License, all Copies of QMACS Software and QMACS Documentation shall
promptly be delivered to QCSI or destroyed by CLIENT, and CLIENT shall
certify the same in writing within ninety (90) days.
h) Standard Support. CLIENT shall receive standard support, as defined by
QCSI policies and procedures, during the term of this License. CLIENT
shall have option to purchase additional or extended support as
mutually agreed by QCSI and CLIENT.
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II. MISCELLANEOUS
a) QMACS Software and Documentation. QCSI will deliver at least one
machine-readable copy (QMACS Executable Code form) of each program for
each QMACS module in accordance with QMACS Documentation. QCSI agrees
to provide one (1) hardcopy and one (1) electronic copy of QMACS
Documentation corresponding to each module to CLIENT as such
Documentation is published or updated. At CLIENT's option, CLIENT may
purchase additional hardcopies of Documentation from QCSI at QCSI's
list price in effect from time to time.
b) QMACS Standard Reports. QCSI will deliver a limited set of standard
reports with the Software. CLIENT acknowledges that third-party report
writing software tools are required to create new reports or modify
QCSI's standard reports. The license fee, support and training cost
for third-party report writing tools are not included in this License
and must be acquired separately. CLIENT acknowledges that QCSI's
standard reports are templates and examples of reports QCSI has
developed for non-specific use. The CLIENT acknowledges responsibility
for the design, development and production of its own reports,
documents, letters and identification cards to be used in conjunction
with the Software. CLIENT agrees the delivery of QMACS Standard
Reports meets any report production requirements of CLIENT.
c) Electronic Data Interface (EDI) Engine. QCSI will deliver a method to
facilitate electronic data import and export to and from the QMACS
database using the National Standard Format ("NSF").
d) Reference Data. QCSI agrees to provide the minimal reference data as
required to configure and test QMACS Software. CLIENT is responsible
for the annual procurement, update and maintenance of all reference
data required to operate the QMACS Software. Reference data includes
but is not limited to the following: International Classification of
Diseases - Version 9 (ICD-9); Common Procedure Terminology (CPT-4);
Common Dental Terminology (CDT), Diagnostic Related Group (DRG);
HCFA's Common Procedure Coding System (HCPCS); Revenue codes; Resource
Based Relative Value Scale (RBRVS); Relative Value Units (RVU);
Medicode's (MDR); Geographic Practice Cost Indices (GPCI), Usual and
Customary Rates (UCR); custom fee schedules; provider types;
specialties; reason codes; edits; service codes; modifiers; and rate
structures. QCSI agrees to provide the data table structure and
interface method to facilitate loading, editing and maintenance of
reference data required to operate QMACS.
e) Software Modification Pursuant to Governmental Regulation. After
written notice to QCSI, CLIENT shall be entitled to receive, without
additional charge, such modifications to QMACS Software as are
required to reflect any mandatory changes in federal government
managed care regulations that are applicable where CLIENT is utilizing
the QMACS Software, excluding EDI interfaces. CLIENT agrees to provide
said regulatory requirement information to QCSI no later than ninety
(90) days prior to its effective date. QCSI shall provide only a
single solution to any given mandatory change, which is required by
the appropriate controlling government agency.
f) Escrow Statement. QCSI shall maintain a copy of the most recent Source
Code for QMACS Software with Ft. Knox Escrow Services Inc. or a
trustee mutually acceptable to QCSI and CLIENT. In the event QCSI
becomes insolvent, makes an assignment of assets for the benefit of
creditors, has a trustee or receiver appointed (either voluntary or
involuntarily), is adjudicated bankrupt, or involuntary bankrupt
proceedings are commenced against QCSI or receiver, or commences any
dissolution or liquidation proceedings, then the trustee shall be
directed to deliver the Source Code to CLIENT. CLIENT shall provide
written notification to both QCSI and trustee of intention to access
Source Code. QCSI shall notify CLIENT who the appointed trustee is,
and give notice prior to any of the actions mentioned herein. CLIENT
shall pay or reimburse QCSI for any costs of Source Code escrow,
escrow maintenance or Source Code access.
III. LIMITED WARRANTY, PATENT, AND COPYRIGHT INFRINGEMENT
a) Limited Warranty. QCSI warrants that it shall remedy any Anomaly
within QCSI's support policy response time after notification is
received from CLIENT. Upon receipt of CLIENT's notice that the
Software is not functioning according to the QMACS Documentation, QCSI
will, without additional cost to CLIENT, provide the technical and/or
programming resources, including personnel with the requisite
expertise, necessary to address and correct the problem provided that
QCSI can replicate the reported problem using CLIENT supplied data in
a standard computing environment. This warranty is conditional upon
CLIENT's computing environment being consistent with QCSI's
recommended hardware and software specifications and in good working
order and further provided that the Software has been properly used
and has not been modified and/or serviced by an entity other than
QCSI. QCSI does not warrant that the QMACS Software will meet CLIENT's
requirements or will operate in the combinations which may be selected
for use by CLIENT, or that the operation of the QMACS Software will be
uninterrupted or error free. This warranty does not extend to QMACS
Software modified by CLIENT or for Anomalies due to CLIENT misuse of
third-party products. QCSI's warranty covers only service to correct
Anomalies reported during the term of this License.
b) NO OTHER WARRANTIES. THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES
EXPRESSED OR IMPLIED. QCSI HEREBY DISCLAIMS ALL WARRANTIES NOT
EXPRESSLY SET FORTH IN THIS LICENSE INCLUDING BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
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PARTICULAR PURPOSE. CLIENT HEREBY DISCLAIMS ANY RELIANCE ON ANY
WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS LICENSE.
c) NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL QCSI BE
LIABLE FOR ANY DAMAGES CAUSED BY CLIENT'S FAILURE TO PERFORM CLIENT'S
RESPONSIBILITIES, OR FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA,
LOSS OF USE OF THE QMACS(TM), COSTS OF RECREATING LOST DATA, OR ANY
OTHER INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF QCSI
HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM
AGAINST CLIENT BY ANY OTHER PARTY.
d) LIMITATIONS ON LIABILITY AND REMEDIES. QCSI'S AGGREGATE LIABILITY FOR
DAMAGES TO CLIENT FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE
FORM OF ACTION, INCLUDING CONTRACT, TORT, COMPUTER MALPRACTICE,
PRODUCTS LIABILITY, STRICT LIABILITY, OR OTHERWISE SHALL BE LIMITED TO
THE AMOUNT OF THE IMPLEMENTATION FEES PAID TO QCSI.
e) Time Limitations. No action, regardless of form, arising out of this
license may be brought by CLIENT later than two (2) years after the
cause of action has arisen and CLIENT has acquired knowledge thereof.
f) Indemnification. QCSI promises to indemnify CLIENT, at QCSI's expense,
against any claim that QMACS Software infringes on a valid patent,
copyright, or trade secret in the United States. QCSI will also pay
all costs, damages, and attorney's fees that a court finally awards as
a result of such claim, to the limit of QCSI's liability as determined
by the court. QCSI's duties under this section are conditioned upon
the following:
1) CLIENT shall give QCSI prompt written notice of any actual or
threatened claim.
2) QCSI shall have control of the defense of any claim and of all
negotiations for the settlement or compromise of such claim.
3) CLIENT shall cooperate with QCSI in the defense or settlement of
any claim at QCSI's expense.
4) The claim does not arise out of CLIENT's modification of QMACS
Software or the use of QMACS Software in combination with
anything not approved by QCSI.
If a patent, trade secret or copyright infringement occurs, or in
QCSI's judgment is likely to occur, QCSI, at it's option and expense,
may either procure the right for CLIENT to continue using the QMACS
Software, or replace or modify it to be functionally equivalent, to
the satisfaction of CLIENT, so that it becomes non-infringing. If
neither of the foregoing alternatives is reasonably available in
QCSI's judgment, CLIENT shall return all copies of QMACS Software and
Documentation in question to QCSI upon QCSI's written request. QCSI
shall refund the pro-rata cost of the implementation fee paid to QCSI
of the specific module based on a five-year useful life.
