Exhibit 10.3
[DSI Technology Escrow Services Logo]
Preferred Agreement
The Preferred Agreement caters to those customers who demand more sophisticated
escrow arrangements. It is a three-party contract that involves constant
administration by DSI and frequent correspondence between DSI, the depositor and
the beneficiary. The depositor and beneficiary will receive signed confirmations
from DSI that every deposit has been inspected; an account history report every
six months to notify them of the status of the escrow; and ongoing monitoring
services to ensure compliance of contract terms.
Purpose
DSI's Preferred Agreement is generally used when:
o Both parties agree that a high level of escrow protection is needed.
o The beneficiary wants to sign the agreement.
o The beneficiary wants the option to request a release of deposit materials
directly from DSI.
o The beneficiary wants to negotiate unique release conditions, such as loss
of support.
Features
Preferred customers benefit from these unique features:
o Tailored release conditions.
o Modification of terms for unique requirements.
o Written notification detailing the contents of the initial deposit and each
update.
o Semi-annual account histories listing all deposit activity.
o DSI direct billing to beneficiary.
o Technical verification options.
o Audit rights to both parties.
o Audit trail of deposit created through inspection, and date stamping of all
deposit materials.
o Deposit inspection with signed receipt for both the depositor and
beneficiary.
o Grant of use rights and deposit content definition.
Customers who want DSI's premier escrow service should choose the Comprehensive
Preferred Agreement which provides these additional features:
o Basic verification of deposit materials. This includes documentation of the
hardware and software environments needed to read the computer media,
maintain the source code, and compile the source code.
o Continual deposit maintenance in which DSI notifies the depositor
semi-annually to make updates. DSI then notifies the beneficiary of any
update activity.
o Unlimited deposit updates and/or replacements, plus one additional storage
unit.
San Francisco o Boston o New York o Chicago o Dallas o Atlanta o San Diego
o Los Angeles o Toronto o London
For More Information Call: (▇▇▇) ▇▇▇-▇▇▇▇ or Visit Us At ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
PREFERRED ESCROW AGREEMENT
Account Number ______________________
This agreement ("Agreement") is effective September 11, 2002 among DSI
Technology Escrow Services, Inc. ("DSI"), ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ("Depositor") and
ProxyMed, Inc. ("Preferred Beneficiary"), who collectively may be referred to in
this Agreement as the parties ("Parties").
A. Depositor and Preferred Beneficiary have entered or will enter into a license
agreement, development agreement, and/or other agreement regarding certain
proprietary technology of Depositor (referred to in this Agreement as "the
License Agreement").
B. Depositor desires to avoid disclosure of its proprietary technology except
under certain limited circumstances.
C. The availability of the proprietary technology of Depositor is critical to
Preferred Beneficiary in the conduct of its business and, therefore, Preferred
Beneficiary needs access to the proprietary technology under certain limited
circumstances.
▇. ▇▇▇▇▇▇▇▇▇ and Preferred Beneficiary desire to establish an escrow with DSI to
provide for the retention, administration and controlled access of the
proprietary technology materials of Depositor.
E. The parties desire this Agreement to be supplementary to the License
Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).
ARTICLE 1 -- DEPOSITS
1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the
parties, Depositor shall deliver to DSI the proprietary technology and other
materials ("Deposit Materials") required to be deposited by the License
Agreement or, if the License Agreement does not identify the materials to be
deposited with DSI, then such materials will be identified on Exhibit A. If
Exhibit A is applicable, it is to be prepared and signed by Depositor and
Preferred Beneficiary. DSI shall have no obligation with respect to the
preparation, signing or delivery of Exhibit A.
1.2 Identification of Tangible Media. Prior to the delivery of the Deposit
Materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the Deposit
Materials are written or stored. Additionally, Depositor shall complete Exhibit
B to this Agreement by listing each such tangible media by the item label
description, the type of media and the quantity. Exhibit B shall be signed by
▇▇▇▇▇▇▇▇▇ and delivered to DSI with the Deposit Materials. Unless and until
Depositor makes the initial deposit with DSI, DSI shall have no obligation with
respect to this Agreement, except the obligation to notify the parties regarding
the status of the account as required in Section 2.2 below.
