Master Software License & Service Agreement

Exhibit 10.16

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH TWO ASTERISKS [**].

MASTER SOFTWARE LICENSE AND SERVICE AGREEMENT

This Master Software License (the " Agreement" ) is made and entered into as of the 24th day of July, 2000 (the " Effective Date" ), by and between Innovative Managed Care Systems,Inc. (" IMaCS" ), a corporation having its principal place of business at 14135 Midway Road, Suite 250, Dallas, Texas 75244 and Tenet HealthSystem Medical, Inc., for itself and its affiliates, a corporation having its principal place of business at 13737 Noel Road Suite 100, Dallas Texas 75240 (" Tenet" ).

WHEREAS, IMaCS desires to license to Tenet certain Software (defined below) and Documentation (defined below);

WHEREAS, Tenet desires to acquire from IMaCS a perpetual, non-exclusive, paid-up, worldwide license for the Software and the Documentation; and

WHEREAS, Tenet desires to have IMaCS perform software support and maintenance services in connection with the Software and the Documentation and IMaCS desires to perform such services pursuant to the terms and conditions contained herein; NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions 1.1 " Documentation" is defined to include any user manuals, training materials, specifications and other material, whether printed or electronic, related to the Software.

1.2 " Services Agreement" is defined as the Services Agreement entered into between IMaCS and Tenet of even date herewith.

1.3 " Software" is defined as the computer software offered by IMaCS to Tenet, under the terms of this Agreement, including any related interfaces and any custom software, as more fully described in Schedule A annexed hereto, which is incorporated herein by reference. 1.4 " IMaCS System" is defined as the Software and the services provided for herein, operating together as a unitary whole. 1.5 " Data" is defined as all tangible data elements provided by or belonging to Tenet, a Tenet Entity or a Third Party Entity under the terms of this Agreement, Data specifically includes, but is not limited to, patient identification information, patient medical records, financial information, business forecasts, personnel information, customer lists, marketing information and other information

relating to the business of Tenet, a Tenet Entity or a Third Party Entity and their respective patients, clients or customers. 1.6 " Hardware" is defined in Section 7 of this Agreement.

2. Software License

2.1 IMaCS hereby grants to Tenet, subject to the terms and conditions hereinafter set forth, a perpetual, non-exclusive, worldwide license to use the Software for the uses specified in the Services Agreement. The license granted hereunder includes without limitation the right to reproduce or copy all or any portion of the Software in machine-readable or printed form as determined by Tenet to be reasonably required for its own internal data processing needs and archival and backup purposes. 2.2 The license for the Software and the Documentation granted hereunder and the terms and conditions of this Agreement shall cover all custom software and related documentation developed on a time-and-materials or flat-fee basis by IMaCS at Tenet' s request.

2.3 Tenet may operate the Software at a single central location (such as the Dallas Operations Center) or elect to contract with IMaCS to operate the Software at its location. Tenet shall have the right but not the obligation from time to time to engage the services of one or more data processing center operators to use the Software and Documentation on behalf of Tenet.

3. Documentation License

3.1 IMaCS hereby grants to Tenet a perpetual, nonexclusive, worldwide license to use the Documentation in conjunction with Tenet' s use of the Software. IMaCS further grants Tenet the right to reproduce and distribute copies of the Documentation for its own use including posting the Documentation on Tenet' s limited access sites or the computer interconnection known as the World Wide Web. In the event Tenet exercises the right to reproduce and distribute copies of the Documentation or any portion thereof, such copies shall include IMaCS' s copyright notices; provided, however, that this provision shall not apply to de minimis copying for the personal convenience of employees of Tenet. The Documentation shall be furnished to Tenet in printed or electronic form, and shall consist of all user manuals, training materials and specifications for the Software. Additional documentation may be available on-line in electronic format.

4. Additional Services 4.1 IMaCS shall appoint an individual who shall be in charge of IMaCS' s account with Tenet and shall serve as the representative of IMaCS on matters relating to this Agreement (the " IMaCS Account Manager" ). Tenet shall have the right, in its sole discretion, to request replacement of the IMaCS Account Manager.


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4.2 Tenet shall appoint an individual who shall be the primary contact for IMaCS with Tenet.

4.3 IMaCS shall provide implementation and training services as described in the IMaCS Application Support section of Schedule D of the Services Agreement.

4.4 IMaCS shall provide installation services as required to successfully implement the Software in the Tenet designated location should the Services Agreement be terminated.

5. License Fee, Taxes and Expenses; Delivery 5.1 As consideration for the IMaCS services and the perpetual license to use the Software and the Documentation granted to Tenet herein, Tenet shall pay to IMaGS the license fees and the usage fees in the amount and payable in accordance with the payment schedule set forth in Schedule A .

5.2 Tenet shall pay all sales, use and personal property taxes assessed in connection with this Agreement; provided, however, that IMaCS shall pay all taxes based on IMaCS' s business operations (including without limitation employment taxes and taxes levied on IMaCS' s income).