IV. GENERAL PROVISIONS
a) Applicable Law and Arbitration. This License shall be construed and
interpreted in accordance with the laws of the State of Arizona and
the venue for any dispute whatsoever shall be in the Superior Court of
Maricopa County, Arizona. In the event that the Parties are unable to
resolve within a reasonable time any controversy, dispute or claim
arising out of or in connection with this License, or its
interpretation, performance or termination, binding arbitration shall
be conducted in accordance with the rules of the Arizona Arbitration
Act, A.R.S. Section Section 12-1501 et seq., and the Commercial
Arbitration Rules of the American Arbitration Association ("AAA"). In
the event of arbitration or litigation, the prevailing Party shall be
entitled to recover costs and expenses including reasonable attorney's
fees.
b) Assignment. CLIENT has neither the power nor the right to delegate any
duty under this License, to grant any sub-license under this License,
or to assign or transfer the license, or any right under any agreement
executed in connection with this license without the prior written
approval of QCSI, which shall not be reasonably withheld. Any attempt
by CLIENT to assign any right or duty under this license shall be void
as a matter of law.
c) Export Act. CLIENT hereby warrants and certifies that no part of the
QMACS Software, modifications thereof, documentation thereto,
applicable manual(s) or any related item or product will be made
available or exported to any country in contravention of any law of
the United States, including the Export Administration Act of 1979 and
regulations relating thereto.
d) Modification of the Agreement/Entire Agreement. This License
supersedes all oral or written agreements, if any, between the Parties
and constitutes the entire agreement between the parties with respect
to the matters contained herein. Any modification, amendment,
cancellation, or waiver of rights under this License shall be
effective only if in writing signed by an Officer of the Party against
whom enforcement of the same is sought. No waiver of any breach of
this License shall be construed as a waiver of any other rights under
this License. No delay in acting with regard to any breach shall be
construed as a waiver of the breach.
e) Reservation of Rights. All rights of QCSI not expressly granted to
CLIENT in writing are reserved.
f) Severability. In the event that any provision of this License shall
become or be unenforceable, invalid, void or voidable, the same shall
be limited, construed or, if necessary, limited to the extent
necessary to remove such defect and the remaining provisions shall
continue to bind the Parties as though the unenforceable, invalid,
void or voidable part are not a part of the License.
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g) Force Majeure. Either party shall be excused for failures and delays
in performance of their respective obligations under this License
caused by war, riots or insurrections, laws and regulations, strikes,
floods, fires, explosions, or other catastrophes beyond the control
and without the fault of such party. This provision, shall not,
however, release such Party from using its best efforts to avoid or
remove such cause, and such party shall continue performance hereunder
with the utmost dispatch whenever such causes are removed. Upon
claiming any such excuse or delay for nonperformance, such Party shall
give prompt notice thereof to the other Party.
h) Recruitment of Personnel. During the initial and any subsequent term
of this License and for a period of one (1) year thereafter, neither
QCSI nor CLIENT will hire, employ or contract with directly or
indirectly any key employee(s) of the other for a period of one
hundred twenty (120) days following termination of such employee's
employment, without the prior written consent of the other.
i) Exhibits. All exhibits attached to this License are incorporated into
and made part of this License.
IN WITNESS WHEREOF, the Parties hereto have executed this License:
QUALITY CARE SOLUTIONS, INC.
By: /s/ Gregory S. Anderson
Name: Gregory S. Anderson
Title: Chief Executive Officer
Date:
CLIENT
By: /s/
Name:
Title: CEO
Date: 7/28/99
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EXHIBIT A
FEES, RATES AND PAYMENT SCHEDULE
DATA CENTER
[Confidential treatment has been requested]
DATA CENTER/SERVICE CENTER SERVICES:
In addition to a QMACS(TM) Software license, CLIENT has elected to purchase the
following services from QCSI according to the scope of services as defined by
QCSI policies and procedures:
[****] Data Center Core Solution
---
Data Center Core Solution Plus
---
Service Center Core Solution
---
Service Center Core Solution Plus
---
SOFTWARE LICENSE FEE SCHEDULE:
In consideration for the license and services granted hereunder, CLIENT hereby
agrees to pay QCSI according to the following Software License Fee Schedule.
CLIENT hereby agrees to permit QCSI electronic access to CLIENT's enrollment
database monthly for the purpose of determining the count of active members
enrolled on the first day of the respective month for Software License Fee
billing purposes, if applicable. In the event QCSI is unable to determine the
proper enrollment on the first of each month, CLIENT agrees to accept QCSI's
estimation of the enrollment. All estimations of monthly Software License Fees
will be reconciled within ninety (90) days to a corrected amount. The Software
License Fees and the Communication Link are payable beginning with the earliest
of the effective date of this License or the activation of the WAN link and due
monthly thereafter.
MINIMUM MONTHLY FEE:
The Minimum Monthly Fee shall be [****] for [****].
PMPM SOFTWARE LICENSE FEE:
The PMPM Software License Fee shall be the following:
Minimum Monthly Fee plus
$ [****] Per Member Per Month ("PMPM") from [****] members per
month plus
$ [****] Per Member Per Month ("PMPM") over [****] members per month
The above fees are cumulative up to the respective total number of
CLIENT's active members being administered through the use of QMACS(TM)
Software.
COMMUNICATIONS LINK FEE:
CLIENT shall pay [****] per month for WAN/Communication Link services
required for the operation and support of QMACS(TM) Software. WAN
Charges incurred by QCSI over the [****] will be payable by CLIENT.
CLIENT shall be provided with advance notice if WAN charges exceed
[****] and are subject to CLIENT's written consent.
LATE PAYMENT AND INTEREST
CLIENT agrees any payment under this Exhibit A which is more than thirty (30)
days late will accrue interest at the rate of twelve percent (12.00%) per annum
until paid in full. QCSI shall have the right to suspend all its obligations
under this License in the event that any payment is more than forty-five (45)
days late. QCSI agrees to notify CLIENT in writing at least 15 days prior to
suspending its obligations for late or non-payment.
In the event that CLIENT determines in its reasonable judgment that a billing
error has occurred, CLIENT must notify QCSI in writing within thirty (30) days
of receipt of such erroneous items. CLIENT agrees to pay all undisputed items on
an invoice, which may have disputed items contained thereon. QCSI agrees that no
interest shall be applicable for contested invoice items until thirty (30) days
following QCSI's response to CLIENT's notice of billing error.
TRAVEL AND EXPENSE GUIDELINES
CLIENT agrees to reimburse or pay QCSI for reasonable travel, lodging, and per
diem expenses for meals, which are incurred by QCSI at the CLIENT's office
within 30 days of receipt of invoice for reimbursement of expenses. Such
guidelines shall apply to all services provided by QCSI including installation
of QMACS(TM) Software, Implementation Services, Training, and Support Services.
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CONVERSION OPTION
At any time during the term of this License, CLIENT may exercise the option to
discontinue use of QCSI services for data center/service center programs and
convert to the standard QMACS licensing program ("Conversion"). Under such
Conversion, CLIENT shall assume QCSI's responsibilities under QCSI data
center/service program per QCSI policies and procedures. The following shall
apply the first day of the month following such Conversion:
MINIMUM MONTHLY FEE: [Confidential treatment has been requested]
The Minimum Monthly Fee shall be [****] for [****].
PMPM SOFTWARE LICENSE FEE:
The PMPM Software License Fee shall be the following PMPM Software
License Fee to the respective level of active members:
Minimum Monthly Fee plus
$ [****] Per Member Per Month ("PMPM") from [****] members per month
plus
$ [****] Per Member Per Month ("PMPM") over [****] members per month
The above fees are cumulative up to the respective total number of
CLIENT's active members being administered through the use of QMACS(TM)
Software.
COMMUNICATIONS LINK
CLIENT shall be financially responsible for all costs associated with
the communication link for QCSI support.
SUPPORT
CLIENT shall receive standard support per QCSI policies and procedures.
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EXHIBIT B
IMPLEMENTATION SERVICES PROGRAM
DATA CENTER
ASSESSMENT AND IMPLEMENTATION FEE [Confidential treatment has been requested]
CLIENT agrees to pay QCSI [****] for assessment, implementation, QCSI purchase
of hardware and communications link, set-up and training for each of CLIENT's
subcontractors as mutually agreed in Exhibit C to this License; provided,
however that CLIENT shall not be required to pay QCSI such Assessment and
Implementation Fee for any subcontractor so long as CLIENT has converted from
the QCSI data center program to the standard QMACS licensing program as provided
in Exhibit A, it being understood that following such conversion: (i) CLIENT
will function as the central contact between QCSI and such subcontractor, (ii)
CLIENT will provide all administrative and processing services to such
subcontractor, (iii) QCSI will not be required to establish a separate
communications link for such subcontractor, and (iv) QCSI will not be required
to upgrade and/or purchase additional hardware for such subcontractor.
QCSI acknowledges the payment of the Assessment and Implementation Fee for El
Paso First Health Network.
IMPLEMENTATION SERVICES
For each of CLIENT's subcontractors and upon execution of an amendment to
Exhibit C to this License, the Implementation Fund will be credited with 100
Service Units. All Implementation Services rendered by QCSI on behalf of CLIENT
are charged to the Implementation Fund. Implementation Services means all
services rendered by QCSI on behalf of CLIENT during each Implementation plan
phase and as governed by IMPACT.
The Implementation Fund is reconciled upon completion of Implementation. If the
Implementation Fund has a Deficit, CLIENT must pay such Deficit within thirty
(30) days from date of notice by QCSI. Such Service Units will be charged QCSI's
prevailing rates and according to QCSI policies and procedures.