1.3 Deposit Inspection. When DSI receives the Deposit Materials and Exhibit B,
DSI will conduct a deposit inspection by visually matching the labeling of the
tangible media containing the Deposit Materials to the item descriptions and
quantity listed on Exhibit B. In addition to the deposit inspection, Preferred
Beneficiary may elect to cause a verification of the Deposit Materials in
accordance with Section 1.6 below.
1.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign Exhibit B and mail a copy
thereof to Depositor and Preferred Beneficiary. If DSI determines that the
labeling does not match the item descriptions or quantity on Exhibit B, DSI will
(a) note the discrepancies in writing on Exhibit B; (b) date and sign Exhibit B
with the exceptions noted; and (c) mail a copy of Exhibit B to Depositor and
Preferred Beneficiary. DSI's acceptance of the deposit occurs upon the signing
of Exhibit B by DSI. Delivery of the signed Exhibit B to Preferred Beneficiary
is Preferred Beneficiary's notice that the Deposit Materials have been received
and accepted by DSI.
1.5 Depositor's Representations. Depositor represents as follows:
a. Depositor lawfully possesses all of the Deposit Materials deposited with
DSI;
b. With respect to all of the Deposit Materials, Depositor has the right
and authority to grant to DSI and Preferred Beneficiary the rights as
provided in this Agreement;
c. The Deposit Materials are not subject to any lien or other encumbrance;
d. The Deposit Materials consist of the proprietary technology and other
materials identified either in the License Agreement or Exhibit A, as
the case may be; and
e. The Deposit Materials are readable and useable in their current form or,
if any portion of the Deposit Materials is encrypted, the decryption
tools and decryption keys have also been deposited.
1.6 Verification. Preferred Beneficiary shall have the right, at Preferred
Beneficiary's expense, to cause a verification of any Deposit Materials.
Preferred Beneficiary shall notify Depositor and DSI of Preferred Beneficiary's
request for verification. Depositor shall have the right to be present at the
verification. A verification determines, in different levels of detail, the
accuracy, completeness, sufficiency and quality of the Deposit Materials. If a
verification is elected after the Deposit Materials have been delivered to DSI,
then only DSI, or at DSI's election an independent person or company selected
and supervised by DSI, may perform the verification.
1.7 Deposit Updates. Unless otherwise provided by the License Agreement,
Depositor shall update the Deposit Materials within 60 days of each release of a
new version of the product which is subject to the License Agreement. Such
updates will be added to the existing deposit. All deposit updates shall be
listed on a new Exhibit B and Depositor shall sign the new Exhibit B. Each
Exhibit B will be held and maintained separately within the escrow account. An
independent record will be created which will document the activity for each
Exhibit B. The processing of all deposit updates shall be in accordance with
Sections 1.2 through 1.6 above. All references in this Agreement to the Deposit
Materials shall include the initial Deposit Materials and any updates.
1.8 Removal of Deposit Materials. The Deposit Materials may be removed and/or
exchanged only on written instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.
ARTICLE 2 -- CONFIDENTIALITY AND RECORD KEEPING
2.1 Confidentiality. DSI shall maintain the Deposit Materials in a secure,
environmentally safe, locked facility which is accessible only to authorized
representatives of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the Deposit Materials. Except as provided in this Agreement,
DSI shall not disclose, transfer, make available, or use the Deposit Materials.
DSI shall not disclose the content of this Agreement to any third party. If DSI
receives a subpoena or any other order from a court or other judicial tribunal
pertaining to the disclosure or release of the Deposit Materials, DSI will
immediately notify the parties to this Agreement unless prohibited by law. It
shall be the responsibility of Depositor and/or Preferred Beneficiary to
challenge any such order; provided, however, that DSI does not waive its rights
to present its position with respect to any such order. DSI will not be required
to disobey any order from a court or other judicial tribunal. (See Section 7.5
below for notices of requested orders.)
