Amendment to License Agreement



 Exhibit 10.17(c) 
  

			
	McKesson Information Solutions LLC	  	Addus HealthCare, Inc.
	Confidential and Proprietary to McKesson	  	Customer No. 1054905
		  	Amendment No. P0932760
		  	April 8, 2009

 AMENDMENT 
 THIS AMENDMENT (the “Amendment”) to License Agreement No. C0608555, dated March 28, 2006 (the “LA”) and more specifically to Contract Supplement No. 1-IXIQU, also dated March 28,
2006 (the “CS”) (collectively, the “Agreement”) and Sales Order No. 1-S3HBF, dated June 19, 2007 (the “SO”) is effective as of March 31, 2009 (the “Amendment Effective Date”) between McKesson
Information Solutions LLC (“McKesson”) with offices at 5995 Windward Parkway, Alpharetta, GA 30005 and Addus HealthCare, Inc. (“Customer”) with offices at 2401 S. Plum Grove Rd., Palatine, IL 60067, (collectively,
the “Parties”). 
 WHEREAS, the Parties desire to exchange certain licensed Horizon Homecare Clinical Assistant – PDA Licenses
for Horizon Homecare Agency Management Software, and terminate Software Maintenance Services for certain licensed Horizon Homecare Connection Advanced Clinical/Clinical Assistant licenses; 
 WHEREAS, the Parties are currently negotiating the terms of new Contract Supplement No. 1-ZKMQN with respect to Customer’s purchase and license
of certain Horizon Homecare Agency Management Software and related Software Maintenance Services (the “New Contract”) as well as Settlement Agreement No. P0829062 with respect to an unrelated matter (the “Settlement Agreement”);

 WHEREAS, certain Customization Services provided by McKesson under the SO did not fully meet Customer’s expectations; 
 WHEREAS, Customer has a considerable past due Accounts Receivables balance with McKesson; 
 WHEREAS, the Parties desire to execute this Amendment, New Contract and Settlement Agreement on or before the Amendment Effective Date; 
 WHEREAS, the Parties desire to amend the Agreement as of the Amendment Effective Date on the terms and conditions set forth herein, 
 NOW, THEREFORE, in consideration of the mutual exchange of promises set forth herein, McKesson and Customer agree to amend the Agreement as follows:

 1. Except as defined herein or otherwise required by the context herein, all capitalized terms used in this Amendment have the meaning set
forth in the Agreement. 
 2. As of the Amendment Effective Date, Customer’s outstanding past due accounts receivable billed and owed to
McKesson (over 60 days) is Four Hundred Sixty-Five Thousand, Seven Hundred Twenty-One Dollars ($465,721) (“Outstanding AR”). Customer agrees to pay the Outstanding AR on or before the Amendment Effective Date. 
 3. As of the Amendment Effective Date, the SO is hereby amended by reducing the total fee stated therein by a discount in the amount of 50% such that the
total fee shall be $5,400.00. 









			
	 McKesson Information Solutions LLC
	  	Addus HealthCare, Inc.
	Confidential and Proprietary to McKesson	  	Customer No. 1054905
		  	Amendment No. P0932760
		  	April 8, 2009

  

 4. As of the Amendment Effective Date, the CS is hereby amended by terminating and thereby deleting
therefrom a quantity of one hundred thirty (130) Horizon Homecare Clinical Assistant – PDA Licenses (Product No. 71003163) and related Software Maintenance Services (Product No. 73016052). In replacement of the foregoing
terminated PDA Licenses and Software Maintenance Services, the CS is hereby further amended by adding a quantity of one hundred thirty (130) Horizon Homecare Agency Management Software licenses and related Software Maintenance Services. The
Parties agree that no additional Software License Fees will be due from Customer for the foregoing Horizon Homecare Agency Management Software licenses, however, the Software Maintenance Services fees set forth in the table below shall replace the
Software Maintenance Services fees set forth in the CS for the terminated PDA Licenses, and shall be paid by Customer in accordance with the payment terms therein. McKesson agrees to waive the Annual Software Maintenance Fees and Annual Data Center
Fees set forth in the table below for the quantity stated therein for the first one-year period following the Amendment Effective Date. 
  

																							
	Software
Product
No
	 	Software
Maintenance
Product No.	 	Data
Center
Material
No.	 	Description	 	Licensed
by	 	List
Software
License
Fee	 	Net
Software
License
Fees	 	Qty	 	Annual
Software
Maintenance
Fees	 	Annual
Data
Center
Fees
	71000382	 	73006361	 	73000162	 	HHC
Agency
Management	 	Concurrent
Users	 	$	481,000	 	$	0	 	130	 	$	69,264	 	$	33,800

 5. As of the Amendment Effective Date, the CS is hereby further amended by terminating the
Software Maintenance Services fees and Data Center fees for the one hundred sixty-five (165) Horizon Homecare Advanced Clinicals/Clinical Assistant Dual Licenses – Device Licenses (Product No. 73015819). The foregoing Product No. has
been retired and therefore if Customer desires to reinstate such Software Maintenance Services, Customer acknowledges and agrees that it would be under the Software Maintenance Services for Horizon Homecare Advanced Clinicals licenses and the
Customer will be charged a reinstatement surcharge in the amount percentage stated in the table below for the applicable year in addition to being charged McKesson’s then current annual Software Maintenance fee for Horizon Homecare Advanced
Clinicals. 
 Cost of Reinstatement of Software Maintenance Services 
  

				
	 Year of Reinstatement of Software Maintenance
	  	Surcharge Amount	 
	 2010
	  	10	% 
	 2011
	  	15	% 
	 2012
	  	45	% 

 6. McKesson hereby grants to Customer a credit in the amount of twenty-three thousand five hundred
fifty-three dollars ($23,553) for the items described in the table below, (the “Credit Amount”), which may be applied as specified in the table below. The Credit Amount shall be available to Customer immediately following McKesson’s
receipt of two originals of this Amendment duly executed by Customer. 











