Exhibit 10.1



 Exhibit 10.1 
 Note: Certain information has been omitted from this exhibit and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities
Exchange Act of 1934, as amended. The locations of these omissions are indicated in the exhibit by the following markings: [**]. 
 Blanket
Purchase Agreement 
 Between 
 U.S. Department of Veterans Affairs 
 and 
 QuadraMed Corporation 
  

			
	Contractor:	 	QuadraMed Corporation
		 	 12110 Sunset Hills Road, Suite 600
 Reston,
VA 20190

		 	Attn: Mindy Hatt
		 	Phone: 703-904-5591
		 	DUNS: ###-##-####
		 	TIN: 68-042-2446

 BPA Number: 101-049AH-005 
 Pursuant to the General Services Administration’s Federal Supply Schedule contract numbers GS-35F-0171L, the Contractor, QuadraMed Corporation, agrees to the following terms of a Blanket Purchase Agreement (BPA)
with the Department of Veterans Affairs. All orders placed under this BPA are subject to the terms and conditions of the FSS contracts, except as noted below. 
 In establishing the Encoder Product Suite BPA, the VA followed the BPA establishment procedures outlined in both FAR 8.405 and the GSA’s Special Ordering Procedures for Services. Therefore, competition has already been obtained,
discounts negotiated, and prices for services identified in the BPA determined to be fair and reasonable Orders are simply placed against the BPA with no further documentation or justification required. 
 This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from the schedule contracts. The end
result is to create a purchasing mechanism for the Government that works better and costs less. 
 1. Background: The Department of
Veterans Affairs (VA) has a requirement for encoder software products and annual maintenance. Encoders are software tools coders use to aid them in coding medical records. This software is used by all of the medical facilities within the Department
of Veterans Affairs (VA). The purpose of this product is to provide facilities with the ability to perform interim or final checks of institutional and professional fee encounters and claims prior to being finalized for update and billing in
Veterans Integrated System Technology Architecture (VISTA) Integrated Billing. 
  

 1 of 17 








 
2. Period of Performance: This BPA is for five (5) years from April 01, 2005 or the expiration of the GSA contract, whichever
comes first. If GSA exercises an option to extend the term of the Schedule contract, the BPA can be extended as well. 
 3. Type of Orders That
May Be Placed: Fixed-Price purchase orders may be issued against this BPA under the terms and conditions of QuadraMed Corporation’s GSA contracts. 
 4. Pricing:  
  

	*	Annual maintenance included in license fees 

 Term
Enterprise License component pricing 
 Year 1 
  

																									
	 	  	1
Procedure
coding,
checking
Dx
and
checks	 	 	2
Coding
References	 	 	3
Fixed
Reports	 	 	4
Audit and
Compliance
Reports	 	 	5
Billing &
Scrubbing	 	 	Single
Award
All
modules
With
Discount	 
	 0 - 400,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 400,001 - 800,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 800,001 - 1,200,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 1,200,001 - 1,600,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 1,600,001 - 2,000,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 

 Term Enterprise License component pricing 
 Year 2 
  

																									
	 	  	1
Procedure
coding,
checking
Dx
and
checks	 	 	2
Coding
References	 	 	3 Fixed
Reports	 	 	4
Audit and
Compliance
Reports	 	 	5
Billing &
Scrubbing	 	 	Single
Award
All
modules
With
Discount	 
	 0 - 400,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 400,001 - 800,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 800,001 - 1,200,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 1,200,001 - 1,600,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 1,600,001 - 2,000,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 

  

 2 of 17 








 Term Enterprise License component pricing 
 Year 3 
  

																									
	 	  	1
Procedure
coding,
checking
Dx
and
checks	 	 	2
Coding
References	 	 	3
Fixed
Reports	 	 	4
Audit and
Compliance
Reports	 	 	5
Billing &
Scrubbing	 	 	Single
Award
All
modules
With
Discount	 
	 0 - 400,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 400,001 - 800,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 800,001 - 1,200,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 1,200,001 - 1,600,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 1,600,001 - 2,000,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 

 Term Enterprise License component pricing 
 Year 4 
  

																									
	 	  	1
Procedure
coding,
checking
Dx
and
checks	 	 	2
Coding
References	 	 	3
Fixed
Reports	 	 	4
Audit and
Compliance
Reports	 	 	5
Billing &
Scrubbing	 	 	Single
Award
All
modules
With
Discount	 
	 0 - 400,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 400,001 - 800,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 800,001 - 1,200,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 1,200,001 - 1,600,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 1,600,001 - 2,000,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 

  

 3 of 17 








 Term Enterprise License component pricing 
 Year 5 
  

																									
	 	  	1
Procedure
coding,
checking
Dx
and
checks	 	 	2
Coding
References	 	 	3
Fixed
Reports	 	 	4
Audit and
Compliance
Reports	 	 	5
Billing &
Scrubbing	 	 	Single
Award
All
modules
With
Discount	 
	 0 - 400,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 400,001 - 800,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 800,001 - 1,200,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 1,200,001 - 1,600,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 
	 1,600,001- 2,000,000
	  				 				 				 				 				 			
		  	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 	 	$	[	**] 

 Options for Training for “Encoder Product Suite” 
 New Sites have the option of choosing one of two training options. Although we recommend the Standard Training Package, QuadraMed/DSS will accommodate each
facility’s start up with the Quick-start Training Package 
  

																			
	 Review Site Training Options
	  	Daily
Rate	 	 	# of
Trainers	  	Training
Price	 	 	Per diem	 	 	Total Price	 
	 1. Quick Start Package (price per site)
6 Total Training days
5 days on site
Two days follow up web cast training sessions
(1/2 day each)
	  	$	[	**] 	 	2	  	$	  	[**] 	 	$	  	[**] 	 	$	  	[**] 
						
	 2. Standard Package (price per site)
8 Total Training days
8 days on site
	  	$	[	**] 	 	2	  	$	  	[**] 	 	$	  	[**] 	 	$	  	[**] 

 Total Training Costs for each of the above options are: 
  

					
	 Option 1: Quick-start Package (46 new sites)
	  	$	[	**] 
	 Option 2: Standard Package (46 new sites)
	  	$	[	**] 

  

 4 of 17 









																			
	 Renewal Training
	  	Daily
Rate	 	 	# of
Trainers	  	Training
Price	 	 	Per diem	 	 	Total Price	 
	 Annual renewal training (price per site)
4 On-site training days
Quarterly Webcast trainings (covering
new enhancements,
revenue cycle changes resulting from recent VistA patches)
	  	$	[	**] 	 	2	  	$	[	**] 	 	$	[	**] 	 	$	[	**] 

  

	**	All Travel must he conducted in accordance with the Federal Travel Regulations 

 5. Obligation of Funds: This BPA does not obligate any funds. Funds will be obligated by the placement of task orders under FAR 8.4. 
 6. Place of Performance: The place of performance shall be specified within each task order. 
 7.
Placement of Orders: All warranted Contracting Officers within the VA are authorized to place orders under this BPA as consistent with their contractual authority. All VA offices shall provide copies of orders or information concerning
orders placed by electronic means, paper, or purchase cards. 
 8. Issuance of Orders: Orders will be placed against this BPA via Electronic
Data Interchange (EDI), Fax or paper. Task orders can be submitted to: 
 QuadraMed Corporation 
 12110 Sunset Hills Road, Suite 600 
 Reston, VA 20190 
 Attn: Mindy Hatt, Vice President/General Manager, GPD 
 Phone: 703-904-5591 
 Fax:
703-742-5300 
 Email: mhatt@QuadraMed.com  
 9. Delivery Tickets: Orders can be placed by using Task Orders and providing the following information as applicable: 
  

	 	a)	Name of Contractor 

  

	 	b)	Contract Number (Contractor’s GSA schedule number) 

  

	 	c)	BPA Number 

  

	 	d)	Purchase Order Number 

  

	 	e)	Date of Purchase 

  

	 	f)	Date of Shipment 

  

	 	g)	Itemized list of supplies or services furnished 

  

	 	h)	Date of Delivery Purchase Order number 

 10. Invoices: The
requirement of a proper invoice is specified in the FSS contract. Invoices will be submitted to the address specified within the task order transmission issued against this BPA. 
  

 5 of 17 








 The prices in this BPA must be at least as low or lower than the prices QuadraMed Corporation has under any other GSA FSS
or BPA vehicle under like terms and conditions. 
 The terms and conditions in this BPA apply to all purchases made pursuant to it. In the event of an
inconsistency between the provisions of this BPA and Contractor’s invoice, the provisions of this BPA will take precedence. 
 11. Changes to Task
Orders: Changes to the Task Orders resulting in any increase in cost or significant change to the described deliverables shall be accomplished exclusively by the Contracting Officer. Contractors who proceed with work on changes without the
Contracting Officer’s approval shall do so at their own risk. 
 12. Review of BPA: An annual review shall take place to determine
whether a need for the BPA still exists and whether the BPA is still considered a Best Value (in the best interest of the government). Contractor is required to provide updated price list as modified by GSA in all instances reflecting the
continuation of discounts included in this BPA. Note: Contractor shall immediately inform the government of any changes made to their GSA contract that affect this BPA. In the event that no activity has occurred at the time of an annual review or
discounts no longer represent the best value to the Government, such shall constitute grounds for cancellation of the BPA. 
 Additional Information:

 Contracting Officer: 
 Leonard E. Nale 
 Telephone: 202-254-0349 
 Fax Number: 202-254-0396 
 Email: Leonard.Nale@mail.va.gov  
 810 Vermont Ave, NW 
 Washington, DC 20420 
 Contracting Officer’s Technical Representative:

 Barbara Knapik 
 Telephone: 727-319-1337 
 Fax Number: 727-319-1016 
 Email: Barbara.Knapik@med.va.gov 

Department of Veterans Affairs 
 O1 Field Office (192) 
 Building 37, Room 338 
 10000 Bay Pines Blvd. 
 Bay Pines, FL 33744-5005 
  

 6 of 17 








 All Sites - Detail for Year 1 
  

									
	 	  	 	  	 	  	 Single
Award Per
Site Pricing
	  	New Site Installation
Fee
	 	  	 0 - 400,000
	  	 	  	 Year 1
	  	Year 1
	21	  	MANILA	  	41,438	  	$       [**]	  	Waived
	20	  	ALASKA HCS & RO	  	113,040	  	$       [**]	  	Waived
	20	  	WALLA WALLA	  	114,618	  	$       [**]	  	Waived
	19	  	GRAND JUNCTION	  	114,710	  	$       [**]	  	Waived
	19	  	SHERIDAN	  	115,637	  	$       [**]	  	Waived
	20	  	S.ORG REHAB WHITE CITY	  	131,277	  	$       [**]	  	Waived
	4	  	BUTLER	  	156,302	  	$       [**]	  	NA
	12	  	IRON MOUNTAIN	  	156,462	  	$       [**]	  	Waived
	19	  	CHEYENNE	  	165,998	  	$       [**]	  	Waived
	18	  	WEST TEXAS HCS	  	178,580	  	$       [**]	  	Waived
	1	  	NORTHAMPTON	  	179,037	  	$       [**]	  	NA
	21	  	HONOLULU	  	185,686	  	$       [**]	  	NA
	6	  	BECKLEY	  	187,150	  	$       [**]	  	NA
	4	  	COATESVILLE	  	190,632	  	$       [**]	  	NA
	1	  	BEDFORD	  	198,141	  	$       [**]	  	NA
	12	  	TOMAH	  	209,711	  	$       [**]	  	Waived
	4	  	WILMINGTON	  	220,740	  	$       [**]	  	NA
	1	  	MANCHESTER	  	221,293	  	$       [**]	  	NA
	20	  	BOISE	  	223,452	  	$       [**]	  	Waived
	23	  	FARGO	  	224,833	  	$       [**]	  	NA
	7	  	TUSCALOOSA	  	228,249	  	$       [**]	  	NA
	4	  	ERIE	  	230,642	  	$       [**]	  	NA
	4	  	JAMES E VAN ZANDT VAMC	  	233,245	  	$       [**]	  	NA

  

 7 of 17 









									
	7	  	DUBLIN	  	238,465	  	$       [**]	  	NA
	11	  	SAGINAW	  	240,512	  	$       [**]	  	Waived
	23	  	SIOUX FALLS	  	241,367	  	$       [**]	  	NA
	18	  	NORTHERN ARIZONA HCS	  	241,385	  	$       [**]	  	Waived
	20	  	VA ROSEBURG HCS	  	246,016	  	$       [**]	  	Waived
	1	  	WHITE RIVER JCT	  	248,609	  	$       [**]	  	NA
	10	  	CHILLICOTHE	  	271,785	  	$       [**]	  	Waived
	18	  	EL PASO HCS	  	282,663	  	$       [**]	  	Waived
	16	  	ALEXANDRIA	  	285,408	  	$       [**]	  	NA
	4	  	CLARKSBURG	  	288,158	  	$       [**]	  	NA
	20	  	SPOKANE	  	291,191	  	$       [**]	  	Waived
	10	  	COLUMBUS-IOC	  	291,389	  	$       [**]	  	Waived
	18	  	AMARILLO HCS	  	297,067	  	$       [**]	  	Waived
	19	  	FORT HARRISON	  	299,836	  	$       [**]	  	Waived
	11	  	ILLIANA HCS DANVILLE IL	  	302,911	  	$       [**]	  	Waived
	21	  	SIERRA NEVADA HCS	  	302,932	  	$       [**]	  	NA
	21	  	CENTRAL CALIFORNIA HCS .	  	316,108	  	$       [**]	  	NA
	11	  	NORTHERN INDIANA HCS	  	322,354	  	$       [**]	  	Waived
	23	  	ST CLOUD	  	329,289	  	$       [**]	  	NA
	6	  	HAMPTON	  	332,186	  	$       [**]	  	NA
	11	  	BATTLE CREEK	  	336,303	  	$       [**]	  	Waived
	12	  	NORTH CHICAGO	  	339,091	  	$       [**]	  	Waived
	4	  	LEBANON	  	343,370	  	$       [**]	  	NA
	1	  	PROVIDENCE	  	347,327	  	$       [**]	  	NA
	23	  	FORT MEADE	  	347,337	  	$       [**]	  	NA
	6	  	ASHEVILLE-OTEEN	  	355,026	  	$       [**]	  	NA
	11	  	ANN ARBOR HCS	  	382,074	  	$       [**]	  	Waived
	3	  	BRONX	  	382,621	  	$       [**]	  	NA

  

 8 of 17 









									
	1	  	TOGUS	  	383,423	  	$       [**]	  	NA
	12	  	MADISON	  	385,765	  	$       [**]	  	Waived
	3	  	MONTROSE VA HUDSON HCS NY	  	388,831	  	$       [**]	  	NA
	9	  	LEXINGTON-LEESTOWN	  	397,443	  	$       [**]	  	NA
		  	TOTAL	  	14,079,115	  	$       [**]	  	
					
	 	  	 	  	 	  	 Single
Award
All
modules
With
Discount

	  	 
	 	  	 400,001 - 800,000
	  	 	  	  	 
	3	  	NORTHPORT	  	405,144	  	$       [**]	  	NA
	16	  	MUSKOGEE	  	414,778	  	$       [**]	  	NA
	7	  	AUGUSTA	  	419,706	  	$       [**]	  	NA
	6	  	FAYETTEVILLE NC	  	421,761	  	$       [**]	  	NA
	6	  	SALEM	  	427,951	  	$       [**]	  	NA
	9	  	HUNTINGTON	  	428,179	  	$       [**]	  	NA
	5	  	MARTINSBURG	  	429,649	  	$       [**]	  	NA
	7	  	MONTGOMERY	  	432,430	  	$       [**]	  	NA
	6	  	SALISBURY	  	438,539	  	$       [**]	  	NA
	6	  	DURHAM	  	443,547	  	$       [**]	  	NA
	10	  	CINCINNATI	  	444,865	  	$       [**]	  	Waived
	9	  	MOUNTAIN HOME	  	446,211	  	$       [**]	  	NA
	22	  	VA SOUTHERN NEVADA HCS	  	448,490	  	$       [**]	  	NA
	11	  	DETROIT VAMC	  	455,891	  	$       [**]	  	Waived
	4	  	WILKES BARRE	  	456,225	  	$       [**]	  	NA
	10	  	DAYTON	  	458,768	  	$       [**]	  	Waived
	16	  	FAYETTEVILLE AR	  	462,114	  	$       [**]	  	NA
	7	  	CHARLESTON	  	462,689	  	$       [**]	  	NA
	21	  	SAN FRANCISCO	  	466,787	  	$       [**]	  	NA

  

 9 of 17 









									
	16	  	SHREVEPORT	  	467,362	  	$       [**]	  	NA
	19	  	SALT LAKE CITY HTHCARE	  	476,437	  	$       [**]	  	Waived
	7	  	BIRMINGHAM	  	495,780	  	$       [**]	  	NA
	16	  	NEW ORLEANS	  	529,807	  	$       [**]	  	NA
	9	  	LOUISVILLE	  	529,952	  	$       [**]	  	NA
	6	  	RICHMOND	  	550,961	  	$       [**]	  	NA
	16	  	JACKSON	  	556,753	  	$       [**]	  	NA
	16	  	OKLAHOMA CITY	  	561,030	  	$       [**]	  	NA
	4	  	PITTSBURGH-UNIV DR	  	566,075	  	$       [**]	  	NA
	9	  	MEMPHIS	  	567,583	  	$       [**]	  	NA
	11	  	INDIANAPOLIS-10TH ST	  	571,445	  	$       [**]	  	Waived
	4	  	PHILADELPHIA	  	594,123	  	$       [**]	  	NA
	22	  	VA LONG BEACH HCS CA	  	601,225	  	$       [**]	  	NA
	22	  	LOMA LINDA	  	606,629	  	$       [**]	  	NA
	18	  	SOUTHERN ARIZONA HCS	  	624,486	  	$       [**]	  	Waived
	19	  	DENVER	  	634,452	  	$       [**]	  	Waived
	3	  	EAST ORANGE	  	648,854	  	$       [**]	  	NA
	22	  	VA SAN DIEGO HCS CA	  	651,689	  	$       [**]	  	NA
	18	  	NEX MEXICO HCS	  	661,289	  	$       [**]	  	Waived
	21	  	PALO ALTO-PALO ALTO	  	661,693	  	$       [**]	  	NA
	1	  	WEST HAVEN	  	669,407	  	$       [**]	  	NA
	5	  	WASHINGTON	  	682,221	  	$       [**]	  	NA
	16	  	GULF COAST HCS	  	693,104	  	$       [**]	  	NA
	8	  	MIAMI	  	693,282	  	$       [**]	  	NA
	7	  	COLUMBIA, SC	  	708,510	  	$       [**]	  	NA
	8	  	W PALM BEACH	  	717,427	  	$       [**]	  	NA
	12	  	VA CHICAGO HCS	  	721,139	  	$       [**]	  	Waived
	1	  	BOSTON	  	725,110	  	$       [**]	  	NA

  

 10 of 17 









									
	12	  	MILWAUKEE	  	726,015	  	$       [**]	  	Waived
	20	  	PORTLAND	  	726,647	  	$       [**]	  	Waived
	21	  	NCHC MARTINEZ	  	749,100	  	$       [**]	  	NA
	18	  	PHOENIX	  	764,841	  	$       [**]	  	Waived
	12	  	HINES	  	774,090	  	$       [**]	  	Waived
	9	  	VA MID TENN HCS NASH TN	  	775,817	  	$       [**]	  	NA
	16	  	LITTLE ROCK	  	785,243	  	$       [**]	  	NA
	7	  	ATLANTA	  	795,015	  	$       [**]	  	NA
		  	TOTAL	  	31,628,317	  	$       [**]	  	

  

									
	 	  	 	  	 	  	 Single
Award
All
modules
With
Discount

	  	 
	 	  	 800,001 – 1,200,000
	  	 	  	  	 
	5	  	BALTIMORE	  	834,347	  	$       [**]	  	NA
	20	  	PUGET SOUND HCS	  	854,407	  	$       [**]	  	Waived
	23	  	MINNEAPOLIS	  	856,638	  	$       [**]	  	NA
	3	  	N.Y. HARBOR HCS	  	869,625	  	$       [**]	  	NA
	8	  	SAN JUAN PR	  	939,293	  	$       [**]	  	Waived
	17	  	SAN ANTONIO	  	946,387	  	$       [**]	  	NA
	17	  	VA CENTRAL TEXAS HCS	  	990,694	  	$       [**]	  	Waived
	16	  	HOUSTON	  	1,010,220	  	$       [**]	  	NA
	8	  	BAY PINES	  	1,059,603	  	$       [**]	  	Waived
	22	  	GREATER LA HCS	  	1,168,923	  	$       [**]	  	NA
		  	TOTAL	  		  	$       [**]	  	

  

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	 	  	 	  	 	  	 Single
Award
All
modules
With
Discount

	  	 
	 	  	 1,200,001 – 1,600,000
	  	 	  	  	 
	10	  	CLEVELAND-WADE PARK	  	1,214,270	  	$       [**]	  	Waived
	15	  	VA HEARTLAND-E VH MO	  	1,265,815	  	$       [**]	  	Waived
	17	  	DALLAS	  	1,301,575	  	$       [**]	  	NA
	23	  	VA NEB-WESTERN IA HCS	  	1,396,891	  	$       [**]	  	NA
	8	  	N FL/S GA HCS	  	1,451,935	  	$       [**]	  	NA
	15	  	VAMC HEARTLAND-W KANSAS MO	  	1,578,946	  	$       [**]	  	Waived
		  	TOTAL	  		  	$       [**]	  	
					
	 	  	 	  	 	  	 Single
Award
All
modules
With
Discount

	  	 
	 	  	 1,600,001 – 2,000,000
	  	 	  	  	 
	2	  	UPSTATE N.Y. HCS	  	1,833,480	  	$       [**]	  	NA
	8	  	TAMPA	  	1,873,453	  	$       [**]	  	NA
		  	TOTAL	  		  	$       [**]	  	

 82 current clients 
 48 new clients 
 128 total 
  

	*	Prices are representative of a full product suite. Facilities have the option of ordering individual components if they choose to do so. 

  

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 BEST VALUE 
 BLANKET PURCHASE AGREEMENT 
 FEDERAL SUPPLY SCHEDULE 
 QUADRAMED CORPORATION 
 In the spirit of the
Federal Acquisition Streamlining Act Department of Veterans Affairs (VA) and QuadraMed Corporation, enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Service
Administration (GSA) Federal Supply Schedule Contract(s) GS-35F-0171L. 
 Federal Supply Schedule contract BPA’s eliminate contracting and open
market costs such as: search for sources; the development of technical documents, solicitations and the evaluation of bids and offers. Teaming Arrangements are permitted with Federal Supply Schedule contractors in accordance with Federal Acquisition
Regulation (FAR) Part 9.6. 
 This BPA will further decrease costs, reduce paperwork and save time by eliminating the need for repetitive,
individual purchases from the schedule contract. The end result is to create a purchasing mechanism for the Government that works better and costs less. 
  

					
	Signatures:	 		 	
			
	Leonard E. Nale	 		 	  
	Name of Contracting Officer	 		 	Name of Offeror/Contractor
			
	  	 		 	  
	Signature of Contracting Officer	 		 	Signature of Offeror/Contractor
			
	  	 		 	  
	Date	 		 	Date

  

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 SOFTWARE LICENSE AGREEMENT 
 Licensee Name and Address: 
 Licensee Name: United States Dep’t of Veterans Affairs 
 This Software License Agreement (“Agreement”) is entered into between QuadraMed Corporation (“QuadraMed”) and the licensee identified above and its
wholly owned subsidiaries (“Licensee”). In consideration of the mutual obligations described in this Agreement and other good and valuable consideration, the sufficiency and receipt of which are hereby severally acknowledged, the
parties agree as follows 
 1. Term and Scope. This Agreement shall become effective as of the date last signed below (“Effective Date”) and
shall continue in effect until terminated. The Scope of this Agreement is to cover, and to be effective in concurrence with, a Contract known as VA BPA No. 101-049AH-005.  
 2. License. 
  

	 	1.	QuadraMed grants to Licensee a nonexclusive, nontransferable, non-sublicensable domestic license, for the term specified in the applicable Addendum, to use the proprietary software
(“Software) and the licensed supporting materials of the Software (“Documentation”) described in Section 3 herein, as well as the computer programs, data, and related documentation, including any programs or data embedded in the
Software which are owned or marketed by parties other than QuadraMed (“Third Party Software”). The license granted is a license to use the number of copies of object/executable code versions of the Software listed in the Addendum for which
Licensee has paid a license fee. The Software shall be used only on the computer hardware and operating system designated by Licensee on the Addendum as the system that Licensee will use to install and operate the Software (the
“Equipment”) at the site specified in the Addendum where the Equipment is physically located (the “Equipment Site”); and a separate computer hardware and operating system, as reviewed and approved by QuadraMed, to be used by
Licensee for testing Software, Updates, and Upgrades (“Test System”). These copies may only be used on the Equipment and for only so long as Licensee complies with the terms of this license and until Licensee terminates use of the Software
or the license is otherwise terminated. Licensee agrees to notify QuadraMed in writing of any change in the Equipment Site and such change shall be effective upon QuadraMed’s express written permission. Throughout the term of the license,
Licensee shall have the right to use the Software solely for Licensee’s intended purpose in its business. Unless otherwise specified in the Addendum, Licensee may use the Software only for the purpose of servicing, maintaining and accessing its
own business records. Licensee may not use the Software for any other purpose or to provide data processing services for any third party or other affiliate of Licensee. Licensee may not copy the Software except as necessary to use the Software on
the Equipment. Licensee may make one (1) archival backup copy of the Software licensed. If the Equipment is temporarily inoperable, Licensee may use up to the authorized number of copies of the Software on a backup machine until the Equipment
is repaired. All QuadraMed and third party trademark and copyright notices must be included on any copies made. Upon termination of this Agreement, Licensee agrees to destroy all copies of the Software and Documentation made by Licensee and to
return the original version of the Software, Documentation and any media provided therewith. Licensee shall keep confidential the contents of the Software and Documentation, and shall not directly or indirectly rent, lease, distribute, port, copy,
trace, translate, reverse engineer, disassemble, decompile, modify or create derivative works based on the Software or Documentation, or cause or permit any other party to do so. 

  

	 	2.	(For Federal Government only) If any Software or Documentation is acquired by or on behalf of a unit or agency of the United States Government, the Government
agrees that such Software or Documentation is “commercial computer software” or “commercial computer software documentation” and that, absent a written agreement with QuadraMed to the contrary, the Government’s rights with
respect to such Software or Documentation are, in the case of civilian agency use, Restricted Rights, as defined in FAR §52.227.19, and if for Department of Defense use, limited by the terms of this Agreement, pursuant to DFARS §227.7202.
If the Software includes CPT codes which is commercial technical data and/or computer databases and/or commercial computer software and/or commercial computer software documentation, as applicable, that were developed exclusively at private expense
by the American Medical Association, 515 N. State Street, Chicago, Illinois, 60610, United States Government rights to use, modify, reproduce, release, perform, display, or disclose, these technical data and/or computer databases and/or commercial
computer software and/or commercial computer software documentation are subject to the Limited Rights restrictions of DFARS §252.227-7015(b)(2) (June 1995) and/or subject to the restrictions of DFARS §227.7202-1(a) (June 1995) and DFARS
§227.7202-3(a) (June 1995), as applicable for Department of Defense procurements and the Limited Rights restrictions of FAR §52.227-14 (June 1987) and/or subject to the Restricted Rights provisions of FAR §52.227-14 (June 1987) and
FAR §52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements. Notwithstanding anything herein to the contrary, the parties agree that the restricted rights use
restrictions of 52.227 that pertain to computer software as defined therein are applicable to Software hereunder, and the limited rights use restrictions that pertain to computer software documentation as defined therein apply to Documentation
hereunder. Specifically, the parties agree that all software and technical data is and has been privately developed at the expense of QuadraMed and/or its third pasty suppliers. 