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EXHIBIT C
CLIENT'S SUBCONTRACTORS
QCSI acknowledges that CLIENT is providing certain administrative and management
services to CLIENT's subcontractors. QCSI grants express permission for CLIENT
to utilize QMACS in order to render such services. CLIENT shall assure that such
third parties shall agree to the terms and conditions expressed in this License
herein. CLIENT shall not be permitted to assign or sublicense QMACS without the
express written permission of QCSI.
SUBCONTRACTOR LOCATION EFFECTIVE DATE
- ------------- -------- --------------
El Paso Health Network El Paso, TX 05/01/99
The monthly fees payable to QCSI pursuant to Exhibit A shall be computed based
on the total enrollment of CLIENT and all of CLIENT's subcontractors, so long as
CLIENT has converted from the data center program to the standard QMACS
licensing program, it being understood that following such conversion: (i)
CLIENT will function as the central contact between QCSI and each of CLIENT's
subcontractors, (ii) CLIENT will provide all administrative and processing
services to CLIENT's subcontractors, (iii) QCSI will not be required to
establish a separate communications link for such subcontractors, and (iv) QCSI
will not be required to upgrade and/or purchase additional hardware for such
subcontractors.
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Quality Care Solutions
Information Technology
for Health Care
May 12, 1999
Ken Atlee
VP, Information Services
Best Health Care Management Co.
Penn Treaty Park Place
1341 No. Delaware Avenue, Ste. 500
Philadelphia, PA 19125
Dear Ken:
This is a letter of agreement for the purpose of allowing Best Health Care
Management ("CLIENT") to evaluate certain "beta" software ("Beta Software")
developed and owned by Quality Care Solutions, Inc. ("QCSI"). Please sign below
and return this original to my attention to accept the terms of this letter of
agreement ("Agreement").
/ / QCSI is granting CLIENT a non-exclusive and limited right to use the Case
Management module of QMACS(c) including database schema. This Agreement does
not entitle CLIENT to any documentation, support or telephone assistance.
/ / CLIENT will use Beta Software for evaluation purposes only for a period of
no longer than sixty (60) days from the date of this Agreement. At the end
of sixty (60) days, CLIENT will provide to QCSI a written statement
certifying that the Beta Software was destroyed and/or permanently erased.
/ / There is no warranty for this Beta Software and QCSI shall not be liable for
any damages or loss of data due to the use of this Beta Software.
/ / QCSI is under no obligation to develop, maintain or market the Beta
Software. Future versions of the Beta Software, if any, may not be
compatible with the current evaluation or beta-test release of the Software.
/ / All Terms and Conditions of the Agreement between QCSI and CLIENT effective
May 1, 1999 remain as executed.
CLIENT agrees to the terms and conditions of this Agreement.
By:
Name:
Title:
Date:
Sincerely yours,
/s/ Kara Dowdall
- ----------------------------------
Kara Dowdall
Vice President, Client Communications &
Contract Management
QCSI
[QMACS LOGO] [MICROSOFT LOGO]
5030 E. Sunrise Drive // Phoenix, AZ 85044 // 602.940.6432 // FAX 602.940.1388
10
QUALITY CARE SOLUTIONS, INC.
QMACS SOFTWARE LICENSE
AMENDMENT NUMBER ONE
This is Amendment Number One to the License Agreement (the "License")
entered effective May 1, 1999 by and between Quality Care Solutions, Inc., a
Nevada corporation with its principal place of business at 5030 E. Sunrise
Drive, Phoenix, Arizona 85044 ("QCSI"), and Best Health Care Management, Inc.,
a Pennsylvania corporation with a principal place of business at Penn Treaty
Park Place, 1341 North Delaware Avenue, Philadelphia, Pennsylvania 19125
("CLIENT").
WHEREAS, the parties wish to amend the terms of the License;
NOW, THEREFORE, the parties hereby agree as follows:
1. Section I, Paragraph (a) is hereby amended by adding the following
new sentences at the end of such Paragraph:
"The License includes the right to use newly released versions of the
QMACS Software and updates. The currently released version of the
QMACS Software that is being provided to CLIENT is Version 4 without
case management and imaging functionality. Capitalized terms used but
not defined herein shall have the meanings ascribed to such terms in
the QCSI Client Guide (the "Client Guide"), dated February 25, 1999, a
copy of which was provided to CLIENT, which Client Guide may be
amended or updated from time to time provided that it does not limit
or decrease CLIENT's rights thereunder or under the License; provided,
however, that the definition of the term "Anomaly" in the Client
Guide shall be deemed to include the failure of the QMACS Software to
function, at any time during the term of this License, in accordance
with the Documentation, the Client Guide or QCSI's responses to
CLIENT's Request for Proposal, as such responses are reasonably
interpreted by QCSI, or any other technical specifications published
by QCSI; and provided, further, however, that the annual percentage
increase in the Unit Rate for Purchased Service Units shall not be
greater than the annual percentage increase in the Consumer Price
Index (All Urban Consumers - U.S. City Average - All Items). The
Client Guide is hereby incorporated herein by reference."
2. Section I, Paragraph (b) is hereby amended by adding the following
new sentences at the end of such Paragraph:
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"After the initial term, QCSI shall have the right to adjust the
software license fee rates, effective January 1 of each year, in
accordance with QCSI's prevailing policies; provided, however, that
in no event shall the software license fee rate be increased more
than 3% each year. QCSI shall provide CLIENT with thirty (30) days
prior written notice of any software license fee adjustments. Upon
the good faith termination of this Agreement or the expiration of
this Agreement, QCSI shall negotiate in good faith with El Paso
County Hospital District and with CLIENT's subcontractors, including,
without limitation, El Paso First Health Network, a Texas
not-for-profit corporation, to grant each of them a license to use
QMACS Software and QMACS Documentation at QCSI's prevailing rates and
terms."
3. Section I, Paragraph (c) is hereby amended by adding the following new
sentences at the end of such Paragraph:
"Notwithstanding the foregoing, QCSI acknowledges that CLIENT is
providing certain administrative and management services to CLIENT's
subcontractors, which includes the use of QMACS Software and QMACS
Documentation. QCSI grants express permission for CLIENT to utilize
QMACS Software and QMACS Documentation in order to render such
services and, in connection therewith, for CLIENT's subcontractors to
use QMACS Software and QMACS Documentation, provided, however, that
any such subcontractors shall agree to the terms and conditions
expressed in this License. CLIENT shall have the right, in its sole
discretion, to provide such services to additional subcontractors
other than those listed on Exhibit C to the License. CLIENT agrees to
use reasonable commercial efforts to provide QCSI with 90 days prior
notice if QCSI implementation work is required with respect to any
such additional subcontractors."
4. Section I, Paragraph (e) is hereby amended by adding the following new
sentence at the end of such Paragraph:
"CLIENT may terminate this License if the QMACS Software does not
function in accordance with the QMACS Documentation, the Client Guide
and QCSI's responses to CLIENT's Request for Proposal, as such
responses are reasonably interpreted by QCSI, if QCSI fails to cure
the same within the cure period set forth in the QMACS Documentation
or the Client Guide, as applicable, or if no such cure period is set
forth therein, then within forty-five (45) days of receipt of written
notice thereof."
5. Section I, Paragraph (g) is hereby amended by adding the following new
sentence at the end of such Paragraph:
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"Notwithstanding the foregoing, upon expiration or termination of this
License, QCSI shall deliver all archived data and backups to CLIENT on
Microsoft SQL Server back-up format."
6. Section I, Paragraph (h) is hereby amended by adding the following
new sentence at the end of such Paragraph:
"QCSI policies and procedures shall mean those policies and procedures
outlined in the QCSI Client Guide."
7. Section II, Paragraph (f) is hereby amended by adding the following
new sentences at the end of such Paragraph:
"The parties agree that the license granted herein is a right to
intellectual property as that term is used in Section 365(n) of Title
11, United States Code (the "Bankruptcy Code") and in addition to any
other rights, Client shall have all rights under Section 365(n) of the
Bankruptcy Code. QCSI acknowledges that if QCSI, as a
debtor-in-possession or a Trustee in Bankruptcy in a case under the
Bankruptcy Code, rejects the License or this Escrow Statement, Client
may elect to retain its right under the License or this Escrow
Statement as provided in Section 365(n) of the Bankruptcy Code. Upon
CLIENT's written request to QCSI or such Bankruptcy Trustee, QCSI or
such Bankruptcy Trustee shall not interfere with the right of Client
as provided herein, including the right to obtain the Source Code."
8. Section III, Paragraph (a) is hereby amended as follows:
a. By deleting the phrase "standard computing environment" and
replacing such phrase with "CLIENT'S computing environment, as
reviewed and approved by QCSI."