2.2 Status Reports. DSI will issue to Depositor and Preferred Beneficiary a
report profiling the account history at least semi-annually. DSI may provide
copies of the account history pertaining to this Agreement upon the request of
any party to this Agreement.
2.3 Audit Rights. During the term of this Agreement, Depositor and Preferred
Beneficiary shall each have the right to inspect the written records of DSI
pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.
ARTICLE 3 -- GRANT OF RIGHTS TO DSI
3.1 Title to Media. Depositor hereby transfers to DSI the title to the media
upon which the proprietary technology and materials are written or stored.
However, this transfer does not include the ownership of the proprietary
technology and materials contained on the media such as any copyright, trade
secret, patent or other intellectual property rights.
3.2 Right to Make Copies. DSI shall have the right to make copies of the Deposit
Materials as reasonably necessary to perform this Agreement. DSI shall copy all
copyright, nondisclosure, and other proprietary notices and titles contained on
the Deposit Materials onto any copies made by DSI. With all Deposit Materials
submitted to DSI, Depositor shall provide any and all instructions as may be
necessary to duplicate the Deposit Materials including but not limited to the
hardware and/or software needed.
3.3 Right to Transfer Upon Release. Depositor hereby grants to DSI the right to
transfer the Deposit Materials to Preferred Beneficiary upon any release of the
Deposit Materials for use by Preferred Beneficiary in accordance with Section
4.5. Except upon such a release or as otherwise provided in this Agreement, DSI
shall not transfer the Deposit Materials.
ARTICLE 4 -- RELEASE OF DEPOSIT
4.1 Release Conditions. As used in this Agreement, "Release Condition" shall
mean any of the following: (a) Depositor voluntarily files a Chapter 7
bankruptcy case under Title 11, United States Code, or (b) Depositor has an
involuntary petition for a Chapter 7 case under Title 11, United States Code
filed, which is not either dismissed or converted to a Chapter 11 case within
sixty (60) days after the involuntary case was filed, or (c) Depositor announces
publicly or in writing to one or more customers that it will permanently cease
to support the "▇▇▇▇▇▇▇▇▇.▇▇▇" application, or (d) has an involuntary petition
for a Chapter 11 case under Title 11, United States Code filed, which is not
dismissed within sixty (60) days after the involuntary case was filed.
4.2 Filing For Release. If Preferred Beneficiary believes in good faith that a
Release Condition has occurred, Preferred Beneficiary may provide to DSI written
notice of the occurrence of the Release Condition and a request for the release
of the Deposit Materials. Upon receipt of such notice, DSI shall provide a copy
of the notice to Depositor by commercial express mail. Depositor and Preferred
Beneficiary hereby acknowledge that the Release Conditions in 4.1(a), (b), (c)
or (d) above are self-evidencing and require no further action from Depositor,
nor can Depositor issue "Contrary Instructions" relating to them, but only if
the evidence provided by Preferred Beneficiary to DSI of any of the foregoing
four Release Conditions is an official notice from the bankruptcy court to the
Depositor's creditors announcing a voluntary or involuntary Chapter 7 filing or
an involuntary Chapter 11 filing and the relevant cure period, if applicable,
has lapsed, a Depositor issued press release or securities filing, or a written
statement from the Depositor on the Depositor's letter head. If Preferred
Beneficiary provides written notice as stated above without said evidence, the
procedures in Sections 4.3 and 4.4 below shall be followed.