  

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 3. Documentation. QuadraMed shall provide Licensee with a full set of current written Documentation. These
documents may be changed from time to time by QuadraMed, and additional documents may be produced from time to time by QuadraMed. QuadraMed shall provide Licensee with copies of such changes and additional Documentation if applicable. Upon the prior
written approval of QuadraMed, Licensee may make copies of the Documentation for Licensee’s own internal use, provided that the Documentation is reproduced with QuadraMed’s copyright and trademark notices. 
 4. Title; Reserved Rights. QuadraMed reserves all right, title and interest in and to the Software and Documentation (including, but not limited to,
originals, translations, compilations and partial copies, if any) and except for the limited license rights to the Software and Documentation granted herein, Licensee acquires no rights in or to the Software or the Documentation. 
 5. Nondisclosure. The parties understand and agree that during the term of this Agreement, each may have access to information that is confidential to one
another, including but not limited to the following: Software; Documentation; technical processes and formulas; source codes and other software, benchmark and performance test results; product designs; sales, cost, and other unpublished
financial information; product and business plans; and projections and marketing data (“Confidential Information”). Confidential Information does not include information that (a) is or becomes a part of the public domain through no
act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed
to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. During and subsequent to the term of this Agreement, each party shall protect the other party’s Confidential
Information to the same degree that it protects Confidential Information pertaining to its own business and shall not disclose Confidential Information to any third party except consultants or auditors that sign a nondisclosure agreement which
similarly protects Confidential Information from further disclosure. Within ten (10) days after the disclosing party’s request, and in such party’s sole discretion, the other party shall either return to the disclosing party originals
and all copies of any Confidential Information and all information, records and materials developed therefrom by the disclosing party, or destroy the same, other than such Confidential Information as to which this Agreement expressly provides a
continuing right to Licensee to retain at the time of the request. Money damages will not be an adequate remedy if this Section 5 is breached and, therefore, either party shall, in addition to any other legal or equitable remedies, be entitled
to seek an injunction or similar equitable relief against such breach or threatened breach without the necessity of posting any bond. 
 6. Warranty. 

 A. Software. QuadraMed warrants that the Software shall, for a period of ninety (90) days following the Completion of Functional Test
(“Warranty Period”), operate substantially in accordance with QuadraMed’s then-current published specifications. In the event that the Software is defective, Licensee shall provide QuadraMed with written notice of the claimed defect
and information sufficient to permit QuadraMed to recreate the defect. QuadraMed shall use best efforts to cure said defect within a reasonable period of time or to replace Licensee’s copy of the Software with another copy of the Software in
QuadraMed’s sole discretion. If QuadraMed is unable to make the Software operate substantially in accordance with QuadraMed’s then-current published specifications, Licensee shall be entitled to recover the fees paid to QuadraMed for the
Software license and Licensee shall cease using the applicable Software. After expiration of the Software Warranty Period, all Support, Maintenance, and Updates will be available only through QuadraMed’s Software Support and Maintenance Plan,
as described in this Agreement, for so long as Licensee keeps its account current. These shall be Licensees sole and exclusive remedies. This warranty shall riot apply if: (1) the Software was not used in accordance with QuadraMed’s
then-current published specifications; (2) the Software was altered, modified or converted by Licensee; (3) Licensee’s computer(s) malfunctioned and the malfunction caused the defect; (4) accessories, attachment(s), or other
products not furnished by QuadraMed were used in combination with the Software; (5) the Software or Equipment is subjected to misuse or alteration, is improperly installed, improperly maintained or improperly operated (installation,
maintenance, or operation not in accordance with the Documentation shall be conclusively presumed to be improper); (6) the Software or Equipment are damaged or fail to operate properly due to causes other than ordinary use; (7) the
Software or Equipment have been altered (including without limitation any deviation from circuit or structural design as provided by QuadraMed or installation or removal of QuadraMed features) by anyone other than QuadraMed or a service agency
designated in writing by QuadraMed; (8) Licensee has not provided or maintained a proper installation environment with all facilities and equipment prescribed in the Documentation or otherwise prescribed by QuadraMed (including without
limitation failure to provide adequate electrical power, air conditioning, or humidity control); (9) Licensee has used supplies or materials in connection with the Software not meeting the standards set forth in the Documentation or otherwise
communicated by QuadraMed to Licensee; (10) the Software has been serviced or repaired by a party not approved in writing by QuadraMed; (11) QuadraMed personnel are not given full, free and safe access to the facility where the Software is
installed; or (12) any other cause within the control of Licensee caused the defect or malfunction. Notwithstanding the foregoing, however, where a loss of data is caused by a confirmed failure of the Software, QuadraMed agrees to provide
reasonable assistance to Licensee in the recovery of data for the period from the latest Licensee backup of the data until the failure, such period not to exceed twenty-four (24) hours. The foregoing states QuadraMed’s sole responsibility
to Licensee with respect to data loss. 
  

