Unassociated Document


    
      
        Services and License Agreement

        Amended and Restated as of December
2009

      

      


      
        Agreement made as of the 1 st day of
January 2010 (“Effective Date”), by CareAdvantage, Inc. (“CareAdvantage”), a
Delaware corporation with its principal place of business at 485-C Route One
South, Iselin, New Jersey 08830, and Blue Cross and Blue Shield of Vermont
(“BCBSVT”), with its principal place of business at 445 Industrial Lane,
Montpelier, Vermont 05602.

      

      


      
        Whereas, CareAdvantage and
BCBSVT are parties to (i) the Third Amended and Restated Service Agreement dated
as of April 1, 2001, which agreement has been further amended from time-to-time
(with such further amendments, the “Third Amended and Restated Agreement”), and
(ii) the Services and License Agreement dated as of September 1, 2004, which
agreement has been amended from time-to-time (with such further amendments, the
“Service and License Agreement”);

      

      


      
        Whereas, commencing on
January 1, 2010 (“Commencement Date”), BCBSVT desires to assume directly the
performance of certain functions that previously had been performed by
CareAdvantage pursuant to the Third Amended and Restated Agreement and to employ
directly certain CareAdvantage staff that previously had been performing such
functions;

      

      


      
        Whereas, the parties
desire to amend as of the Commencement Date the Third Amended and Restated
Agreement to reflect CareAdvantage’s reduced responsibilities as a result of
BCBSVT’s assumption of the direct performance of certain functions that
previously had been performed by CareAdvantage, and to explicitly provide for
CareAdvantage’s performance of certain of responsibilities;

      

      


      
        Whereas, the parties
desire to amend as of the Commencement Date the Service and License Agreement to
provide for RPNavigator updates six times per year, rather than four times per
year;

      

      


      
        Whereas, the parties
desire to adjust their indemnification obligations as of the Commencement Date
regarding with respect to CareAdvantage staff recruited by BCBSVT and certain
CareAdvantage staff performing services on behalf of BCBSVT;

      

      


      
        Whereas, the parties
desire to provide for the payment prior to the Commencement Date of certain
compensation to CareAdvantage with respect to BCBSVT’s recruitment of
CareAdvantage’s staff;

      

      


      
        Whereas, the parties
desire to amend as of the Commencement Date the Third Amended and Restated
Agreement and the Services and License Agreement to conform to certain informal
agreements between the parties that have not been memorialized including but not
limited to billing and payment practices;

      

      


      
        Whereas, the parties
desire to restate, as further amended, the Third Amended and Restated Agreement
and the Services and License Agreement into this Services and License Agreement
Amended and Restated as of December 2009 (the “Agreement”).

      

      


      
        Now, Therefore, in
consideration of the premises the parties agree as follows:

      

      


      1.        
  RPNavigator
Services and License

      


      1.1  
       RPNavigator
Definitions. As used in this Agreement, the terms below are defined as
follows:

      


      1.1.1            “BCBSVT
Data” means data provided to CareAdvantage by BCBSVT pursuant to
thisAgreement.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    1.1.2            “Covered
Population” means the members eligible to participate in BCBSVT’s HMO,POS, PPO
and ASO product lines.  For the avoidance of doubt, Covered Population
includes members of The Vermont Health Plan LCC (“TVHP”), a wholly-owned
subsidiary of BCBSVT.

    


    1.1.3            “Information”
means all information made available through the Portal, including BCBSVT
Data that is categorized, aggregated, displayed, arrayed, or otherwise made
available through the Portal.

    


    1.1.4            “PMPM”
means Per Member Per Month.

    


    1.1.5            “Portal”
means CareAdvantage’s RPNavigator Secure Information Portal.

    


    1.2          RPNavigator
Services. During the term of this Agreement, CareAdvantage shall perform
the services regarding RPNavigator (“RPNavigator Services”) described in
Attachment 1.2.

    


    1.3          Grant
of License. Subject to the terms and conditions of this Agreement, during
the term of this Agreement CareAdvantage grants BCBSVT the non-exclusive right
to access and use the Portal. CareAdvantage will provide BCBSVT with accounts
accessible solely by password for * (*) concurrent users. BCBSVT may purchase
licenses for additional concurrent users for an additional annual fee of $* per
additional concurrent user.