4.3 Contrary Instructions. From the date DSI mails the notice requesting release
of the Deposit Materials, Depositor shall have ten business days to deliver to
DSI contrary instructions ("Contrary Instructions"). Contrary Instructions shall
mean the written representation by Depositor that a Release Condition has not
occurred or has been cured. Upon receipt of Contrary Instructions, DSI shall
send a copy to Preferred Beneficiary by commercial express mail. Additionally,
DSI shall notify both Depositor and Preferred Beneficiary that there is a
dispute to be resolved pursuant to Section 7.3 of this Agreement. Subject to
Section 5.2 of this Agreement, DSI will continue to store the Deposit Materials
without release pending (a) joint instructions from Depositor and Preferred
Beneficiary; (b) dispute resolution pursuant to Section 7.3; or (c) order of a
court.
4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the
Depositor, DSI is authorized to release the Deposit Materials to the Preferred
Beneficiary or, if more than one beneficiary is registered to the deposit, to
release a copy of the Deposit Materials to the Preferred Beneficiary. However,
DSI is entitled to receive any fees due DSI before making the release. Any
copying expense in excess of $300 will be chargeable to Preferred Beneficiary.
This Agreement will terminate upon the release of the Deposit Materials held by
DSI.
4.5 Right to Use Following Release. Unless otherwise provided in the License
Agreement, upon release of the Deposit Materials in accordance with this Article
4, Preferred Beneficiary shall have the right to use the Deposit Materials for
the sole purpose of continuing the benefits afforded to Preferred Beneficiary by
the License Agreement. Preferred Beneficiary shall be obligated to maintain the
confidentiality of the released Deposit Materials.
ARTICLE 5 -- TERM AND TERMINATION
5.1 Term of Agreement. Subject to earlier termination as provided hereinbelow,
the initial term of this Agreement is for a period of one year. Thereafter, this
Agreement shall automatically renew from year-to-year unless (a) Depositor and
Preferred Beneficiary jointly instruct DSI in writing that the Agreement is
terminated; or (b) DSI instructs Depositor and Preferred Beneficiary in writing
that the Agreement is terminated for nonpayment in accordance with Section 5.2
or by resignation in accordance with Section 5.3. If the Deposit Materials are
subject to another escrow agreement with DSI, DSI reserves the right, after the
initial one year term, to adjust the anniversary date of this Agreement to match
the then prevailing anniversary date of such other escrow arrangements.
5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to
DSI, DSI shall provide written notice of delinquency to all parties to this
Agreement. Any party to this Agreement shall have the right to make the payment
to DSI to cure the default. If the past due payment is not received in full by
DSI within one month of the date of such notice, then DSI shall have the right
to terminate this Agreement at any time thereafter by sending written notice of
termination to all parties. DSI shall have no obligation to take any action
under this Agreement so long as any payment due to DSI remains unpaid.
5.3 Termination by Resignation. DSI reserves the right to terminate this
Agreement, for any reason, by providing Depositor and Preferred Beneficiary with
60-days' written notice of its intent to terminate this Agreement. Within the
60-day period, the Depositor and Preferred Beneficiary may provide DSI with
joint written instructions authorizing DSI to forward the Deposit Materials to
another escrow company and/or agent or other designated recipient. If DSI does
not receive said joint written instructions within 60 days of the date of DSI's
written termination notice, then DSI shall destroy, return or otherwise deliver
the Deposit Materials in accordance with Section 5.5.
5.4 Termination Upon Termination of License. Depositor shall have the right to
terminate this Agreement upon termination of the License Agreement or the
license granted thereunder, by providing written notice of such termination to
DSI requesting return or destruction of the Deposited Materials. Upon receipt of
such notice, DSI shall provide a copy of the notice to Preferred Beneficiary by
commercial express mail. From the date DSI mails the notice of termination of
the License Agreement or license, as the case may be, Preferred Beneficiary
shall have ten business days to deliver to DSI contrary instructions ("Contrary
Termination Instructions"). Contrary Termination Instructions shall mean the
written representation by Preferred Beneficiary that the license has not been
terminated. Upon receipt of Contrary Termination Instructions, DSI shall send a
copy to Depositor by commercial express mail. Additionally, DSI shall notify
both Depositor and Preferred Beneficiary that there is a dispute to be resolved
pursuant to Section 7.3 of this Agreement. Subject to Section 5.2 of this
Agreement, DSI will continue to store the Deposit Materials without release
pending (a) joint instructions from Depositor and Preferred Beneficiary; (b)
dispute resolution pursuant to Section 7.3; or (c) order of a court.
