WebMD ENVOY AGREEMENT FOR VENDORS

Exhibit 10.1

WebMD ENVOY AGREEMENT FOR VENDORS

THIS AGREEMENT is by and between ENVOY Corporation d/b/a WebMD ENVOY (“WebMD”) and MD Technologies, Inc (“Vendor”). For adequate consideration, the receipt of which is hereby acknowledged by each of WebMD and Vendor, intending to be legally bound, mutually agree to the following terms and conditions:

1. Definitions

For all purposes of this Agreement, the following terms shall have the following meanings:

1.1 “Affiliate” shall mean any entity owned or controlled by, under common ownership or control with, or which owns or controls, either party to this Agreement or any of its subsidiaries.

1.2 “Annual Service Fees” shall mean the charge imposed by WebMD each year on Vendor as set forth in Exhibit A hereto for use by Vendor of the WebMD Services during each 12 month period of the term of this Agreement commencing on the Effective Date.

1.3 “Billing Services” shall mean an entity or person that bills on behalf of a physician, dentist or lab practice on an outsourced or contracted basis; provided, however, no WebMD Competitor, clearinghouse, POMIS vendor, or aggregator or processor of healthcare electronic transactions shall be a Billing Service for purposes hereof.

1.4 “Direct Transaction” shall mean a Transaction that is submitted directly to Vendor by Vendor’s Customer. For avoidance of doubt, a Transaction that is received by Vendor from any clearinghouse, POMIS vendor, or aggregator or processor of Transactions, including, without limitation, a WebMD Competitor, shall not constitute a Direct Transaction.

1.5 “Effective Date” shall mean the date this document is signed by WebMD.

1.6 “WebMD Materials” shall mean all specifications and materials (including but not limited to any and all training materials, Specifications, designs and design documents, information manuals, and all other documentation) pertaining to WebMD Products and WebMD Services supplied by WebMD.

1.7 “WebMD Products” shall mean all equipment, hardware, firmware, and software (whether in source or object code form), and all modifications, updates, enhancements, or replacements for any of the foregoing furnished to Vendor by WebMD, including but not limited to that which is specified below:

1.8 “WebMD Services” shall mean those transaction services selected below by Vendor to be performed by WebMD from time to time for Vendor or Vendor’s Customers:

(a) “Batch Transactions” shall main the following:

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(b) “Real-Time Transactions” shall mean the following categories of transmissions, which are initiated, processed and a response returned to the initiating entity during the same telecommunications session:

(c) Miscellaneous:

1.9 “Payers” shall mean the following entities, which receive electronic healthcare transactions, submitted by Vendor’s Customers through the WebMD Services as identified from time to time by WebMD:

(a) “WebMD Participating Payers” shall mean Payers which pay WebMD’s standard fees to receive electronic healthcare transactions from the WebMD Services or are otherwise designated by WebMD as a WebMD Participating Payer; and

(b) “WebMD Non-Participating Payers” shall mean Payers who do not pay WebMD fees to receive electronic healthcare transactions from the WebMD Services or are otherwise designated by WebMD as a WebMD Non-Participating Payer.

1.10 “Per Transaction Fees” shall mean the charges imposed for Transactions as set forth in Exhibit A hereto.

1.11 “Specifications” shall mean the specifications in effect from time to time as applicable to each specific Transaction and similar documentation relating to the WebMD Services.

1.12 “Transactions” shall mean transactions submitted by Vendor or Vendor’s Customers to the WebMD Services, whether or not Payer accepts or favorably adjudicates such transactions.

1.13 “Vendor’s Customers” shall mean pharmacies, physicians, hospitals, dentists, laboratories or other medical service providers, or Billing Services, who, pursuant to written contracts with Vendor in accordance with this Agreement, have the right to effect transmission of Transactions through the WebMD Services; provided; however, no WebMD Competitor, clearinghouse, POMIS vendor, or aggregator or processor of healthcare electronic transactions shall be a Vendor’s Customer for purposes hereof.

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1.14 “Vendor’s System” shall mean the facility (other than the WebMD Products) incorporating the Specifications licensed hereunder, which facility is furnished by Vendor for purposes of enabling Vendor’s Customers to use the WebMD Services.

1.15 “WebMD Competitor” shall mean an entity that offers electronic interchange or transaction processing services and/or products similar in kind or type to those offered by WebMD, including, without limitation, those identified in this Agreement.

2. Vendor’s Rights to WebMD Services

2.1 Subject to the terms and conditions of this Agreement, WebMD grants to Vendor a non-exclusive and non-transferable license for the term of this Agreement to (a) use the Specifications for the development of Vendor’s System and (b) sublicense to Vendor’s Customers the use of the WebMD Services through Vendor’s System or through the WebMD Products (if selected pursuant to Section 1.7 hereof) only in compliance with the applicable Specifications. This license is valid for use of the WebMD Services only at physical sites owned or managed by or under the control of Vendor and/or Vendor’s Customers solely for Transactions generated by Vendor and/or Vendor’s Customers. No rights are granted to the WebMD Services except as explicitly set forth in this Agreement.

2.2 WebMD may from time to time in its sole discretion, without liability to Vendor or Vendor’s Customers, suspend, revise, modify or update any part of the WebMD Services; provided, however, that WebMD shall notify Vendor of any such event, either electronically or in writing, with reasonable promptness after determining that such event will occur. WebMD shall furnish Vendor with appropriate WebMD Materials (and, if applicable, modifications to the WebMD Products) in connection therewith in a manner reasonably calculated to allow implementation and testing by Vendor before the effective date of such event.

3. Vendor’s Rights to WebMD Products

If the applicable box in Section 1.7 hereof has been marked, Vendor also shall have a non-exclusive and non-transferable license for the term of this Agreement to use, sublicense and distribute the specified WebMD Products to Vendor’s Customers pursuant to the following provisions:

3.1 WebMD hereby grants to Vendor a limited right to use the specified WebMD Product(s) for the term of this Agreement and authorizes Vendor to provide a limited right to use the WebMD Products directly to Vendor’s Customers or, at the request of Vendor, WebMD agrees to provide to Vendor’s Customers a limited right to use the WebMD Products, solely for the purposes of facilitating use of the WebMD Services by Vendor or Vendor’s Customers in compliance with the procedures and guidelines regarding the use of the WebMD Products as set forth in the Specifications accompanying the WebMD Products and subject to Section 6.6 hereof. In furtherance hereof:

(a) In the event that Vendor elects to provide WebMD Products directly to Vendor’s Customers, Vendor shall effect such delivery without modification of the WebMD Products or accompanying documentation except that Vendor may modify documentation if such modification is approved in advanced in writing by WebMD.

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(b) In the event Vendor requests WebMD to deliver the WebMD Products to Vendor or Vendor’s Customers, the initial delivery shall be F.O.B. origin via a nationally recognized delivery carrier following receipt by WebMD of the applicable order form. Any applicable taxes and shipping, insurance and delivery charges associated with the delivery and any subsequent return of the WebMD Products, or any portion thereof, may be separately charged by WebMD. Upon delivery of a WebMD Product to a carrier pursuant to this subsection, Vendor assumes the risk of loss, damage or destruction with respect to such WebMD Product, except where attributable to the negligence or wrongful action of WebMD or to ordinary wear and tear until redelivery to WebMD.

3.2 Vendor will pay WebMD upon demand any remaining balance owed for WebMD Products and the reduced value of any WebMD Products which are not returned to WebMD or returned and have suffered damage for which Vendor is responsible hereunder.