    


    1.4          Portal
Access. BCBSVT shall be responsible for obtaining the requisite common
carrier communication lines and Internet connections to access the
Portal.

    


    1.5          Security.
CareAdvantage requires and enforces 128-bit encryption for web access to the
Portal. CareAdvantage will limit access to the BCBSVT Data maintained at the
Portal to those persons authorized by BCBSVT and provided a password by BCBSVT.
BCBSVT shall be responsible for the confidentiality of passwords assigned to it
and shall be solely responsible for any authorized or unauthorized access to
BCBSVT Data using such passwords. In addition, BCBSVT shall be responsible for
the configuration and maintenance of the web browser software.

    


    1.6          Ownership.
The Portal contains materials (including but not limited to programs, methods,
design and screen formats) proprietary to CareAdvantage and/or to third parties
(“Third Party Suppliers”) and licensed to CareAdvantage (collectively,
“CareAdvantage Materials”). CareAdvantage and Third Party Suppliers retain title
and ownership to the CareAdvantage Materials; provided, however, that in no
event shall CareAdvantage Materials be deemed to include BCBSVT Data, which
shall remain the sole property of BCBSVT.

    


    1.7          Proprietary
Rights; Corporate Names. BCBSVT understands and agrees that CareAdvantage
and its Third Party Suppliers have proprietary rights in certain trademarks,
service marks, trade names, corporate names and in the format of the reports
used for displaying and arraying the BCBSVT Data (the “Intellectual Property”).
BCBSVT agrees not to use the Intellectual Property in any way that would
infringe the rights of CareAdvantage and its Third Party Suppliers. BCBSVT
agrees not to alter, remove, or obscure any copyright notices or other
proprietary notices on and in any part of the Portal and to include on and in
any copies of reports printed from the Portal the following: “All copyrights in
and to CRGs are owned by 3M. All rights reserved. All copyrights in and to the
algorithms other than CRGs presented in this report, are owned by CareAdvantage,
Inc. All rights reserved.”

    


    1.8          Authorized
Use of Portal and Information. BCBSVT is authorized to use the Portal and
Information solely in accordance with this Agreement. BCBSVT is authorized to
view the BCBSVT Data in any of the reports available at the Portal, to print any
such report, and to use any such report solely for its own purposes in providing
and administering health insurance and benefits (including but not limited to
making copies of such reports and providing copies of such reports to its
customers). Any other use of the Portal or Information by BCBSVT is prohibited
and except as authorized herein, BCBSVT shall not transmit, divulge, or publish
any part of the contents or substance of the Portal or in any way provide the
Information, or any part thereof, to any other person; provided, however, that
the foregoing shall not in any way limit BCBSVT’s use of the BCBSVT
Data.

     

     

      
        

      

    

    Portions of
this page have been omitted pursuant to Confidential Treatment Request and filed
separately with the Commission.


    
      
        
        

      

      
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    1.9          Warranties.

    


    1.9.1          Ownership.
CareAdvantage warrants that it is the owner of the Portal and that it has the
full power, authority and right to license such Portal in the manner set forth
in this Agreement. In the event any third party claims that the Portal infringes
on any patent, copyright, trademark or trade secret, CareAdvantage will, at its
option, defend BCBSVT against such claim, obtain the right to use such patent,
copyright, trademark or trade secret, or refund any monies paid under this
Agreement by BCBSVT for the period at issue on account of the license to use the
Portal and the RPNavigator Services.

    


    1.9.2          No
Other Warranties. CareAdvantage shall furnish to BCBSVT access to and use
of the Portal as promptly and accurately as is reasonably practicable. WITH
RESPECT TO THE INFORMATION AND THE PORTAL, EXCEPT AS PROVIDED IN SECTION 1.9.1,
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No
oral or written information or advice given by CareAdvantage, its agents,
employees, affiliates, directors, or officers, shall create a warranty or in any
way increase the scope of this warranty.