5.5 Disposition of Deposit Materials Upon Termination. Subject to the foregoing
termination provisions, and upon termination of this Agreement, DSI shall
destroy, return, or otherwise deliver the Deposit Materials in accordance with
Depositor's instructions. If there are no instructions, DSI will first try to
return the deposit materials to Depositor, however, if the deposit materials are
returned as undeliverable, then DSI, at its sole discretion, may destroy the
Deposit Materials. DSI shall have no obligation to destroy or return the Deposit
Materials if the Deposit Materials are subject to another escrow agreement with
DSI or have been released to the Preferred Beneficiary in accordance with
Section 4.4.
5.6 Survival of Terms Following Termination. Upon termination of this Agreement,
the following provisions of this Agreement shall survive:
a. Depositor's Representations (Section 1.5);
b. The obligations of confidentiality with respect to the Deposit
Materials;
c. The rights granted in the sections entitled Right to Transfer Upon
Release (Section 3.3) and Right to Use Following Release (Section 4.5),
if a release of the Deposit Materials has occurred prior to termination;
d. The obligation to pay DSI any fees and expenses due;
e. The provisions of Article 7; and
f. Any provisions in this Agreement which specifically state they survive
the termination of this Agreement.
ARTICLE 6 -- DSI'S FEES
6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses
applicable to the services provided. DSI shall notify the party responsible for
payment of DSI's fees at least 60 days prior to any increase in fees. The
Preferred Beneficiary is the party responsible for payment of DSI's fees under
this Agreement (unless otherwise allowable hereunder). For any service not
listed on DSI's standard fee schedule, DSI will provide a quote prior to
rendering the service, if requested.
6.2 Payment Terms. DSI shall not be required to perform any service unless the
payment for such service and any outstanding balances owed to DSI are paid in
full. Fees are due upon receipt of a signed contract or receipt of the Deposit
Materials whichever is earliest. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2.
ARTICLE 7 -- LIABILITY AND DISPUTES
7.1 Right to Rely on Instructions. DSI may act in reliance upon any instruction,
instrument, or signature reasonably believed by DSI to be genuine. DSI may
assume that any employee of a party to this Agreement who gives any written
notice, request, or instruction has the authority to do so. DSI will not be
required to inquire into the truth or evaluate the merit of any statement or
representation contained in any notice or document. DSI shall not be responsible
for failure to act as a result of causes beyond the reasonable control of DSI.
7.2 Indemnification. Depositor and Preferred Beneficiary each agree to
indemnify, defend and hold harmless DSI from any and all claims, actions,
damages, arbitration fees and expenses, costs, attorney's fees and other
liabilities ("Liabilities") incurred by DSI relating in any way to this escrow
arrangement unless such Liabilities were caused solely by the negligence or
willful misconduct of DSI.
7.3 Dispute Resolution. Any dispute relating to or arising from this Agreement
shall be resolved by arbitration under the Commercial Rules of the American
Arbitration Association. Three arbitrators shall be selected. The Depositor and
Preferred Beneficiary shall each select one arbitrator and the two chosen
arbitrators shall select the third arbitrator, or failing agreement on the
selection of the third arbitrator, the American Arbitration Association shall
select the third arbitrator. However, if DSI is a party to the arbitration, DSI
shall select the third arbitrator. Unless otherwise agreed by ▇▇▇▇▇▇▇▇▇ and
Preferred Beneficiary, arbitration will take place in Dallas, Texas, U.S.A. Any
court having jurisdiction over the matter may enter judgment on the award of the
arbitrator(s). Service of a petition to confirm the arbitration award may be
made by First Class mail or by commercial express mail, to the attorney for the
party or, if unrepresented, to the party at the last known business address.