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 “Completion of Functional Test” means the date upon which the first Functional Test at any of the Equipment
Sites is complete. “Functional Test” means the process of testing the Software to verify that it operates substantially in accordance with QuadraMed’s then-current published specifications and which may include functionality,
operational, reporting, and integrated testing as specified in the Addendum. 
 B. Services. QuadraMed warrants that its Software Support and
Maintenance Plan and consulting services will be performed in a manner consistent with generally accepted industry standards. This warranty shall be valid for ninety (90) days from the performance of services. Licensee’s exclusive remedy,
and QuadraMed’s entire liability for services that do not conform to this warranty, shall be the re-performance of services; or, if QuadraMed is unable to perform the services as warranted, Licensee shall be entitled to recover the fees paid to
QuadraMed for the nonconforming services. 
 QUADRAMED DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS,
THAT THE SOFTWARE WILL OPERATE ERROR FREE, THAT IT WILL OPERATE UNINTERRUPTEDLY, THAT IT WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE (EXCEPT AS PERMITTED BY QUADRAMED’S ‘THEN-CURRENT PUBLISHED SPECIFICATIONS) OR THAT ALL DEFECTS ARE
CORRECTABLE. ORAL STATEMENTS MADE BY ANY OF THE PARTIES MAY NOT BE RELIED UPON AND ARE NOT A PART OF THIS AGREEMENT. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE WITH QUIET ENJOYMENT, ACCURACY OF THE DATA AND NON-INFRINGEMENT. QUADRAMED WARRANTS THIRD PARTY SOFTWARE, PRODUCTS OR EQUIPMENT ONLY TO THE EXTENT THAT
SUCH THIRD PARTY HAS WARRANTED THEIR PRODUCT OR EQUIPMENT TO QUADRAMED. 
 7. Indemnification. QuadraMed shall indemnify and hold Licensee harmless
from any damages or costs incurred by Licensee for any action based on infringement of a United States patent or copyright as a result of Licensee’s use of Software, provided that Licensee (1) has notified QuadraMed promptly in writing of
any such claim or suit against Licensee and cooperates fully with QuadraMed, and permits QuadraMed to defend or settle such claim or suit on behalf of Licensee; (2) has maintained current maintenance fees, without interruption, from the date of
this Agreement until the date of such claim; (3) has not used the Software with other software except as permitted by QuadraMed’s then-current published specifications and has not modified the Software or taken any other action which
nullifies the warranties set forth in Section 6; and (4) has complied with all of the terms and conditions of this Agreement. QuadraMed shall have no liability or obligation to Licensee hereunder with respect to any infringement claim
based upon (a) the use of a superseded or altered release of the Software or Documentation if the infringement would have been avoided by the use of a current or an unaltered release of the Software or Documentation that QuadraMed makes
available to Licensee; or (b) the combination, operation or use of any Software or Documentation furnished under this Agreement with software, hardware or other materials not furnished by QuadraMed if such infringement would have been avoided
by the use of the Software or Documentation without such software, hardware or other materials. The foregoing states the entire liability of QuadraMed with respect to the infringement of any United States patent or copyright by the Software or
Documentation. Further, if any Software becomes or, in QuadraMed’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, QuadraMed may, at its option: (a) procure for Licensee the right to
continue using such Software; (b) replace or modify such Software so that it becomes non-infringing without substantially compromising its functionality; or, if (a) and (b) are not reasonably available to QuadraMed, then
(c) terminate Licensees license to the allegedly infringing Software and pay to Licensee an amount not to exceed the amount of license fees paid by Licensee for the applicable Software. 
 8. Limitation of Liability. IN NO EVENT SHALL QUADRAMED OR ANY OF ITS SUPPLIERS OR AGENTS BE LIABLE FOR LOSS OF PROFIT, GOODWILL OR OTHER CONSEQUENTIAL OR
INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT EVEN IF QUADRAMED IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS PROVIDED IN SECTION 7, QUADRAMED’S AND ITS SUPPLIERS’ AND AGENTS’ TOTAL LIABILITY FOR ALL CLAIMS (EXCLUDING
PHYSICAL INJURY OR PROPERTY DAMAGE RESULTING FROM NEGLIGENCE OR WILLFUL MISCONDUCT) THAT ARISE OUT OF THIS AGREEMENT SHALL NOT EXCEED THE SUM OF THE LICENSE FEES PAID BY LICENSEE TO QUADRAMED FOR THE SOFTWARE THAT IS THE SUBJECT MATTER OF THE CLAIM
OR CAUSE OF ACTION. THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH IN THIS AGREEMENT ARE INDEPENDENT OF ANY OTHER REMEDY SET FORTH IN THIS AGREEMENT AND ARE INTENDED TO APPLY WHETHER OR NOT ANY OTHER REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH IN THIS AGREEMENT ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT THE FEES AND/OR OTHER CONSIDERATIONS PAYABLE HEREUNDER WOULD BE
SUBSTANTIALLY DIFFERENT IN THE ABSENCE OF THE FOREGOING. 
  

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	Accepted by LICENSEE:	 		 	Accepted by QUADRAMED CORPORATION:
					
	By:	 	 	 		 	By:	 	 
	Print Name:	 	 	 		 	Print Name:	 	David W. Wells
	Title:	 	 	 		 	Title:	 	Director of Contracts
	Date:	 	 	 		 	Date:	 	April 26, 2005

  

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