ENTITY THAT IS A COMPETITOR
OF CUSTOMER AS SET FORT IN APPENDIX C, AS SUCH LIST MAY BE AMENDED FROM TIME TO
TIME BY CUSTOMER AND UPON APPROVAL OF SUCH AMENDMENT BY MEDECISION, SUCH
APPROVAL TO NOT BE UNREASONABLY WITHHELD.
13.16.
PRIOR CUSTOMIZATIONS MEAN ALL CUSTOMIZATIONS AND
ENHANCEMENTS AND OTHER DERIVATIVE WORKS TO THE PRODUCTS DEVELOPED PURSUANT TO
THE AGREEMENT FOR PRODUCTS AND SERVICES, PREVIOUSLY ENTERED INTO BY THE PARTIES
AS OF FEBRUARY 1, 1998.
13.17.
PRODUCTS MEAN COLLECTIVELY THE MEDECISION PRODUCTS, THE
THIRD PARTY PRODUCTS AND ANY UPGRADES THAT MEDECISION MAY PROVIDE TO CUSTOMER AS
PART OF THE SUPPORT SERVICES DESCRIBED IN SECTION 2.
13.18.
SOFTWARE MEANS OPERATING SYSTEM SOFTWARE, DATABASES,
COMMUNICATION LINES, UTILITY PROGRAMS AND ALL OTHER ITEMS NECESSARY FOR THE
PROPER OPERATION OF CUSTOMER'S INFORMATION SYSTEMS AND SOFTWARE APPLICATIONS
NECESSARY TO INSTALL AND USE THE PRODUCTS AND RECEIVE SUPPORT SERVICES.
13.19.
SPECIFICATION MEANS ANY SPECIFICATIONS FOR A CUSTOMIZATION
SET FORTH ON THE APPLICABLE STATEMENT OF WORK TO THE MSA IN WHICH THE
CUSTOMIZATION IS DEVELOPED.
13.20.
STANDARD SUPPORT MEANS SUPPORT SERVICES PROVIDED BY
MEDECISION, AS DESCRIBED IN APPENDIX A.
13.21.
THIRD PARTY PRODUCT MEANS A THIRD PARTY PRODUCT IDENTIFIED
ON A SCHEDULE ENTERED INTO BY THE PARTIES DURING THE TERM OF THIS AGREEMENT,
INCLUDING ALL ASSOCIATED DOCUMENTATION.
NOTHING IN THIS AGREEMENT WILL PROHIBIT
CUSTOMER FROM LICENSING A THIRD PARTY PRODUCT DIRECTLY FROM THE APPLICABLE THIRD
PARTY VENDOR OR FROM ANY OTHER VENDOR.
13.22.
UPGRADE MEANS A RELEASE, VERSION OR MAINTENANCE FIX OF A
MEDECISION PRODUCT.
RELEASE MEANS A LATER VERSION OF A PRODUCT IDENTIFIED BY A
CHANGE IN THE FIRST DIGIT TO THE LEFT OF THE DECIMAL POINT ((X).XX); VERSION
MEANS A LATER VERSION OF A PRODUCT IDENTIFIED BY A CHANGE IN THE FIRST DIGIT TO
THE RIGHT OF THE DECIMAL POINT ((X).XX; AND MAINTENANCE FIX MEANS A LATER
VERSION OF A PRODUCT IDENTIFIED BY A CHANGE IN THE SECOND DIGIT TO THE RIGHT OF
THE DECIMAL POINT ((X).XX.
The following documents are attached hereto as exhibits, the terms of which are
incorporated by reference in their entirety:
Appendix A - Support Appendix
Appendix B - Current Affiliates
Appendix C - Competitors
Appendix D - Source Code Escrow Agreement and Amendment
Schedule 1 Appendix A to Schedule 1 - Communication and Configurations
11
Intending to be legally bound, the Parties have had this Agreement executed by
their duly authorized officials.
MEDECISION, INC.
PACIFICARE HEALTH SYSTEMS, INC.
By:
/s/ Danielle Russella
By:
/s/ Sharon Garrett
Name:
Danielle Russella
Name:
Sharon Garrett
Title:
Senior Vice President, Sales
Title:
Executive Vice President, Enterprise Services
Date:
June 30, 2004
Date:
June 30, 2004
12
Appendix A -Support Appendix
MEDecision shall provide Standard Support services for the Products, and any
Customizations and Enhancements, as generally described below.
Error Correction Services
MEDecision shall correct all Errors in the Products, including Errors in
Customizations and Enhancements.
MEDecision shall provide remote support
services for Errors through telephone, fax, Internet and e-mail.
MEDecision
support representatives will record all Error reports and coordinate responses.
Customer