			
	 McKesson Information Solutions LLC
	  	Addus HealthCare, Inc.
	Confidential and Proprietary to McKesson	  	Customer No. 1054905
		  	Amendment No. P0932760
		  	April 8, 2009

  


								
	 Description
	  	Contract
No.	  	Credit Amount	  	Apply To
	 Clinical Assistant Software Maintenance April 2009
	  	1-IXIQU	  	$	4,384.00	  	7001376936
	 Clinical Assistant Data Center Fee April 2009
	  	1-IXIQU	  	$	2,319.00	  	7001376936
	 Advanced Clinical/Clinical Assistant Software Maintenance April 2009
	  	1-IXIQU	  	$	7,623.00	  	7001376936
	 Advanced Clinical/Clinical Assistant Data Center Fee April 2009
	  	1-IXIQU	  	$	3,827.00	  	7001376936
	 Customization Services
	  	1-S3HBF	  	$	5,400	  	Accounts
Receivable
	 Total Credit
	  		  	$	23,553	  	

 7. Upon the Amendment Effective Date and the receipt of any payments due hereunder, the Parties
each release and forever discharge the other party, its affiliates, officers, directors, agents, successors and assigns from any and all claims, actions, causes of action, demands, suits or damages of any type or kind, which any of said party had
against the other party under the Agreement and SO, except for outstanding payment obligations, up to the Amendment Effective Date. 
 8.
Neither McKesson nor Customer shall disclose the terms and conditions of this Amendment or the existence of the Agreement or SO to any third party and both Parties agree to maintain the confidentiality of this Amendment. 
 9. As of the Amendment Effective Date, the CS is hereby further amended by extending the Initial Maintenance Term and Initial Data Center Term for the
remaining software license identified on the CS for a period of three (3) years (the “Extension Term”). Following the expiration of the second year of the Extension Term, Customer may terminate McKesson’s provision of Maintenance
Services and Data Center Services without penalty, provided that Customer furnishes McKesson with written notice of termination of Maintenance Services no less than six (6) months prior to the end of such second year of the Extension Term.
During the Extension Term, for any new purchases of Agency Management Software licenses or Advanced Clinicals Software licenses, McKesson will provide Customer with a discount in the amount of seventy percent (70%) off the then current list
price, provided that Customer purchases a minimum amount of fifty (50) such licenses and has no outstanding overdue Accounts Receivables at the time of such purchase. 
 10. In addition, during the Extension Term, McKesson agrees to make the following discounted pricing available to Customer for Customer’s purchase
of Software Maintenance Services and Data Center Services for Horizon Homecare Agency Management Software and Horizon Homecare Advanced Clinicals Software, provided that Customer has no outstanding overdue Accounts Receivables at the time of such
purchase. In the event Customer elects to terminate the Extension Term upon expiration of the second year, the discount pricing offered herein will also expire at such time. 











			
	 McKesson Information Solutions LLC
	  	Addus HealthCare, Inc.
	Confidential and Proprietary to McKesson	  	Customer No. 1054905
		  	Amendment No. P0932760
		  	April 8, 2009

  

 Discounted Pricing 
 Data Center Fees for Advanced Clinicals Software only: 
  

				
	 Annual Data Center Fees
	  	Annual Fee
per license
	 # Users
	  		
	 1-300
	  	$	258
	 301-450
	  	$	245
	 451+
	  	$	201
	
	 Agency Management Software Maintenance Fees and Advanced Clinicals Software Maintenance Fees:

		
	 Agency Management Software
	  	Annual Software
Maintenance Fee
per license
	 # Users
	  		
	 1-300
	  	$	533
	 301-450
	  	$	468
	 451-600
	  	$	411
	 601+
	  	$	362
		
	 Advanced Clinicals Software
	  	Annual Software
Maintenance Fee
per license
	 # Users
	  		
	 1-300
	  	$	533
	 301-450
	  	$	468
	 451-600
	  	$	411
	 601+
	  	$	362

 11. It shall be Customer’s responsibility to ensure that all discounts or the appropriate net
price received from McKesson pursuant to this Amendment are properly reflected on any cost reports filed by Customer to any government entity. 











			
	 McKesson Information Solutions LLC
	  	Addus HealthCare, Inc.
	Confidential and Proprietary to McKesson	  	Customer No. 1054905
		  	Amendment No. P0932760
		  	April 8, 2009

  

 12. The Parties acknowledge that the New Contract and the Settlement Agreement shall be executed
between Customer and McKesson contemporaneously on or before the Amendment Effective Date. 
 13. Except as otherwise modified by this
Amendment, all other terms and conditions of the Agreement and SO shall remain in full force and effect. 
 IN WITNESS WHEREOF, the Parties have caused this
Amendment to be executed by their duly authorized representatives. 
  

									
	ADDUS HEALTHCARE, INC.	 		 	MCKESSON INFORMATION SOLUTIONS LLC
					
	By:	 	 /s/ Francis J. Leonard
	 		 	By:	 	  

					
	Name:	 	 Francis J. Leonard
	 		 	Name:	 	  

					
	Title:	 	 CFO
	 		 	Title:	 	  

					
	Date:	 	 4/9/09
	 		 	Date: