Amended And Restated Joint Development Agreement, Dated August 7, 2006

EXHIBIT 10.2 [CONFORMED COPY] AMENDED AND RESTATED JOINT DEVELOPMENT AGREEMENT AMENDED AND RESTATED JOINT DEVELOPMENT AGREEMENT (this " Agreement" ), dated as of August 7, 2006, between EMDEON PRACTICE SERVICES, INC., a Delaware corporation (" Practice Services" ), and WEBMD HEALTH CORP., a Delaware corporation (" WebMD" ). WHEREAS, Practice Services offers electronic medical record products (together with all similar Practice Services products, services or applications that hold medical information regarding patients, and the data included therein, which may be portable to a personal health record " EMR Product" ) to physician practices; WHEREAS, WebMD provides a Personal Health Record product (such product, as updated and modified by WebMD from time to time, the " WebMD PHR Product" ) to its clients, their eligible employees and their dependents; WHEREAS, Practice Services, WebMD and Emdeon Corporation previously entered into a Joint Development Agreement (the " Original Agreement" ), dated as of January 31, 2006 (the " Effective Date" ); WHEREAS, pursuant to the Original Agreement, Practice Services and WebMD have created a joint task force (the " Joint Task Force" ) to explore potential opportunities for leveraging Practice Services' assets in the area of the EMR Product and WebMD' s assets in the area of the PHR Product; WHEREAS, the parties hereto desire to enter into this Agreement to amend and restate the Original Agreement in its entirety as hereinafter set forth, which includes the removal of Emdeon Corporation as a party. NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the parties hereto agree to amend and restate the Original Agreement in its entirety to read as follows: SECTION 1. Joint Development (a) Integration Plan . The parties have agreed to an integration plan (which will comply with applicable law and privacy and security requirements), attached as Exhibit A hereto, for integrating the WebMD PHR Product (as defined below) and the EMR Product so as to enable patients and physicians to communicate more effectively (the " Integration Plan" ). In accordance with the Integration Plan, the integration of the EMR Product with the WebMD PHR Product will, inter alia , allow users of WebMD' s personal health record services to import information from the EMR Product. (b) Exclusivity . During the term of this Agreement, (i) WebMD shall be the exclusive entity with which Practice Services will integrate its EMR Product with a PHR Product (as defined below), and (ii) Practice Services will not integrate its EMR Products (or provide or furnish data from an EMR


Product) with or into any PHR Product, other than the WebMD PHR Product, unless the parties mutually agree otherwise. For purposes of this Agreement, the term " PHR Product" shall mean any personal health record application or any other service, product or application that holds personally identifiable information regarding an individual. Notwithstanding the foregoing, in the event that pursuant to a client request in connection with the marketing and selling by Practice Services of its practice management products, Practice Services is required to deliver a PHR Product as part of such product sale (other than the WebMD PHR Product), Practice Services will use reasonable commercial efforts to promote the WebMD PHR Product to meet such requirement, and if after good faith attempts to promote and deliver the WebMD PHR Product, Practice Services is unsuccessful in delivering the WebMD PHR Product and is reasonably at risk for not obtaining the client' s business related thereto as a result of a failure to integrate with a PHR Product, Practice Services will be permitted to proceed to integrate with such competitive PHR Product. Notwithstanding anything to the contrary provided herein, this provision is not intended to prohibit transfer of data or integration on a provider-to-provider basis. (c) Data Sharing . The parties will perform the responsibilities as described in the Integration Plan in accordance with time lines to be reasonably established by the parties. The parties intend to devote sufficient efforts for completion of the Integration Plan on an expedited basis. Practice Services agrees that, subject to applicable law, it will provide WebMD reasonable access to the information (the " EMR Data" ) collected by Practice Services through its EMR Products for the purpose of enabling WebMD to engage in and support the WebMD PHR Product. To the extent that consent of any provider, patient or other third party is necessary to provide the EMR Data to WebMD, Practice Services agrees to use commercially reasonable efforts to obtain all such necessary consents during the term of this Agreement. Practice Services shall provide WebMD with written notice of the actual or impending revocation or ineffectiveness of any such consent as soon as reasonably possible upon Practice Services' receipt of such information. After the termination of this Agreement, WebMD shall have the right to continue to use and receive EMR Data for the benefit of the users of the WebMD PHR Products which include EMR Data, except to the extent that any applicable consent has been revoked or is otherwise no longer effective. (d) Product Roll-Out . The parties contemplate that the PHR Product integration described in the Integration Plan will become part of Practice Services' standard product offering, and the parties will consult with each other as to the implementation and roll-out related thereto. SECTION 2. Ownership/TradeMarks/ServiceMarks (a) Continuation of Parties' Businesses . As between WebMD and Practice Services, each party retains all its right, title and interest in each of its products. Nothing in this Agreement shall limit or restrict in any way either party hereto from engaging in any business activities or developing any products, except that each party shall be bound by its confidentiality obligations contained herein as they relate to Confidential Information. (b) Grant of License to Practice Services . Subject to the terms and conditions of this Agreement, WebMD hereby grants to Practice Services a non-exclusive worldwide right and license to use the trade names, trademarks, logos and service marks owned by WebMD (and/or WebMD' s suppliers, subsidiaries or affiliates, as applicable) (the " WebMD Marks" ) in the form provided to Practice Services by WebMD solely for use in marketing activities and solely to the extent necessary to perform Practice Services' obligations under this Agreement. Title to and ownership of all WebMD Marks shall remain entirely with WebMD and use of WebMD Marks shall be in conformance with applicable trademark usage policies and quality control standards, in each case as established by WebMD and provided to Practice Services from time to time. The license granted by WebMD to Practice Services

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hereunder shall automatically and immediately terminate upon the expiration or termination of this Agreement except as otherwise set forth herein. (c) Grant of License to WebMD . Subject to the terms and conditions of this Agreement, Practice Services hereby grants to WebMD a non-exclusive worldwide right and license to use the trade names, trademarks, logos and service marks owned by Practice Services (the " Practice Services Marks" ) in the form provided to WebMD by Practice Services solely for use in marketing activities and solely to the extent necessary to perform WebMD' s obligations under this Agreement. Title to and ownership of all Practice Services Marks shall remain entirely with Practice Services and use of the Practice Services Marks shall be in conformance with applicable trademark usage policies and quality control standards, in each case as established by Practice Services and provided to WebMD from time to time. The license granted by Practice Services to WebMD hereunder shall automatically and immediately terminate upon the expiration or termination of this Agreement except as otherwise set forth herein. SECTION 3. Term; Termination (a) Initial Term . The term of this Agreement shall commence on the date hereof and shall remain in effect for a period of five (5) years from the Effective Date, unless sooner terminated in accordance with the provisions of Section 3(b) or 3(c). (b) Termination for breach . In the event Practice Services or WebMD materially breaches this Agreement and fails to cure such breach within ninety (90) days following receipt of written notice describing in reasonable detail the facts and circumstances concerning the breach, the oth ...