##### 



Exhibit 10.15
 SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
 Software License and Maintenance Agreement
 1. DEFINITIONS
 1.1 Affiliate Schedule A Schedule A Schedule A
 1.2 Change of Control
 1.3 Competitor(s) or Competitor(s) of QCSI ,
 1.4 Confidential Information




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 2
  1.5 Customer or TS Schedule A Schedule A Schedule A
 1.6 Documentation
 1.7 Interface
 1.8 License Fees Schedule A
 1.9 Maintenance and Support Schedule B
 1.10 Maintenance and Support Fees Schedule B
 1.11 Members
 1.12 Object Code
 1.13 Person
 1.14 QCSI Taxes
 Page 2




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 3
  1.15 Software Schedule A Schedule B Section 10.8
 1.16 Source Code
 1.17 Third Party Software
 1.18 Trade Secret
 1.19 TS Taxes Section 1.14
 1.20 Use Schedule A
 Page 3




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 4
 2. LICENSE
 2.1. Grant of License Section 2.1 Section 2.1 Section 9
 2.2. Delivery; Copying of Documentation Schedule A Section 8
 2.3. Professional Services
 3. LICENSE RESTRICTIONS
 3.1. General Restrictions Schedule A
 Page 4




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 5
 3.2. Hosting Section 3.2
 3.3. TS Interface
 4. PAYMENTS
 4.1 License and Other Fees. Schedule
A Schedule B
 4.2 Taxes, Rates and Withholdings.
 4.3 Audit Rights.
 Page 5




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 6
  4.4 Intentionally Left Blank.
 4.5 Functionality Replacement
 5. MAINTENANCE AND SUPPORT
 5.1. Schedule B
 Section 10.5 Section 4.3 Section 5
 st
 Page 6




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 7
 5.2. PROBLEMS NOTIFICATION
 6. WARRANTIES AND LIMITATION OF LIABILITY
 6.1. QCSI Warranties
 6.1. (a) Representation and Warranties as to Software
  Schedule B Schedule B
     Page 7




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 8
   6.1 (b) Exclusive Remedy. Section 6. 1(a) , Schedule B
 6.1 (c) Maintenance and Support Warranty.
 6.1 (d) QCSI Warranty.
 Page 8




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 9
  6.1 (e) Ownership of Software Warranty.
 6.2. Warranty Conditions and Limitations Section 6. 1(a)
 6.3 Disclaimers. SECTION 6 STATES QCSIS SOLE AND EXCLUSIVE WARRANTIES TO CUSTOMER CONCERNING
THE SOFTWARE, MAINTENANCE AND SUPPORT, AND ALL OTHER ITEMS AND SERVICES PROVIDED HEREUNDER AND THE
EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTIES IN SECTION 6. 1(a) . EXCEPT AS EXPRESSLY SET FORTH IN
SECTION 6.1, THE SOFTWARE IS PROVIDED STRICTLY AS IS, AND QCSI MAKES NO ADDITIONAL WARRANTIES,
EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE
SOFTWARE OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING AT LAW OR FROM
COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE ARE EXPRESSLY EXCLUDED. CUSTOMER HEREBY
DISCLAIMS ANY RELIANCE ON ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
 6.4 Liability Limitations EXCEPT FOR LIABILITY ARISING FROM: (i) CONFIDENTIALITY
OBLIGATIONS FOR BOTH PARTIES AS SET FORTH IN SECTION 8.1 BELOW ; (ii) CUSTOMERS OBLIGATIONS
AS CONTAINED IN SECTION 2 AND SECTION 3; AND (iii) QCSIS INDEMNITY OBLIGATIONS AS SET FORTH IN
SECTION 7 BELOW, IN NO EVENT SHALL EITHER CUSTOMER OR QCSI BE LIABLE TO THE OTHER OR ANY THIRD
PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF RECREATING
LOST DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE FURNISHING,
PERFORMANCE OR USE OF THE SOFTWARE, MAINTENANCE AND SUPPORT, OR OTHER ITEMS OR SERVICES PROVIDED
HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE, MAINTENANCE AND SUPPORT, OR SAID
ITEMS OR SERVICES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY TERM OF THIS AGREEMENT AND
 Page 9