3.3 Vendor shall be responsible for the deployment, delivery, training, marketing and distribution of the WebMD Products to Vendor’s Customers. Vendor shall maintain adequate facilities and personnel to accomplish such tasks, and Vendor shall ensure that all documentation required by WebMD in conjunction with its delivery of the WebMD Products to end-users of such WebMD Product(s) are executed by each such Vendor’s Customer prior to permitting such Vendor’s Customer to use the WebMD Products. WebMD shall provide reasonable training to Vendor’s staff responsible for the deployment, enrollment requirements, equipment setup, equipment use and functionality, and customer support capability for the use by Vendor’s Customers of the WebMD Products. Training shall be conducted in a group setting for all Vendor staff who will be participating in the deployment of the WebMD Products to Vendor’s Customers, with a specific training schedule to be agreed upon jointly between Vendor and WebMD.

3.4 During the term of this Agreement, WebMD shall provide direct replacement service (hereinafter “DRS”) for WebMD Products furnished hereunder on the following terms and conditions:

(a) Upon notification that a WebMD Product is not functioning, WebMD will promptly ship to Vendor or the applicable Vendor’s Customer a replacement WebMD Product. Upon receipt of the replacement WebMD Product, Vendor’s Customers shall promptly return the non-functioning WebMD Product to WebMD.

(b) The DRS does not cover WebMD Products which have been modified, altered or supplemented without WebMD’s prior written approval or which have been damaged following receipt by Vendor or Vendor’s Customers.

(c) In the event that Vendor implements the DRS for a WebMD Product under circumstances in which such service is inapplicable either as a consequence of the returned WebMD Product being, in actuality, a functioning WebMD Product or as a consequence of Section 3.4(b) hereof, WebMD shall have the right to charge Vendor for all costs incurred by WebMD in connection with such event, including insurance and freight charges.

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3.5 WebMD reserves the right to make substitutions and modifications to WebMD Products and any and all portions thereof, provided that such substitutions or modifications will not materially and adversely affect the performance of the WebMD Products, and Vendor is furnished reasonable advanced notice thereof.

4. Fees

4.1 The first year’s Annual Service Fee is payable to WebMD upon execution by Vendor of this Agreement and shall be for services during the one year period following the Effective Date. In addition, on or about thirty (30) days prior to each anniversary of the Effective Date, WebMD shall invoice Vendor for the Annual Service Fee for each subsequent year.

4.2 Invoices for WebMD Products and WebMD Services hereto will be submitted by WebMD to Vendor on or about the 15th day of each calendar month with respect to use of the WebMD Products and WebMD Services during the preceding month. Each WebMD invoice for Per Transaction Fees shall identify the Transaction types, volumes and applicable total charge represented by the amount invoiced.

4.3 The foregoing fees and any other charges or financial terms of this Agreement are subject to increase or modification by WebMD no more than once each calendar year during the term of this Agreement, provided that WebMD shall give Vendor at least ninety (90) days prior written notice of any such modification. Vendor may terminate this Agreement if within thirty (30) days of the date of WebMD’s notice of such modification of financial terms, Vendor delivers notice of its intent to terminate and WebMD fails to withdraw the modification of financial terms within thirty (30) days of Vendor’s delivery of such notice.

4.4 Notwithstanding the foregoing:

(a) WebMD shall be entitled at any time without prior notice to pass through any increase in communications tariffs related to the WebMD Services, including, without limitation, government imposed access fees, fees resulting from changes in regulation or statute, or access fees and/or other similar fees assessed against WebMD and outside of WebMD’s reasonable control. Upon request, WebMD shall make available to Vendor, documentation relating to these pass through fees in connection with the WebMD Services; and

(b) If a third party charges an access fee to WebMD related to any of the WebMD Services, WebMD reserves the right to request at any time a price increase for such WebMD Services and, if Vendor fails to accept such price increase, WebMD shall have the right to terminate the use by Vendor and/or Vendor’s Customers of such WebMD Services on at least thirty (30) days prior notice.