    


    1.10          Limitation
of Liability. The liability of any or all of CareAdvantage, its Third
Party Suppliers and their respective affiliates, agents or licensors and any
other person claiming through, on behalf of, or as harmed by BCBSVT, is limited
to a refund of any monies paid under this Agreement by BCBSVT for the period at
issue on account of the license to use the Portal and the RPNavigator Services.
Neither CareAdvantage nor its Third Party Suppliers and their respective
affiliates, agents or licensors shall be liable to BCBSVT or to any other person
for indirect, punitive, special, consequential or incidental damages (including,
but not limited to, loss of profits or anticipated profits, loss by reason of
shutdown in operation or increased expenses of operation, or other indirect loss
or damage) of any nature arising from any cause whatsoever, even if
CareAdvantage, its Third Party Suppliers, or their respective affiliates, agents
or licensors have been advised of the possibility of such damages. 

    


    2.      
    RPathFinders

    


    2.1.          License.
Subject to the terms and conditions of this Agreement, during the term of this
Agreement CareAdvantage grants BCBSVT the non-exclusive right to use
RPathFinders, only at BCBSVT’s offices in the State of Vermont, and only in
connection with its business of providing health care and managed care
coverage.

    


    2.2          Ownership.
All rights to and in the RPathFinders, including, but not limited to, copyrights
and trade secret rights, belong to CareAdvantage, who holds title to each copy
of RPathFinders. BCBSVT shall not transfer or distribute RPathFinders to others,
and the license granted hereunder shall automatically terminate in the event of
such a transfer or distribution. BCBSVT shall not copy or modify RPathFinders,
except that BCBSVT may copy RPathFinders for authorized use and for archival
purposes so long as all copyright and other notices are reproduced and included
on such copies.

    


    2.3          Term of
License. Upon termination of this Agreement for any reason, BCBSVT shall
return all copies of RPathFinders to CareAdvantage. In addition, CareAdvantage
may terminate the license granted pursuant to Section 2.1 of this Agreement
(without terminating the Agreement) in the event BCBSVT breaches any of the
terms and conditions contained in Section 2, upon which termination BCBSVT shall
return all copies of RPathFinders to CareAdvantage. All provisions of Section 2
relating to disclaimers of warranties, limitation of liability, remedies, or
damages, and CareAdvantage's proprietary rights shall survive termination of the
license and/or Agreement.

     

    
      
         


      

      
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    2.4          Warranties.

    


    2.4.1          Ownership.
CareAdvantage warrants that it is the owner of RPathFinders and that it has the
full power, authority and right to license RPathFinders in the manner set forth
in this Agreement. In the event any third-party claims that the Portal infringes
on any patent, copyright, trademark or trade secret, CareAdvantage will, at its
option, defend BCBSVT against such claim, obtain the right to use such patent,
copyright, trademark or trade secret, or refund any monies paid under this
Agreement by BCBSVT for the period at issue on account of  the license
to use RPathFinders.

    


    2.4.2          No
Other Warranties. EXCEPT AS PROVIDED IN SECTION 2.4.1, THERE ARE NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No oral or
written information or advice given by CareAdvantage, its agents, employees,
affiliates, directors, or officers, shall create a warranty or in any way
increase the scope of this warranty.

    


    2.5          Limitation
of Liability. The liability of any or all of CareAdvantage and its
affiliates, agents or licensors and any other person claiming through, on behalf
of, or as harmed by BCBSVT, is limited to a refund of any monies paid under this
Agreement by BCBSVT for the period at issue on account of the license to use
RPathFinders. Neither CareAdvantage nor its affiliates, agents or licensors
shall be liable to BCBSVT or to any other person for indirect, punitive,
special, consequential or incidental damages (including, but not limited to,
loss of profits or anticipated profits, loss by reason of shutdown in operation
or increased expenses of operation, or other indirect loss or damage) of any
nature arising from any cause whatsoever, even if CareAdvantage, its affiliates,
agents or licensors have been advised of the possibility of such
damages.

    


    2.6          Sublicenses,
etc. Void. Any attempt by BCBSVT to sublicense, assign or transfer any of
the rights, duties or obligations with respect to RPathFinders is
void.