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 10
 EXCEPT FOR LIABILITY ARISING FROM: (i) CONFIDENTIALITY OBLIGATIONS FOR BOTH PARTIES AS SET
FORTH IN SECTION 8.1 BELOW ; ii) CUSTOMERS OBLIGATIONS AS CONTAINED IN SECTION 2, SECTION
3, AND SECTION 4; AND (iii) QCSIS INDEMNITY OBLIGATIONS AS SET FORTH IN SECTION 7 BELOW, EACH OF
CUSTOMERS AND QCSIS MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY
OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, SHALL IN NO EVENT BE
GREATER THAN THE AMOUNT OF THE LICENSE FEES, THE MAINTENANCE AND SUPPORT FEES, AND, IF ANY , THE
AMOUNTS FOR PROFESSIONAL SERVICES UNDER SEPARATE PROFESSIONAL SERVICES AGREEMENT(S) BY AND BETWEEN
THE PARTIES PAID TO QCSI BY TS DURING THE LAST TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT
GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
 6.5 Exclusion of Unauthorized Warranties
 6.6 TS Representations and Warranties
 7. INDEMNIFICATION
 7.1. Indemnification by QCSI Section 7
  Page 10




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 11
   7.2. Limitations; Exclusive Remedy
 8. CONFIDENTIAL INFORMATION AND OWNERSHIP
 8.1. Mutual Covenants
 Page 11




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 12
   8.2. Ownership
 8.2. (a)
 Page 12




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 13
  8.2. (b)
 9. TERM AND TERMINATION
 9.1. Term. Section 9 Schedule B
 9.2. Termination for Cause
  Section 11.2
 9.3. Termination Due to Insolvency
 Page 13




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 14
  9.4 Termination for Triple-S Convenience. Section 9.4
 Section 10.3 Section 9.4
 9.5 Effect of Termination
 10. GENERAL
 10.1. Third Party Software.
  Page 14




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 15
 Schedule C Schedule C
 10.2. Source Code Escrow
 10.3. Assignment and Change of Control.
  Page 15




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 16
 10.4 Notices.
 10. 5 Force Majeure
 10.6 Waiver
 10.7 Severability
 10.8 Entire Agreement; Modification; Headings
 Page 16




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 17
 10.9 No Third Party Beneficiaries
 10.10 Relationship of Parties
 10.11 Standard Terms of TS
 10.12 Trademarks and Copyrights
 10.13 Counterparts
 10.14 Compliance with Export and Other Laws
 10.15 Recruitment of Personnel
 Page 17




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 18
 11. APPLICABLE LAW AND DISPUTE RESOLUTION
 11.1. Applicable Law:
 Section 2.1 Section 3.1 Section
8.1, or Section 8.2 (a)
  11.2. Dispute Resolution
 11.2.(a) Informal Dispute Resolution:
 11.2. (a) (i)
 11.2. (a) (ii)
 11.2. (a) (iii)
 11.2. (a) (iv)
 11.2. (a) (v)
 Page 18




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##### 



Perpetual Software License And Maintenance Agreement QCSI
Page 19
    11.2.(b) Continued Performance:
  Quality Care Solutions, Inc.
    
    
    
    Triple S, Inc.By:
    
    /s/ David M. Engert
    
    
    
    By:
    
    /s/ Socorro Rivas-RodriguezDAVID
M. ENGERT
    
    SOCORRO RIVAS RODRÍGUEZPrint Name
    
    
    
    Print NamePRESIDENT AND CEO
    
    
    
    PRESIDENT AND CEOTitle
    
    
    
    Title11/17/06
    

11/15/06Date
    
    
    
    Date
  
  
 Page 19




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##### 



Schedule A
 TS, SOFTWARE AND LICENSE FEES
 I. Affiliates: TS is a part of a group of corporations existing under the laws of the Commonwealth
of Puerto Rico. The group includes a parent company, Triple-S Management Corporation, and its
wholly owned subsidiaries, Triple-S, Inc. (health related business), Triple-C, Inc, (government
reform business), Seguros Triple-S, Inc. (Property and Casualty Insurance), Great American Life
Assurance Company of Puerto Rico, Inc. (Life and Disability Insurance), Signature Insurance Agency,
Inc. (Insurance Agency) and Interactive Systems, Inc. (technology related business).
 II.
    
    Software:TS and QCSI designate the following Software for License under this Agreement:QNXT Software:QNXT, QNXT A/R, QNXT Case Management, QNXT Connect, QNXT Dental, QNXT View,
QNXT ClaimCheck ®Interface** or Ingenix iCES Interface, ITS Host, ITS Home, QNXT
AutoQ Framework.
 III. License Fees
 one million and seven
hundred thousand dollars ($1,700,000).
 Block A Perpetual License Fees
Zero to 850,000 Members
 QNXTClaimCheck®QNXT
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interface ORQNXT
    
    
    
    
    
    Case
    
    QNXT
    
    QNXT
    
    QNXT
    
    Ingenix iCESLicense
    
    QNXT A/R
    
    Mgmt.
    