9. Section III, Paragraph (d) is hereby amended by deleting the words
"THE IMPLEMENTATION FEES PAID TO QCSI" and replacing them with the following:
"TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000). NOTWITHSTANDING
THE FOREGOING, NO SUCH LIMITATION ON QCSI'S AGGREGATE LIABILITY SHALL
APPLY WITH RESPECT TO CLAIMS ASSERTED UNDER SECTION III, PARAGRAPH (F)
HEREOF."
10. Section IV, Paragraph (b) is hereby amended by adding the following new
sentences at the end of such Paragraph:
"QCSI shall not assign its rights or obligations hereunder without
prior written consent of CLIENT, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, either party shall have the right to
assign this
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License to any affiliate of such party with prior written notice to
the other party."
11. Section IV, Paragraph (g) is hereby amended by adding the following
new sentence at the end of such Paragraph:
"It is expressly understood that the failure of QMACS Software to
function in accordance with the QMACS Documentation, the Client Guide
and QCSI's responses to CLIENT's Request for Proposal, as such
responses are reasonably interpreted by QCSI, which failure arises
solely out of the occurrence of the Year 2000, shall not constitute a
force majeure event as contemplated in this Paragraph (it being
understood that the foregoing exclusion shall not apply where such
failure is caused by power outages or other events outside of the
control of QCSI, which events are caused by the occurrence of the Year
2000)."
12. Except as expressly modified hereby, all other terms of the License
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number
One as of the date first set forth above.
Quality Care Solutions, Inc.
By: /s/ Gregory S. Anderson
--------------------------------------------
Name: Gregory S. Anderson
Title: President and Chief Executive Officer
Best Health Care Management, Inc.
By: /s/ Donald J. Balaban, M.D.
--------------------------------------------
Name: Donald J. Balaban, M.D.
Title: Chief Executive Officer
4
14
QMACS(TM) IMPLEMENTATION AGREEMENT
This Agreement is made effective as of February 4, 1999 by and between Best
Health Care Management Company Inc. of Penn Treaty Park Place, 1341 N. Delaware
Ave., Philadelphia, PA 19125 referred to as ("CLIENT") and Quality Care
Solutions, Inc., of 5050 E. Sunrise Drive, Phoenix, AZ 85044 referred to as
("QCSI").
In this Agreement, the Party who is contracting to receive services shall be
referred to as CLIENT and the Party who will be providing the services shall be
referred to as QCSI (collectively "the Parties".)
WITNESSETH:
Whereas, QCSI has developed a Managed Care software product referred to as
"QMACS(TM)";
Whereas, CLIENT and QCSI are negotiating the terms and conditions of a separate
agreement (QMACS(TM) System Timeshare and License Agreement, referred to as the
"Current Agreement") whereby CLIENT would license or otherwise use the
QMACS(TM) Software;
Whereas, CLIENT is negotiating certain issues with its customer concerning the
use of the QMACS(TM) Software, including whether such customer might enter into
an agreement directly with QCSI;
Whereas, CLIENT or its customer intend to enter into an agreement (either the
Current Agreement, or a QMACS(TM) DataCenter License Agreement or a QMACS(TM)
License Agreement, collectively referred to as "QMACS(TM) Agreement") with QCSI;
Whereas, CLIENT desires to begin the QMACS(TM) Software implementation process
prior to entering into any such agreement;
Whereas, QCSI is willing and able to commence the implementation process upon
execution of this QMACS(TM) Implementation Agreement;
Now, therefore, CLIENT and QCSI, intending to be legally bound, agree as
follows:
1. SCOPE OF ENGAGEMENT AND SERVICES. Beginning on or before February 12, 1999,
QCSI will provide Implementation services as defined in "Exhibit A - Scope
of Work (collectively, the Services). The overall scope of this engagement
is to assist CLIENT with installation and configuration services for the
set-up and operation of the QMACS(TM) Software on computer and network
systems provided by CLIENT.
2. PERFORMANCE OF SERVICES. The manner in which the Services are performed
and the specific hours to be worked by QCSI shall be determined by QCSI.
The Parties agree that time is of essence and the Parties will use their
best efforts to insure the timely progress of their respective
responsibilities. CLIENT will rely on QCSI to work as many hours as may be
reasonably necessary to fulfill QCSI's obligation under this Agreement.
3. FEES AND PAYMENT. CLIENT agrees to pay QCSI for all services performed and
billed to CLIENT by QCSI as follows: [Confidential treatment has been
requested]
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(C)Quality Care Solutions, Inc. 02/03/99
**** - Confidential Treatment Requested
15
CLIENT agrees to pay QCSI [****] upon signing this Agreement for Services
as set out in Exhibit A. This payment entitles CLIENT to up to one hundred
(100) person hours of work effort for the implementation of the
QMACS(TM)software.
The [****] implementation payment will be applied to either the CLIENT's
QMACS(TM) Agreement or the CLIENT's customer's QMACS(TM) Agreement if the
customer signs a QMACS(TM) Agreement instead of the CLIENT, and in any
case, is not refundable.
The CLIENT will receive a written estimate of additional time required, if
any, beyond the [****] hours stating the reason for the need for additional
time, and that CLIENT must give prior written approval before the
additional work starts.
Additional time required will be charged to the CLIENT based on Service
Units. The rate per Service Unit when billed by QCSI is $[****] per Service
Unit per person. A Service Unit is equivalent to one (1) person hour of
work but will be adjusted for the skill and experience level of the person
selected or required to do the work. More experienced and senior level
consultants or very complex tasks will be quoted from one and one-half (1
1/2) to three times (3) the base Service Units per person hour.
Alternatively, CLIENT can purchase Service Units in blocks of forty service
units for a discounted amount when scheduled and paid in advance and
according to the following service unit fee schedule:
The rate for a [****] Service Unit block is $[****]
The rate for a [****] Service Unit block is $[****]
The rate for a [****] Service Unit block is $[****]
The rate for a [****] Service Unit block is $[****]
CLIENT agrees any payment under this section which is more than thirty (30)
days late will accrue interest at the rate of Twelve (12%) percent per
annum (or the highest rate of interest allowed by applicable law if lower)
until paid in full.
4. EXPENSE REIMBURSEMENT. QCSI shall be entitled to reimbursement from CLIENT
for all reasonable and customary travel, food, lodging and "out of pocket"
expenses incurred during this engagement. QCSI will use best efforts to
utilize economy class air travel. CLIENT will approve air travel requiring
Business Class or First Class fares in writing before ticket purchase.
5. SUPPORT SERVICES. CLIENT will provide the following support services for
the benefit of QCSI staff working on this engagement:
- Conference room or office space to conduct meetings
- Staff time and secretarial support as requested and needed
- Access to office equipment i.e. Fax, Phone, Computer equipment
while on site if needed.
6. NEW PROJECT APPROVAL. Both Parties recognize that QCSI's Services could
include working on various other associated sub-projects for CLIENT. QCSI
and CLIENT agree all changes in project scope, deliverables and additional
costs will be communicated and agreed to in writing, prior to the
commencement of new services or requests.
(c) Quality Care Solutions, Inc. 2 02/03/99
**** - Confidential Treatment Requested
16
7. TERM/TERMINATION.
The term of this Agreement shall be for a period defined as the
Effective Date of this Agreement through April 15, 1999. The parties agree
that fees earned, billed and paid for services rendered are non-refundable
when this Agreement is terminated.
If the CLIENT or its customer does not execute a QMACS(TM) Agreement on or
before March 31, 1999, then QCSI shall discontinue Implementation work
effort and all fees and monies due QCSI shall be immediately paid to QCSI
by CLIENT. In the event that a QMACS(TM) Agreement is not executed with
QCSI, then neither Party will have a future claim against the other Party,
except for any unpaid fees owing to QCSI as set forth in Section 3 - FEES
AND PAYMENT.
This Agreement will be superseded in its entirety by any new QMACS(TM)
Agreement.
8. RELATIONSHIP OF PARTIES. The parties agree that QCSI is an independent
contractor with respect to CLIENT, and not an employee of CLIENT. CLIENT
will not provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of QCSI.
9. EMPLOYEES. QCSI'S employees, sub contractors hired by QCSI if any, who
perform Service for CLIENT under this Agreement shall also be bound by the
provisions of this Agreement.
10. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to
copyrightable works, ideas, discoveries, inventions, applications for
patents, and patents (collectively, "Intellectual Property"):
a. QCSI'S Intellectual Property. QCSI holds an interest in the
Intellectual Property that is QMACS(TM) (Quality Managed Care
Solution) Managed Care Software and various software products
and enhancements which are products CLIENT is considering
licensing. QCSI will be discussing QMACS(TM) trade secrets and
intellectual property with CLIENT as a result of this engagement.
CLIENT agrees that all notes, design documents, evaluation
documents, schemas, questionnaires, transcribings are the sole
property of QCSI and considered by QCSI as its intellectual
property.
b. Development of Intellectual Property. Any improvements to
Intellectual Property items of QCSI, further inventions or
improvements, and any new items of intellectual Property
discovered or developed by QCSI (or QCSI's employees, if any)
during the term of this Agreement shall be the property of QCSI,
subject to CLIENT'S right to acquire such Intellectual Property
on terms agreeable to QCSI and CLIENT through a license
agreement. CLIENT will not acquire development, experimentation,
or adaptation for manufacture, sale or use.
11. CONFIDENTIALITY. In order for the parties to discuss a potential business
relationship, they may need to disclose confidential or proprietary
information to each other regarding their business activities and plans,
including but not limited to information relating to their respective
financial results and projections, costs and prices, customers, suppliers,
employees, consultants, technologies, database schema, intellectual
property, documentation, software screens, development plans, technical and
business strategies, and trade secrets (the "Confidential Information").
Confidential Information includes draft and executed contracts and exhibits
exchanged by the parties. The parties agree to protect each other's
Confidential Information disclosed before or after the execution of this,
Agreement on the following terms:
(c)Quality Care Solutions, Inc. 02/03/99
3
17
a. Each Party shall use its reasonable best efforts to keep the other's
Confidential Information secret. Each Party shall use at least the
same degree of care to avoid unauthorized disclosure or use of the
other's Confidential Information as it employs with respect to its own
Confidential Information of like importance.
b. Neither Party has any obligation with respect to any Confidential
Information which (1) that Party independently develops; (2) is or
becomes publicly known without a breach of this Agreement by either
Party; (3) is disclosed to it by a third person who is not required to
maintain its confidentiality; (4) is known by the receiving Party
prior to the date hereof without obligations of confidentiality; or
(5) is approved for release by the other Party in writing. The Party
claiming any of the above exceptions has the burden of proving its
applicability.
c. Each Party may disclose Confidential Information to its own officers,
directors, employees and advisors whom reasonably needs to know it.
Each Party shall take appropriate action (by instructions, agreement,
or otherwise) with its employees and advisors to satisfy its
obligations under this Agreement. Each Party shall be responsible to
the other for any violation of this Agreement by its own officers,
directors, employees, or advisors.
d. Neither Party may disclose Confidential Information to any person not
described in Section 11 above without the prior written consent of the
other Party, and without also first obtaining from each such person an
agreement substantially identical to this Agreement in form (a
"Companion Agreement").
e. Neither Party may print or copy, in whole or in part, any documents or
magnetic media containing any Confidential Information without the
prior written consent of the other Party other than copies for its
directors, employees or advisors who are working on the matter.
f. Neither Party may use the other's Confidential Information for
competing with the other or for any purpose in furtherance of the
business relationship between them.
g. Each Party's Confidential Information shall remain its own property.
Upon the termination of the business relationship or upon request,
whichever is sooner, each Party shall return all of the other's
Confidential Information, or destroy it and provide the other Party
with written certification of such destruction.
h. If either Party becomes legally obligated, or receives a subpoena or
other legal demand, to disclose any of the other Party's Confidential
Information, the Party subject to the obligation shall notify the
other Party in writing immediately, shall cooperate with the other
Party in seeking a protective order or other appropriate remedy, and
shall use its reasonable best efforts to protect the confidential and
proprietary status of any disclosed Confidential Information.
i. Each Party agrees that in the event of a breach or threatened breach
by either Party, including its agents, directors, or employees, of the
provisions of this Agreement, the non-breaching Party may have no
adequate remedy in money damages and, accordingly, shall be entitled
to an injunction against such breach, in addition to any other legal
or equitable remedies available to it.
j. Neither Party may assign its rights or obligations under this
Agreement. No modification of this Agreement shall be effective unless
in writing and signed by both parties. No waiver of any provision of
this Agreement shall be effective unless signed by the waiving Party.
This Agreement is the entire agreement between the parties on
nondisclosure of confidential information and supersedes all prior
representations and agreements between the parties on that subject.
11. RETURN OF INFORMATION AND INTELLECTUAL PROPERTY. Upon termination of this
Agreement or upon request, each Party shall deliver all intellectual
property, software, schemas, records, notes, data, memoranda, models and
equipment of any nature belonging to the other Party to the owner.
(c) Quality Care Solutions, Inc. 02/03/99
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12. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deem delivered when delivered in person or deposited
in the United States mail, postage prepaid and addressed as follows:
FOR QCSI: FOR CLIENT:
Chief Executive Officer Chief Executive Officer
Quality Care Solutions, Inc. Best Health Care Management Company, Inc.
5030 E. Sunrise Drive Penn Treaty Park Place,
Phoenix, AZ 85044 1341 N. Delaware Ave., Suite 500
Philadelphia, PA 19125
13. ENTIRE AGREEMENT. This Agreement contains the entire Agreement of the
parties and there are no other promises or conditions in any other
agreements whether oral or written except as mentioned and provided for in
this Agreement.
14. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
15. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed and enforced as so limited.
16. WAVIER OF CONTRACTUAL RIGHT. The failure of either Party to enforce any
provision of this Agreement shall not be construed as a wavier or
limitation of that Party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.
17. APPLICABLE LAW. This Agreement is governed by the laws of Arizona without
regard to its rules on conflicts of law, and both parties consent to the
venue and jurisdiction of its courts.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement which is
effective as of the fourth day of February, 1999.
CLIENT: QCSI:
Best Health Care Management Company, Inc. Quality Care Solutions, Inc.
By: /s/ Donald J. Balaban, MD By: /s/ Gregory S. Anderson
------------------------- ----------------------
Printed Name: Donald J. Balaban, MD Printed Name: Gregory S. Anderson
Title: President & CEO Title: President & CEO
19
EXHIBIT "A"
SCOPE OF WORK FOR IMPLEMENTATION ENGAGEMENT
OBJECTIVE OF ENGAGEMENT:
The goal of this engagement is for QCSI and CLIENT staff to configure set-up
and implement the QMACS(TM) Software for the use and benefit in the CLIENT's
business.
STATEMENT OF UNDERSTANDING:
The Parties agree that the success of this engagement is dependent upon each
other providing accurate and factual information to each other timely. The
responsibilities and tasks outlined in this exhibit require cooperative effort
and are not exclusive to one Party. The Parties agree that time is of essence
and agree to use their best efforts to meet deadlines and dates.
The Parties recognize the possibility of differences in interpretation and
meaning between the questions included in the QCSI'S questionnaire and CLIENT'S
responses thereto as incorporated herein and included in this Exhibit A, if
applicable. The Parties therefore agree that in the event of a difference of
opinion as to the nature or extent of any function to be performed by any of the
QCSI's Applications or QCSI's reasonable interpretation and meaning of a
question and/or response in the questionnaire, then the QCSI's interpretation
shall prevail.
SCOPE OF WORK TO BE PERFORMED BY QCSI:
The Scope of Work to be performed by under this Agreement is outlined in the
following document titled "DataCenter IMPACT"
DATACENTER IMPACT
Implementation Model for Planned Application Configuration and Transition
INTRODUCTION TO DATACENTER IMPACT
DataCenter IMPACT is QCSI's Implementation Model for Planned Application
Configuration and Transition for DataCenter clients. It was developed to ensure
successful implementations of QMACS(TM) for small healthcare organizations. It
marries proven techniques for enterprise-wide deployment of technology with
tested methodologies appropriate to the unique characteristics of the
healthcare industry.
The purpose of DataCenter IMPACT is to orchestrate a smooth transition to the
QMACS system and business processes. An ideal DataCenter IMPACT project will be
evolutionary from the perspective of the end user, while being revolutionary
from the perspective of gained business intelligence and control. However,
because of the interdepartmental dependencies inherent in healthcare management
and administration, most operational departments in your organization will be
effected by QMACS(TM). Managing the changes that effect people and processes for
a positive result is the primary objective of DataCenter IMPACT.
QMACS(TM) was selected by your organization because of its unsurpassed
functionality and state-of-the-art technology. Once implemented, QMACS(TM)
positions you for rapid growth, unparalleled access to business intelligence
and protection from technology obsolescence that can compromise competitiveness
and quality initiatives. The enterprise-wide benefits of a QMACS(TM)
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DataCenter IMPACT project are significant and fully justify the effort,
discipline and commitment required by your company's executive management team
and the DataCenter IMPACT team.
DATACENTER IMPACT PROCESS
There are six (6) phases to DataCenter IMPACT. Each phase requires its own
timeline and is dependent upon the successful completion of previous phases. A
standard DataCenter IMPACT project requires a minimum of 60 days to complete.
Your organization's ability to assist the QCSI DataCenter team and your ability
to complete each phase as quickly and accurately as possible will be the
primary contributing factors to the ability of the DataCenter IMPACT team to
meet its target dates.
