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Software License
Agreement (“License”), dated as of August
31, 2005 between Accordis, Inc. (“Licensor”) and
Health
Management Systems, Inc. (“Licensee”)
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HMS
Holdings Corp., the parent corporation of Licensee, and Accordis
Holding Corp., the parent corporation of Licensor
(“AHC”), entered into a Stock Purchase Agreement
(“SPA”) dated as of August 31, 2005 providing for
Licensor and Licensee to enter into this License. Capitalized terms
not defined in this License shall have the meaning set forth in the
SPA.
In
consideration of the mutual benefits to be derived from this
License and of the conditions, agreements and promises contained
herein, Licensor and Licensee agree as follows:
1.
Grant . Subject to the terms and conditions of this License
and effective upon the Closing Date, Licensor hereby grants to
Licensee a non-exclusive license, perpetual, royalty-free license
to (i) use internally the Licensed Software (as defined below)
solely for processing data of Licensee for its sole benefit and not
for the benefit of any third party, (ii) to make a reasonable
number of copies of the Licensed Software necessary to use the
Licensed Software as licensed hereunder and to make a reasonable
number of backups for disaster recovery purposes, and (iii) to
modify the Licensed Software and use such modified software for any
purpose and in any manner for which use of the Licensed Software is
authorized hereunder.
2.
Termination . Without prejudice to any other rights
hereunder, Licensor may immediately terminate the license granted
herein, only with respect to Accessline, if Licensee breaches the
terms of use of the Licensed Software set forth in this License and
fails to cure such breach within 30 days following written
notice to Licensee of any such breach.
3.
Definitions . “Licensed Software” means the
object code and source code forms of the RCR/Standard Processing
software code and the version of the AccessLine software code that
was used by the Licensee for data processing in its own business
operations immediately prior to the Closing Date, and related
documentation that was in Licensee’s possession (if any)
immediately p
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