    Connect
    
    Dental
    
    View
    
    Interface$708,333
    
    $
    141,667
    
    
    $
    141,667
    
    
    $
    141,667
    
    
    $
    141,667
    
    
    $
    141,667
    
    
    $
    70,833ITS Home
    
    ITS Host
    
    QNXTAutoQFramework$141,666
    
    $
    70,833
    
    
    Included
 
 **
    
    ClaimCheck® is a registered trademark of McKesson Corporation, a separate license for which is
the responsibility of Customer, but, in any case, is not supplied by QCSI.***
    
    iCES is a trademark of Ingenix Corporation, a separate license for which is the responsibility
of Customer, but, in any case, is not supplied by QCSI.




---



##### 



Block A Perpetual License Fee Payments.
 Section 9.4
 Section 4 0-850,000 Members
 Additional Block A Perpetual License Fees st only no Section 4 during the immediately
preceding twelve (12) month period
 Generally Available QNXT Software.




---



##### 



Block B Perpetual License:
   Initial Perpetual License Fees for the Block B Perpetual License Option
Zero to 650,000 Members
 QNXTClaimCheck®QNXT
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interface ORQNXT
    
    
    
    
    
    Case
    
    QNXT
    
    QNXT
    
    QNXT
    
    Ingenix iCESLicense
    
    QNXT A/R
    
    Mgmt.
    
    Connect
    
    Dental
    
    View
    
    Interface$541,667
    
    $
    108,333
    
    
    $
    108,333
    
    
    $
    108,333
    
    
    $
    108,333
    
    
    $
    108,333
    
    
    $
    54,167ITS Home
    
    ITS Host
    
    QNXTAutoQFramework$108,333
    
    $
    54,167
    
    
    included
 
 **
    
    ClaimCheck® is a registered trademark of McKesson Corporation, a separate license for which is
the responsibility of Customer, but, in any case, is not supplied by QCSI.***
    
    iCES is a trademark of Ingenix Corporation, a separate license for which is the responsibility
of Customer, but, in any case, is not supplied by QCSI. Block B License Option Payment.
  Section 4 0-650,000 Members
 Additional Perpetual License Fees under the Block B Perpetual License




---



##### 



only no Section 4 during the immediately preceding twelve (12) month
period
   Perpetual License Fees for the Extended Block B License Option
Zero to 650,000 Members
 QNXTClaimCheck®QNXT
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interface ORQNXT
    
    
    
    
    
    Case
    
    QNXT
    
    QNXT
    
    QNXT
    
    Ingenix iCESLicense
    
    QNXT A/R
    
    Mgmt.
    
    Connect
    
    Dental
    
    View
    
    Interface$595,833
    
    $
    119,167
    
    
    $
    119,167
    
    
    $
    119,167
    
    
    $
    119,167
    
    
    $
    119,167
    
    
    $
    59,583ITS Home
    
    ITS Host
    
    QNXTAutoQFramework$119,167
    
    $
    59,583
    
    
    Included
 
 **
    
    ClaimCheck® is a registered trademark of McKesson Corporation, a separate license for which is
the responsibility of Customer, but, in any case, is not supplied by QCSI.***
    
    iCES is a trademark of Ingenix Corporation, a separate license for which is the responsibility
of Customer, but, in any case, is not supplied by QCSI. The Extended Block B License Option Payment.
  Section 4 0-650,000 Members
 Additional Perpetual License Fees under the Extended Block B Perpetual License




---



##### 



only no Section 4 during the immediately preceding
twelve (12) month period
  IV. Additional License Restrictions NONE




---



##### 



Schedule B
 MAINTENANCE AND SUPPORT
  I. Block A Maintenance and Support Fees.
 three hundred forty thousand dollars ($340,000) Schedule A 0-850,000 Members
  Annual Block A Maintenance & Support Fees
Zero -850,000 Members
 QNXTClaimCheck®QNXT
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interface**QNXT
    
    
    
    
    
    Case
    
    QNXT
    
    QNXT
    
    QNXT
    
    OR IngenixLicense
    
    QNXT A/R
    
    Mgmt.
    