DataCenter IMPACT begins the day the QMACS(TM) Software License is executed. It
ends when the first check processed by QMACS(TM) is mailed to a provider or
member. Longer time lines may be required if product enhancements are required,
the conversion effort is challenging, or the information and resources required
from your organization are not readily available.
Weekly updates during DataCenter IMPACT are generated for management review to
monitor progress and, if necessary, remove potential barriers or extend target
dates. This document describes each phase of DataCenter IMPACT with
expectations and optimal time requirements.
DATACENTER IMPACT PARTNERSHIP
DataCenter IMPACT is successful only when there is cohesive thinking,
planning and commitment from the QCSI DataCenter/Client partnership.
This partnership can result in growth and profitability for both organizations
and is strengthened by a shared commitment to success. While risk is an
inherent factor in any business endeavor or partnership, DataCenter IMPACT's
collaborative processes were designed to minimize or eliminate most of the
risks associated with a QMACS(TM) implementation are.
DataCenter IMPACT is a proven model. However, its success in your organization
is largely dependent on the following:
- The commitment and sponsorship of your executive team.
- A corporate initiative that encourages creativity and change.
- The full-time participation and direction of a DataCenter IMPACT
project manager.
- The expertise and availability of your DataCenter IMPACT team.
- The timely completion of required tasks and activities.
From Agreement execution to completed implementation, QCSI DataCenter will
support you during the IMPACT project. In fact, QCSI assigns our own
cross-functional DataCenter IMPACT team to work with your teams throughout the
IMPACT. Experience has taught us that only through this partnership can we
mutually benefit and achieve the desired results.
DATACENTER IMPACT RISKS
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The majority of activities that must be completed during your QMACS(TM)
implementation are based on proven standards QCSI DataCenter has implemented.
Throughout DataCenter IMPACT there will be milestones and decision points. A
great deal of work must be completed in a short amount of time. One group of
activities is often dependent upon completion of another group of activities.
Targeted completion dates can be ambitious. Resources are limited. These
characteristics provide unique challenges and are the foundation for risks
associated with a DataCenter IMPACT project. Specific elements that would
negatively affect your DataCenter IMPACT time lines include the following:
- Limited availability of personnel.
- Lack of information or incomplete information.
- Unrealistic deadlines or unmet deadlines and milestones.
- Unrealistic conversion requirements.
- Availability of required hardware and software.
- Development time for custom EDI, reports or enhanced functionality.
DATACENTER IMPACT TEAMS
DataCenter IMPACT requires participation by two (2) cross-functional teams of
experts - one each from QCSI and your organization. These teams should be
established immediately after your decision to implement QMACS(TM) and empowered
to operate throughout the DataCenter IMPACT project. Modifications to the size,
skill set or dedication of the recommended teams may result in an
unsatisfactory implementation that requires many months of attention before
acceptance by your staff is finally achieved. Utilization of predefined
packages offered by the DataCenter will expedite the implementation process.
STEERING COMMITTEE
This team functions as the Steering Committee for DataCenter IMPACT. It
typically meets on a monthly basis and is 'on call' as required. The Steering
Committee is responsible for DataCenter IMPACT strategy development and
management. It is charged with organizational molding and change management.
This team should be empowered with the ability to make business decisions and
effect business processes as required for successful DataCenter IMPACT
completion. The team's ability to anticipate and guide DataCenter IMPACT
activities, as well as corporate cultural conditioning, will effect the speed
with which QMACS(TM) will be integrated in your company.
DataCenter IMPACT Committee includes the following:
Executive Sponsor - Client
DataCenter IMPACT Project Manager - QCSI DataCenter
Chief Financial Officer - Client
Chief Information Officer - QCSI DataCenter
Implementation Executive - QCSI DataCenter
Account Executive - QCSI DataCenter
DATACENTER IMPACT ACTION TEAM
The second team required by DataCenter IMPACT functions as the DataCenter
IMPACT Action Team, responsible for all tasks and activities associated with
the project. Their full-time
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involvement throughout DataCenter IMPACT is a requirement. Limitations in
availability or dedication during the DataCenter IMPACT process will negatively
affect the time required to complete the project as well as the degree to which
QMACS(TM) is accepted and assimilated into your organization.
DataCenter IMPACT Action Team includes the following:
DataCenter IMPACT Project Manager - QCSI DataCenter
Systems/Network Analyst (Communications, NT) - QCSI DataCenter
Data Analyst (EDI, Conversion, Reporting) - QCSI DataCenter/Client
Data Analyst (Database Administration) - QCSI DataCenter
Help Desk Consultant** - QCSI DataCenter/Client
Payment, Capitation, Financial Analysis Professional - Client
Authorization/Utilization Management Professional - Client
Claims Processing Professionals - QCSI DataCenter/Client
Member/Benefits Professional - QCSI DataCenter/Client
Provider/Contracts Professional - QCSI DataCenter/Client
QCSI DataCenter Implementation Team
Team Leader
Team Members
Technical Services Analyst
Account Manager/Coordinator
**Participates in both Technical and business discussions.
QCSI DATACENTER IMPACT PARTICIPANTS
Several members of both QCSI and QCSI DataCenter staff are assigned to your
DataCenter IMPACT project. Two (2) QCSI executives participate on your Steering
Committee, which include the Director or Manager of DataCenter and your QCSI
Account Executive. These executives are experienced healthcare professionals
with many years' experience at the executive and management levels of major
healthcare plans.
Five (5) QCSI QMACS(TM) experts participate on your DataCenter IMPACT Action
Team. Each of these participants individually represents many years' experience
and training in a particular discipline. Together, they are an invaluable
resource to quickly, correctly and smoothly complete your DataCenter IMPACT
project.
DATACENTER/ENGINEERING SERVICES DIRECTOR
The Director or Manager of the DataCenter is responsible for the Implementation
Team, which will be a part of both the Steering Committee and the DataCenter
IMPACT Action Team. This executive's participation on your Steering Committee
solidifies and ensures QCSI commitment and execution of decisions and
activities required from the QCSI Implementation consultants.
This QCSI Executive remains actively involved in your account throughout
DataCenter IMPACT or during implementation of a new line of business where your
organization may require the assistance of an Implementation Team. A primary
responsibility of this position is to identify barriers to achieving the
Success Criteria established and agreed upon by the Steering Committee as well
as ensuring the criteria can be achieved in the time frames identified.
DATACENTER IMPLEMENTATION TEAM
Your QMACS(TM) Implementation Team will participate in the DataCenter IMPACT
Action Team. The members of the team are experienced healthcare professionals
who have received extensive training and are experienced in the QMACS(TM)
system. The Implementation Team Leader is your
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primary contact and will be responsible for all deliverables identified in the
DataCenter IMPACT program. The team conducts the Business Assessment, develops
and presents the Assessment and prepares the QMACS(TM) sample configuration
design documents and the master DataCenter IMPACT project plan. The
Implementation Team remains assigned to your account throughout DataCenter
IMPACT.
ACCOUNT EXECUTIVE
Your QCSI Account Executive is responsible for QCSI compliance with our mutual
agreement. This executive represents QCSI on your Steering Committee and
ensures our adherence and delivery of agreed-upon contractual elements. The
Account Executive will remain actively involved in your account throughout the
term of the agreement and available at any time during and after DataCenter
IMPACT to provide your company with executive level representation.
TECHNICAL ANALYST
A QMACS(TM) Technical Analyst has a role on the DataCenter IMPACT Action Team
and is responsible for conducting the Technical Assessment. This professional
will develop and present your Technical Assessment and remains available as a
technical consultant throughout DataCenter IMPACT.
ACCOUNT MANAGER/COORDINATOR
An Account Manager and Coordinator is assigned to your account upon delivery of
the Master Project Plan. While your Implementation Team Leader is your primary
consulting contact throughout DataCenter IMPACT, the Account Manager assumes
day-to-day responsibility for coordination, scheduling and task management of
DataCenter IMPACT activities once a mutually agreed-upon DataCenter IMPACT
project plan has been developed. The QCSI Account Manager remains responsible
for coordination of day-to-day interaction with QCSI throughout the life of the
Agreement.
SUPPORT STAFF
While the above-identified QCSI and QCSI DataCenter staff are assigned to your
DataCenter IMPACT project and share responsibility for a successful and timely
implementation, a full scope of experts is available throughout the project.
These professionals will be called upon at different intervals during
DataCenter IMPACT to manage the following:
- Design and develop custom EDI utilities or unique reports (Engineering
Services)
- Deliver train-the-trainer seminars and communications (Client
Communications)
- Deliver and install the hardware, database and software installations
and configurations (Systems and Networks Group)
- Assist in hardware and software audits (Technical/Systems and Network
Services)
- Troubleshoot problems and answer questions (Application Engineers)
- Research, specify and evaluate unique functionality that may be
beneficial to your organization and QMACS(TM) customer base (Business
Analysts)
- Respond to any activity that is related to the DataCenter IMPACT project
that will contribute to its success.
