exv10w1






Exhibit 10.1




MASTER AGREEMENT




     This Master Agreement (the “Agreement”) is entered into on 30th day of June,
2008, with an effective date of January 1, 2009 (the “Effective Date”) by and between Vision
Business Process Solutions Inc., (“Perot Systems”), a Delaware Corporation with its principal place
of business at 2300 West Plano Parkway, Plano, Texas — 75075 and athenahealth, Inc. (“Athena”), a
Delaware corporation with a principal place of business at 311 Arsenal Street, Watertown, MA 02472.
Perot Systems and Athena are referred to herein as the “Parties” and each as a “Party.”



     WHEREAS, Athena is a provider of a web-based physician practice management system (the
“athenaNet System” or “athenaNet”), including revenue-cycle and clinical-cycle services, to medical
practices in the United States, and whereas Perot Systems is a provider of outsourced data
processing and other business process services;



     WHEREAS, Athena wishes to engage Perot Systems to perform on behalf of Athena the data
processing and business process services specified in this Agreement and Perot Systems wishes to be
engaged to provide such services on behalf of Athena, subject to the terms and conditions contained
in this Agreement; and



     WHEREAS, because the services provided by Perot Systems are substantially integrated into
Athena’s business workflow, the Parties acknowledge their joint commitment during the term of this
Agreement to communicate effectively, coordinate efforts, and work diligently towards improving and
enhancing the efficiency and quality of the Parties’ coordinated workflows.



     NOW THEREFORE, in consideration of the mutual covenants and conditions set forth in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:



1. RELATIONSHIP MANAGEMENT AND PROCESS IMPROVEMENT





a. Relationship Managers. Each Party shall appoint an individual (“Relationship
Manager”) to serve as the primary point of contact for all issues concerning the
relationship between the Parties, including but not limited to coordinating decisions
regarding each Statement of Work and the provision of Services. Each Relationship Manager
will be reasonably available to discuss matters of mutual concern with the other Party at
its request. Both Relationship Managers will have direct access to the top officers at
their respective organizations to resolve issues promptly. Each Party’s Relationship
Manager may be changed at any time by giving written notice to the other Party. The
Relationship Managers shall meet, or conduct a telephone conference, at least weekly, to
clarify and mutually resolve matters arising under this Agreement.




b. Account Executives. Within six (6) months following the Effective Date, and
thereafter at all times during the term of this Agreement, Perot Systems shall have hired a
U.S.-based employee working full time on the Athena and Perot Systems relationship. Such
individual shall spend at least one (1) week per month on-site



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at Athena’s principal place of business in Watertown, Massachusetts, and shall have
sufficient authority within Perot Systems to expedite senior management decisions on
whether and how to implement mutually proposed work process enhancements. Within thirty
(30) days following the Effective Date, and thereafter at all times during the term of this
Agreement, Athena shall have designated an employee to work on managing the Athena and
Perot Systems relationship. Such individual shall spend approximately one (1) week per
month working with Perot Systems, and shall have sufficient authority within Athena to
expedite senior management decisions on whether and how to implement mutually proposed work
process enhancements.




c. Continuous Process Improvement. Throughout the term of this Agreement, each
Party respectively agrees to commit significant internal time and resources toward
improving the efficiency and quality of the Parties’ coordinated workflows involved in the
provision of Services under this Agreement. The Parties will work toward a goal within
sixty (60) days following the Effective Date to establish a common methodology that they
will use together to achieve mutually agreed workflow efficiency and quality improvements.
Each Party will allocate at least two full-time personnel to this effort, with sufficient
skills and experience to accomplish the mutually agreed process improvement goals.




d. Availability of Operational Information. The Parties recognize that, to achieve
the mutually agreed process improvement goals described above, each Party will require
access to the other Party’s data concerning the inputs into and results of its business
workflows solely related to the Services provided under this Agreement, including without
limitation aggregate user productivity data with respect to Services with FTE-based
pricing, volume forecasts, shift schedules, and training materials and documentation, and
such other information and documentation. Therefore, each Party agrees to disclose relevant
data to the other Party in a spirit of mutual openness and cooperation and Perot Systems
will disclose such data and information as reasonably requested by the other Party. Any
such disclosures shall be treated by the receiving Party at all times as Confidential
Information of the disclosing Party subject to all of the obligations regarding
Confidential Information provided in this Agreement. Neither Party shall be required or
expected to disclose any such information if such disclosure would violate an important
corporate policy which it is impracticable or infeasible to revise to accommodate the
disclosures contemplated under this Agreement, or would violate any legal or regulatory
requirement.



2. PROVISION OF SERVICES





a. Statements of Work. Under the terms and subject to the conditions and
obligations of this Agreement, Perot Systems will provide to Athena the services (the
“Services”) that are specified from time to time in a mutually agreed statement of work
(“Statement of Work”), in the form attached hereto as Exhibit A, each of which
shall be become a part of this Agreement. In the event of a conflict between the terms of
this Agreement and a Statement of Work, the terms



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specified in a Statement of Work shall govern with respect to such Statement of Work.




b. Change Orders. Athena may from time to time during the term of this Agreement
request in writing commercially reasonable changes in the scope of Services delivered
pursuant to this Agreement that do not alter the fundamental nature of the obligations
and/or the rights of either Perot Systems or Athena. Upon receipt of each such request from
Athena (a “Change Request”), Perot Systems will evaluate the impact that the Change Request
will have on the resources required by Perot Systems to perform the Services, the charges
then payable to Perot Systems under this Agreement and any other consequential changes.
Perot Systems will give written notice to Athena as to the results of such evaluation
within fifteen (15) business days following the date of receipt of a Change Request from
Athena, which response will indicate whether Perot Systems agrees to implement the Change
Request. If Perot Systems agrees, Perot Systems will set forth: (i) the change in cost, if
any, to Athena and (ii) the schedule associated with implementing the Change Request and
(iii) any other consequential changes. Athena will then notify Perot Systems in writing
within fifteen (15) business days of receipt of such notice from Perot Systems whether or
not to implement the Change Request in accordance with Perot Systems’ advice regarding cost
and implementation schedule. Any change resulting from a Change Request must be evidenced
in the form of a written change order (“Change Order”) in the form attached hereto as
Exhibit B. Until and unless reduced to a mutually acceptable Change Order, executed
by the parties to this Agreement, no Change Request will alter the terms and conditions of
this Agreement.




c. Service Locations. All Services shall be provided by Perot Systems at the
facilities designated on Exhibit C attached hereto, as updated by the Parties from
time to time. Perot Systems may from time to time determine, for business and operational
reasons, that it wishes to perform Services at a new Perot Systems facility whether in the
same geographic area, or in another country, city, or other geographic area not listed on
Exhibit C (a “New Location”). In such case, Perot Systems shall notify Athena of
(i) its intent to provide Services at such New Location, (ii) which Services it intends to
perform at such New Location, (iii) the quality assurance measures that will be applied to
the Services at such New Location, (iv) a proposed schedule for implementation of Services
at the New Location, and (v) other relevant details regarding the New Location and transfer
of Services to the New Location. Following receipt of such notice, Athena must notify
Perot Systems within thirty (30) days of any objection to the provision of Services in such
New Locations. If Athena fails to object within such 30-day period, then it shall have
been deemed to have consented. Athena shall not unreasonably withhold its consent to the
provision of services in a New Location, provided that, without limitation, Athena shall
not be deemed to have unreasonably withheld consent if it reasonably determines based on
all available information that the quality of services to be provided at the New Location
will be lower than at the prior location. Any New Location in a country not yet listed on
Exhibit C must be a separate legal entity that is duly formed and authorized to



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conduct business and provide the Services in that country, and must be owned, directly or
indirectly by Perot Systems Corporation (a “New Entity”), and each such New Entity must
have executed and delivered to the Parties the “New Entity Agreement” attached hereto as
Exhibit D prior to providing any Services under this Agreement.




d. Subcontracting. Perot Systems may not subcontract the provision of Services
without prior written permission of Athena, provided that Perot Systems may arrange for the
performance of some or all of the Services by its affiliated companies listed on
Exhibit C and by New Entities pursuant to an executed New Entity Agreement,
pursuant to a transfer pricing agreement or other arrangement, and provided further that
Perot Systems will remain subject to and responsible for its obligations and undertakings
in this Agreement.




e. Forecasting. Athena shall provide to Perot Systems volume forecasts for the
various Services quarterly according to the following schedule:



	 	 	 
	Forecast Delivery Date	 	Forecast Period
	November 1st

	 	January – December
	 
	 	 
	February 1st

	 	April – March
	 
	 	 
	May 1st

	 	July – June
	 
	 	 
	August 1st

	 	October – September







Forecast volumes are not inclusive of variance buffers (defined within each Statement of
Work) within which it is assumed there would be no degradation in timeliness or quality
performance.



3. PAYMENT





a. Payment Amount. In consideration for the provision of the Services, Athena will
pay Perot Systems monthly a fee (prorated for any partial month) calculated based on each
applicable Statement of Work.




b. Additional Charges. In addition to the fees set forth in the applicable
Statements of Work, Athena will be responsible for payment of any and all excise, use and
sales taxes levied by the United States or by any state of the United States upon Athena
and upon Perot Systems with respect to the Services, provided that Perot Systems will
promptly notify Athena of the need to make any necessary filings with respect to such
charges or to pay such charges to the extent Perot Systems has notice or knowledge thereof.
Perot Systems will cooperate with Athena in any reasonable effort to limit such charges or
to seek legally appropriate refunds or abatements. Notwithstanding the foregoing, Perot
Systems will be responsible for (i) payment of property taxes, income and excise taxes,
franchise taxes, employment taxes and other taxes and tariffs levied on Perot Systems by
reason of either their doing business, domicile, place of operations, retention and payment
of employees, status, revenue, or property, and (ii) any and



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all taxes, tariffs or other charges imposed by any other governmental body or authority
other than the United States or any state of the United States in connection with the
Services. Notwithstanding the foregoing, in the event that Perot Systems notifies Athena
that a non-U.S. governmental body or authority intends to impose a tariff, sales, service,
excise tax, or other similar tax on the provision of such Services, then Athena will work
with Perot Systems to choose a new location for the provision of such Services that are not
subject to such taxes or, if such relocation is not commercially feasible, to discuss in
good faith a modification to the pricing for such services to reflect sharing of increased
costs due to such new tax obligation.




c. Billing and Payment.




	 	i.	 	Transaction-Based Payment. For Services which are
billed on a per transaction or other per unit basis, as set forth in the
applicable Statement of Work, Perot Systems will invoice Athena for the
Services provided during the previous calendar month and also submit to Athena
a spreadsheet showing the number of transactions executed during the preceding
month as calculated by Perot Systems based on transaction information
contained in the athenaNet System (“Monthly Transactions Spreadsheet”). If
Perot Systems, in its reasonable opinion, disputes the calculations contained
in the Monthly Transactions Spreadsheet, calculated based on the transaction
information available in athenaNet System, then Perot Systems shall be
entitled to generate the invoice for Services rendered during the previous
calendar month, based on the transaction information available with Perot
Systems on its own systems and Athena shall make payment of such invoice
within thirty (30) days from the date of such invoice. In the event Athena
notifies the Perot Systems’ Relationship Manager in writing within fifteen
(15) business days from the date of invoice that the Monthly Transactions
Spreadsheet created by the transaction information available on the Perot
Systems’ systems is inaccurate, then the Parties’ Relationship Managers shall
discuss the issues and work together to promptly reconcile the discrepancies
and thereafter, such dispute shall be settled in accordance with the dispute
resolution mechanism set forth in Section 18(j) of this Agreement; provided
however, Athena shall pay any undisputed amounts to Perot Systems within
thirty (30) days from the date of invoice.
	 
	 	ii.	 	Hourly-Based Payment. For Services which are billed
on a FTE basis, as set forth in the applicable Statement of Work Perot Systems
will invoice Athena monthly for the applicable Services provided by the
mutually agreed minimum number of FTEs in the previous month. Athena shall pay
Perot Systems for a minimum of 168 hours per FTE per month (“Minimum FTE
Hours”), any mutually agreed training specifically relating to the Services
and any other specific costs in




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	 	 	 	relation to such Statement of Work, and not for any training that is not
specifically related to the Services. Each invoice will set forth an accounting
for the costs pertaining to specific training provided by Athena to Perot
Systems’ staff specific to the Services or any other specific mutually agreed
cost or expense incurred by Perot Systems in respect of the Services (other
than the Minimum FTE Hours) on which it is based reasonably sufficient for
Athena to verify any necessary calculations in respect of any expenses and
costs, other than the minimum FTE hours. The Parties acknowledge that their
aim is to limit the hourly-based payment method to initial piloting of new
Service areas or piloting Services to be performed in a new manner or New
Location and the terms and conditions in respect of the same shall be mutually
agreed between the Parties and set forth in the applicable Statement of Work or
in a Change Order under the applicable Statement of Work.
	 
	 	iii.	 	General Payment Terms.






	 	(A)	 	All amounts payable hereunder shall be paid to Perot
Systems in United States Dollars by wire transfer to an account designated
by Perot Systems. The Perot Systems invoices will reflect any adjustments
to past invoices that may be required under an applicable Statement of
Work or otherwise. Athena shall pay all amounts due under this Agreement
within thirty (30) days from the date of the applicable invoice. If Athena
in good faith disputes all or any portion of the applicable invoice
generated by Perot Systems (“Invoice Dispute”), then Athena shall, within
fifteen (15) business days of the date of invoice, provide Perot Systems a
detailed written explanation of Athena’s basis for disputing in good faith
the amounts invoiced by Perot Systems (“Invoice Dispute Notice”); provided
however, if Athena notifies Perot Systems in writing of any bona-fide
dispute, then Athena shall pay the undisputed portion of the invoice
pending resolution of such Invoice Dispute. The Parties shall promptly and
diligently cooperate with each other to resolve the Invoice Dispute.
	 
	 	(B)	 	If the Parties cannot resolve the Invoice Dispute,
the Parties shall address follow the dispute resolution mechanism set
forth in Section 18 (j) of this Agreement.
	 
