Joint Development Agreement

EXHIBIT 10.3 CONFORMED COPY JOINT DEVELOPMENT AGREEMENT THIS JOINT DEVELOPMENT AGREEMENT (this " Agreement" ) is made and entered into as of January 31, 2006 (the " Effective Date" ) by and between Emdeon Corporation, a Delaware corporation, and Emdeon Practice Services, Inc. (collectively, " Emdeon" ) and WebMD Health Corp., a Delaware corporation (the " Company" ). RECITALS WHEREAS , Emdeon offers an Electronic Medical Record product (the " EMR Product" ) to physician practices; and WHEREAS , the Company provides a Personal Health Record product (the " PHR Product" ) to its clients, their eligible employees and their dependents. WHEREAS , the Company and the Emdeon desire to identify potential joint development opportunities regarding these product areas. NOW, THEREFORE , in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT SECTION 1. Joint Development (a) Within thirty (30) days of the execution of this Agreement, Emdeon and the Company shall create a joint task force (the " Joint Task Force" ) to explore potential opportunities for leveraging Emdeon assets in the area of EMR Products and the Company' s assets in the areas PHR Products. Within ninety (90) days of the execution of this Agreement, the parties will seek to agree to an integration plan (which complies with applicable law and privacy and security requirements) for integrating the PHR Product and the EMR Product so as to enable patients and physicians to communicate more effectively (the " Integration Plan" ). The parties will work to attempt to integrate the Company' s PHR with Emdeon' s clinical products to allow users of PHR services to import information from the EMR, and to allow Practice Service users to import information from the Company' s PHR. To the extent that Emdeon Practice Services, Inc. desires to integrate its product with a PHR, Practice Services agrees to do so through the Company. (b) As between Emdeon and the Company, each party will be responsible for funding its own organization' s development requirements and implementation costs for its portion of the Data Integration Plan and the Joint Task Force.


SECTION 2.Ownership/TradeMarks/ServiceMarks (a) As between the Company and Emdeon, 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) Subject to the terms and conditions of this Agreement, Company hereby grants to Emdeon a non-exclusive worldwide right and license to use the trade names, trademarks, logos and service marks owned by the Company (and/or the Company' s suppliers, subsidiaries or affiliates, as applicable) (the " Company Marks" ) in the form provided to Emdeon by the Company solely for use in marketing activities and solely to the extent necessary to perform Emdeon' s obligations under this Agreement. Title to and ownership of all the Company Marks shall remain entirely with the Company and use of the Company Marks shall be in conformance with applicable trademark usage policies established by Company and provided to Emdeon from time to time. The license granted by Company to Emdeon hereunder shall automatically and immediately terminate upon the expiration or termination of this Agreement except as otherwise set forth herein. (c) Subject to the terms and conditions of this Agreement, Emdeon hereby grants to the Company a non-exclusive worldwide right and license to use the trade names, trademarks, logos and service marks owned by Emdeon (and/or Emdeon' s suppliers, subsidiaries or affiliates, as applicable) (the " Emdeon Marks" ) in the form provided to the Company by Emdeon solely for use in marketing activities and solely to the extent necessary to perform the Company' s obligations under this Agreement. Title to and ownership of all Emdeon Marks shall remain entirely with Emdeon and use of the Emdeon Marks shall be in conformance with applicable trademark usage policies established by Emdeon and provided to the Company from time to time. The license granted by Emdeon to the Company 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 Effective Date 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 either party 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 other party may terminate this Agreement. Notwithstanding the foregoing, if Emdeon alleges a breach by the Company of this Agreement and the Company disputes such allegations of breach, Emdeon agrees to continue to perform its obligations hereunder until such dispute is resolved by the parties or by a determination through arbitration as provided in Section 5, without prejudice to all remedies available to the Company.

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(c)Termination by the Company. At any time during the term of this Agreement, Company may, in its sole discretion and with or without cause, terminate the Agreement, upon at least ninety (90) days written notice from the Company. SECTION 4. CONFIDENTIAL INFORMATION (a) " Confidential Information" means any confidential, trade secret or other proprietary information disclosed by one party to the other under or in connection with this Agreement, except for information that: (i) is already known to the receiving party without restriction at the time received from the disclosing party, (ii) is developed by the receiving party independent of the receiving party' s Confidential Information; (iii) is obtained from a source other than the disclosing party not known to be subject to an obligation of confidentiality and without breach of this Agreement; (iv) is in the public domain when received, or thereafter enters the public domain through no fault of the receiving party; (v) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that, before making such disclosure, the receiving party shall give the disclosing party an adequate opportunity to interpose an objection or take action to assure confidential handling of such Confidential Information. Confidential Information also includes Individual Information (as described below). (b) The receiving party shall: (i) not disclose the Confidential Information to any third party, other than its employees, agents or independent contractors who are bound, in writing, by similar confidentiality obligations and who have a need to know such Confidential Information, (ii) not use the ...