    Connect
    
    Dental
    
    View
    
    iCES Interface***$141,667
    
    $
    28,334
    
    
    $
    28,333
    
    
    $
    28,333
    
    
    $
    28,333
    
    
    $
    28,333
    
    
    $
    14,167ITS Home
    
    ITS Host
    
    QNXTAutoQFramework$28,333
    
    $
    14,167
    
    
    Included
 
 **
    
    ClaimCheck® is a registered trademark of McKesson Corporation, a separate license for which is
the responsibility of Customer, but, in any case, is not supplied by QCSI.***
    
    iCES is a trademark of Ingenix Corporation, a separate license for which is the responsibility
of Customer, but, in any case, is not supplied by QCSI. 1




---



##### 



Block A Maintenance and Support Fee Payments. Section
9.4
   st Section 5 Section 4 Schedule A only no
 Section 5 during the immediately preceding twelve (12) month period
 Adapter
 Block B Maintenance and Support
 Schedule
A
 2




---



##### 



Annual Block B Option
Maintenance & Support Fees
Zero - 650,000 Members
 QNXTClaimCheck®QNXT
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interface**QNXT
    
    
    
    
    
    Case
    
    QNXT
    
    QNXT
    
    QNXT
    
    OR IngenixLicense
    
    QNXT A/R
    
    Mgmt.
    
    Connect
    
    Dental
    
    View
    
    iCES Interface***$108,333
    
    $
    21,667
    
    
    $
    21,667
    
    
    $
    21,667
    
    
    $
    21,667
    
    
    $
    21,667
    
    
    $
    10,833ITS Home
    
    ITS Host
    
    QNXTAutoQFramework$21,667
    
    $
    10,833
    
    
    included
 
 **
    
    ClaimCheck® is a registered trademark of McKesson Corporation, a separate license for which is
the responsibility of Customer, but, in any case, is not supplied by QCSI.***
    
    iCES is a trademark of Ingenix Corporation, a separate license for which is the responsibility
of Customer, but, in any case, is not supplied by QCSI. Block B Maintenance and Support Fee Payments.
 Schedule A
 Section 5 Section 4 Schedule A only no
 3




---



##### 



Schedule A
 Annual Option
Maintenance & Support Fees
Zero - 650,000 Members
 QNXTClaimCheck ®QNXT
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interface**QNXT
    
    
    
    
    
    Case
    
    QNXT
    
    QNXT
    
    QNXT
    
    OR IngenixLicense
    
    QNXT A/R
    
    Mgmt.
    
    Connect
    
    Dental
    
    View
    
    iCES Interface***$119,167
    
    $
    23,833
    
    
    $
    23,833
    
    
    $
    23,833
    
    
    $
    23,833
    
    
    $
    23,833
    
    
    $
    11,917ITS Home
    
    ITS Host
    
    QNXTAutoQFramework$23,833
    
    $
    11,917
    
    
    included
 
 **
    
    ClaimCheck® is a registered trademark of McKesson Corporation, a separate license for which is
the responsibility of Customer, but, in any case, is not supplied by QCSI.***
    
    iCES is a trademark of Ingenix Corporation, a separate license for which is the responsibility
of Customer, but, in any case, is not supplied by QCSI. Maintenance and Support Fee Payments.
 Schedule A
 Section 5 Section 4 Schedule A only no
 4




---



##### 



Product Enhancement Requests
 Schedule A,
Section III one million and seven hundred thousand dollars ($1,700,000) Schedule B,
Section I,
   st
   5




---



##### 



II.
    
    Maintenance and Support:QCSI offers the following Maintenance and Support for the Software
identified in Schedule A:III.
    
    Definitions.QCSI and TS agree that the following terms shall have their respective meanings:
 A. Communications Link
 B. Issue or Issues
 1.
    
    Code 1 means TS users are down and/or the Software is not
operational.2.
    
    Code 2 means TS cannot run one of its core processes,
including QNXT ITS and the host integration service, payment, print checks, process
EDI eligibility, or run premium billing, enrollment or claim adjudication.3.
    
    Code 3means TS users cannot run a single module due to a
crash or hang.4.
    
    Code 4 means any Issue not listed above.
 C. Release
 1.
    
    Version Releasemeans a release of the Software containing a major
technological change in the Software or a redesign of the schema.2.
    
    Major Releasemeans a release of the Software, which is generally
provided at least annually and includes both corrections to the Software and major
enhancements to the most current version of the Software.3.
    
    Service Pack Releasemeans an update to the Software, which is
provided from time to time and which includes corrections to the Software.
 D. Resolve Resolution
 E. Respond
 6




---



##### 



IV.
    