	 	(C)	 	Late payments shall accrue interest from the due date
at the lesser of (i) one and half percent per month, to accrue on a daily
basis with monthly rests, or (ii) the maximum rate permitted by law in
either case to run from the due date until payment in full.
	 
	 	(D)	 	With respect to the rates and fees for charges stated
in each Statement of Work that have been in effect for at least one year,




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	 	 	 	commencing on the first anniversary of the Effective Date of this
Agreement and on each anniversary thereafter during the term of this
Agreement (each, an “Anniversary”), if the relevant employment cost index
or such other equivalent index in the United States of America (the “ECI”)
effective as of the date of August 31 immediately prior to the Anniversary
(the “Current ECI”) is higher than the ECI effective on August 31 of the
preceding year then, effective as of such Anniversary, the then-current
rates for such charges shall be increased by an amount equal to the
Adjusted ECI.
	 
	 	(E)	 	“Adjusted ECI” means (i) one-half of the net
percentage increase in the ECI or, (ii) if at such adjustment date, the
annualized payment rate by Athena to Perot Systems with respect to the
Services is greater than twice the payment for such Services in calendar
year 2008, one-quarter of the net percentage increase in the ECI.
	 
	 	(F)	 	If the relevant ECI ceases to be published, then
Perot Systems and Athena will agree on and substitute another comparable
measure published by the same or another reputable source.






d. Monthly Minimums. Notwithstanding anything contained elsewhere in this Section, the
amount invoiced for each respective Service represented by a Statement of Work shall be
subject to the following monthly minimum threshold (“Monthly Minimum”) calculated on a
Service by Service basis:




	 	i.	 	80% of the average transaction volume from
the prior month, adjusted for business days; or
	 
	 	ii.	 	50% of the average transaction volume from
two months prior, adjusted for business days; or
	 
	 	iii.	 	25% of the average transaction volume from
three months prior, adjusted for business days; or
	 
	 	iv.	 	80% of the most recent forecast volume for
the month in question, inclusive of any off-cycle forecast updates






For example, the Monthly Minimum for April shall be equal to the greater of:




	 	1.	 	80% of the March volume, adjusted for business days
	 
	 	2.	 	50% of the February volume, adjusted for business days
	 
	 	3.	 	25% of the January volume, adjusted for business days
	 
	 	4.	 	80% of the most recent forecast for April






e. Pricing Review. Promptly following July 1 during each contract year following
the Effective Date, the Parties will review the relative number of FTEs engaged by Perot
Systems on the Services based on data over the 12 month period preceding June 30 of such
calendar year. If during such period the percentage of FTEs engaged on the Payer Contact
Services exceeds 50% of all FTEs engaged



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by Perot Systems on behalf of Athena during such period, then Perot Systems shall have the
right to request a review and restructuring of pricing for all Services, and Athena shall
cooperate in good faith with Perot Systems in such review and restructuring.



4. TERM AND TERMINATION





a. Term. This Agreement will have a term beginning on the Effective Date and
continuing for a period of five (5) years (the “Initial Term”). Following the Initial Term,
unless either Party has given at least fifteen (15) months notice of its intent to
terminate, this Agreement shall automatically renew for additional two-year periods and
shall continue until the earlier of: (i) either Party giving at least fifteen (15) months
prior written notice of termination, or (ii) the termination or expiration of all
Statements of Work as provided in this Agreement or in the applicable Statement of Work
executed by the Parties under this Agreement.




b. Termination for Cause by Athena. Notwithstanding the foregoing, Athena may:
(i) terminate a Statement of Work under this Agreement if Perot Systems materially breaches
any applicable Statement of Work or this Agreement and does not cure such breach or default
within thirty (30) days after receiving written notice from Athena specifying the breach or
default, (ii) terminate this Agreement, if Perot Systems materially breaches the
obligations or conditions in Section 7, (iii) terminate this Agreement, if Perot Systems
makes any assignment for the benefit of creditors, is insolvent or unable to pay its debts
as they mature in the ordinary course of business, (iv) terminate this Agreement, if Perot
Systems commits any material act of dishonesty, gross carelessness or willful misconduct in
material performance of this Agreement, (v) terminate this Agreement, if Perot Systems has
instituted by or against it any proceedings in bankruptcy or under any insolvency laws or
for reorganization, receivership or dissolution (and if involuntary, the proceeding is not
dismissed within 60 days), or (vi) in the absence of such termination it is not possible
for Athena to maintain an effective compliance plan as required to be maintained by the
Parties pursuant to Section 10 (a) of this Agreement.




c. Termination for Cause by Perot Systems. Perot Systems may (i) terminate the
applicable Statement of Work under this Agreement or this Agreement, if Athena materially
breaches the applicable Statement of Work this Agreement and does not cure such breach or
default within thirty (30) days after receiving written notice from Perot Systems
specifying the breach or default (except that Athena will have only ten (10) business days
to cure any breach of any payment term of this Agreement), (ii) terminate this Agreement,
if Athena breaches the obligations or conditions in Section 7, (iii) terminate this
Agreement, if Athena makes any assignment for the benefit of creditors, is insolvent or
unable to pay its debts as they mature in the ordinary course of business, (iv) terminate
this Agreement, if Athena commits any material act of dishonesty, gross carelessness or
willful misconduct in material performance of this Agreement (v) terminate this Agreement,
if Athena has instituted by or against it any proceedings in



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bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution,
or (vi) in the absence of such termination it is not possible for Perot Systems to maintain
an effective compliance plan as required to be maintained by the Parties pursuant to
Section 10 (a) of this Agreement. In addition to the rights set forth above and
notwithstanding any other provision of this Agreement, Perot Systems may terminate the
provision of Services as to any client or customer of Athena without terminating this
Agreement by terminating the applicable Statement of Work under which Services are being
provided for such client or customer of Athena by providing written notice thereof to
Athena if in the absence of such cessation it is not possible for Perot Systems to maintain
an effective compliance plan as required to be maintained by the Parties pursuant to
Section 10 (a) of this Agreement, provided that Perot Systems provides to Athena before or
at the time of such notice an explanation for the cessation in enough detail to permit
Athena to investigate and verify it, and provided further that the date specified for Perot
Systems’ cessation of services to the Athena customer will be effective no earlier than
thirty (30) days after provision of notice to Athena.




d. Termination Without Cause. Notwithstanding the foregoing, either Athena or
Perot Systems may terminate a Statement of Work under this Agreement upon providing prior
written notice to the other Party of at least the minimum termination notice period as set
out in the applicable Statement of Work for termination without cause.




e. Effect of Termination.




	 	i.	 	Termination of this Agreement shall automatically terminate
all Statements of Work entered into under this Agreement.
	 
	 	ii.	 	Payment on Termination. Upon the termination of this
Agreement pursuant to Sections 4 (b), (c) or (d), Perot Systems will
immediately cease providing all Services under all Statements of Work executed
under this Agreement and upon termination of an individual Statement of Work
pursuant to Sections 4 (b), (c) or (d), Perot Systems will immediately cease
providing Services under the applicable Statement of Work. Within fifteen (15)
days after any termination, Athena will pay to Perot System any unpaid fees
properly due for Services performed and other applicable charges, taxes, costs
and expenses to the effective date of termination or expiration, and Perot
Systems will credit (or pay in the event of a credit that cannot be applied)
any unapplied credits properly due with respect to Services performed to the
date of termination or expiration, all as per the terms of the applicable
Statement of Work.
	 
	 	iii.	 	Transition Assistance. Unless Perot Systems has
properly terminated the Agreement under Section 4.c. or unless Athena fails to
timely make the foregoing final payment, Perot Systems will provide a




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	 	 	 	reasonable amount of assistance to Athena in connection with the transition of
the Services to Athena or a third party; provided, however, that without Perot
Systems’ written consent such assistance will in no event be required beyond
twelve (12) months or such other shorter period as mutually agreed between the
parties, following the termination date or expiration date. Athena will pay
Perot Systems its reasonable fees for such assistance, which fees will be
consistent with those fees usually and customarily charged by Perot Systems to
its customers for similar services, together with any out-of-pocket costs and
expenses reasonably incurred by Perot Systems in connection with such services.
Perot Systems may require a prepayment against such costs, based on a good
faith estimate communicated to Athena in writing. Notwithstanding the
foregoing, Perot Systems may require Athena and any third party to which it
renders assistance to enter into a written confidentiality agreement with Perot
Systems, in a form reasonably proposed by Perot Systems, in connection with
such assistance. In no event will such assistance, in the absence of such
agreement, require that Perot Systems disclose to Athena or to any third party
any confidential or proprietary information which is a trade-secret
or held subject to similar considerations of confidentiality or which is otherwise not
adequately protected, in Perot Systems’ good faith judgment, by patent,
copyright or similar registration under a United States, India and/or other
applicable international statutory regime for the protection of intellectual
property rights.
	 
	 	iv.	 	Except as other wise agreed and set out in a Statement of
Work, the termination of any Statement of Work pursuant to Sections 4 (b) or 4
(c) shall not affect the rights and obligations of the Parties arising out of
or in connection with any other Statements of Work under this Agreement.





5. ALTERNATIVE DATA PROCESSING PLATFORM




     The Parties acknowledge that during the term of this Agreement, Athena may undertake to
develop a vendor-focused data entry platform for managing and processing data entry offline prior
to re-importing the processed data back into the athenaNet System. The purpose of such alternative
platform would be to realize efficiencies in data processing, and the quality of data processing
with respect to Athena’s services. If such platform is developed and made available by Athena
during the term of this Agreement, the Parties agree to develop a pilot test of such platform on
mutually agreeable terms, and will each devote appropriate resources to accomplish the goals of the
pilot test. If, following such pilot test, Athena determines that using the alternative platform
for data processing presents significant benefits and is viable in the context of the Parties’
business relationship, Perot Systems will cooperate with Athena in migrating work to such platform
on a reasonable and mutually agreeable timeframe, costs, charges and other terms of Service.



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6. OWNERSHIP OF DATA AND INTELLECTUAL PROPERTY





a. Athena Property. All data, statistics, records, reports, programs, procedures,
rules, business processes, formats, screens, functionality and similar items disclosed or
provided by Athena or obtained by Perot Systems from Athena in connection with this
Agreement, including but not limited to data and databases consisting of data provided by
Athena under this Agreement that have been processed or altered by Perot Systems and the
formats for such data, and any intellectual property rights associated with the foregoing,
including without limitation patents, trademarks, copyrights, trade secrets, and derivative
works thereof, but excluding Perot Systems Property (“Athena Property”) is and will at all
times remain the sole property of Athena or Athena’s customers. No license is hereby
granted to Perot Systems in connection with such Athena Property, other than permission to
use such items as specified in this Agreement.




b. Perot Systems Property. All data, statistics, records, reports, programs,
procedures, rules, business processes, formats, screens, functionality and similar items
disclosed or provided by Perot Systems or obtained by Athena from Perot Systems in
connection with this Agreement, other than data and databases consisting of data provided
by Athena under this Agreement that have been processed or altered by Perot Systems and the
formats for such data, and any intellectual property rights associated with the foregoing,
including without limitation patents, trademarks, copyrights, trade secrets, and derivative
works thereof, but excluding Athena Property (“Perot Systems Property”) is and will at all
times remain the sole property of Perot Systems, including any software or other technology
developed by Perot Systems in connection with the Services or in connection with
establishing electronic communication inter-face and/or connectivity with Athena, even if
developed specifically for Athena or provided directly or indirectly to Athena in
connection with the Services. No license is hereby granted to Athena in connection with
such items.



7. CONFIDENTIALITY





a. Use and Disclosure of Confidential Information. Each Party (i) shall hold the
disclosing Party’s Confidential Information in strict confidence employing at least those
precautions in this regard that such Party employs to protect its own similar information,
(ii) shall not use the disclosing Party’s Confidential Information or disclose it to any
third parties without the disclosing Party’s written consent, except for use by, or
disclosure to, its own employees, officers, directors, consultants, authorized agents and
affiliates as needed to perform its obligations or pursuant to its rights under this
Agreement, and (iii) shall ensure that any of its employees, officers, directors,
consultants, authorized agents and affiliates who access or use such Confidential
Information are each bound by a written agreement to protect such Confidential Information
to the same extent as required by this Agreement. Notwithstanding the foregoing, either
party may (i) disclose the general terms and length of term of this Agreement to such
Party’s current and



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prospective business partners and investors, and (ii) disclose the terms of this Agreement
to the extent necessary to comply with applicable securities laws.




b. “Confidential Information” means information concerning a Party’s technology or
business that Perot Systems receives from Athena or that Athena receives from Perot Systems
in connection with this Agreement, including, without limitation, computer programs and
codes, data relating to the disclosing Party’s customers and customer transactions and
other technical, business, financial, customer and product development plans, forecasts,
strategies and information about the Party or its business, including without limitation
Athena Property and Perot Systems Property, as the case may be. “Confidential Information”
will not include Protected Health Information or information that (i) is otherwise agreed
by the Parties in writing not to be Confidential Information, (ii) is in or (through no
improper action or inaction by the Party receiving it or any affiliate, agent or employee)
enters the public domain, (iii) is established by the receiving Party using contemporaneous
business records to have been rightfully in that Party’s possession or known by it prior to
receipt from the disclosing Party, (iv) is established by the receiving Party using
contemporaneous business records to have been rightfully disclosed to the receiving Party
by another person without restriction, or (v) is established by the receiving Party using
contemporaneous business records to have been independently developed by the receiving
Party by persons without access to the Confidential Information and without use of any
such information. No provision of this Agreement will prevent disclosure to a governmental
entity or agency in connection with any governmental or regulatory approval, or pursuant to
the lawful requirement or request of a governmental entity or agency, provided that
reasonable measures are taken against further disclosure.




c. Conflicting Services. Perot Systems shall implement physical, administrative and
technical measures to prevent the use or disclosure of Athena’s Confidential Information by
or to employees of Perot Systems who are engaged in the provision of Substantially Similar
Services to its other customers to those provided by Perot Systems to Athena pursuant to
this Agreement. Such measures shall comprise of, in addition to other measures that Perot
Systems may implement: (i) assigning dedicated team leads, supervisors and project managers
who will provide Services to Athena pursuant to this Agreement and, during the time they
are assigned to the Athena account, are not assigned to other clients to whom Perot Systems
renders Substantially Similar Services, (ii) employing technical measures to ensure that
employees never have access to computer screens or content with respect to both the
Services and Substantially Similar Services, (iii) providing regular training to employees
on Perot Systems confidentiality policies and procedures, (iv) granting to Athena the right
to review the qualifications of operational managers working on the Athena account, and (v)
such other measures as may be mutually agreed by the Parties and set out in a Statement of
Work under this Agreement.