5.3 IMaCS shall submit a single, monthly invoice to Tenet for Tenet and Tenet Entity charges, with subtotals for each Tenet Entity, beginning on Effective Date, for all fees, charges and expenses as provided in Schedule A of this Agreement. IMaCS shall directly invoice Third Party Entities. Tenet shall reimburse IMaCS at IMaCS' s cost for its reasonable and necessary direct out-of- pocket expenses incurred in connection with IMaCS' s performance hereunder, including without limitation long-distance toll charges, overnight courier charges and postage. If IMaCS travels to Tenet' s site in connection with IMaCS' s performance under this Agreement and such travel is approved in advance by an authorized representative of Tenet, Tenet shall reimburse IMaCS for IMaCS' s reasonable and necessary expenses at cost. Tenet shall be invoiced monthly in arrears for all such expenses and payments shall be due within 30 days of Tenet' s receipt of such invoices; provided, however, that Tenet shall have no obligation to reimburse IMaCS for any such expenses not invoiced within 180 days of the date incurred by IMaCS. All IMaCS invoiced amounts are due and payable thirty (30) days after receipt by Tenet. All undisputed amounts not paid within thirty (30) days shall bear interest at the rate of one and half percent (1.5 %) per month, but riot to exceed any maximum specified by applicable law. IMaCS shall supply with such invoices supporting data as reasonably requested by Tenet or Third Party Entities.

5.4 IMaCS shall pay all freight, shipping and handling costs for delivery of the Software and the Documentation and shall bear all risk of loss, including any insurance costs.


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5.5 The terms and conditions of this Agreement and the Services Agreement shall apply to Tenet hospitals which are currently using the IMaCS System on the first day of the month following the Effective Date. IMaCS will concurrently issue one final cut-off bill to the Tenet hospital for the services performed and charges due under the prices existing before this Agreement and the Services Agreement (" Final Hospital Bill" ) and issue an initial monthly bill to Tenet for services performed under this Agreement and the Services Agreement (" Initial Bill" ). The Final Hospital Bill will include all incurred, but not yet billed charges due for services performed under the arrangements existing prior to this Agreement and the Services Agreement. The Tenet hospital shall pay all undisputed charges contained in the Final Hospital Bill, along with all past due undisputed balances, within thirty days from its receipt. The Initial Bill shall include the appropriate facility license fees and the monthly usage fees as defined in Schedule A . 6. [**]

6.1 [**] 6.2 [**]

6.3 [**] 6.4 [**]

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.


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7. Hardware

7.1 Tenet is responsible for providing computer equipment, telecommunication equipment, operating system software and other necessary application software (collectively, the " Hardware" ) that conforms with IMaCS' s configuration specifications as may be modified by mutual consent of the parties from time to time.

8. IMaCS' s Warranties

8.1 IMaCS hereby warrants and represents to Tenet as follows: (a) Ownership and Quiet Enjoyment . IMaCS hereby warrants and represents to Tenet that IMaCS owns all right, title and interest in and to the Software and the Documentation or otherwise has the right to grant to Tenet the license to use and to sublicense same as set forth in this Agreement without violating or infringing upon any rights of any third party and without breach of any third-party license to IMaCS, and there is currently no actual or threatened suit by any third party based on an alleged violation, infringement or breach by IMaCS. Use of the Software and the Documentation in accordance with this Agreement shall not be disturbed or interfered with during the continuation of the license granted hereunder.

(b) Software Operation . The Software and each module or component thereof shall operate on the Hardware and shall perform in accordance with the Documentation and IMaCS' s proposals and specifications described in Schedule D of the Services Agreement; provided, however, if Tenet makes an unauthorized modification to the Software, then this warranty shall terminate.

(c) Performance Standards . Each of IMaCS' s employees, agents or representatives assigned to perform services hereunder shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and all work will be so performed in a manner compatible with Tenet' s business operations at its premises.

(d) No Virus . IMaCS warrants and represents that at the time the Software is supplied it is completely free of any virus, rouge program, time bomb, turn off instruction, disabling instruction, Easter Egg or any other device however characterized that is potentially damaging to the Software, materials provided, the IMaCS System, other programs, data, the Hardware, other computer hardware, computer software, telecommunications equipment or any other material or device in any manner whatsoever.

(e) Year 2000 . IMaCS hereby warrants and represents that all Software provided by it hereunder is fully capable of complying with Year 2000 Requirements. " Year 200 Requirements" means processing that is dependent upon usage of calendar dates, including dates on or after January 1,200. This warranty

includes a representation that the Software will recognize dates for the Year 2000 and beyond, will remain fully functional after January 1,200, and will not disable or disrupt other programs based on Year 2000 defects.

8.2 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, IMaCS DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Master Software Support and Maintenance

9.1 IMaCS shall promptly notify Tenet of any defects or malfunctions in the Software or the Documentation of which it learns from any source. IMaCS shall correct any material defects or malfunctions in the Software or the Documentation and provide Tenet with corrected copies of same in accordance with a schedule to be mutually agreed to by the parties. IMaCS' s obligation hereunder shall not affect any other liability that it may have to Tenet. 9.2 IMaCS shall provide to Tenet copies of the Software and the Documentation made generally available to its customers and reflecting any enhancements to the Software and the Documentation made by IMaCS. Such enhancements sh ...