    TS Obligations.TS agrees to install within a reasonable time frame, Releases to Software as
such Releases are made available to TS by QCSI, and as licensed by TS.TS agrees to establish a central contact (Help Desk) within its organization for Issue
reporting, management, and other communications with QCSI. TS will also designate an
employee as the contact point who will remain assigned and available for the duration of the
applicable Issue. The Help Desk must be conversant in the Software and underlying
technology and is responsible for accumulating accurate information regarding the Issue and
forwarding the information to QCSI including the following:
 
    
    TS Name
    
    Contact Name and Phone Number
    
    Internal Tracking Number
    
    Time and Date
    
    Software and/or Module Name
    
    User Name
    
    Software Version
    
    Login and Password
    
    Environment
    
    Description (Describe the problem and list the exact steps required to recreate this
issue. Include examples when available).
    
    Expected Behavior
    
    Business Impact (Describe the time/cost factors resulting from this Issue.)
    
    Problem (Describe what you think the problem is.)
    
    Additional information may also be required based on the reported Issue
 V.
    
    Issue Management.
 A. Response and Resolution Commitment.
 (1).
    
    Code 1: QCSI will Respond with immediate acknowledgment of receipt of
the Issue and will, within two (2) hours, assign to the Issue, a QCSI employee with
the appropriate skill level who will remain dedicated to the Issue until it is
closed. QCSI will make reasonable attempts to Resolve Code 1 Issues within 24
hours, and will work on a continuous twenty four (24) hours a day, seven (7) days a
week, basis until a work around is available and TS production or development is
resumed. Code 1 Issues must either be reported via telephone or immediately
followed with a telephone call upon submission.(2).
    
    Code 2: QCSI will Respond with immediate acknowledgment of receipt of
the Issue and will, within two (2) hours, assign to the Issue, a QCSI employee with
the appropriate skill level who will remain dedicated to the Issue until it is
closed. QCSI will make reasonable attempts to Resolve Code 2 Issues within 48
hours. Code 2 Issues must either be reported via telephone or immediately followed
with a telephone call upon submission.(3).
    
    Code 3: QCSI will Respond with immediate acknowledgment of receipt of
the
 7




---



##### 



Issue and will assign, to the Issue, a QCSI employee with the appropriate skill
level who will manage the work effort on the Issue until it is closed. QCSI will
make reasonable attempts to Resolve Code 3 Issues within three (3) business days.(4)
    
    Code 4: QCSI will Respond with immediate acknowledgment via QCSIs
Q-Support Website of receipt of the Issue. QCSI will determine, along with TS, the
criticality of such Issue, and accordingly QCSI will establish whether and to what
extent, and the time to Resolve such Issue.
 B. Escalation Process.
 C. Closing an Issue
 D. Conditions for Issue Resolution.
 (1).
    
    TS computing environment being consistent with QCSIs recommended
technical specifications as provided in the Documentation and the computing
environment is in good working order;(2).
    
    The Software, including the database, having been properly used as
provided in the Documentation and not modified and/or serviced by an entity other
than QCSI;(3).
    
    TS providing QCSI with written approval and reasonable access to TS
database and any system components that are deemed necessary to perform appropriate
analysis. QCSI must have full and free access via the Communication Link to the
Software. TS agrees to provide to QCSI system passwords necessary to operate and
support Software and related databases in accordance with TS HIPAA requirements as
defined within a fully executed Business Associate Agreement;(4).
    
    TS maintaining the Communications Link; and(5).
    
    TS must be on the currently shipping Major Release of the Software or
no more than one Major Release previous to the currently shipping Major Release of
the
 8




---



##### 



Software, and is responsible for validation of the Release against its own
unique business requirements.(6).
    
    QCSI, using reasonable efforts, must be able to reproduce or replicate
the Issue.
 VI.
    
    Maintenance Service Availability: Maintenance and Support services are available from QCSI
via QCSIs Q-Support Website or by telephone twenty-four (24) hours, seven (7) days a week,
or, during normal business hours, via email, facsimile, and the QCSI Extranet. The payment of
the Maintenance and Support fee entitles TS to Maintenance and Support services during QCSIs
normal business hours (ie 6:00am to 6:00pm, Mountain Time). If TS requires Maintenance and
Support services by QCSI outside of QCSIs normal business hours, QCSI shall charge TS on a
time and materials basis for the actual number of hours utilized by TS outside of QCSIs
normal business hours (minimum of two (2) hours) at QCSIs then current published rates (as of
the Effective Date of this Agreement, the hourly rate for the additional Maintenance and
Support services contemplated in this provision are two hundred and twenty five dollars ($225)
per resource), or rates as otherwise mutually agreed in writing by the Parties. TS may also
obtain Maintenance and Support services twenty-four (24) hours, seven (7) days a week for a
fixed fee, in which case QCSI will not charge TS an hourly rate for maintenance and support
services offered outside of normal business hours.VII.
    