12









 






For purposes of this Section, “Substantially Similar Services” means systems, software or
services that perform or facilitate physician practice management; patient registration;
patient scheduling; billing or accounts receivable generation and tracking; practice
financial performance reporting, recovery of patient demographic, insurance and charge
data; charge posting; tracking or follow-up on collections; electronic health records;
clinical order and results management; any other activity which is a substitute for some or
all of the athenaNet System functions; or any services or software that are materially and
functionally comparable to or intended (as indicated by marketing or promotional programs)
to compete with or replace all or any of the Services that may be provided by Perot Systems
to Athena pursuant to this Agreement on the athenaNet System.




d. Protected Health Information. The Parties acknowledge and agree that Perot
Systems is acting as the “Business Associate” of Athena in the course of performing
Services under this Agreement, as defined under HIPAA. For purposes of this Agreement,
“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, including
any amendments and all final rules and regulations adopted under that Act. The Parties
therefore agree to be bound by the Business Associate Terms and Conditions attached hereto
as Exhibit E and incorporated herein with respect to PHI. For purposes of this
Agreement, “PHI” means Protected Health Information, as that term is defined under HIPAA.




e. Return of Confidential Information and PHI. Upon termination of Services under
this Agreement for any reason, except to the extent that such use may be reasonably
required under this Agreement, including but not limited to the provision of transition
assistance, Perot Systems will immediately cease any and all use of all Confidential
Information, and will immediately return all such information in its possession to Athena.




f. Injunction. Each Party acknowledges and agrees that due to the unique and highly
sensitive nature of the Confidential Information and PHI, money damages alone cannot
adequately remedy any breach of obligations under this Agreement to keep such information
confidential and secure and that any such breach of those obligations will result in
irreparable harm to the Party to which the obligation of security and confidentiality is
owed. The Parties therefore agree that upon any such breach or any threat thereof, the
aggrieved Party will be entitled to appropriate equitable relief in the form of injunction
or court order, in addition to whatever remedies for damages it might have at law. The
provisions of this Section will apply only to the obligations of confidentiality and
security under Sections 7 and 8 of this Agreement.



8. SECURITY MEASURES



Capitalized terms used in this Section, but not otherwise defined, shall have the same meaning as
those terms in 45 CFR §§160 through 164. In addition to and without diminishing its other
obligations under this Agreement with respect to privacy, security and confidentiality, Perot
Systems will:




13









 









a. Establish and enforce appropriate clearance procedures and supervision to assure that
its workforce follows the requirements of the Agreement consistent with the requirements of
HIPAA;




b. Act immediately and effectively to terminate access to PHI by any of its staff upon that
person’s termination or reassignment;




c. Provide appropriate training for its staff to assure that its staff complies with its
obligations consistent with the requirements of HIPAA;




d. Implement appropriate disposal and reuse procedures with respect to documents and
equipment to protect PHI consistent with the requirements of HIPAA;




e. Implement appropriate authentication and access controls to safeguard PHI consistent
with the requirements of HIPAA;




f. Use mutually agreed appropriate encryption when it transmits PHI electronically;




g. Not store PHI beyond periods necessary to perform work under the Agreement and to
conduct reasonable troubleshooting and quality control checking in connection with
performance of such work;




h. Maintain a formal program to comply with privacy and security requirements, including
written policies;




i. Maintain a full time privacy officer on location at all Perot Systems’ facility listed
on Exhibit C hereto;




j. Not perform or allow performance of any work under the Agreement other than on Perot
Systems company premises and ensure that such facilities are guarded on a 24 hour a day
basis and access to them is controlled by key cards and posted guards or similar
protection;




k. Restrict entry into work processing areas by proximity cards or similar protection;




l. Restrict employee access to the Internet, e-mail, and removable media, including without
limitation smart cards, USB devices, floppy disks, CDs, DVDs, removable hard drives, and
tapes, to deter removal of PHI from Perot Systems’ premises;




m. Actively maintain an appropriate business continuity and disaster recovery plan to
restore operations and Services within the timeframes specified in the Perot Systems
Business Continuity Plan attached hereto as Exhibit F, as updated by Perot Systems
from time to time. Perot Systems shall provide Athena with at least thirty (30) days
advance written notice of any changes in such timeframes



14









 







n. Actively maintain controls in the areas of information technology, security, and
business operations sufficient to maintain a current Type 2 SAS-70 Opinion regarding the
sufficiency of Athena’s controls and a current ISO 27001 certification or its equivalent.
The Parties shall agree on mutually acceptable variations from the foregoing with respect
to New Locations that have not yet obtained a SAS-70 or ISO 27001 audit.




The security measures adopted by Perot Systems at any New Location shall be at least as
stringent as those measures in effect at the Perot Systems Chennai, India facilities.



9. ATHENANET SYSTEM ACCESS



For purposes of this Agreement, the “athenaNet System” shall mean software applications, associated
databases and associated technology assembled or created by and made available by Athena that
comprises the multi-user practice, and clinical management system available on an ASP basis. The
athenaNet System technology includes, without limitation, the screens, functions, and formats for
organizing or presenting data and data made available by Athena as part of the athenaNet System,
and the manuals, specifications, instructions, and training provided by Athena in connection with
the athenaNet System, whether written or otherwise.



For the purposes of performance of the Services under this Agreement, Perot Systems may need access
rights to other electronic systems or databases of Athena (“Other Systems”).



The “athenaNet System” and “Other Systems” are hereafter referred to collectively as the “Athena
Systems.”



Perot Systems shall, and shall ensure that all of its users take the following steps when accessing
the Athena Systems that:





a. To the extent necessary for provision of Services under this Agreement, during the term
of this Agreement, Athena hereby grants to Perot Systems the right to access and use,
including, without limitation, where it is necessary for provision of the Services, the
right to modify, change, upload and download any data, information or other types of
documentation and/or inputs in or from, the Athena Systems on a non-exclusive basis subject
to the terms and conditions contained herein.




b. Perot Systems will not access or use the Athena Systems other than in compliance with
the procedures and policies that Athena shall provide to Perot Systems from time to time,
including without limitation procedures and policies for administering role-based access
levels, and adding and removing users.




c. To the extent that any software, hardware, equipment or other electronic system at
Athena is necessary for use by Perot Systems for provision of services



15









 







and such software, hardware, equipment or other electronic system is licensed to Athena by
a third party, then Perot Systems will not access or use such system other than in
compliance with such license, and Athena will provide the terms and restrictions of such
license to Perot Systems. Athena shall secure Perot Systems the right to access and use
any such third party system or software and Athena shall pay any fees, costs & expenses
associated with such access.




d. Perot Systems will not knowingly, directly or indirectly, export or transmit (i) any
software, application, access to any Athena Systems or any related documentation or
technical data, or (ii) any product (or any part thereof), process, or service that is the
direct product of any service under this Agreement in or to the People’s Republic of China,
Afghanistan, Iraq or any group Q, S, W, Y or Z country specified in Supplement No. 1 of
Section 770 of the United States Export Administration Regulations or to any other country
to which such export or transmission is restricted by such regulation or statute, without
the prior written consent, if required, of the Office of Export Administration of the
United States Department of Commerce, or such other governmental entity as may have
jurisdiction over such export or transmission. In addition, and without limitation of the
foregoing, Perot Systems will not knowingly, directly or indirectly, export or transmit any
of the foregoing to any country other than as required to perform the Services or its
obligations under this Agreement.




e. Perot Systems will not access or use the Athena Systems unless and to the extent
requested by Athena in writing for purposes of performing its obligations under the
Agreement. No access to or use of Athena Systems is transferable to a third party by Perot
Systems, provided that Perot Systems may transfer access or use of such Athena Systems to
an affiliate that is wholly owned, directly or indirectly, by Perot Systems Corporation,
solely to the extent required to perform the Services.




f. In accessing or using the Athena Systems Perot Systems will not (i) make such access or
use in connection with provision of any services to any third party; (ii) make such access
or use other than through and by its own employees who are registered with Athena
individually as authorized users thereof; (iii) make such access or use other than by
electronically secure means and methods approved in advance in writing by Athena and only
by the use of unique and confidential Login IDs and passwords applied to each individual
user; (iv) resell, lease, encumber, sublicense, distribute, publish, transmit, provide such
access or use to any third party in any medium whatsoever; (v) make such access or use on
any public system or multiple computer or user arrangement or network accessible by anyone
except Athena and Perot Systems; (vi) derive specifications from, reverse engineer, reverse
compile, disassemble, or create derivative works based on Athena systems, applications;
(vii) copy data or screens except on an occasional basis as necessary to accomplish its
work or, (viii) knowingly input or post through or to the Athena Systems any content that
is illegal, threatening, harmful, lewd, offensive or defamatory or that infringes the
intellectual property rights, privacy rights or rights of publicity of others or that
contains any virus, worm,



16









 







Trojan Horse or other mechanism to damage or impair the operation of Athena Systems, or to
grant unauthorized access to Athena Systems.




g. Perot Systems will not make or operate or permit operation of any copy of any elements
of the Athena Systems, except as explicitly authorized by Athena in writing or except as is
necessary for the provision of Services under this Agreement. If and to the extent that
Perot Systems makes or operates any copy of, the Athena Systems, such copy will belong
exclusively to Athena and will be located only upon a server to which Athena is the sole
owner of the root password; and Perot Systems will not restrict or permit restriction of
electronic or physical access of Athena to such server.




h. In accessing or using the Athena Systems, Perot Systems will not order, review, access
or use any data in excess of that reasonably necessary for it to perform the Services or
its obligations under this Agreement.




i. Perot Systems will limit access to, and use of, the Athena Systems by its personnel to
mutually agreed secure levels. Perot Systems is responsible for the actions of individuals
to which Perot Systems grants access to the Athena Systems. If Perot Systems or any of its
employees discloses user credentials to an unauthorized person, Perot Systems is validating
the identity and authority of such person to act on its behalf as to any access or use of
Athena Systems with such credentials and will be responsible for such access and use. Perot
Systems will notify Athena immediately if it becomes aware of any unauthorized use of
Athena Systems username or password, or, where applicable, a Perot Systems user making more
than three (3) failed system log-on attempts during any given day, and will take reasonable
steps with the Athena to shut off access by the individual associated with such username
and associated password.




j. With respect to a facility owned or leased by or on behalf of Perot Systems where it
creates, receives, maintains or transmits PHI on behalf of Athena, where applicable,
including without limitation any facility listed on Exhibit C hereto, Perot Systems
shall implement administrative, physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity and availability of PHI.



10. COMPLIANCE WITH LAWS





a. In General. Each Party agrees to comply with all applicable laws, rules and
regulations in its performance of this Agreement, including but not limited to applicable
healthcare and export laws, rules and regulations. Perot Systems and Athena will each
implement and maintain a compliance program intended to conform in material respects with
the guidelines set forth in the United States Sentencing Guidelines and the Compliance
Program Guidance for Third Party Medical Billing Companies issued by the Office of the
Inspector General of Health and Human Services. To the extent that such compliance by a
Party reasonably requires the cooperation of, or information from, another Party, then



17









 







such other Party will cooperate and provide any information necessary at that other Party’s
own expense.




b. Change in Law. The Parties recognize that various laws and regulations are
developing in connection with the Services; and, they will promptly negotiate in good faith
to amend this Agreement as necessary so as to incorporate any legally required contractual
provisions and to allocate fairly between them the costs and burdens, if any, associated
with performance of specific, legally required contractual features or measures beyond
those set forth herein or otherwise existing as of the Effective Date.




c. Compliance with New York Law.




	 	i.	 	To the extent that in connection with this Agreement each
Party receives or has access to health information sourced from or provided by
the State of New York or any agency thereof, it agrees to be in compliance
with the New York State AIDS/HIV Related Confidentiality Restrictions Notice
hereinafter stated:






	 	 	 	“This information has been disclosed to you from confidential
records, which are protected by state law. State law prohibits
you from making any further disclosure of this information
without the specific written consent of the person to whom it
pertains, or as otherwise permitted by law. Any unauthorized
further disclosure in violation of state law may result in a fine
or jail sentence or both. A general authorization for the
release of medical or other information is not sufficient
authorization for further disclosure.”






	 	ii.	 	Both the Parties further agree not to disclose Medicaid
Confidential Data as defined under statues or regulations of the State or New
York without prior written approval of the New York State Department of Health
Office of Medicaid Management.
	 
	 	iii.	 	To the extent that in connection with this Agreement a Party
receives or has access to eligibility data from Medicare or any Medicaid
Program, each Party will each restrict its access to such Medicaid and
Medicare eligibility data to the sole purpose of verification of patient
eligibility for Medicaid and Medicare benefits respectively where the patient
has requested such payment for medical services.






d. Compliance with International Worker Protection Laws. Perot Systems will comply
with employee and workplace laws, regulations, and requirements in the countries in which
Perot Systems provides Services under this Agreement. Perot Systems will provide to
Athena, upon Athena’s reasonable request from time to



18









 







time, appropriate written assurances regarding the specific compliance steps and measures
that Perot Systems has taken.



