Exhibit 10.19(i)
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
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MEDecision
MEDecision, Inc.
̈
One Devon Square,
724 W. Lancaster Avenue
̈
Wayne,
PA
19087
̈
Phone: 610-254-0202
̈
Fax: 610-254-5100
Master Product Agreement
Number: PHS-001
This Master Product Agreement, including all exhibits, schedules, appendices and
other documents attached hereto (collectively, this "Agreement") dated June 30,
2004 ("Effective Date") is between MEDecision, Inc. ("MEDecision"), with offices
at One Devon Square, 724 W. Lancaster Avenue, Wayne, PA 19087 and PacifiCare
Health Systems, Inc. ("Customer"), for itself and its Affiliates, with its
principal offices at 10803 Hope Street, Cypress, CA 90630.
MEDecision and
Customer may each be referred to in this Agreement individually as a "Party" and
together as the "Parties."
1.
GRANT OF LICENSE.
1.1.
LICENSE GRANT.
SUBJECT TO THE TERMS OF THIS
AGREEMENT, MEDECISION GRANTS TO CUSTOMER AND ITS AFFILIATES A LICENSE TO INSTALL
AND USE THE PRODUCTS AND THE PRIOR CUSTOMIZATIONS IN ACCORDANCE WITH SCHEDULE 1.
1.2.
LICENSE CONDITIONS.
(A)
OWNERSHIP.
EXCEPT AS OTHERWISE SET FORTH
HEREIN OR IN THE MASTER SERVICES AGREEMENT ENTERED INTO BY AND BETWEEN THE
PARTIES ON EVEN DATE HEREWITH, OR ANY STATEMENT OF WORK OR OTHER EXHIBIT THERETO
(COLLECTIVELY, THE "MSA") MEDECISION AND ITS SUPPLIERS OWN ALL RIGHTS, TITLE,
AND INTEREST IN AND TO THE PRODUCTS, THE CUSTOMIZATIONS AND ENHANCEMENTS AND THE
MEDECISION CONFIDENTIAL INFORMATION.
(B)
COPYING, MODIFICATION, ACCESS AND
DISTRIBUTION.
CUSTOMER AND ITS AFFILIATES MAY COPY THE PRODUCTS FOR CUSTOMER'S
OR ITS AFFILIATES' OWN USE, INCLUDING COPIES FOR USE IN DEVELOPMENT, TEST,
DISASTER RECOVERY AND BACK-UP PURPOSES; PROVIDED THAT ONLY THE NUMBER OF COPIES
LICENSED UNDER SCHEDULE 1 TO THIS AGREEMENT MAY BE USED IN PRODUCTION AT THE
SAME TIME.
CUSTOMER AND ITS AFFILIATES MAY COPY THE DOCUMENTATION FOR
CUSTOMER'S AND/OR ITS AFFILIATES' INTERNAL USE RELATED TO THE PRODUCTS.
ALL
COPIES OF PRODUCTS AND DOCUMENTATION MUST CONTAIN MEDECISION'S PROPRIETARY
RIGHTS NOTICES.
THE PRODUCTS MAY NOT BE MODIFIED, ALTERED OR ENHANCED EXCEPT AS
AUTHORIZED BY MEDECISION IN WRITING.
EXCEPT AS SPECIFIED IN THIS AGREEMENT,
CUSTOMER MAY NOT USE THE PRODUCTS TO PROVIDE AN APPLICATION SERVICE PROVIDER
SERVICE, IN CONNECTION WITH A SERVICE BUREAU, FOR THE BENEFIT OF ANY THIRD PARTY
(OTHER THAN ITS AFFILIATES) OR TRANSFER OR DISTRIBUTE THE PRODUCTS.
MEDECISION
AGREES THAT INDEPENDENT CONTRACTORS AND CONSULTANTS ENGAGED BY CUSTOMER AND/OR
ITS AFFILIATES TO PROVIDE SERVICES FOR CUSTOMER MAY BE GRANTED ACCESS TO THE
PRODUCTS IN ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT
FOR THE PURPOSE OF PROVIDING SUCH SERVICES, PROVIDED THAT: (A) CUSTOMER HAS
WRITTEN AGREEMENTS IN PLACE WITH EACH SUCH INDEPENDENT CONTRACTOR AND CONSULTANT
WITH TERMS AT LEAST AS PROTECTIVE OF MEDECISION CONFIDENTIAL INFORMATION AS
THOSE CONTAINED IN THIS AGREEMENT, (B) CUSTOMER IS LIABLE FOR ALL ACTS AND
OMISSIONS OF SUCH INDEPENDENT CONTRACTOR AND CONSULTANT THAT WOULD CONSTITUTE A
BREACH OF THIS AGREEMENT IF SUCH ACTS OR OMISSIONS HAD BEEN PERFORMED BY
CUSTOMER, AND (C) NO SUCH INDEPENDENT CONTRACTOR OR CONSULTANT IS A MEDECISION
COMPETITOR.
CUSTOMER SHALL HAVE THE