    Releases: QCSI agrees to provide TS with an anticipated Release schedule for the year. If a
Release is delayed from the scheduled release date, QCSI will provide notification of the
delay with a revised schedule for the date of Release.Each Release will include the
following:
 A.
 B.
 C.
 D.
 9




---



##### 



VIII.
    
    Exclusions From Maintenance and Support:QCSI shall have no Maintenance and Support
obligations with respect to any hardware or software product other than the Software, any
anomalies or problems not caused by the Software, or to modifications to the Software made by
someone other than QCSI (Nonqualified Products). If QCSI provides services for a problem
caused by a Nonqualified Product or the failure of TS computer system to comply with the
minimum system requirements approved or recommended by QCSI in writing, or if QCSIs service
efforts are increased as a result of such Nonqualified Product or failure to comply with such
minimum system requirements, QCSI shall charge TS on a time and materials basis for extra
service at its then current published rates (as of the Effective Date of this Agreement, the
hourly rate for the services contemplated in this provision are two hundred and twenty five
dollars ($225) per resource), or rates as otherwise mutually agreed in writing by the Parties.
If, in QCSIs opinion, performance of Maintenance and Support is made more difficult or
impaired because of Nonqualified Products, QCSI shall so notify TS, and TS shall immediately
remove the Nonqualified Product at its own risk and expense during any efforts to render
Maintenance and Support under this Agreement. TS shall be solely responsible for the
compatibility and functioning of Nonqualified Products with the Software. Notwithstanding the
foregoing, if Software performance; (i) materially (i.e. greater than ten percent (10%))
degrades in TS operating environment when compared with the results that QCSI states TS will
obtain based on the technical infrastructure recommendations made by QCSI pursuant to Exhibit
B (which is to be incorporated into this Agreement upon completion of such benchmark),
provided that the TS technical infrastructure is the same or substantially similar to that
recommended by QCSI; and (ii) the configuration implemented by TS based on QCSIs
recommendations fails to allow TS to achieve performance for claims processing, capitation and
billing comparable to TS current throughput, QCSI will provide assistance to TS to identify
the cause of such performance degradation. If such degradation is not caused by or the result
of an Issue, pursuant to this Schedule B, then QCSI shall charge TS on a time and materials
basis for extra service at its then current published rates, or rates as otherwise mutually
agreed in writing by the Parties.IX.
    
    TS Responsibilities:In connection with QCSIs provision of Maintenance and Support as
described in this Schedule, TS acknowledges that TS has the responsibility to do each of the
following: (1) maintain the relevant computer system and associated peripheral equipment in
good working order in accordance with the manufacturers specifications, and in compliance
with the minimum system requirements approved or recommended by QCSI in writing at the latest
code revision level deemed necessary by QCSI for proper operation of the Software and assure
that any problems reported to QCSI are not due to hardware malfunction; (2) supply QCSI with
access to and use of all information, relevant software, and facilities determined to be
necessary by QCSI to render the Maintenance and Support described in this Schedule; (3)
perform any tests or procedures recommended by QCSI for the purpose of identifying and/or
resolving any problems; and (4) maintain a procedure external to the Software for
reconstruction of lost or altered files, data, or programs to the extent deemed necessary by
TS.X.
    
    Performance CreditsQCSI shall award Customer with Performance Credits as defined herein in the event of QCSIs
failure to meet the time frames set forth in Section V(A) herein (referred to as Response
Commitments). One Performance Credit shall equal the value of one hour of services at
QCSIs prevailing rate then in effect, which Performance Credits may be utilized by
Customer, pursuant to the terms and conditions of a separate Professional
 10




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Services
agreement, only and exclusively for (i) QCSI development; (ii) training available through
the QCSI Training Department; or (iii) Professional Services related to migration from one
Major Release or Version Release of Software to an updated Major Release or Version Release.
Performance Credits may not be utilized for Maintenance and Support and other Professional
Services except as listed herein. Performance Credits shall expire and are not payable in
any form at the end of the then-prevailing Maintenance and Support term and thus must be
applicable to a mutually agreed Professional Services work order by the end of the
then-prevailing Maintenance and Support term, regardless of when the Professional Services
are actually utilized. Customer shall request such Performance Credits in writing from QCSI
which written notice shall specify the Code, a description of the Issue and the time frames
involved. Such written notice shall be sent to the Chief Financial Officer of QCSI.
 Code 1
 Code 2
 Code 3
 Code 4
 XI.
    