    


    3.       
   Services.

    3.1          Care
Management Support Services. During the term of this Agreement,
CareAdvantage shall perform the care management support services (“Care
Management Support Services”) described in Attachment 3.1.

    


    3.2          Additional
Services. At BCBSVT’s request, CareAdvantage shall perform such
additional services as the parties may agree.

    


    4.      
    Compensation

    


    4.1          RPNavigator
Services and License. BCBSVT shall pay CareAdvantage as compensation for
RPNavigator Services and the license to use the Portal $* PMPM for each member
in the Covered Population. CareAdvantage shall invoice BCBSVT for such
compensation as of the first day of each month during the term of this
Agreement, and BCBSVT shall remit the amount owing to CareAdvantage pursuant to
this Section 4.1 no later than the last day of each such month. Payments made
pursuant to the foregoing sentence shall be reconciled to the eligibility data
for the Covered Population BCBSVT makes available to CareAdvantage each
recurring update, and CareAdvantage shall pay any reconciling adjustment to
BCBSVT within thirty (30) days of its making a determination that such
adjustment is owing, and BCBSVT shall pay any reconciling adjustment to
CareAdvantage within thirty (30) days of CareAdvantage’s notifying it in writing
that such adjustment is owing.

    


    4.2          RPathFinders.
BCBSVT shall pay CareAdvantage the annual sum of $* for the license to use
RPathFinders. Compensation payable pursuant to this Section 4.2 shall be paid in
twelve (12) equal monthly installments of $*. CareAdvantage shall invoice BCBSVT
for each installment as of the first day of each  month during the
term of this Agreement, and BCBSVT shall remit the amount owing to CareAdvantage
pursuant to this Section 4.2 no later than the last day of each such
month.

     

     

    
      
        

      

      Portions of
this page have been omitted pursuant to Confidential Treatment Request and filed
separately with the Commission.
 

    

    
      
         


      

      
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    4.3          Care
Management Support Services. BCBSVT shall pay CareAdvantage the annual
sum of $* for the Care management Support Services. Compensation payable
pursuant to this Section 4.3 shall be paid in twelve (12) equal monthly
installments of $*. CareAdvantage shall invoice BCBSVT for each installment as
of the first day of each month during the term of this Agreement, and BCBSVT
shall remit the amount owing to CareAdvantage pursuant to this Section 4.1 no
later than the last day of each such month.

    


    4.4          Recruitment
Fees. BCBSVT shall pay CareAdvantage a recruiting fee of $* with respect
to its recruitment of Linda Leu and $* with respect to its recruitment of
Stephen Perkins, M.D.; provided that said recruitment fee payment with respect
to Dr. Perkins shall only be payable if BCBSVT actually hires Dr. Perkins prior
to December 31, 2010.  The recruitment fee for Ms. Leu is due and
payable by December 31, 2009.  The recruitment fee for Dr. Perkins
will be due and payable within 30 days after his date of hire by BCBSVT (if he
is, in fact, hired).  This Section shall supersede Section 7.4 below
with respect to Ms. Leu and Dr. Perkins. 

    


    4.5          Additional
Services. BCBSVT shall pay CareAdvantage compensation for Additional
Services in accordance with Attachment 4.5, or on such other terms as the
parties may agree.

    


    4.6          Expenses.
BCBSVT shall reimburse CareAdvantage for CareAdvantage’s reasonable out-of
pocket expenses incurred in providing services under this Agreement, including
expenses for travel, lodging and meals. BCBSVT shall pay CareAdvantage within
thirty (30) days of its receipt of CareAdvantage’s invoice for such
expenses.

    


    4.7          Adjustments.

    


    4.7.1.          On
Account of Changes in Covered Population. CareAdvantage’s compensation
under Section 4.1 has been determined by assuming that BCBSVT will provide a
Covered Population of at least *. If the Covered Population increases beyond *
members or decreases below * members, then at a party’s request the parties
agree to renegotiate in good faith the rate of the PMPM fees.

    


    4.7.2          Annual
Adjustment. Commencing January 1, 2011, and for each year thereafter that
this Agreement remains in effect the fees set forth in Section 4.1, 4.2, 4.3 and
Attachment 4.5 shall increase by such amount as the parties may
agree.