11. REPRESENTATIONS AND WARRANTIES





a. Representations, Warranties and Covenants of Athena. Athena represents and
warrants to Perot Systems that:




	 	i.	 	Neither Athena nor its agents nor to its knowledge its
customers with respect to which Perot Systems will provide Services: (A) has
been convicted of a federal health care crime; (B) has been excluded from
participation in any federal health care program; or (C) is currently under
investigation or involved in any legal proceeding which may lead to such a
conviction or exclusion. Athena will notify Perot Systems immediately if any
of the foregoing occur, upon which Perot Systems will have the right to
terminate this Agreement immediately (in the event that Athena or its agents
are convicted, excluded) or to cease or suspend the provision of services to
the particular customer as otherwise provided for in this Agreement (in the
event that an Athena customer is convicted or excluded), provided that right
to such termination, cessation or suspension will be exercised if at all
within sixty (60) days of such notice.
	 
	 	ii.	 	During the term of this Agreement, it will implement and
maintain a compliance program intended to conform in material respects with
the guidelines set forth in the U.S. Sentencing Guidelines and the Office of
Inspector General’s Compliance Program Guide for Third Party Medical Billing
Companies. Upon request, a copy of its compliance plan will be provided to
Perot Systems, on condition that it is treated as Confidential Information.
	 
	 	iii.	 	(A) It has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement, including
authority from all clients or customers for which services will be furnished
under this Agreement, (B) the execution, delivery and performance of this
Agreement has been duly authorized by it, and (C) no approval, authorization
or consent of any governmental or regulatory authority is required to be
obtained by it or made in order for it to enter into and perform its
obligations under this Agreement.
	 
	 	iv.	 	On a continuing basis throughout the term of this Agreement,
Athena shall not knowingly or as a result of gross negligence permit any
media, data (including data necessary for the Services) or software provided
by it to Perot Systems to contain any code, virus or other mechanism to
disable, adversely affect, harm, or grant unauthorized access or use to Athena
systems, equipment or data. Athena shall




19









 






	 	 	 	promptly notify Perot Systems of any such code, virus or mechanism upon its
discovery by Athena.
	 
	 	v.	 	On a continuing basis throughout the term of this Agreement
that no software provided by Athena to Perot Systems or used by it with
respect to performance of the Services violates any applicable law or
regulation of the United States or any of its states regarding export or
import of software, technology or encrypted data, including, but not limited
to, encryption software, and that all necessary governmental permits, licenses
and approvals have been obtained and will be maintained to permit performance
of the Services as contemplated in this Agreement.






b. Representations, Warranties and Covenants of Perot Systems. Perot Systems
represents and warrants to Athena that:




	 	i.	 	Neither Perot Systems nor its agents or subcontractors:
(A) has been convicted of a federal health care crime; (B) has been excluded
from participation in any federal health care programs; or (C) is currently
under investigation or involved in any legal proceeding which may lead to such
a conviction or exclusion. Perot Systems will notify Athena immediately if
any of the foregoing occur whereupon Athena will have the right to terminate
this Agreement immediately in the event that Perot Systems or its agents or
subcontractors are convicted or excluded provided that right to such
termination, will be exercised if at all within sixty (60) days of such
notice.
	 
	 	ii.	 	During the term of this Agreement, it will implement and
maintain a compliance program intended to conform in material respects with
the guidelines set forth in the U.S. Sentencing Guidelines and the Office of
Inspector General’s Compliance Program Guide for Third Party Medical Billing
Companies. Upon request, a copy of its compliance plan will be provided to
Athena, on condition that it is treated as Confidential Information.
	 
	 	iii.	 	On a continuing basis throughout the term of this Agreement,
Perot Systems shall not knowingly or as a result of gross negligence permit
any media, data or software provided by it to Athena to contain any code,
virus or other mechanism to disable, adversely affect, harm, or grant
unauthorized access or use to Athena systems, equipment or data. Perot
Systems shall promptly notify Athena of any such code, virus or mechanism upon
its discovery by Perot Systems.
	 
	 	iv.	 	It has sufficient right and title to all third party
software, hardware, or other equipment (other than Athena Systems) which it
uses in the provision of Services under this Agreement, and on a continuing
basis throughout the term of this Agreement Perot Systems will comply with




20









 






	 	 	 	all the terms and conditions of licenses or consents agreed by Perot Systems
with a third party in respect of any software, hardware or other equipment
(other than Athena Systems or third party software, hardware or other equipment
provided by or on behalf of Athena) of such third party, which it uses for the
provision of Services under this Agreement.
	 
	 	v.	 	On a continuing basis throughout the term of this Agreement
that no software provided by Perot Systems to Athena or used by it with
respect to performance of the Services violates any applicable law or
regulation of the United States or any of its states or under the laws of
India or any other country in which Services are provided, its states or
political subdivisions regarding export or import of software, technology or
encrypted data, including, but not limited to, encryption software, and that
all necessary governmental permits, licenses and approvals have been obtained
and will be maintained to permit performance of the Services as contemplated
in this Agreement.
	 
	 	vi.	 	On a continuing basis throughout the term of this Agreement,
that the encryption software provided by it to Athena for use in connection
with the Services and used by Perot Systems in connection with the Services
complies substantially with the encryption requirements set forth in HCFA
Internet Security Policy issued November 24, 1998, as it may be amended or
updated from time to time, and provides encryption protection equal to or
exceeding 128 bit encryption.
	 
	 	vii.	 	(i) It has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement, (ii) the
execution, delivery and performance of this Agreement has been duly authorized
by it, and (iii) no approval, authorization or consent of any governmental or
regulatory authority is required to be obtained by it or made in order for it
to enter into and perform its obligations under this Agreement.
	 
	 	viii.	 	All of the terms and conditions contained in this Agreement,
including without limitation the terms and conditions addressing choice of
law, choice of forum, and dispute resolution contained in this Agreement, are
valid and enforceable with respect to each Perot Systems entity, in each
jurisdiction in which Perot Systems may provide Services.





12. AUDITS





a. Each Party will keep accurate and appropriate business records pertaining to (a) the
operational information as specified in Section 2 (d) of the Agreement, (b) Change Orders,
(c) physical, administrative, and technical security controls and measures in respect of
Confidential Information as specified in Section 7 (c) of the Agreement, (d) the security
measures to be maintained as specified in Section



21









 






8 of the Agreement, (e) access to and use of Athena Systems and VCIS, (f) compliance
program specified in Section 10 (a) of the Agreement; and (g) financial records to
substantiate the details of transactions specified in the invoices billed by Perot Systems
to Athena, solely as they relate to the Services provided under this Agreement. Each Party
will have the right to audit the other Parties’ records to the extent reasonably necessary
to verify any reports provided by such Party, to verify compliance with the security
measures outlined in this Agreement, and to verify each Party’s compliance with its other
obligations under this Agreement or to verify any charge or payment amount. Such audit will
take place, upon reasonable written notice to the Party being audited, during regular
business hours, and at the principal offices of the Party, including without limitation any
New Entity, or at any location of Perot Systems or any New Entity, or at a mutually agreed
location. All audits will be scheduled in such a manner as not to interfere unreasonably
with the operations of the Party subject to the audit. The party conducting audit shall
bear the costs relating to the audit.




b. Unless otherwise provided in a Statement of Work, Perot Systems will have the right to
request an audit of Athena not more often than once during any consecutive twelve (12)
month period, starting from the Effective Date. Athena will have the right to request an
audit of each of Perot Systems not more often than once during any consecutive twelve (12)
month period, starting from the Effective Date. At Athena’s written request during the
course of any audit under this Agreement, Perot Systems will promptly make available to it
financial records to substantiate the details of the invoices billed to Athena hereunder.




c. In addition to the rights outlined above in this Section, Athena shall have the right,
from time to time during the term of the Agreement, upon reasonable advance notice no more
frequently than quarterly, to request results of security assessments, reports, and/or
audits conducted by Perot Systems of the physical, administrative, and technical security
measures in place at any facility at which Services are provided.



13. INDEMNIFICATION





a. Indemnification by Perot Systems. Perot Systems will defend, indemnify, and hold
Athena and its directors, officers, employees, agents, shareholders, partners and
representatives harmless from and against any third party claims, losses, actions, demands,
liabilities or damages, including reasonable attorneys’ fees, (collectively “Losses”)
incurred with respect to a settlement between Athena and a third party (pursuant to the
procedure set forth below with respect to compromise or settlement) or a final award by a
Court of competent jurisdiction as payable by Athena to a third party (payable upon such
settlement or award) and resulting from (i) a disclosure of Confidential Information of
Athena in violation of Section 7 of this Agreement, (ii) a violation of the Business
Associate Terms and Conditions hereto, (iii) bodily injury or death of a person (to the
extent not resulting from the acts or omissions of Athena or any representative of Athena)
arising as a proximate result of incorrect data entered in data fields in athenaNet



22









 







System by Perot Systems, (iv) liability for any taxes and/or any related interest or
penalty and reasonable attorneys’ fees associated with any failure to fulfill Perot
Systems’ obligations as to taxes hereunder, or (v) infringement of any third party
intellectual property rights solely by the Services provided by Perot Systems to Athena
under this Agreement. The foregoing indemnity in respect of any third party claim of
infringement by the Services of any third party’s right in any intellectual property shall
not apply to the extent the alleged infringement was based on or attributable to (A) any
combination, operation or use of any Service with any equipment or programs which are not
either supplied by Perot Systems or specified in the Statement of Work or this Agreement
for that purpose or approved by Perot Systems; (B) use or modification of any intellectual
property provided by Athena and such use or modification by Perot Systems was within the
scope of a Statement of Work and this Agreement; (C) compliance with the specifications
provided by Athena; (D) any use by Athena of Services in a manner for which it was not
designed or provided; (E) modifications of Services by Athena or any third-party unless
approved by Perot Systems, or (F) the use of any trademark, trade name, product name or
similar right which was selected by Athena and used by Perot Systems at the direction of
Athena.




b. Indemnification by Athena. Athena will defend, indemnify, and hold Perot Systems
and its directors, officers, employees, agents, shareholders, partners and representatives,
harmless from and against any Losses that are incurred with respect to a settlement between
Perot Systems and a third party (pursuant to the procedure set forth below with respect to
compromise or settlement) or a final award by a Court of competent jurisdiction as payable
by Perot Systems to a third party (payable upon such settlement or award) and resulting
from (i) A disclosure of Confidential Information of Perot Systems in violation of Section
7 of this Agreement, (ii) a violation of the Business Associate Terms and Conditions
hereto, (iii) Athena’s failure (to the extent not resulting from the acts or omissions of
Perot Systems or any subcontractor of Perot Systems) to provide services or products to
Athena customers, (iv) any alleged defect or deficiency in any services or products
provided by Athena to its customers (to the extent not resulting as a proximate result of
acts or omissions of Perot Systems or any subcontractor of Perot Systems), (v) any action
duly taken by Perot Systems in conformity with this Agreement, without error or defect by
Perot Systems and at the written request or instruction of Athena, (vi) liability for any
taxes and/or any related interest or penalty and reasonable attorneys’ fees associated with
any failure to fulfill Athena’s obligations as to taxes hereunder, or (vii) third party
claims of infringement of any third party intellectual property rights solely by the
athenaNet System or any other software, functionality or data provided by Athena to Perot
Systems under this Agreement for provision of Services, provided that Athena does not
indemnify Perot Systems with respect to the possibility of such infringement to the extent
that it results from (A) any combination, operation or use of such System, software,
functionality or data in combination or conjunction with any data, software or equipment
provided by Perot Systems, (B) use or modification of any intellectual property provided by
Perot Systems and such use or modification by Athena was within the scope of a Statement of
Work and this



23









 







Agreement, or (C) modification of the athenaNet System, or any other software,
functionality or data provided by Athena, unless approved by Athena.




c. Procedure. A Party or person seeking indemnification (an “Indemnitee”) under
this Section will give written notice to the indemnifying Party (“Indemnifying Party”)
promptly upon being informed of any event that could reasonably be expected to give rise to
a claim or the commencement (or threatened commencement) of any action, proceeding or
investigation that may constitute or result in a Loss (an “Asserted Liability”). Such
notice will describe the event in reasonable detail and will, if possible, indicate the
amount of Loss that has been or may be suffered. In no event will an Indemnitee’s failure
to give such a notice relieve the Indemnifying Party of any liability, except to the extent
that such failure materially prejudices the Indemnifying Party’s ability to adequately
defend such claim. If the Indemnifying Party confirms in writing that it is obligated
hereunder to indemnify the Indemnitee with respect to any Loss, the Indemnifying Party may
elect to compromise or defend such Loss, at its own expense and with counsel reasonably
satisfactory to the Indemnitee. If the Indemnifying Party elects to so compromise or defend
such Loss, it will within 10 days (or sooner, if the nature of the Loss so requires) notify
the Indemnitee of its intent to do so. Upon such notification, the Indemnifying Party will
have the right to control the defense of such Loss, and the Indemnitee will cooperate with
the Indemnifying Party in the compromise of, or defense against, such Loss. If the
Indemnifying Party elects not to compromise or defend such Asserted Liability, fails to
notify the Indemnitee of its election as herein provided or contests its obligation to
indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted
Liability, and the Indemnitee will have the right to control the compromise or defense of
such Loss; and in such case, the Indemnitee will retain the right to pursue its right to
indemnification hereunder against the Indemnifying Party. Notwithstanding the foregoing,
the Indemnifying Party may settle or compromise any Loss; provided, (i) such settlement or
compromise is first mutually agreed between the Indemnitee and the Indemnifying Party and
such settlement or compromise does not result in any liability to, restriction on or
admission by the Indemnitee; and (ii) such settlement or compromise constitutes or includes
a full release of the Indemnitee. In any event, the Indemnitee may participate, at its own
expense, in the defense of any Loss. If the Indemnifying Party chooses to defend any Loss,
the Indemnitee will make available to the Indemnifying Party any books, records or other
documents within its control that are necessary or appropriate for such defense.



14. WARRANTY DISCLAIMER





EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT: (a) NO PARTY MAKES NOR WILL BE DEEMED TO
MAKE OR HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR
INDIRECTLY, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT
TO ANY SERVICE OR GOOD PROVIDED HEREUNDER; AND,



24









 






(b) EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, TITLE, DESIGN,
OPERATION OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM CONDUCT,
COURSE OF DEALING OR CUSTOM OR USAGE IN TRADE.




EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED TO ATHENA “AS
IS.”