    Microsoft Security PacksQCSI has or will test all Microsoft service packs and security patches with the
then-prevailing, current Major Release and no more than one Major Release previous to the
then-prevailing, current Major Release, and hereby represents and warrants that the then
prevailing, current Major Release, and no more than one Major Release previous to the
then-prevailing, current Major Release, is and will not be adversely affected by the
installation of the Microsoft service packs and security patches.
 11




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Schedule C
 Included Third Party Software
 PRODUCT
 NONE
  1




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Exhibit A
 BUSINESS ASSOCIATE AGREEMENT
  1.
    
    Definitions. The following terms shall have the following respective meanings: (a)
Business Associate or BA shall mean Quality Care Solutions, Inc., a Nevada corporation;
(b) Covered Entity or CE shall mean Triple-S, Inc a Puerto Rico corporation; (c) Protected
Health Information or PHI shall have the same meaning as the term protected health
information in 45 CFR § 160.103, limited to the information received from Covered Entity, or
created, accessed, used or disclosed by Business Associate or by any agent or subcontractor of
Business Associate on behalf of Covered Entity; (d) Electronic Protected Health Information
shall have the same meaning as the term electronic protected health information in 45 CFR §
160.103, limited to the information received from CE, or created, accessed, maintained or
transmitted by Business Associate or by any agent or subcontractor of Business Associate on
behalf of CE; (e) Privacy Rule shall mean the Standards for Privacy of Individually
Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E; and (f)
Security Rule shall mean the Security Standards for the Protection of Electronic Protected
Health Information at 45 CFR Part 160 and Part 164, Subparts A and C. All capitalized terms
not otherwise defined herein shall have the same meaning as those terms are defined by HIPAA.2.
    
    Obligations to Maintain Privacy. BA agrees that it shall maintain the privacy of PHI
as follows: (a) BA agrees not to use or disclose PHI other than as permitted or required by
this Agreement or as permitted or Required by Law; (b) BA agrees to use appropriate safeguards
to prevent the Use or Disclosure of PHI other than as provided for by this Agreement; (c) BA
agrees to report to CE any Use or Disclosure of PHI not provided for by this Agreement of
which it becomes aware; (d) BA agrees to make internal practices, books, and records relating
to the Use and Disclosure of PHI available to the Secretary for purposes of the Secretary
determining CEs compliance with the Privacy Rule; (e) BA agrees to make available to CE
information necessary for CE to provide an accounting of Disclosures in accordance with 45 CFR
§ 164.528; provided, however, that CE submits such request for information to BA no less than
twenty (20) business days prior to the date by which CE requires the information. CE agrees
that such accounting shall not apply to Disclosures made: (i) to carry out treatment, payment
and health care operations; (ii) to Individuals regarding PHI about them; (iii) incident to a
use or disclosure otherwise permitted or required; (iv) pursuant to an authorization; (v) for
a facilitys directory or to persons involved in an individuals care, or for other
notification purposes provided in 45 CFR §
 Exhibit A 1 of 6




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164.510; (vi) for national security or intelligence
purposes; (vii) to correctional institutions or law enforcement officials; (viii) as part of a
Limited Data Set; or (ix) prior to the Effective Date of this Agreement.3.
    
    Permitted Uses and Disclosures. Except as otherwise limited in this Agreement, BA may
use or disclose PHI for the following purposes (a) to perform its obligations to CE pursuant
to the Service Agreements; (b) for the proper management and administration of BA or to carry
out the legal responsibilities of BA, provided however that such Disclosure is Required By
Law, or upon Disclosure, BA obtains reasonable assurances from the person to whom the
information is disclosed 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 BA of any instances of which it is aware in which the confidentiality of the
information has been breached; (c) to agents and subcontractors BA retains to assist it in the
performance of its obligations to CE under the Service Agreements; provided that BA agrees to
ensure that any agents or subcontractors to whom it provides PHI agree to the same
restrictions and conditions that apply through this Agreement to BA; (d) to report violations
of law to appropriate federal and state authorities, consistent with 45 CFR §164.502(j)(1);
and (e) if so Required By Law.4.
    
    Obligations of CE. CE shall notify BA of (a) any limitation(s) in the notice of
privacy practices of CE in accordance with 45 CFR § 164.520, to the extent that such
limitation may affect BAs use or disclosure of PHI; (b) any changes in, or revocation of,
permission by an Individual to use or disclose PHI, to the extent that such changes may affect
BAs use or disclosure of PHI; and (c) any restriction to the use or disclosure of PHI that CE
has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may
affect BAs use or disclosure of PHI. Except as otherwise provided in this BA Agreement, CE
shall not request BA to use or disclose PHI in any manner that would not be permissible under
the Privacy Rule if done by CE. CE acknowledges and agrees that it is solely responsible for
its compliance with HIPAA.5.
    