TRANSITION PHASE
QCSI has the following responsibilities during the Transition Phase:
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- Advance your account from the Sales and Marketing focus to the Client
Services focus. Consistency is maintained by your Account Executive, who
remains involved with your organization throughout the life of your
Agreement.
- Send a DataCenter IMPACT Start Up Package to help you with the following:
- Identify your Steering Committee and Action Team members
- Identify your QCSI DataCenter IMPACT consultants
- Assemble the discovery documents
- Begin drafting your Success Criteria Document
- Introductory meetings will be conducted with your staff (Steering
Committee and IMPACT Action Team) to review the DataCenter IMPACT process
and the responsibilities of each partner (QCSI DataCenter and your
organization). This is the first opportunity for your IMPACT teams to
meet their QCSI DataCenter counterparts.
- Order the T1 communication line and QMACS(TM) servers according to the
specifications as agreed by your company and QCSI.
- - The Success Criteria Document is presented and reviewed by the IMPACT Action
Team at this meeting. Revisions are made and approved by the Steering
Committee if necessary.
CLIENT RESPONSIBILITIES
Your organization has the following responsibilities during the Transition
Phase:
- Begin to recruit your IMPACT teams and draft the Success Criteria
Document upon receipt of the IMPACT Start Up package. The Success
Criteria Document must identify measurable goals to be achieved at the
Start Up, three-month, six-month and 12-month stages following DataCenter
IMPACT.
- Participate in the Introductory Meeting.
INTRODUCTORY MEETING
The objective of the first Steering Committee meeting is to formalize and agree
upon the Success Criteria. The objective of the first Action Team meeting is to
resolve any questions or concerns related to completing the Business Analysis
Questionnaire or collecting the required discovery documents.
Presentations will be made by QCSI DataCenter staff at both meetings to
describe the DataCenter IMPACT process and QCSI DataCenter policies and
procedures for expediting each DataCenter IMPACT activity. It is expected that
this meeting will be completed at your facility and will require approximately
four hours. All IMPACT team members should have been previously recruited and
should be available to participate in these meetings.
The Assessment Meetings are scheduled at this time. Be sure to allow sufficient
time for your IMPACT staff to complete all discovery documents and return them
to the DataCenter IMPACT team members at least five (5) working days before the
Assessment Meeting date.
If you have questions when you receive your package, contact your
Implementation Team Leader at the telephone, e-mail or beeper number indicated
on the DataCenter IMPACT Contact sheet included in the Start Up package.
DURATION OF TRANSITION PHASE
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This phase begins when your QMACS(TM) Agreement is executed and is completed
with the Introductory Meeting. The Transition Phase can be completed three (3)
weeks after the license agreement is executed.
DELIVERABLES
QCSI DataCenter provides DataCenter IMPACT Start Up Package
Conduct Introductory Meeting
Order T1 line and QMACS(TM) server(s)
CLIENT Draft Success Criteria Document
Participate in the Introductory Meeting
DISCOVERY PHASE
The Discovery Phase is completed when the Assessment Meeting is held. It is
expected that the Assessment Meeting will be conducted two (2) weeks after the
Introductory Meeting is held (five weeks after the license agreement is
executed). The objective of this phase is to compile a complete, documented
reference base to be used to define, configure and setup your QMACS(TM) system
for optimal performance in your business environment. Incomplete or inaccurate
information may result in a faulty or failed project.
QCSI DataCenter has the following responsibilities during the Discovery Phase:
Review Discovery Documents
Conduct Assessment Meetings
ASSESSMENT MEETINGS
The Assessment Meetings include a Technical Assessment and a Business
Assessment. QCSI DataCenter staff will chair each of these meetings and full
participation from the IMPACT Action Team is required. These meetings will be
conducted at your facility and will be held after all discovery documents are
completed and have been reviewed by your DataCenter IMPACT team members. Be
sure that all discovery documents are delivered to your DataCenter team at
least five (5) working days before the Assessment meeting.
The TECHNICAL ASSESSMENT MEETING is chaired by the DataCenter Technical Analyst
assigned to your IMPACT project. Your assigned DataCenter IMPACT Database
Analyst and Systems and Network Analyst will participate.
This meeting should be preceded by a tour of your organization with special
emphasis on your workstations. Approximately four (4) hours are required to
complete this portion of the discovery process at your facility.
The BUSINESS ASSESSMENT MEETING is chaired by the DataCenter Implementation
Team Leader assigned to your DataCenter IMPACT project. Your IMPACT Project
Manager and Professionals must participate. This meeting is dependent upon
completion of the Business Analysis Questionnaire. If this document is not
complete, and has been reviewed by the DataCenter Implementation Team Leader
prior to the Business Assessment, this meeting will be rescheduled.
This meeting should be preceded by a tour of your organization with special
emphasis on the departments that will be using QMACS(TM). Your DataCenter
IMPACT consultants will want to observe the following processes:
Enrollment of a new member
Addition of a provider or contract
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Addition of a new benefit plan
Changes to member, provider, contracts or benefit plan information
Issuing and changing authorizations
Processing claims
Generating payments for capitation and fee for service claims
Generating financial reports
Approximately two (2) days are required to complete this portion of the
discovery process at your facility.
While the above-noted assessment meetings may be scheduled for different dates,
both meetings must be successfully completed prior to development of your
DataCenter IMPACT Assessment and QMACS(TM) Design Document.
CLIENT RESPONSIBILITIES
You have the following responsibilities during the Discovery Phase:
Be prepared to provide all discovery documentation and any pertinent
information about your business and infrastructure at least five (5) working
days prior to the meeting. Key staff from your organization (in addition to
your IMPACT team) may be required to assist in process definition or business
requirements. Please ensure that this personnel is available during this
meeting.
Provide a tour of your operational facilities. This tour should occur prior to
this Assessment meeting.
DURATION OF DISCOVERY PHASE
This phase begins when you receive your Start Up package. It is completed when
all discovery documents have been provided to your DataCenter IMPACT
consultants (approximately two (2) weeks after completion of your Introductory
Meeting) and the Assessment Meetings have been completed at your site
(approximately five (5) working days after the DataCenter receives your
discovery documents). However, since the majority of the discovery effort is
dependent upon the ability of your IMPACT team to collect and document the
information, additional time may be required.
DELIVERABLES
QCSI DataCenter Review of Discovery Documents
Completion of Assessment Meeting
CLIENT Delivery of all Discovery Documents to DataCenter
Tour of operational facility
Participation in Introductory and Assessment Meetings
Approve Success Criteria Document
ASSESSMENT AND DESIGN PHASE
QCSI DataCenter has the following responsibilities during the Assessment and
Design Phase:
DataCenter IMPACT consultants will draft the Assessment document describing
your business infrastructure as it currently exists and as it will be
structured using QMACS(TM) and the DataCenter. These documents will identify
where changes in equipment, processes or staff are necessary.
The DataCenter will also develop a companion Design and Configuration Document,
which describes your QMACS(TM) system. This design/configuration represents the
optimal approach for using QMACS(TM) in your business based on:
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The knowledge gained during the Discovery phase
Your Success Criteria document
The functionality of the QMACS(TM) system
The considerable experience of the DataCenter and QCSI(c)QCSI staff (to include
product designers and engineers where necessary).
During the presentation of these documents your Implementation Team will
provide a "Working System" demonstration of the QMACS(TM) system, configured as
well as defined by the Design/Configuration document. This demonstration
dataset will be used during later phases of your IMPACT project for customized
training and validation.
Client Responsibilities
You have the following responsibilities during the Assessment and Design Phase:
Your IMPACT team will develop a Validation Checklist identifying the tasks that
the fully implemented QMACS(TM) system will be able to demonstrate. Special
attention should be paid to WHAT task should be completed (i.e. 'issue an
authorization within 3 minutes') instead of HOW the task should be completed
(i.e. 'a single data entry screen will be used throughout the new authorization
process'). Additionally, IMPACT participants should be sure to include tasks
that demonstrate completion of the Success Criteria.
The Validation Checklist should be provided to your QCSI Implementation Team at
least five (5) working days prior to the presentation of your individualized
Assessment and QMACS(TM) Design Documents.
During this phase your IMPACT team will be collecting all data to be configured
and loaded into your QMACS(TM) system according to the checklist and worksheets
provided by your DataCenter IMPACT team members.
Duration of Assessment/Design Phase
The Assessment and Design Phase begins with the completion of the Assessment
meeting. Completion of the Assessment and Design/Configuration documents
requires a minimum of 10 working days after the completion of the Assessment
Meeting. In addition, the DataCenter must receive the Validation Document no
later than five (5) working days prior to the Assessment Review meeting. This
phase is completed when the Assessment and Design/Configuration documents are
verified by the DataCenter against your Validation Document and presented to
your IMPACT team at an Assessment Review meeting conducted at your facility.