15. LIMITATIONS ON LIABILITY





a. IN NO EVENT WILL ANY PARTY BE LIABLE UNDER THIS AGREEMENT TO ANOTHER PARTY, OR TO ANY
THIRD PARTY, FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES. IN NO
EVENT WILL ANY PARTY BE LIABLE UNDER THIS AGREEMENT TO ANOTHER PARTY, OR TO ANY THIRD
PARTY, FOR LOST PROFITS, BUSINESS OR BUSINESS OPPORTUNITIES OR REVENUE, EVEN IF THE PARTY
OTHERWISE LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.




b. No Party will be responsible or liable under this Agreement to the other Party for any
delay, error, lost data, failure to perform, interruption, or disruption in the Services or
disclosure of data caused by or resulting from any natural fire; severe weather;
earthquake; flood or other natural disaster or act of God or any power failure; failure of
the world wide web, an internet service provider utilized by either of the parties, the
internet or other non-proprietary means on communication/connectivity utilized in
connection with the Services, or hacking or electronic vandalism, or other unavailability
of the means of electronic communication between the parties for the provision of
information relating to or in connection with the Services; legal act of a public
authority, strike, lockout, riot or act of war if such cause is beyond the reasonable
control of the Party otherwise chargeable and that Party has otherwise acted with
reasonable care and in conformity with this Agreement with respect to such cause. With
respect to any disclosure, corruption or unavailability of data, no Party will be
responsible under this Agreement if it has adopted reasonable, diligent and appropriate
steps to maintain the security of its communications and facilities and to maintain the
security, availability and integrity of practice information in its possession or control,
including without limitation complying with each respective Party’s representations
contained in Sections 11.a.iii and 11.b.iv, respectively.




Notwithstanding the foregoing, such cause will not include a Party’s lack of funds, lack of
credit, or other financial inability to perform. If Perot Systems intends to rely on any of
the foregoing conditions to forgive its performance or lack of performance under this
Agreement, it will timely so notify Athena in order to permit Athena in its sole, but
reasonable discretion to suspend or curtail its own performance under this Agreement for
such time as the condition continues and if such condition continues for seven (7) business
days or more, Athena may terminate the Agreement upon notice to the other party provided
that it provides



25









 







such notice if at all within ten (10) business days or such other period as mutually agreed
between the parties, of notification of reliance by Perot Systems and provided that the
termination will be effective on the date specified in the notice of termination, which
shall not be less than one hundred eighty (180) days after provision of the notice.




c. With respect to all claims, actions and causes of action arising out of, under or in
connection with the Agreement, regardless of the form of action, whether in contract or
tort (including negligence, strict liability or otherwise) and whether or not such damages
are foreseen, Perot Systems’ collective liability will not exceed, in the aggregate, the
total amount actually paid to Perot Systems by Athena under the applicable Statement of
Work during the 12-month period immediately preceding the date that the claim, action, or
cause of action arose out of, under or in connection with this Agreement. The foregoing
limitation in this Section 15 (c) will not apply to the extent that claims, actions and
causes of action arise out of, under or in connection with the obligations of Perot Systems
contained in Section 6 (Ownership of Data and Intellectual Property), Section 7
(Confidentiality), or with respect to any act or omission of Perot Systems for which Athena
is covered as an additional insured as provided below in Section 16, up to the final amount
actually recovered by Perot Systems from the insurer under the insurance policy with
respect to such act or omission.



16. INSURANCE




     Perot Systems agrees to maintain throughout the term of this Agreement commercial general
liability insurance, which covers bodily injury or death as a result of the provision of the
Services provided hereunder, and under which Perot Systems is the named insured and Athena is named
as an additional insured with respect to a third party claim against Athena for such bodily injury
or death arising as a proximate result of incorrect data entered into data fields in the athenaNet
System by Perot Systems. Each such policy shall provide thirty (30) days’ prior notice of
cancellation to Athena, and, upon request, a copy of the certificate thereof shall be delivered to
Athena. The minimum limits of liability of such insurance, including applicable umbrella coverage,
shall be $10 million per claim and $20 million annual aggregate. The foregoing insurance policy
shall be maintained with companies which have a rating of at least “A-” and are within a financial
size category of not less than “Class VIII” in the most current Best’s Key rating Guide.



17. QUALITY MEASUREMENT




     Each Service provided under this Agreement shall be associated with one or more defined,
measurable, and reportable quality standards, as set forth in the applicable Statement of Work.
Without limiting any provisions in an applicable Statement of Work, as a general matter Athena
shall have the right to require the re-work of any Service items which failed to meet the defined
quality standards without additional charge, which right shall be exercised by Athena pursuant to
the relevant terms and conditions agreed in respect of such failure and re-work in the applicable
Statement of Work.



26









 





18. MISCELLANEOUS





a. Notices. All notices permitted or required to be given under this Agreement
will be in writing and delivered to the parties by (i) hand delivery, (ii) nationally
recognized overnight courier, or (iii) facsimile transmission followed by any one of the
methods stated above, and will be deemed to be effective the day of delivery by hand or
overnight courier, the day of transmission if sent by facsimile, when sent to the following
addresses and numbers or to such other addresses or numbers as a Party may inform the other
by notice hereunder:



	 	 	 	 	 
	 

	 	If to Athena:
	 	athenahealth, Inc.,
	 

	 	 	 	311 Arsenal Street, Watertown, MA 02472
	 

	 	 	 	Attn: Chief Operating Officer
	 

	 	 	 	Tel: 617-402-1000
	 

	 	 	 	Facsimile: 617-402-1099
	 
	 	 	 	 
	 

	 	If to Perot Systems
	 	Vision Business Process Solutions Inc.
	 

	 	 	 	2300 West Plano Parkway, Plano, Texas — 75075
	 

	 	 	 	Attn: Vice-President – IBPS
	 

	 	 	 	Tel: +1 972-577-3000
	 
	 	 	 	 
	 

	 	 	 	With a copy to:
	 
	 	 	 	 
	 

	 	 	 	Perot Systems Corporation
	 

	 	 	 	2300 West Plano Parkway, Plano, Texas – 75075
	 

	 	 	 	Attn: General Counsel







b. Counterparts. This Agreement may be executed in one or more counterparts, each
of which will be treated as an original.




c. Headers. The headers used in this Agreement are intended for reference purposes
only and shall not affect the interpretation of any of the terms and conditions contained
in this Agreement.




d. Relationship of Parties. The Parties expressly acknowledge that Perot Systems
and Athena are independent contractors and nothing in this Agreement is intended nor will
be construed to create an employer/employee, joint venture, agency or partnership
relationship.




e. Joint and Several Liability. Each of Perot Systems and any New Entity shall be
jointly and severally accountable and liable for all of the covenants, representations, and
warranties of Perot Systems under this Agreement.




f. Waiver. The failure of any Party to insist in any one or more instances upon
the strict performance of any of the terms or provisions of this Agreement by



27









 







another Party will not be construed as a waiver or relinquishment for the future of any
such term or provisions, but the same will continue in full force and effect.




g. Assignment. This Agreement will be binding upon and inure to the benefit of the
subsidiaries, affiliates, successors and permitted assigns of the Parties to this
Agreement, provided that successors and assigns shall be governed by the provisions of this
Section which follow. Except as may be expressly provided herein, no Party may transfer, or
otherwise assign this Agreement or any of its rights or obligations hereunder without the
other Party’s prior written consent, which consent will not be unreasonably withheld.
Notwithstanding the foregoing, a Party may assign this Agreement or its rights and
obligations hereunder by merger or otherwise in whole or in part, without the consent of
the other Party, to any entity controlled by, controlling or under common control with it
or to any entity which acquires (by merger, consolidation, stock or otherwise) all or
substantially all of the assets of such Party.




h. Entire Agreement; Amendment. This Agreement together with all exhibits hereto
constitutes the entire Agreement between the Parties with respect to the subject matter of
this Agreement. This Agreement supersedes any and all agreements, either oral or written,
between the Parties to this Agreement with respect to the subject matter of this Agreement,
and in connection with which the Parties shall execute, and shall cause their affiliates to
execute, as of the Effective Date, the Termination Agreement in the form set forth at
Exhibit G hereto. Except as otherwise expressly provided herein, this Agreement
will not be modified in any manner except by an instrument in writing duly executed by an
authorized representative of each of Athena and Perot Systems.




i. Governing Law, Forum & Dispute Resolution. This Agreement will be governed by
and construed in accordance with the laws of the Commonwealth of Delaware, exclusive of its
conflict of law principles. The federal district court and the state courts in the State of
Delaware will be the exclusive venue for any court proceedings between the Parties arising
out of or in connection with this Agreement, and the Parties hereby submit to the
jurisdiction of those courts for that purpose.




j. Dispute Resolution.




     (A) In the case of any dispute between the Parties arising under this Agreement or a
Statement of Work (each, a “Dispute”), any Party raising the Dispute shall notify in
writing (“Dispute Notice”) the Relationship Manager of the other Party by providing
reasonable details in respect of the Dispute. Thereafter the Relationship Managers of both
the Parties shall, within thirty (30) days from the date of the Dispute Notice, reasonably
co-operate with each other to resolve the Dispute amicably.




     (B) If the Relationship Managers of both Athena and Perot Systems are unable to reach
a resolution of a dispute with respect to any quality or turnaround



28









 







time standards set forth in any Statement of Work under this Agreement, (a “Technical
Dispute”), either Party may request the matter be resolved by an “Expert” as defined below.




     Within ninety (90) days after the date of this Agreement, the Parties will agree on a
list of no fewer than three third party experts (the “Experts”) in rank order of
preference. In the event that the Parties cannot reach agreement on a Technical Dispute as
provided herein above, either Party may require that the matter be submitted to one of the
Experts for determination. Such request must be made within ten (10) days after the
expiration of any time period set aside under this Section for attempted mutual resolution
by the Parties’ Relationship Managers. The Parties will reasonably cooperate to submit the
dispute to one of the Experts, in order of the preference on the agreed list. The Expert
that accepts and is first available for the task will review the Technical Dispute at issue
and the Parties written comments in respect of such Technical Dispute. Within thirty (30)
days from the date that the issue is referred to him, the Expert will provide a non-binding
recommendation for solving the Technical Dispute that he or she believes is/are
commercially reasonable, consistent with standard industry practice, adequate to determine
compliance by the Parties and resolve the Technical Dispute. The costs of the Expert for
all determination made by him pursuant to this Section will be borne equally by the
Parties.




     In connection with making such non-binding recommendation, each Party will be required
to provide the Expert with such reasonable documentation or other information in its
possession that the Expert reasonably requests and that is reasonably related to his or her
determination, provided that the expert will retain all such documents and information
provided by each party as confidential to the party producing them and will not disclose
the same in any manner whatsoever (except as required by law) to any other person or
entity, including but not limited to the other Party. In this regard each of the parties
shall execute acceptable non-disclosure agreements with the Expert.




     (C) Notwithstanding the non-binding recommendation made by an Expert as above, or the
failure of the process outlined above to resolve a Dispute, nothing in this Agreement shall
restrict either Party from pursuing other available legal remedies with respect to a
Dispute.




j. Jurisdiction. The federal district court and the state courts in the State of
Delaware will be the exclusive venue for any court proceedings between Perot Systems and
Athena arising out of or in connection with the Agreement.




k. Third Party Beneficiaries. Clients and/or customers of Athena as to whom Perot
Systems provides Services hereunder are not third party beneficiaries to this Agreement.



[Signatures Appear on Following Page]




29









 








IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as a sealed instrument to be
effective as of the date set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	Vision Business Process Solutions Inc.	 	 	 	ATHENAHEALTH, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Charles N Bell
	 	 
	 	By:
	 	/s/ James M. MacDonald
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Charles N. Bell
	 	 	 	Name:
	 	James M. MacDonald	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Assistant Secretary
	 	 	 	Title:
	 	SVP & COO	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	6/30/08
	 	 	 	Date:
	 	6/30/08	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





30









 







EXHIBIT A

STATEMENT OF WORK (FORM)




Statement of Work Number:

Service Description:



This Statement of Work (the “Statement of Work”) is entered into
on this ___day of                     , 20___ (the “Effective Date”) by and between, on the one hand athenahealth, Inc. (“Athena”), and on
the other hand Vision Business Process Solutions Inc., (“Perot Systems”), and entered into under
the Master Agreement (the “Master Agreement”) between Athena and Perot Systems dated as of
                    , 2008.



Unless otherwise defined herein, capitalized terms used in this Statement of Work shall have the
same meanings as set forth in the Master Agreement.




1. Term.




     This Statement of Work shall be in effect for a period of                      (___) months (the “Initial
Term”) from the Effective Date. Upon expiration of the Initial Term, this Statement of Work will
automatically be renewed for consecutive additional terms of                      (___) years each for a maximum
of                     (___) years.



     Either Party may terminate this Statement of Work without cause, at any time, by providing the
other party with a prior written notice of at least fifteen (15) calendar months. Notwithstanding
the foregoing, either Party may terminate this Statement of Work as provided in this Statement of
Work or in the Master Agreement.



2. Services.




     Perot Systems shall provide the following Services subject to the terms of this Statement of
Work:                                         
                                        .



3. Pricing.




     In consideration for the provision of the Services described in this Statement of Work, Athena
will pay Perot Systems at the following rates:



                                             
                                                            



     The payment terms will be as set forth in the Master Agreement, unless otherwise specified in
this Statement of Work.



4. Quality Measurement.




     [To be Completed]



31









 





     [Perot Systems and Athena will separately do a time study, mutually agree and document the
turnaround times, quality, auditing and other compliance requirements and obligations.]



5. Other Terms.



     [To be completed, if any]


IN WITNESS WHEREOF, the Parties hereto have executed this Statement of Work as a sealed instrument
as of the Effective Date set forth above.




	 	 	 	 	 	 	 	 	 	 	 
	VISION BUSINESS PROCESS SOLUTIONS INC.	 	 	 	ATHENAHEALTH, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 
	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





32









 






EXHIBIT B

CHANGE ORDER (FORM)




Statement of Work Number:

Service Description:

Change Order Number:



This Change Order (the “Change Order”) is entered into on this ___day of
                    , 20___ (the
“Effective Date”) by and between, on the one hand athenahealth, Inc. (“Athena”), and on the other
hand Vision Business Process Solutions Inc., (“Perot Systems”), and is entered into under the
Master Agreement (the “Master Agreement”) between Athena and Perot Systems dated as of
                    , 2008 and the Statement of Work referenced above.