    Individual Rights. The parties recognize that HIPAA provides Individuals the right to
request access to inspect and obtain copies of their PHI and the right to amend their PHI. To
the extent that BA maintains PHI in a Designated Record Set, then, to assist CE in complying
with these individual rights provisions of HIPAA, BA shall, upon reasonable request of CE
during the term of this Agreement and upon reasonable payment to BA, make PHI in a Designated
Record Set to which CE does not have access available to CE within twenty (20) business days
of CEs request. Unless otherwise Required by Law, however, BA shall not be required to
directly respond to an Individuals request. CE shall instruct Individuals to contact CE
directly with respect to any individual rights they may have under HIPAA.6.
    
    Security Rule. Unless otherwise provided by law, BA agrees that it shall maintain the
security of Electronic Protected Health Information as follows: (a) implement commercially
reasonable administrative, physical, and technical safeguards that appropriately protect the
Confidentiality, Integrity, and Availability of Electronic Protected Health Information; (b)
use commercially reasonable efforts to ensure that any agent, including a subcontractor, to
whom it provides Electronic Protected Health Information agrees to implement reasonable and
appropriate safeguards to protect Electronic Protected Health Information; and (c) to report
to CE any Security Incident of which it becomes aware.7.
    
    Term. This Agreement shall be effective as of the later date on which this Agreement is
 2




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executed by the parties (Effective Date), and shall continue until the later of (a) the
later of the termination of the applicable Service Agreements; and (b) all of the PHI that is
in the possession of BA is either destroyed or returned to CE, or, if it is infeasible to
return or destroy said PHI, then protections shall be extended to such information in
accordance with the termination provisions of Section 9of this Agreement.8.
    
    Termination. Notwithstanding any terms to the contrary in the Agreement, a material
breach of this Agreement by BA shall be cause for CE, at its option, to terminate upon one (1)
year written notice this Agreement and the applicable Service Agreements; provided, however,
that BA has not cured the material breach within thirty (30) calendar days after written
notice from CE specifying the breach. CE shall have the right within the one (1) year notice
period to revive this Agreement, the applicable Service Agreements previously terminated
pursuant to this Section upon reasonable written notice to BA. Unless otherwise agreed to in
writing by CE and BA, upon the revival of this Agreement and the applicable Service Agreements
pursuant to this Section, both the terms and conditions and the term (duration) of this
Agreement and the applicable Service Agreements shall continue as if this Agreement and such
applicable Service Agreements had not been previously terminated. Except as otherwise provided
in this Section 8, upon termination of this Agreement, for any reason, BA shall return or
destroy at the expense of CE all PHI that is in the possession of BA, no later than thirty
(30) calendar days from the later of the termination or expiration of the Service Agreements.9.
    
    Extended Protections to PHI. In the event that BA determines that returning or
destroying the PHI is infeasible, BA shall extend the protections of this Agreement to such
PHI and limit further Uses and Disclosures of such PHI to those purposes that make the return
or destruction infeasible, for so long as BA maintains such PHI.10.
    
    Miscellaneous. This Agreement supersedes all oral or written agreements, if any,
between the parties, and together with any other agreement signed contemporaneously herewith
constitute the entire agreement between the parties with respect to the subject matter herein.
Any modification, amendment, or cancellation of, or waiver of rights under, this Agreement
shall be effective only if in writing signed by both parties. No waiver of any breach of this
Agreement shall be construed as a waiver of any other rights under this Agreement. No delay in
acting with regard to any breach shall be construed as a waiver of the breach. This Agreement
shall be interpreted in a manner to permit CE to comply with HIPAA, and the BA agrees to
negotiate in good faith to amend this Agreement as necessary to enable CE to comply with
HIPAA. Except as otherwise expressly stated herein, this Agreement shall not affect the
obligations under the applicable Service Agreements, and to the extent the terms of this
Agreement conflict with the terms in any of the Service Agreements, the terms of this
Agreement shall govern. Sections 9and 10of this Agreement shall survive the expiration or
early termination of this Agreement. This Agreement shall be governed by applicable federal
law and the laws of the State of Arizona. There are no third-party beneficiaries to this
Agreement.
 [signatures on following page]
 3




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IN WITNESS WHEREOF
 Covered Entity:
    
    Business Associate: Quality Care Solutions, Inc.By: /s/ Socorro Rivas
    
    By: /s/ David M. EngertName: Socorro Rivas
    
    Name: David M. EngertTitle: President & CEO
    
    Title: President & CEODate:
11/24/06
    
    Date: 11/17/06
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EXHIBIT B
  5