| Representative
Projects and Agreements: Worked with clients to create, structure,
draft and negotiate the following agreements: |
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Master
National Agreement between the client and a company that is
a provider of software applications and related services used
primarily in the healthcare industry. The software applications
company serves more than 500 payers, whose customers in turn
serve approximately 40% of the health-insured population of
the United States. |
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The
Master Agreement addressed both the software applications company's
ASP and turnkey lines of business and secured approximately
35% of the client's annual revenue stream. The public company
required that the agreement be on "their paper". Worked
with client to incorporate client's necessary business and legal
items and improved and rewrote the software applications company's
standard form agreement in the software applications company's
format. |
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Two
Master License and Referral Agreements (a second 5 year Agreement
after the expiration of the first 5 year Agreement) between
the client and the nation's leading provider of health care
information and management products and services, with annual
revenues over $50 billion. |
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The
Master Agreement addressed three of the health care information
company's lines of business, each with its own software products,
pricing provisions and restrictions on use. The health care
information company required that the Agreement be on "their
paper". Wrote the health care information company's form
of agreement and negotiated with the health care information
company to have that version adopted as the format for the Agreement. |
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Account
Establishment Agreement between the client and a sales representative
employed by the client. |
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The
Agreement defined the nature of the relationship, addressed
overdraws against commissions by the sales representative, and
established a structure for the sales representative to capitalize
upon his strengths in establishing new accounts. |
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Joint
Marketing and Referral Agreement between the client and a national
company that provides management advisory services, consulting
and related services to independent hospitals and health systems. |
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The
Joint Marketing and Referral Agreement resolved long-standing
financial and licensing issues between the national company
and the client and resulted in the national company rolling
out and marketing the client's new subscription software product. |
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Agreement
for license, joint promotion and marketing between the client
and the leading non-profit professional association representing
health information management professionals concerning the one
of the client's software products. |
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Master
Agreement for license of the client's health care software to
the wholly owned managed care organization (MCO) of a large
mid-Western industrial company. |
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The
MCO insisted that the master agreement be on their "paper".
Rewrote the MCO's standard form of agreement and business attachments
to incorporate and protect the client's needs. Negotiated with
the MCO to have the revised form of agreement adopted as the
format between the MCO and the client. |
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Computer
Server Use and Access Agreement between the client and a Fortune
25 mid-western manufacturing company regarding use on a test
basis of the client's computer server loaded with the client's
proprietary software. |
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License
and OEM Remarketing Agreement between the client and a public
company with that is a provider of integrated business management
outsourcing services and application software for the healthcare
industry. |
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The
OEM Agreement defined the marketing and revenue relationship
between the parties and established the rules for re-licensing
of the client's software payment and payment of remarketing
fees. |
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Agreement
for Provision of Consultation and Training Sessions, as well
as various software license agreements, between the client and
a national health benefits company serving approximately 11
million members in nine states. |
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Master
Software License Agreement between the client and the largest
not-for-profit health care organization in the United States,
serving 8 million members in 9 states and the District of Columbia.
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The
Master Agreement was structured to permit license and use of
the client's software at the health care organization's national
testing site and at regional claims processing centers as each
regional center of the health care organization utilized the
software and joined the national agreement. |
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Consulting
and Services Agreement between the client and a major eastern
university regarding the client's enterprise-wide planning,
budgeting and forecasting software. |
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Independent
Contractor Agreement for Subcontractors between the client and
subcontractors under which the client markets the subcontractor's
consulting, management and/or data processing services to customers
of the subcontractor. |
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Subcontractor
Agreement between the client and a software consultant/developer. |
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Under
the Agreement the consultant performed services to the client's
customers on behalf of the client at critical junctures in the
implementation process and under the client's specified guidelines
and timeframes. |
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Software
License and Services Agreement between the client and a Big
Four accounting and consulting firm. |
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Under
the Agreement the Big Four firm's hospital customers provided
health care data to the client for processing using the client's
proprietary web-accessed software product and then return of
the enhanced data back to the Big Four firm and hospital customers.
The Big Four firm used the enhanced data as the basis for promoting
the Big Four firm's consulting services to its hospital clients. |
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Three
party Software License Agreement between the client, a global
management consulting and technology services company and the
management consulting company's HUB (Historically Underutilized
Business) subcontractor. |
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The
management consulting company was one of the two prime contractors
engaged by the State of Texas to manage the transformation of
its Medicare caseload to new hardware and software systems.
The management consulting company controlled the disbursement
of funds under the prime contract. The Software License Agreement
was structured to protect the client's proprietary software
as well as its receipt of payment. |
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Agreement for Purchase by the client from a locally-based health
plan company of an interface software product developed by the
health plan company's consultant. |
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The
interface product connected the client's software to that of
a comprehensive information management system for healthcare
payers, licensed by the locally-based health plan company. |
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Standard
format of a Business Associate Agreement under the HIPAA Privacy
Rule to be used by the client in licensing its healthcare software. |
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Standard
format for a subscription license agreement to the client's
hospital evaluation software by means of the client's web portal. |
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