Deliverables
QCSI DataCenter Assessment Documents (Technical and Business Assessments);
QMACS(TM) Design/Configuration Document;
QMACS(TM) 'Working System' Demonstration;
Conduct Assessment Review Meeting
CLIENT Approved Success Criteria Document
Develop Validation Checklist
Participate in Assessment Review Meeting
Assemble all data to be loaded into the QMACS(TM) system
Approve Assessment/Configuration Document
PLANNING AND PREPARATION PHASE
This phase begins upon your acceptance of the Assessment/Configuration
Document and is completed when all necessary data for QMACS(TM) loading is
complete. This process typically
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requires two (2) weeks but depends in large part on the availability of
information/data within your organization.
DATACENTER RESPONSIBILITIES
QCSI DataCenter has the following responsibilities during the Planning and
Preparation Phase:
The Master Project Plan will be reviewed upon approval of the Assessment,
Design/Configuration, Validation and Success Criteria Documents. The Master
Project Plan will be adjusted, if needed, to ensure timelines are met on
mutually agreed-upon dates.
Upon acceptance of the Master Project Plan by both the DataCenter and your
IMPACT team, the overall management of the IMPACT project passes to the
DataCenter Project Manager. Your QCSI Account Manager is introduced to the
IMPACT team for day-to-day coordination of project activities for which the
DataCenter is responsible or is a participant.
Development of custom EDI processes and reports will begin during this phase.
These customized executables require a minimum of 90 days to design and develop
before they will be available for testing. Development can be delayed if
information provided is incomplete or inaccurate. Response to questions
regarding these processes should be expedited. Contact your Account Manager for
information or status of EDI development.
During this phase we will provide training for your IMPACT team members at
QCSI's Phoenix Training Center.
Your T1 line and QMACS(TM) server(s) will be installed.
CLIENT RESPONSIBILITIES
You have the following responsibilities during the Planning and Preparation
Phase:
The IMPACT team is scheduled for "QMACS(TM) Complete" and 'Train-the-Trainer'
training classes at QCSI's Phoenix Training Facility.
The IMPACT team completes the collection and organization of data for
QMACS(TM) loading using the worksheets provided. Your Account Manager can
verify training schedules and requirements.
DURATION OF PLANNING AND PREPARATION PHASE
This phase begins upon acceptance of the Assessment/Configuration Document. It
includes the development, presentation and acceptance of the IMPACT Master
Project Plan. This phase is completed when training, equipment installation and
data collection/organization is concluded. This process typically requires a
minimum of eight (8) working days.
DELIVERABLES
QCSI DataCenter IMPACT Master Project Plan
QMACS(TM) Complete and Train the Trainer Training
Install T1 line and QMACS(TM) Server(s)
Verification of delivery and installation of hardware and software required to
operate the QMACS(TM) system according to your agreement with QCSI
CLIENT Acceptance of IMPACT Master Project Plan
Complete Service Project Requests for EDI and Reports
Scheduling and Completion of QMACS(TM) Complete and Train-the-Trainer training
Develop customized training materials using Trainer Curriculum provided at QCSI
Train-the-Trainer class
Completion of data collection and organization
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INSTALLATION AND SET UP PHASE
DataCenter has the following responsibilities during the Installation and Set
Up Phase:
To coordinate and complete:
Validation of your QMACS(TM) server(s)
Building of your production and test databases on your QMACS(TM) database
server
Installation of QMACS(TM) software on your server
Installation of Terminal Server Client on your QMACS(TM) and report server
Deliver client-specific training based on QMACS(TM) configuration
Perform the data load
CLIENT RESPONSIBILITIES
You have the following responsibilities during the Installation and Set Up
Phase:
Your IMPACT team will participate in customized training based on your
QMACS(TM) design by a member of your DataCenter Implementation Team. This
training will be conducted at your site. All training and validation will be
conducted using the QMACS(TM) test database.
DURATION OF INSTALLATION AND SET UP PHASE
This phase begins with the installation of your hardware and QMACS(TM) database
and software. It's complete when your DataCenter IMPACT team has loaded all
setup data. Depending on the amount of data to be loaded, and with proper
planning and preparation, the process can be completed in approximately 17
working days.
DELIVERABLES
QCSI DataCenter
Install QMACS(TM) test and production databases and QMACS(TM) server
software
Install QMACS(TM) required hardware and software
Conduct business specific training workshops
Provide QMACS(TM) set up, depending on the agreement between your company
and QCSI
CLIENT Complete customized training
VALIDATION PHASE
DATA CENTER RESPONSIBILITIES
QCSI Data Center has the following responsibilities during the Validation Phase:
Testing of your eligibility EDI and Check.dll using your QMACS(TM) test database
will occur in this phase. While a QCSI technical consultant may be available
on-site during this test, it's typical for your IMPACT staff to execute the
check process with remote, telephone support from your QCSI Account Manager.
Execution of the Validation Checklist. Outcome of the validation process is
forwarded to the Client for review and discussion.
CLIENT RESPONSIBILITIES
You have the following responsibilities during the Validation Phase:
Test your Check.dll using your QMACS(TM) test database.
Execution of the Validation Checklist by your IMPACT team using the QMACS(TM)
test database. Where necessary and appropriate, modifications are made to the
set up and configuration. Both
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the test and production databases will be modified, as will be the QMACS(TM)
design/configuration document
DURATION OF VALIDATION PHASE
This phase begins when all QMACS(TM) setup has been completed in the production
database and is complete when the Validation Checklist has been reviewed. Upon
completion of the Validation Checklist the QMACS(TM) system and configuration
are considered accepted by your organization.
DELIVERABLES
QCSI DataCenter Eligibility EDI and Check.dll
Execution of Validation Checklist
Results of Validation forwarded to Client for review
CLIENT Check stock for testing Check.dll
Member/Eligibility file according to EDI specifications
Execution and completion of Validation Checklist
MIGRATION PHASE
This phase requires approximately eight (8) days to complete and begins with
the entry of the first claim to be processed by the QMACS(TM) system. It
concludes when the first check generated from QMACS(TM) is mailed to a provider
or member.
The completion of this phase constitutes finalization of 'go live'
requirements--the ability to process and pay claims with QMACS(TM). It should be
noted that an additional three to four months is typically required to
fine-tune your QMACS(TM) configuration and for your staff to complete their
initial training. During this time you should be prepared for some resistance
to change from your operational staff and for minor adjustments to be made to
both the software and your processes. Support from the Steering Committee and
executive management is essential during, and immediately after, the Migration
Phase.
QCSI DataCenter has the following responsibilities during the Migration Phase:
Your DataCenter IMPACT team (Implementation Team) remains responsible for
on-site support throughout the Migration Phase. They will arrange to be on-site
at least one day each week during this phase and will be available when you
complete your first check run. Celebration luncheons are typically scheduled
at both your site and at QCSI by your DataCenter team when this phase is
completed.
Post-DataCenter IMPACT support is provided by your Account Manager and a
Maintenance Team, who can be requested for on-site assistance, troubleshooting
and fine-tuning. Your Account Executive remains an active participant and
management resource through the critical, post-migration acceptance phase.
The DataCenter will schedule and conduct a 90-day, post-live audit at the
completion of the Migration Phase.
CLIENT RESPONSIBILITIES
You have the following responsibilities during the Migration Phase:
During this phase both the Steering Committee and Action Team must be actively
involved and supportive of operational usage and acceptance of QMACS(TM) in
your Organization. Every effort must be made to anticipate and avoid resistance
to necessary process and procedural changes in business operation.
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Experience has shown that despite an exceptionally smooth DataCenter IMPACT
project, where every consideration has been made for current business needs and
staff acceptance, resistance from operational staff will occur. Problems and
failure to achieve production goals during this period are almost always
directly related to user resistance rather than configuration or software
functionality.
Some clients have found that incorporation 'Change Management' workshops for
their operational and managerial staff during the Migration Phase significantly
collapses the acceptance period. Financial and/or 'time off' incentives for
achievement of measurable production goals are also useful in facilitating
acceptance and reducing resistance.
DURATION OF VALIDATION PHASE
As noted above, the Migration Phase begins with the entry of the first claim
into the QMACS(TM) system and concludes with the generation of the first check
to be mailed to a provider or member. The period of time required to secure
user acceptance, however, will extend 3-4 months beyond finalization of the
Migration Phase and typically requires fine tuning of your QMACS(TM)
configuration and business processes as well as close management attention and
support.
DELIVERABLES
QCSI DataCenter Weekly on-site assistance
Celebration luncheon at your site and QCSI
Schedule 90-day, post-live audit
CLIENT Attention to user resistance
Management support of change
Willingness to fine tine configuration and processes
NOTE: Changes to above after sign off may result in financial impact and delays
in implementation.
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