    


    5.      
    Term and
Termination

    


    5.1          Term.
The term of this Agreement shall terminate on December 31, 2010, and shall renew
automatically for successive one (1) year terms, unless either party provides
the other with written notice of nonrenewal not less than ninety (90) days prior
to the end of the scheduled term.

    


    5.2          Termination.
In the event that either party materially defaults in the performance of any of
its duties or obligations under this Agreement and does not substantially cure
such default or defaults within 30 days after being given written notice
specifying the default or defaults, then the non-defaulting party may terminate
this Agreement immediately by giving notice to that effect to the defaulting
party.

    


    6.    
      Indemnification; Defense of
Litigation

    


    6.1          Indemnification.

    


    6.1.1          Generally.
Each party hereto (as such, an "Indemnifying Party") agrees to indemnify, defend
and hold harmless (collectively, "Indemnify") the other party and such other
party's officers, directors, employees or agents (collectively, "Indemnified
Parties") from and against any and all claims, suits, costs and expenses,
including without limitation, costs of investigation and defense, incurred by
such Indemnified Parties as a result of any willful misconduct or any negligent
act or omission by the Indemnifying Party in connection with this Agreement.
This provision is not intended to obligate CareAdvantage to Indemnify BCBSVT for
claims under the terms of BCBSVT’s health insurance policies or HMO agreements
which BCBSVT would have been obligated to pay regardless of the misconduct or
act or omission of CareAdvantage.

     

     

    
      
        

      

      Portions of
this page have been omitted pursuant to Confidential Treatment Request and filed
separately with the Commission.
 

    

    
      
        
        

      

      
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    6.1.2          Indemnification
re Certain Activities. Notwithstanding any provision to the contrary in
Section 6.1.1, BCBSVT agrees to Indemnify CareAdvantage and CareAdvantage’s
officers, directors, employees, ex-employees or agents (collectively, "CAI
Indemnified Parties") from and against any and all claims, suits, costs and
expenses, including without limitation, costs of investigation and defense,
incurred by such CAI Indemnified Parties as a result of (a) any act or omission (i) by
Stephen Perkins, M.D., that occurred in connection with CareAdvantage’s services
for BCBSVT at any time, or (ii) by Linda Leu that occurred in connection with
CareAdvantage's services for BCBSVT prior to the Effective Date of this
Agreement, (b) any act or omission by Richard Bernstein, M.D, that
occurred in connection with CareAdvantage’s services for BCBSVT prior to the
Effective Date of this Agreement, and (c) any act or omission by *, M.D., or any
substitute physician in the event *, M.D., is not available, that occurred in
connection with CareAdvantage’s services for BCBSVT at any time.

    


    6.2          Defense
of Litigation. Except as provided in Sections 1.9.1, 2.4.1 and 6.1, each
party shall be responsible at its own expense for defending itself in any
litigation brought against it, whether or not the other  party is also
a defendant, arising out of any aspect of activities undertaken in connection
with this Agreement. Each party agrees to provide the other party information in
its possession which is necessary to the other party's defense in such
litigation.

    


    6.3          Survival.
The provisions of Section 6 shall survive the expiration or termination of this
Agreement for any reason.

    


    7.          Additional Requirements.

    


    7.1          Independent
Contractors. The relationship of the parties under this Agreement shall
be that of independent contractors. Neither shall have any claim under this
Agreement or otherwise against the other party as a joint venturer or
partner.

    


    7.2          Proprietary
Rights. Except as provided by Sections 1.7 and 2.2, neither party shall
use the name, logos, trademarks, or servicemarks of the other without the
other's prior written consent; provided, however, that CareAdvantage may include
BCBSVT in any its list of its clients.

    


    7.3          Confidentiality

    


    7.3.1          Generally.
Each party hereto hereby agrees that, during the term of this Agreement and
after its termination, it shall (a) not, directly or indirectly, use (other than
for the purposes contemplated hereby during the term), (b) keep secret and
retain in strictest confidence, and (c) not disclose to any third
party,  Confidential Information as defined herein. Notwithstanding
the foregoing, a party may disclose Confidential  Information: (i)
when compelled to do so by applicable law, and (ii) to those of such party's
officers, directors, partners, employees and agents who have a "need to
know."