4.5 All invoices issued under this Agreement shall be sent to Vendor’s address as designated in writing by Vendor or, if not so designated, to the address set forth for Vendor in the signatory section of this Agreement. Payment for each invoice shall be due within thirty (30) days of the date of such invoice, except as otherwise provided for in this Agreement. If Vendor fails to make payment with respect to any invoice by its due date, such invoice shall be deemed delinquent and a late charge equivalent to 1½% per month, or the maximum rate permitted by applicable law if less, of the unpaid balance shall be payable for each month, or portion thereof,

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during which the delinquency remains outstanding. WebMD reserves the right to suspend use of the WebMD Services at any time if past due invoices are not paid within ten (10) days following notice by WebMD of such past due amounts, and all costs of collection, including reasonable attorneys’ fees, shall be paid by Vendor.

4.6 Any technical support, software customization or training services requested in writing by Vendor which are not required to be performed by WebMD hereunder shall be subject to the availability of WebMD’s technical staff and shall be billed at WebMD’s then current time and material rates plus out-of-pocket expenses, and subject to such other terms and conditions which may be agreed upon in writing by the parties before such services are performed.

4.7 Any optional enhancements, modifications, features, modules or products that may from time to time be announced by WebMD with respect to the WebMD Services will be offered to Vendor and, if Vendor elects to utilize such enhancements, modifications, features, modules or products, Vendor shall pay the fee, if any, imposed by WebMD therefor.

4.8 Vendor shall be responsible for any taxes or charges however called, including but not limited to any registration fees, assessments, sales, use, personal property, ad valorem, stamp, documentary, excise, telecommunications, and other taxes (excluding any taxes imposed on WebMD’s income) imposed by any federal, state, or local government or regulatory authority with respect to the performance of services or delivery of products or materials by WebMD pursuant to this Agreement, whether such is imposed now or later by the applicable authority, even if such imposition occurs after the receipt or use by Vendor of the applicable service, product or material, the invoicing by WebMD for the applicable service, product or material, or the termination of this Agreement.

5. WebMD Obligations

5.1 WebMD shall operate the WebMD Services in accordance with the Specifications applicable to each of the WebMD Services, and the WebMD Services shall be available to Vendor and Vendor’s Customers during the hours designated in the Specifications. WebMD may change the hours of such availability with reasonable advanced notice if such change is applicable to all entities participating in WebMD Services in like manner as Vendor with substantially equivalent or greater Transaction volume as Vendor.

5.2 WebMD shall provide Vendor and Vendor’s Customers a local telephone number or alternative toll free number for access by Vendor and Vendor’s Customers (on a dial-up telecommunications basis) to the WebMD central processing facility for use of the WebMD Services.

5.3 WebMD shall provide reasonable ongoing technical support through telephone consultations with respect to the WebMD Services and shall provide a local or toll free telephone number for access to WebMD’s technical support facility for this purpose. In addition, if determined to be necessary by WebMD, WebMD shall provide on site visits to Vendor to assist the use by Vendor or Vendor’s Customers of the WebMD Services. WebMD shall not charge for such visits unless the visit is requested by Vendor and not determined to be necessary by WebMD, in which case such visits shall be subject to the availability of

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WebMD’s support staff and may be charged to Vendor at WebMD’s then time and material rates for such support plus out-of-pocket expenses.

5.4 WebMD shall perform, at its election, automated data checks of the data submitted through the WebMD Services for completeness, logic, and satisfaction of statistical requirements. Vendor acknowledges any Transactions not in compliance with such requirements will be rejected.

6. Vendor Obligations

6.1 Vendor shall pay WebMD the fees and charges due hereunder in a timely fashion as required by this Agreement.

6.2 If Vendor or Vendor’s Customers transmit Transactions through the WebMD Products, Vendor shall cause such use to be only through the version(s) of such WebMD Products authorized for such use and only in accordance with the requirements and procedures applicable to the use of such WebMD Products for such purposes. If Vendor’