Unless otherwise defined herein, capitalized terms used in this Statement of Work shall have the
same meanings as set forth in the Master Agreement.




[Describe changes to provisions of the Statement of Work]



IN WITNESS WHEREOF, the Parties hereto have executed this Change Order as a sealed instrument as of
the Effective Date set forth above.




	 	 	 	 	 	 	 	 	 	 	 
	VISION BUSINESS PROCESS SOLUTIONS INC.	 	 	 	ATHENAHEALTH, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 
	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





33









 






EXHIBIT C

SERVICE LOCATIONS




1. Chennai, India




2. Coimbatore, India




3. Manila, Philippines




4. Such other locations, as mutually agreed between the Parties.




34









 





EXHIBIT D

NEW ENTITY AGREEMENT (FORM)




New Entity Full Legal

Name:

Entity Type:

Address, Phone, Fax:

Contact Person:



This New Entity Agreement (the “New Entity Agreement”) is entered into on this ___day of
                    , 20___ (the “Effective Date”) by and between athenahealth, Inc. (“Athena”) and the
above-captioned entity (“New Entity”), and is subject to, and upon execution shall be incorporated
into the Master Agreement (the “Master Agreement”) between Athena and Vision Business Process
Solutions Inc., (“Perot Systems”) dated as of                     , 2008.



Unless otherwise defined herein, capitalized terms used in this New Entity Agreement shall have the
same meanings as set forth in the Master Agreement.



1. Terms and Conditions. By entering into this New Entity Agreement, New Entity shall
become a Party under the Master Agreement as a ‘Perot Systems Party’, and shall be bound by all of
the terms and conditions, including without limitation rights, liabilities, covenants,
representations, warranties, obligations, and limitations to the same extent and manner as apply to
Perot Systems under the Master Agreement.



2. Provision of Services. Notwithstanding the foregoing, New Entity will become bound by
Statements of Work only which New Entity has executed or has become a Party by executing a Change
Order or other amendment to the Statement of Work. New Entity will perform such Services as are
specified in a Statement of Work with respect to which New Entity is a Party.



3. Notices. Notices sent to New Entity under the Master Agreement shall be sent to the
address, number, and contact person set forth above.




[Signatures appear on following page]




35









 




IN WITNESS WHEREOF, the Parties hereto have executed this New Entity Agreement as a sealed
instrument as of the Effective Date set forth above.




	 	 	 	 	 	 	 	 	 	 	 
	ATHENAHEALTH, INC.	 	 	 	[Name of New Entity]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 
	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	VISION BUSINESS PROCESS SOLUTIONS INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





36









 






EXHIBIT E

BUSINESS ASSOCIATE TERMS AND CONDITIONS





	1.	 	Definitions. For purposes of this Exhibit, capitalized terms used, but not otherwise
defined in the Agreement or this Exhibit shall have the same meaning as given to those terms
in 45 CFR §§160 and 164. For purposes of this Exhibit, “Business Associate” refers to Perot
Systems, and “Covered Entity” refers to Athena. “Privacy Rule” refers to the privacy
standards adopted under HIPAA and set forth at 45 CFR § 164 Subpart E. “Security Rule” refers
to the security standards adopted under HIPAA and set forth at 45 CFR § 164 Subpart C.
	 
	2.	 	Obligations and Activities of Business Associate.






Notwithstanding any provision to the contrary in the Agreement, Business Associate shall:




a. Not use or disclose Protected Health Information that it receives from or on behalf of
Covered Entity (including Protected Health Information of Covered Entity’s customers) or that
it creates on behalf of Covered Entity (collectively “PHI”) other than as permitted or
required by this Exhibit, or as required by law;




b. Not use or disclose PHI in a manner that would violate the requirements of the Privacy Rule
when done by Covered Entity, except as permitted by Section 3(b) or 3(c), below, and Business
Associate shall be permitted to (i) use PHI for the proper management and administration of
Business Associate or to carry out the legal responsibilities of Business Associate; (ii)
disclose PHI for the proper management and administration of Business Associate or to carry
out the legal responsibilities of Business Associate if (A) the disclosure is required by law;
or (B) Business Associate obtains reasonable written assurances from the person to whom it
disclosed the PHI that it will remain confidential and used or further disclosed only as
required by law or for the purpose for which it was disclosed to the person, and the person
notifies Business Associate of any instances of which it is aware in which the confidentiality
of the PHI has been breached; and (iii) use PHI to provide data aggregation services to
Covered Entity as permitted by 45 C.F.R. Section 164.504(e)(2)(i)(B) if the performance of
data aggregation services is necessary for Business Associate to perform its obligations under
the Agreement or Covered Entity otherwise requests data aggregation services from Business
Associate;




c. When it has possession of PHI, is accessing PHI, (other than when present at a any facility
owned or leased by or on behalf of Covered Entity (each a “Covered Entity Facility”) or when
accessing or utilizing any equipment, software, tools or other information technology owned,
leased or licensed by or on behalf of Covered Entity (“Covered Entity Systems”), each of which
is governed by Section 2(e) below), it shall use appropriate safeguards as required by
the Privacy Rule to prevent use or disclosure of the PHI other than as provided for by this
Agreement;



37









 






d. When it has possession of electronic PHI, is accessing electronic PHI, or is transmitting
electronic PHI (other than when present at a Covered Entity Facility or when accessing or
utilizing a Covered Entity System, each of which is governed by Section 2(e) below),
it shall implement administrative, physical, and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of such electronic PHI
as required by, and as more specifically set forth in, the Security Rule;




e. When present at a Covered Entity Facility (e.g., when providing Services at a Covered
Entity Facility) or accessing or utilizing a Covered Entity System, Business Associate shall
comply with Covered Entity’s standard safeguards to prevent the use or disclosure of PHI
(including Covered Entity’s standard administrative, physical and technical safeguards to
protect the confidentiality, integrity and availability of electronic PHI) applicable to such
Covered Entity Facility or such Covered Entity System, provided Covered Entity has given
Business Associate prior written notice of such safeguards;




f. Mitigate, to the extent practicable, any harmful effect that is known to Business Associate
of a use or disclosure of PHI by Business Associate in violation of the requirements of this
Exhibit;




g. Report promptly to Covered Entity (i) any use or disclosure of the PHI by Business
Associate not provided for by this Exhibit of which it becomes aware and (ii) any “security
incident” as defined in the Security Rule of which it becomes aware;




h. Ensure that any agent, including a subcontractor, to whom it provides PHI agrees to the
restrictions and conditions that are substantially similar in all material respects to the
restrictions and conditions that apply through this Exhibit to Business Associate with respect
to such information;




i. Provide access, at the request of Covered Entity, and in the time and manner reasonably
designated by Covered Entity, to PHI in a Designated Record Set that is being maintained by
Business Associate in the format and on the media in use as of the date of the request, to
Covered Entity or, as directed by Covered Entity, to an individual in order for Covered Entity
to meet the requirements under 45 CFR §164.524, at no cost to Covered Entity or the individual
other than payment by Covered Entity for the media then in use;




j. Make any amendment(s) to PHI in a Designated Record Set that is being maintained by
Business Associate that Covered Entity directs or agrees to pursuant to 45 CFR §164.526 at the
request of Covered Entity, and in the time and manner reasonably designated by Covered Entity
in order for Covered Entity to meet the requirements under 45 CFR §164.526;



38









 






k. Make its internal practices, books, and records relating to the use and disclosure of PHI
available to the Secretary, in a time and manner designated by the Secretary, for purposes of
the Secretary determining Covered Entity’s compliance with the Privacy Rule;




l. Unless otherwise mutually agreed in writing between the Business Associate and the Covered
Entity, make available to the Covered Entity the information pertaining to the disclosures of
PHI made by Business Associate and information related to such disclosures pursuant to the
Agreement in order to assist the Covered Entity to respond to a request by an individual for
an accounting of disclosures of PHI in accordance with 45 CFR §164.528;




m. Upon Business Associate’s receipt of written notice from Covered Entity that Covered Entity
has received a request for an accounting of disclosures of PHI regarding an individual,
provide to Covered Entity , in a time and manner reasonably designated by Covered Entity,
information collected in accordance with Section 2(l), to permit Covered Entity to respond to
a request by that individual for an accounting of disclosures of PHI in accordance with 45 CFR
164.528, and it shall be Covered Entity’s responsibility to prepare and deliver any such
requested accounting;




n. Establish and enforce appropriate clearance procedures and supervision to assure that its
workforce follows requirements consistent with Business Associate’s obligations under this
Exhibit.




o. Act immediately and effectively to terminate access to PHI of any of its staff upon such
staff member’s termination or reassignment; and




p. Provide appropriate training for its staff to assure that its staff complies with its
obligations consistent with the requirements of this Exhibit.




	3.	 	Permitted Uses and Disclosures by Business Associate. 






a. Except as otherwise limited in this Agreement, Business Associate may use and disclose PHI
only as necessary for its provisions of Services under the Agreement, provided that such use
would not violate the Privacy Rule if done by the Covered Entity, except as permitted by
Sections 2(b)(ii) – (iii) above and Section 3(b) and Section 3(c) below.




b. Except as otherwise permitted by this Exhibit, Business Associate will not disclose PHI to
any person or entity other than Covered Entity without Covered Entity’s express written
consent.




c. Business Associate may disclose PHI to its agents and approved subcontractors solely for
the purpose of performing Business Associate’s obligations under this Agreement and for those
purposes set forth in Section 3(a) only if such agents, subcontractors and
representatives agree in writing to be bound by and comply with



39









 







restrictions and conditions that are substantially similar in all material respects to the
restrictions and conditions that apply through this Agreement to Business Associate with
respect to such information in accordance with Section 2(h) above.




	4.	 	Obligations of Covered Entity.






a. Covered Entity shall notify Business Associate of any changes in, or revocation of, any
consent, authorization or permission by an individual to use or disclose PHI of which Covered
Entity has knowledge, to the extent that such changes may affect Business Associate’s
permitted or required use or disclosure of PHI specified in this Exhibit.




b. Covered Entity shall notify Business Associate of any restriction to the use or disclosure
of PHI to which Covered Entity is bound under 45 CFR §164.522 and of which Covered Entity has
knowledge, to the extent that such restriction may affect Business Associate’s permitted or
required use or disclosure of PHI specified in this Exhibit.




c. Covered Entity shall notify Business Associate in writing of any limitation(s) in the
notice of privacy practices of any Provider (as defined in HIPAA) in accordance with 45 C.F.R.
§ 164.520 and of which Covered Entity has knowledge, to the extent any such limitations may
affect Business Associate’s permitted or required use and disclosure of PHI specified in this
Exhibit.




d. Without limiting Sections 2(b)(ii) – (iii), Section 3(b) and Section 3(c) above, Covered
Entity shall not request, and the performance of the Services shall not require, Business
Associate to use or disclose PHI in any manner that would not be permissible if done by
Covered Entity.




	5.	 	Term and Termination.






a. The term of this Exhibit will begin as of the effective date of the Agreement and will
terminate when the Agreement terminates.




b. Upon material breach of this Exhibit by Business Associate, Covered Entity:




(1) Will provide thirty (30) days from Business Associate’s receipt of written notice from
Covered Entity specifying the breach in reasonable detail for Business Associate to cure the
breach or to end the violation and if Business Associate does not cure the breach or end the
violation within such 30-day period, Covered Entity will have the right to terminate this
Exhibit and the Agreement effective on written notice of termination, without further
liability by reason of such termination;




(2) If cure is not possible, Covered Entity will have the right to terminate this Exhibit and
the Agreement pursuant to the provisions of Section 4 (b) of the



40









 







Agreement, without further liability by reason of such termination by providing Business
Associate with written notice of termination; or




(3) If neither termination nor cure is feasible, Covered Entity will report the violation to
the Secretary.




c. Except as provided in paragraph (d) of this Section, upon any termination or expiration of
this Agreement, Business Associate will return all PHI to the Covered Entity. Business
Associate will retain no copies of PHI including but not limited to paper or electronic
copies.




d. If return or destruction of the PHI is not feasible, Business Associate will notify Covered
Entity in writing of the conditions that make its return or destruction not feasible.
Business Associate will extend the protections of this Exhibit to such PHI and limit further
uses and disclosures of such PHI to those purposes that make its return or destruction not
feasible, for so long as Business Associate maintains such PHI.




	6.	 	Miscellaneous.






a. Subject to the applicable provisions of the Agreement, the Parties agree to take such
action to amend the Agreement and this Exhibit from time to time as is necessary for Covered
Entity to comply with the requirements of HIPAA, the Privacy Rule and the Security Rule.




b. The obligations of Business Associate under Section 5(c) and (d) of this Exhibit will
survive the termination of the Agreement.



41









 





EXHIBIT G




TERMINATION AGREEMENT




     THIS TERMINATION AGREEMENT (“Termination Agreement”), effective as of January 1, 2009
(the “Termination Effective Date”), is by and among: (i) Perot Systems Business Process
Solutions India Private Limited, (“PSBPS India”), (ii) Vision Business Process Solutions
Inc. (“VBPS”), (iii) Perot Systems Philippines Inc. (“PSPI”), and (iv) athenahealth Inc.
(“Athena”).



     PSBPS India, VBPS and PSPI are hereinafter together referred to as “Perot Systems”. Both Perot
Systems and Athena are hereinafter together referred to as “Parties”.



     WHEREAS, effective December 9, 2002, Perot Systems and Athena entered into a Services
Agreement (together with all its amendments & the novation agreement dated June 15, 2007, all as
listed in Annexure 1 herein, are hereinafter collectively referred to as the “Services Agreement”)
pursuant to which Perot Systems provides certain data processing, business process solutions and
related services to Athena; and



     WHEREAS, with effect from the Termination Effective Date, VBPS and Athena have entered into a
Master Agreement (the “Master Agreement”) pursuant to which VBPS has agreed to provide certain data
processing, business process solutions and related services to Athena; and



     WHEREAS, in light of the execution of the Master Agreement, the Parties wish to terminate the
Services Agreement with effect from the Termination Effective Date.



     NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the
parties agree as follows:




	 	1.	 	The Parties hereby agree that with effect from the Termination Effective
Date, the Services Agreement, together with all its amendments, including all Task
Orders executed thereunder and the Novation Agreement dated June 15, 2007, all as
listed in detail in Annexure 1 herein, shall be terminated and shall have no further
force or effect.





42








 










IN WITNESS WHEREOF, the parties have caused this Amendment to be signed and delivered by their duly
authorized representative as of the Termination Effective Date.




	 	 	 	 	 	 	 	 	 	 	 
	PEROT SYSTEMS BUSINESS	 	 	 	ATHENAHEALTH INC.	 	 
	PROCESS SOLUTIONS INDIA	 	 	 	 	 	 	 	 
	PRIVATE LIMITED	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	VISION BUSINESS PROCESS SOLUTIONS INC.	 	 	 	PEROT SYSTEMS PHILIPPINES INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





43









 





ANNEXURE 1 TO EXHIBIT G





	1.	 	Amendment No. 1 dated October 13, 2004 to the Service Agreement
	 
	2.	 	Amendment No. 2 dated March 8, 2005 to the Service Agreement
	 
	3.	 	Amendment No. 3 dated April 12, 2006 to the Service Agreement
	 
	4.	 	Amendment No.4 to the Services Agreement dated June 15, 2007, executed among Athena,
PSBPS India, VBPS and PSPI.
	 
	5.	 	Novation Agreement dated June 15, 2007 executed among Athena, PSBPS India, VBPS and
PSPI.
	 
	6.	 	The following Task Orders executed under the Service Agreement:






	 	a.	 	Task Order No.1 (effective March 8, 2005) dated April 13, 2005
	 
	 	b.	 	Task Order No.2 (effective March 7, 2005) dated April 13, 2005
	 
	 	c.	 	Task Order No.3 (effective June 13, 2006) dated June 15, 2006
	 
	 	d.	 	Amendment to Task Order No.3 (effective January 1, 2007) dated
January 11, 2007
	 
	 	e.	 	Task Order No.4 (effective November 30, 2005) dated August 23, 2006
	 
	 	f.	 	Task Order No.5 (effective March 21, 2006) dated October 13, 2006
	 
	 	g.	 	Task Order No.6 (effective March 21, 2006) dated September 4, 2006






44












 





STATEMENT OF WORK




	 	 	 
	Statement of Work Number:

	 	001 
	Service Description:

	 	POSTING PROCESS





This Statement of Work (the “Statement of Work”) is entered into effective as of the 1st
day of January, 2009 (the “Effective Date”) by and among, on the one hand athenahealth, Inc.
(“Athena”), and on the other hand Vision Business Process Solutions, Inc. (“Perot Systems”), , and
is subject to, and upon execution shall be incorporated into the Master Agreement (the “Master
Agreement”) between Athena and Perot Systems dated as of June 30, 2008.



Unless otherwise defined herein, capitalized terms used in this Statement of Work shall have the
same meanings as set forth in the Master Agreement.





	1.	 	Term.





     This Statement of Work shall be in effect for a period of five (5) years from the Effective
Date (the “Initial Term”). Upon expiration of the Initial Term, this Statement of Work will
automatically be renewed for consecutive additional terms of two (2) years each.



     Either Party may terminate this Statement of Work without cause, at any time, by providing the
other party with a prior written notice of at least fifteen (15) calendar months. Notwithstanding
the foregoing, either Party may terminate this Statement of Work as provided in this Statement of
Work or in the Master Agreement.




	2.	 	Services.





     Perot Systems shall provide the following Services subject to the terms of this Statement of
Work:


a. Payment Posting Services: Payment Posting encompasses three distinct workflows: (i)
Payment Batch Creation, (ii) Data Entry, and (iii) Manual Payment Posting. Definitions of each
workflow are provided below.





i. Payment Batch Creation:




Payment Batch Creation involves reviewing images in a parent batch and executing any
divisions necessary to prepare batches appropriate for data entry and/or ERA posting.




ii. Data Entry:




This Service involves data entry of payment and denial data from explanation of benefits
(“EOBs”) and other documentation. Line item charges on EOBs will be matched against an
extract of claims information from athenaNet and payment and denial data will then be
entered to complete agreed formats to record payer adjudication of each appropriate charge.




Perot Systems performs its work on a semi-on line model, which model requires Perot Systems
to employ an offline application to accept both claims extract data and the data entered
from EOBs. The completed data from the application is then provided to Athena using an
agreed data transfer protocol.



1









 





Confidential
Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.



iii. Manual Payment Posting:



Perot Systems manually posts items that fail to auto-match and/or auto-post in athenaNet.
Athena will provide a real-time assignment queue in athenaNet to allocate unresolved
batches in priority order to Perot Systems staff (“Posting Analysts”). Posting Analysts
will resolve the transactions in the batch that were not automatically posted to athenaNet.
The service will also include, at Athena’s direction, creating unpostable records, wand
posting transactions manually upon Athena’s request.



b. Exception Processing Services: Exception Processing encompasses two distinct workflows: (i) the
resolution of unpostable records, and (ii) the resolution of posting errors found either by Athena
staff, Perot Systems staff engaged in A/R management workflows, or Athena Clients.





i. Resolution of Unpostable Records:




Perot Systems shall resolve records marked as unpostable during the Payment Posting
process.




ii. Posting Error Correction:




Perot Systems shall correct records that are identified as having been posted in error.




	3.	 	Pricing.





     In consideration for the provision of the Services described in this Statement of Work, Athena
will pay Perot Systems at the following rates:



	 	 	 
	Process	 	Base Price
	Payment Batch Creation
	 	$* per image
	Payment Posting (Data Entry)
	 	$* per line item
	Payment Posting: New Patients
	 	$* per transaction
	Posting Analysts
(standard processing)
	 	$* per transaction
	Posting Analysts
(Posting Kick Codes & Unpostables)
	 	$* per FTE hour





The parties shall consider moving to a transaction-based payment method for hourly Posting Analysts
as mutually agreed during the term of the Statement of Work.





	4.	 	Process Turnaround Time and Quality Standards:





*



2









 





Confidential
Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.



*



3









 





Confidential
Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.



*



IN WITNESS WHEREOF, the Parties hereto have executed this Statement of Work as a sealed instrument
as of the Effective Date set forth above.




	 	 	 	 	 	 	 	 	 
	VISION BUSINESS PROCESS SOLUTIONS INC.	 	ATHENAHEALTH, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Charles N Bell
 

	 	By:
	 	/s/ James M. MacDonald
 

	 	 
	Name:

	 	Charles N. Bell
	 	Name:
	 	James M. MacDonald	 	 
	Title:

	 	Assistant Secretary
	 	Title:
	 	SVP & COO	 	 
	Date:

	 	6/30/08
	 	Date:
	 	6/30/08	 	 





4








 






STATEMENT OF WORK




	 	 	 
	Statement of Work Number:

	 	002 
	Service Description:

	 	PAYER CONTACT ACTIVITIES





This Statement of Work (the “Statement of Work”) is entered into effective as of the 1st
day of January, 2009 (the “Effective Date”) by and among, on the one hand athenahealth, Inc.
(“Athena”), and on the other hand Vision Business Process Solutions, Inc. (“Perot Systems”), and is
subject to, and upon execution shall be incorporated into the Master Agreement (the “Master
Agreement”) between Athena and Perot Systems dated as of June 30, 2008.



Unless otherwise defined herein, capitalized terms used in this Statement of Work shall have the
same meanings as set forth in the Master Agreement.





	1.	 	Term.





     This Statement of Work shall be in effect for a period of five (5) years from the Effective
Date (the “Initial Term”). Upon expiration of the Initial Term, this Statement of Work will
automatically be renewed for consecutive additional terms of two (2) year each.



     Either Party may terminate this Statement of Work without cause, at any time, by providing the
other party with a prior written notice of at least fifteen (15) calendar months. Notwithstanding
the foregoing, either Party may terminate this Statement of Work as provided in this Statement of
Work or in the Master Agreement.




	2.	 	Services.





     Perot Systems shall provide the following Services subject to the terms of this Statement of
Work:


a. Payer Contact Activities: Payer contact is comprised of four similar, yet distinct
workflows designed to gather data from payers: (i) Claim Tracking, (ii) Remittance Tracking, (iii)
Unpostable Tracking, and (iv) Denials Management. Each activity is defined and described below.





i. Claim Tracking




Claim Tracking involves contacting payers via web, telephone, fax, and direct mail
inquiries in an effort to obtain claim status information and to update athenaNet with the
same. The claims processed in this workflow have an unknown payer adjudication status.
The goal of the workflow is to identify any payer processing issues that may have delayed
adjudication and payment, and to either resolve the issue or notify the appropriate next
responsible party to initiate resolution.




Athena places claims in this workflow in a worklist daily, for processing by the Perot
Systems Claim Tracking team. Prior to contacting the payer for claim status, claims must
first be thoroughly reviewed through a detailed analysis of the claim history, including
without limitation (i) review of all events visible from the claim edit page in
chronological order to understand the processing to date of each claim, (ii) review of any
payments posted or documentation attached to the claim which could impact the dialogue with
the payer once contact is established, and (iii) review of all relevant demographic data
prior to contacting the payer so that the call agent has a firm understanding of the types
of insurance coverage the patient currently has or may have had in the past.




On completion of the above analysis, including identification of the payer with whom
processing status is unknown, the agent will contact the payer by calling the number(s)



1 of 6 









 







listed in athenaNet on the payer setup page, or by another contact method as directed by
Athena.




The Claim Tracking team will follow documented workflows supplied by Athena. Details of
the call and the relevant data points collected for each payer contact event will be
updated in athenaNet through (i) direct entry in unique data fields and (ii) creation of an
updated claim note, which contains a unique kick code to characterize the information
received from the payer and to identify the specific reason for the call.




ii. Remittance Tracking




Remittance Tracking involves contacting payers via web, telephone, fax, and direct mail
inquiries to obtain copies of claim remittance and proof of payment to be used for posting
activities. The claims processed in this workflow are known to be paid claims, as
documented in connection with a previous payer contact event. The goals of this workflow
are to (i) obtain a copy of the remittance detail (EOB) and proof of payment (check copy of
verbal confirmation of disbursement details), (ii) forward the remittance detail and proof
of payment to the posting department for claim posting, and (iii) identify any possible
reasons for the initial failure of the remittance documents to be received and processed in
a timely manner. The primary activity is confirmation of the pay-to address used by the
relevant payer.




Athena places claims in this workflow in a worklist daily for processing by the Remittance
Tracking team. Prior to contacting the payer for claim status, claims must first be
thoroughly reviewed through a detailed analysis of the claim history, including without
limitation (i) review of all events visible from the claim edit page in chronological order
to understand the processing to date of each claim, (ii) review of any payments posted or
documentation attached to the claim which could impact the dialogue with the payer once
contact is established, (iii) review of all relevant unpostables inventory in athenaNet to
search for missing remittance documentation prior to contacting the payer, and (iv) review
of all relevant demographic data..




It can be the case that the remittance documents have already been received and a
processing oversight or timing delay may have resulted in a failure to apply information to
the claim. Since the payer has already been contacted and confirmed payment, the claim
history will contain many of the payment details. These payment details can be used to
search data fields in the unpostables library in order to aid the process of identifying
previously received data that might now be able to be applied to the claim.




On completion of the above analysis, including identification of the payer from which
remittance documentation is needed, the agent will contact the payer by calling the
number(s) listed in athenaNet on the payer setup page, or by another contact method as
directed by Athena.




The Remittance Tracking team will follow documented workflows supplied by Athena. Details
of the call and the relevant data points collected for each payer contact event will be
updated in athenaNet through (i) direct entry in unique data fields, and (ii) creation of
an updated claim note, which contains a unique kick code to characterize the information
received from the payer and to identify the specific reason for the call.




iii. Unpostables Tracking




Unpostables Tracking involves contacting payers via web, telephone, fax, and direct mail
inquiries to obtain detailed claim data or copies of claim remittance and proof of payment
to be used for posting activities for unpostable records. Unpostable records are not able
to be uniquely associated with a specific charge line in athenaNet and therefore are not



2 of 6 









 







yet postable into the system. The goal of the workflow is to obtain the information needed
to supplement the unpostable record so that the data can then be applied to individual
charge lines in athenaNet and posted accordingly.




Only unpostable records for which contact with the payer is required to aid resolution are
processed in this workflow. Unpostable records are categorized by the characteristics and
resolution path of the records. The categories handled by the Unpostables Tracking process
are:




	 	•	 	Missing EOB
	 
	 	•	 	Missing Check
	 
	 	•	 	Missing Page
	 
	 	•	 	Provider Takeback
	 
	 	•	 	Check Amount Different than EOB
	 
	 	•	 	Rebate Check
	 
	 	•	 	Unreadable EOB






Athena places claims in this workflow daily for processing by the Perot Systems Unpostables
Tracking team. Prior to contacting the payer on an unpostable record, the record must
first be thoroughly reviewed through a detailed analysis of the unpostable history,
including without limitation (i) review of all events visible from the unpostable edit page
in chronological order to understand the processing to date of each record, and (ii) review
of any changes in status or added notes which could impact the dialogue with the payer once
contact is established.




On completion of the above analysis, including identification of the payer from which
remittance documentation is needed, the agent contacts the payer by calling the number(s)
listed in athenaNet on the payer setup page, or by another contact method as directed by
Athena.




The Unpostables Tracking team will follow documented workflows supplied by Athena. Details
of the call and the relevant data points collected for each payer contact event will be
updated in athenaNet through (i) direct entry in unique data fields and (ii) creation of an
updated claim note, which contains a unique kick code to characterize the information
received from the payer and to identify the specific reason for the call.




iv. Denials Management




Denials Management involves contacting payers via web, telephone, fax, and direct mail
inquiries in an effort to obtain denial status information and to update athenaNet with the
same. The claims processed in this workflow have been processed and denied by payers. The
goal of the workflow is to identify any opportunity to initiate reprocessing or
reconsideration of the claim to have the denial overturned and payment issued. In the case
of a final denial, the goal is to obtain as much detail about the reasons for the denial as
possible to appropriately categorize the payer and to use such information to avoid future
denials.