    


    7.3.2          Definition
and Obligation. "Confidential Information" shall mean (a) RPathFinders,
and any forms, policies, procedures, manuals and materials of any kind created,
owned or provided by a party in connection with, or with respect to, the
licenses or services, (b) any information or data relating to the licenses or
services or this Agreement that is made available by a party to the other party
and (i) is marked confidential, or at the time of its being made available, is
otherwise indicated to be confidential, or (ii) within thirty (30) days after
such information or data is first made available, is indicated in writing to be
confidential, (c) any derivative works based on the materials, information or
data described in subclauses (a) and (b) above, and (d) with respect to the
confidentiality obligations hereunder of CareAdvantage only, (i) patient
information, and (ii) any and all information or data (whether patient specific,
account specific, aggregates thereof or otherwise) relating to the cost or
utilization of health care services provided to, or received by an individual
covered by any BCBSVT or TVHP health care benefit plan; provided, however,
Confidential Information shall not mean information or data that (A) was
previously known to the receiving party at the time of disclosure, (B) is
publicly known through no act or omission by the receiving party, or (C) is
disclosed to the receiving party by a third party having the legal right to make
such disclosure.

     

     

    
      
        

      

      Portions of
this page have been omitted pursuant to Confidential Treatment Request and filed
separately with the Commission.
 

    

    
      
        
        

      

      
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    7.4          Non-solicitation.
During the term of this Agreement and for an additional period of two (2) years
after its termination, each party agrees not to solicit, directly or indirectly,
for employment or other relationship any employee or agent of the other party or
its affiliates who performed services under this Agreement or became known to
the other party through the relationship of the parties without the prior
written consent of the other party. The parties acknowledge that damages for
breach of this agreement under this Section 7.4 would be difficult to ascertain.
Accordingly the parties agree that for any breach of this Section 7.4, the
breaching party shall pay the other party liquidated damages in accordance with
this Section. In the event that BCBSVT hires an employee or agent of
CareAdvantage in violation of this Section 7.4, it shall pay CareAdvantage (a)
$300,000 in the case of a physician, (b) $200,000 in the case of a nurse or
other licensed professional, or (c) $100,000 in the case of an employee or agent
not covered by clauses (a) or (b) of this sentence; in the event that
CareAdvantage hires an employee or agent of BCBSVT in violation of this Section
7.4, it shall pay BCBSVT an amount equal to the then current salary of the
solicited employee plus twenty (20) percent, or in the case of an agent of
BCBSVT, an amount equal to the outstanding contract value to be performed by
such agent plus twenty (20) percent. In all cases the breaching party shall
reimburse the other party its reasonable attorneys’ fees incurred in enforcing
this Section 7.4.

    


    7.5          No
Guarantee of Medical Results. Neither the execution of this Agreement nor
the performance of any of its obligations constitutes an undertaking by
CareAdvantage to guarantee the results of health care provider services or that
such services will be rendered in accordance with generally accepted medical
standards or procedures. The parties agree that CareAdvantage is not and shall
not be deemed a health care provider as a result of the services provided
pursuant to this Agreement, and that all decisions concerning the rendering of
health care services are determined by the patient's physician, hospital or
other health care provider and the patient.

    


    7.6          Business
Associate Agreement. The parties acknowledge that they have agreed on the
terms of a Business Associate Agreement intended to take effect on the Effective
Date and the parties agree to execute and deliver said Business Associate
Agreement promptly upon executing and delivering this Agreement,

    


    8.          Miscellaneous

    


    8.1          Compliance
with Laws. Each party shall, throughout the term of this Agreement, use
its best efforts to be in continuous compliance with all applicable
laws.

    


    8.2          Notice.
All notices and other communications hereunder shall be in writing and shall be
deemed to have been given upon receipt, and shall be addressed as
follows:

    


    If to
BCBSVT:                   
Blue Cross and Blue
Shield of Vermont

    445 Industrial Lane

    Montpelier, Vermont 05602

    Attention:            
Don C. George

    President & Chief Executive
Officer

    


    If to
CareAdvantage:         CareAdvantage,
Inc.

    Metropolitan Corporate
Center

    485-C Route One South

    Iselin, New Jersey 08830

    Attention:            
Dennis Mouras,

    President & Chief Executive
Officer

    


    or to
such other address as any party hereto shall have designated to the other party
in accordance with the provisions of this Agreement.

    


    8.3          Governing
Law. This Agreement shall be construed in accordance with and governed by
the laws of the State of New Jersey without giving effect to the principles of
conflicts of laws.

    


    
      
        
        

      

      
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    8.4          Entire
Agreement. Except as provided herein, this Agreement and its attachments
constitutes the entire agreement between the parties with respect to the subject
matter hereof and except for rights and obligations that have accrued as of the
Commencement Date, this Agreement supersedes the Third Amended and Restated
Agreement and the Service and License Agreement; provided, however, that this
Section 8.4 and Section 4.4 shall be effective upon the Effective Date. This
Agreement may not be released, discharged, or modified except by an instrument
in writing signed by a duly authorized representative of each of the
parties.

    


    8.5          Binding
Agreement; Assignability.  This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns and subcontractors. No party hereto shall sell,
assign, transfer, convey, subcontract or otherwise dispose of its rights or
obligations under, title to, or interest in, this Agreement, in whole or in
part, to a third party other than a wholly-owned subsidiary without the prior
written consent of the other party, which consent shall not be unreasonably
withheld.

    


    8.6          Severability.  If
any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, such determination shall not affect
the validity or enforceability of any other part or provision of this
Agreement.

    


    8.7          Disputes.
In the event of any dispute between the parties hereto arising out of or
concerning this Agreement, the parties agree to use their reasonable best
efforts to resolve any such dispute amicably, in good faith, and expeditiously
prior to resorting to litigation.

    


    8.8          Injunctive
Relief.   The parties acknowledge that in the event of the
breach of certain provisions of this Agreement, including Sections 1.6, 1.7, 2.2
and 7.3, they may not have an adequate remedy at law and will suffer irreparable
damage and injury. Therefore, in addition to any other remedy available, each
party agrees that if it violates any of such provisions, the non-breaching party
shall be entitled to injunctive relief, without bond, from a court of competent
jurisdiction.

    


    8.9          Waiver.   No
waiver by any party of any breach of any provision of this Agreement shall
constitute a waiver of any other breach of that or any other provision of this
Agreement.

    


    8.10          Impossibility
of Performance.  No party shall be deemed to be in violation of
this Agreement if prevented from performing any obligation hereunder due to
matters that are beyond its control, including without limitation acts of war or
terrorism, strikes, riots, floods, storms, earthquakes, other elements or acts
of God or the public enemy, utility or communication failures or delays, labor
disputes, strikes, or shortages, equipment failures, or software
malfunctions.

    


    8.11          Parties
in Interest.  This Agreement is made for the exclusive benefit
of the parties hereto, their successors and permitted assigns, and no person or
entity other than CareAdvantage, BCBSVT, their successors or permitted assigns
shall acquire or have any rights under or by virtue of this Agreement; except
that the parties acknowledge that members of TVHP are included within the
Covered Population and BCBSVT has the right to use the licenses and services
hereunder for the benefit of TVHP and its members.

    


    8.12.          Counterparts.   This
Agreement may be executed in several counterparts, each of which is an original
but all of which shall constitute one and the same instrument.

    


    
      In Witness Whereof, the parties have
executed this Agreement as of the date set forth above.

       

    

    
      
        
          
            	
                    CareAdvantage, Inc.

                  	 
      	
                    Blue Cross and Blue Shield of Vermont

                  
	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ Dennis J. Mouras

                  	 
      	
                    By:

                  	
                    /s/
      Don C. George

                  
	
                    Title: President & Chief Executive Officer

                  	 
      	
                    Title: President & Chief Executive Officer

                  


          

        

      

    

     

    
      
        
          
            
               


            

            
              8

              
                

              

            

            
               


            

          

        

        ATTACHMENT
1.2

      

    

    RPNAVIGATOR
SERVICES

    


    1.           CareAdvantage
will maintain a telephone support desk for technical and clinical inquiries 8:30
am through 5:30 pm, Eastern Time, during each business day.