Athena places claims in this workflow in a worklist daily, for processing by the Perot
Systems Claim Tracking team. Prior to contacting the payer for claim status, claims must
first be thoroughly reviewed through a detailed analysis of the claim history, including
without limitation (i) review of all events visible from the claim edit page in
chronological order to understand the processing to date of each claim, (ii) review of any
payments posted or documentation attached to the claim which could impact the dialogue with
the payer once contact is established, and (iii) review of all relevant demographic data
prior



3 of 6 









 





Confidential
Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.



to contacting the payer so that the call agent has a firm understanding of the types of
insurance coverage the patient currently has or may have had in the past.




On completion of the above analysis, including identification of the payer with which the
claim has denied, the agent will contact the payer by calling the number(s) listed in
athenaNet on the payer setup page, or by another contact method as directed by Athena.




The Denials Management team will follow documented workflows supplied by Athena. Whenever
possible, reconsideration should be initiated over the phone. Team members must exercise
any available opportunity to initiate action over the phone or a follow-up faxed
resubmission, which may quickly re-start activity on the claim and to obtain payment.
Details of the call and the relevant data points collected for each payer contact event
will be updated in athenaNet through (i) direct entry in unique data fields and (ii)
creation of an updated claim note, which contains a unique kick code to characterize the
information received from the payer and to identify the specific reason for the call.




	3.	 	Pricing.





     In consideration for the provision of the Services described in this Statement of Work, Athena
will pay Perot Systems at the rate of $* per transaction.




	4.	 	Process Turnaround Time and Quality Standards





*



4 of 6 









 





Confidential
Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.



*




	5.	 	Workflow, Security, and Technology




Specific workflow and training documentation will be provided by Athena. All work to be completed
must be based in, and all responses logged in, athenaNet directly. All PHI and transaction data
must be directly entered into athenaNet and not stored in any auxiliary systems.




5 of 6 









 







Whenever present, discreet data fields must be individually populated to store information rather
than storing the same in free text note fields.





	6.	 	Athena Responsibilities




Athena is responsible for maintaining the underlying functionality that supports the worklists and
queueing of records for each of these payer contact activities. Athena is further responsible for
providing detailed workflow information and supplemented training information as needed to support
the activities.



IN WITNESS WHEREOF, the Parties hereto have executed this Statement of Work as a sealed instrument
as of the Effective Date set forth above.




	 	 	 	 	 	 	 	 	 
	VISION BUSINESS PROCESS SOLUTIONS INC.	 	ATHENAHEALTH, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Charles N Bell
 

Charles N. Bell
	 	By:

Name:
	 	/s/ James M. MacDonald
 

James M. Macdonald
	 	 
	Title:

	 	Assistant Secretary
	 	Title:
	 	SVP & COO	 	 
	Date:

	 	6/30/08
	 	Date:
	 	6/30/08	 	 






6 of 6 









 






STATEMENT OF WORK




	 	 	 
	Statement of Work Number:

	 	003 
	Service Description:

	 	ENROLLMENT SERVICES





This Statement of Work (the “Statement of Work”) is entered into as of the 1st day of
January, 2009 (the “Effective Date”) by and among, on the one hand athenahealth, Inc. (“Athena”),
and on the other hand Vision Business Process Solutions, Inc. (“Perot Systems”) and is subject to,
and upon execution shall be incorporated into the Master Agreement (the “Master Agreement”) between
Athena and Perot Systems dated as of June 30, 2008.



Unless otherwise defined herein, capitalized terms used in this Statement of Work shall have the
same meanings as set forth in the Master Agreement.





	1.	 	Term.





     This Statement of Work shall be in effect for a period of one (1) year from the Effective Date
(the “Initial Term”). Upon expiration of the Initial Term, this Statement of Work will
automatically be renewed for consecutive additional terms of one (1) year each unless either party
gives at least six (6) months notice of its intent not to renew. Either party may terminate this
Statement of Work at any time, without cause, by giving the other party at least six (6) months
prior notice. Notwithstanding the foregoing, either Party may terminate this Statement of Work as
provided in this Statement of Work or in the Master Agreement.




	2.	 	Services.




Perot Systems shall provide the following Services subject to the terms of this Statement of Work
in accordance with the business rules supplied by Athena:



a. Enrollment Services: Enrollment Services includes five areas of work: (i) Pay-to, (ii)
Pay-to Change, (iii) Lockbox Migrations, (iv) Eligibility Report, (v) Small Group Implementation,
and (vi) Post Live Provider Number Add. Each activity is defined and described below.





i. Pay-to




Pay-to services involve working claims which are moved to the Pay-to Bucket in athenaNet
claim tracking, to check whether the provider’s Pay-to address is correct. The Pay-to data
is copied and saved from Citrix to the Local Drive. Claims are then allotted to each
Enrollment Analyst, in an excel worksheet saved in the local disk. The Analyst then places
a call to the Payer, to verify the accuracy of the Pay-to address. Once the Payer has
verified the correct Pay-to address, then the same is documented in the athenaNet System
along with the effective date and appropriate kick code. In addition, the required
documents (W-9, request letter, Payer form) are faxed to the Payer to change the address.




ii. Pay-to Change




Pay-to Change involves confirming with the Payer that the address change request has been
completed properly. This confirmation consists of a follow up call after the address change
request has been sent. The Enrollment Analyst calls the Payer, to verify if the Pay-to
address has been updated as requested. If the Payer has the correct Pay-to address, then it
will be documented in the athenaNet System with the effective date and appropriate Kick
code; in addition, the required documents (w9, request letter, Payer form) are faxed to the
Payer to request that the change in the address be made.



1 of 4 









 





Confidential
Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.



iii. Lockbox Migrations




The Service entails a change of the billing address for an entire medical group. In this
process, documentation is done within Citrix and not in athenaNet. A list of Payers is
entered into an excel spreadsheet and saved to Citrix. The Enrollment Analyst then places
calls to the Payer and confirms their process for changing Pay-to addresses. The required
documents (w9, request letter, Payer form) are then faxed to the Payer to change the
address. Enrollment Analysts make follow up phone calls to the Payer(s) until the new
Pay-to address has been confirmed with all Payers.




iv. Eligibility Error Report




The Service entails working a list of eligibility enrollment errors, which are saved to an
excel spreadsheet on Citrix. Enrollment Analysts review the spreadsheet and refer to the
Payer Set-up Guide to determine the eligibility enrollment process for Payers and
clearinghouses. The Enrollment Analysts then follow the process outlined in the Payer
Set-up Guide to complete enrollment.




v. Small Groups Implementations




The service entails completion of all necessary enrollment work required to bring a
practice live on AthenaNet. Enrollment Analysts call Payers to verify provider and group
numbers; complete enrollment paperwork to enroll clients for electronic transactions,
including E-Claims, Electronic Remittance Advice, eligibility and Electronic Funds
Transfer; follow up with Payers to make sure enrollment paperwork is approved; and change
the practice’s Pay-to address with Payers.




vi. Post Live Provider Number Add




The service entails verification of provider and/or medical group information with payers.
The following data elements may be included as part of the service: Provider Legacy Number,
Medical Group Legacy Number, Medical Group Legacy Number Override, Individual NPI Number,
Group NPI Number, Department NPI Number, UPIN Number, Medical License Number,
Pay-to-address.




	3.	 	Pricing.






In consideration for the provision of the Services described in this Statement of Work,
Athena will pay Perot Systems at the rate of $* per full-time equivalent employee
(“FTE”) hour.




The ramp-up pricing for Perot Systems new FTEs shall be charged at fifty percent (50%) of
the standard hourly rate for the first twenty two (22) business days (the “Ramp-up Period)
from their respective start dates.




The parties shall consider moving to a transaction-based payment during the end of the term
of the Statement of Work when mutually agreed.




	4.	 	Reporting.





     Each month, in connection with the monthly invoice, Perot Systems will provide an allocation
of hours worked on each enrollment services activity as outlined in 2a.



2 of 4 









 





Confidential
Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.




	5.	 	Process Turnaround Time; Quality Standards




*




	6.	 	Workflow, Security, and Technology.




Specific workflow and training documentation will be provided by Athena. All work to be completed
must be based in, and all responses logged in, athenaNet directly. All PHI and transaction data
must be directly entered into athenaNet and not stored in any auxiliary systems. Whenever present,
discreet data fields must be individually populated to store information rather than storing the
same in free text note fields.





	7.	 	Athena Responsibilities.




Athena is responsible for maintaining the underlying functionality that supports the worklists for
each of these enrollment services activities. Athena is further responsible for providing detailed
workflow information and supplemented training information as needed to support the activities.



IN WITNESS WHEREOF, the Parties hereto have executed this Statement of Work as a sealed instrument
as of the Effective Date set forth above.




[Signatures Appear on Following Page]




3 of 4 









 








	 	 	 	 	 	 	 	 	 
	VISION BUSINESS PROCESS SOLUTIONS INC.	 	ATHENAHEALTH, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Charles N Bell
 

Charles N. Bell
	 	By: 

Name:

	 	/s/ James M. MacDonald
 

James M. MacDonald

	Title:

	 	Assistant Secretary
	 	Title:
	 	SVP & COO	 	 
	Date:

	 	6/30/08
	 	Date:
	 	6/30/08	 	 






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STATEMENT OF WORK




	 	 	 
	Statement of Work Number:

	 	004 
	Service Description:

	 	CLINICAL PROCESSING SERVICES





This Statement of Work (the “Statement of Work”) is entered into effective as of the 1st
day of January, 2009 (the “Effective Date”) by and among, on the one hand athenahealth, Inc.
(“Athena”), and on the other hand Vision Business Process Solutions, Inc. (“Perot Systems”) and is
subject to, and upon execution shall be incorporated into the Master Agreement (the “Master
Agreement”) between Athena and Perot Systems dated as of June 30, 2008.



Unless otherwise defined herein, capitalized terms used in this Statement of Work shall have the
same meanings as set forth in the Master Agreement.





	1.	 	Term.





     This Statement of Work shall be in effect for a period of one (1) year from the Effective Date
(the “Initial Term”). Upon expiration of the Initial Term, this Statement of Work will
automatically be renewed for consecutive additional terms of one (1) year each unless either party
gives at least six (6) months notice of its intent not to renew. Either party may terminate this
Statement of Work at any time, without cause, by giving the other party at least six (6) months
prior notice. Notwithstanding the foregoing, either Party may terminate this Statement of Work as
provided in this Statement of Work or in the Master Agreement.




	2.	 	Services.




Subject to the terms of this Statement of Work, Perot Systems will access clinical documents
through athenaNet (“Documents”) and conduct the following activities with respect to the Documents
in accordance with the business rules supplied by Athena (“Business Rules”):





a. Classification. Identify the Document type and classify each Document in
athenaNet in accordance with the Business Rules. Perot Systems will also, if applicable
and in accordance with the Business Rules, identify the patient to whom a Document applies
by reviewing the unique identifiers in each relevant Document.




b. Data Entry. Enter appropriate data into the relevant fields in athenaNet in
accordance with the Business Rules.




c. Quality Assurance. Perform quality assurance steps on each Document by comparing
the information that Perot Systems enters in athenaNet to the data contained within each
Document, in accordance with quality assurance measures as mutually agreed between Athena
and Perot Systems. In addition, Athena and Perot Systems shall work together during the
term of this Statement of Work to develop formal, written Clinical Services quality
assurance specifications (the “QA Specifications”) which shall apply upon approval by
Athena and Perot Systems. Prior to approval of the QA Specifications, quality assurance
shall be performed by both Perot Systems and Athena. Upon such approval of the QA
Specifications, Perot Systems shall assume full responsibility for quality assurance with
respect to the Clinical Services.




	3.	 	Athena’s Obligations. Athena will provide or perform the following in order for
Perot Systems to perform its obligations under this Statement of Work:






a. Athena will work with Perot Systems to develop the Business Rules and to update the
Business Rules from time to time as appropriate, and will provide Perot Systems with such
updated Business Rules when they are available.



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Confidential
Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.




	 	b.	 	Athena will import the Documents into athenaNet in a timely manner.
	 
	 	c.	 	Athena will work with Perot Systems to provide regular training updates as
new functionality is introduced into the system, and will provide related
documentation to Perot Systems as it becomes available.
	 
	 	d.	 	Athena will provide Perot Systems with such level of athenaNet access as is
necessary to provide the services under the Statement of Work.




Perot Systems shall not be liable for any delay or failure in performing its obligations, if such
delay or failure is attributable to any delay or failure of Athena to perform its obligations as
set out herein or under the Agreement in a timely manner.





	4.	 	Pricing.





In consideration for the provision of the Services described in this Statement of Work,
Athena will pay Perot Systems as follows per full-time equivalent employee (“FTE”) hour:




	 	 	 
	Staff Type	 	Base Price
	Staff With Clinical Background

	 	$  * per FTE hour
	Staff Without Clinical Background

	 	$  * per FTE hour





The ramp-up pricing for Perot Systems new FTEs shall be charged at fifty percent (50%) of the
standard hourly rate for the first twenty two (22) business days (the “Ramp-up Period) from their
respective start dates.



The parties shall consider moving to a transaction-based payment during the end of the term of the
Statement of Work when mutually agreed.






	5.	 	Reporting.




Each month, in connection with the monthly invoice, Perot Systems will provide an allocation of
hours worked by all Perot Systems staff, broken down by staff type.





	6.	 	Process Turnaround Time and Quality Standards





*



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Confidential
Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.



*



IN WITNESS WHEREOF, the Parties hereto have executed this Statement of Work as a sealed instrument
as of the Effective Date set forth above.




	 	 	 	 	 	 	 	 	 
	VISION BUSINESS PROCESS SOLUTIONS INC.	 	ATHENAHEALTH, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Charles N Bell
 

Charles N. Bell
	 	By:

Name:
	 	/s/ James M. MacDonald
 

James M. MacDonald
	 	 
	Title:

	 	Assistant Secretary
	 	Title:
	 	SVP & COO	 	 
	Date:

	 	6/30/08
	 	Date:
	 	6/30/08	 	 







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