    


    2.           On
a bi-monthly basis, no later than February 15, April 15, June 15, August 15, and
October 15 of each year, BCBSVT will provide CareAdvantage with paid claims data
for all claims in the Covered Population. Within approximately four weeks of
CareAdvantage’s receipt of this data, CareAdvantage will:

    


    
      	
            	
              •

            	
              Load
      data into data processing
environment

            


    

    
      	
            	
              •

            	
              Conduct
      technical and initial clinical review of data (review for
      completeness)

            


    

    
      	
            	
              •

            	
              Run
      data through conversion program

            


    

    
      	
            	
              •

            	
              Validate
      data conversion

            


    

    
      	
            	
              •

            	
              Prepare/run
      data files though CRG algorithms

            


    

    
      	
            	
              •

            	
              Validate
      CRG assignments (validity check)

            


    

    
      	
            	
              •

            	
              Conduct
      clinical analysis

            


    

    
      	
            	
              •

            	
              Program
      reports to generate analyses with updated data
  elements

            


    

    
      	
            	
              •

            	
              Review
      RPNavigator analyses results

            


    

    
      	
            	
              •

            	
              Move
      into production environment

            


    

    
      
        	
              	
                •

              	
                Deliver
      observations summary report with every other production release of
      RPNavigator (which includes changes from previous
  periods)

              


      

    

     

    (The
four-week schedule provided by Section 2 of this Attachment assumes that there
has been no change in BCBSVT’s claims system(s) and business rules from the
previous data run. In the event of any such changes, the four-week schedule is
subject to adjustment, and upon mutual agreement of the parties, any additional
services required by CareAdvantage on account of such changes will be billed in
accordance with Attachment 4.5.) In the event of any such changes and the
parties’ failure to agree on additional services thereby required, CareAdvantage
may terminate this Agreement on fifteen (15) days’ prior written
notice.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    ATTACHMENT
3.1

    


    CARE
MANAGEMENT SUPPORT SERVICES

     

    CareAdvantage, through its National
Medical Director, *, M.D., or a substitute physician reasonably acceptable to
BCBSVT, shall provide the following services:

    


    1.            
Internal
First and Second Level Appeals. Participate via telephone as a panel
member in BCBSVT’s internal first level appeals of adverse medical necessity
determinations.

    


    2.            
Inter-Reviewer
Reliability Audits. Annual audit of completed cases, assessing physician
inter-reviewer reliability.

     

    The
foregoing services shall be provided in accordance with the applicable
timeframes established under Vermont laws and regulations.

     

     

    
      
        

      

      Portions of
this page have been omitted pursuant to Confidential Treatment Request and filed
separately with the Commission.
 

    

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    ATTACHMENT
4.5

    


    FEES
FOR ADDITIONAL SERVICES


    


    
      
        
          
            
              
                
                  
                    
                      	
                              Consulting
      Level

                            	 	
                              Hourly
      Rates

                            	 	 	
                              Daily
      Rates

                            	 
	 
      	 	 	 	 	 	 
	
                              Analyst

                            	 	$	 	*	 	$	 	*
	
                              Consultant

                            	 	$	 	*	 	$	 	*
	
                              Sr.
      Consultant

                            	 	$	 	*	 	$	 	*
	
                              Manager

                            	 	$	 	*	 	$	 	*
	
                              Sr.
      Manager

                            	 	$	 	*	 	$	 	*
	
                              Director

                            	 	$	 	*	 	$	 	*
	
                              Sr.
      Medical Director

                            	 	$	 	*	 	$	 	*
	
                              Vice
      President

                            	 	$	 	*	 	$	 	*
	
                              VP,
      National Medical Director

                            	 	$	 	*	 	$	 	*


                    

                  

                

              

            

          

        

      

    

     

     

    
      
        

      

      Portions of
this page have been omitted pursuant to Confidential Treatment Request and filed
separately with the Commission.


    

    
      
         


      

      
        11