7.4 Controlling Law. This Agreement is to be governed and construed in
accordance with the laws of the State of California, without regard to its
conflict of law provisions.
7.5 Notice of Requested Order. If any party intends to obtain an order from the
arbitrator or any court of competent jurisdiction which may direct DSI to take,
or refrain from taking any action, that party shall:
a. Give DSI at least two business days' prior notice of the hearing;
b. Include in any such order that, as a precondition to DSI's obligation,
DSI be paid in full for any past due fees and be paid for the reasonable
value of the services to be rendered pursuant to such order; and
c. Ensure that DSI not be required to deliver the original (as opposed to a
copy) of the Deposit Materials if DSI may need to retain the original in
its possession to fulfill any of its other duties.
ARTICLE 8 -- GENERAL PROVISIONS
8.1 Entire Agreement. This Agreement, which includes Exhibits described herein,
embodies the entire understanding among the parties with respect to its subject
matter and supersedes all previous communications, representations or
understandings, either oral or written. DSI is not a party to the License
Agreement between Depositor and Preferred Beneficiary and has no knowledge of
any of the terms or provisions of any such License Agreement. DSI's only
obligations to Depositor or Preferred Beneficiary are as set forth in this
Agreement. No amendment or modification of this Agreement shall be valid or
binding unless signed by all the parties hereto, except that Exhibit A need not
be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary and
Exhibit C need not be signed.
8.2 Notices. All notices, invoices, payments, deposits and other documents and
communications shall be given to the parties at the addresses specified in the
attached Exhibit C. It shall be the responsibility of the parties to notify each
other as provided in this Section in the event of a change of address. The
parties shall have the right to rely on the last known address of the other
parties. Unless otherwise provided in this Agreement, all documents and
communications may be delivered by First Class mail.
8.3 Severability. In the event any provision of this Agreement is found to be
invalid, voidable or unenforceable, the parties agree that unless it materially
affects the entire intent and purpose of this Agreement, such invalidity,
voidability or unenforceability shall affect neither the validity of this
Agreement nor the remaining provisions herein, and the provision in question
shall be deemed to be replaced with a valid and enforceable provision most
closely reflecting the intent and purpose of the original provision.
8.4 Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no
obligation in performing this Agreement to recognize any successor or assign of
Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.
8.5 Regulations. Depositor and Preferred Beneficiary are responsible for and
warrant compliance with all applicable laws, rules and regulations, including
but not limited to customs laws, import, export, and re-export laws and
government regulations of any country from or to which the Deposit Materials may
be delivered in accordance with the provisions of this Agreement.
[Remainder of page intentionally blank.]
▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ProxyMed, Inc.
Depositor Preferred Beneficiary
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------ ---------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------- ----------------------------------
Title: President and CEO Title: VP, Inhouse Counsel & Secretary
------------------------------ ---------------------------------
Date: 9/11/02 Date:
----------------------- ----------------------------------
DSI Technology Escrow Services, Inc.
By:__________________________________________________________
Name:________________________________________________________
Title:_______________________________________________________
Date:________________________________________________________
EXHIBIT A
MATERIALS TO BE DEPOSITED
Account Number ______________________
Depositor represents to Preferred Beneficiary that Deposit Materials delivered
to DSI shall consist of the following:
1. Co-branded claims registration and member sites
2. ▇▇▇▇▇▇▇▇▇.▇▇▇ generic registration and member sites
3. Claims processing engine
4. Database schema for the claim and administration databases
5. File transfer programs to support Quality Care Solutions, Inc.
transmission
6. Customer service web site
7. Format creation tools and utilities
8. Edit creation tools
9. Mapping tools
10. Data normalization utility programs
11. Operational and Technical Documentation (to include Hardware Network
Diagram)
▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ProxyMed, Inc.
Depositor Preferred Beneficiary
By: _________________________________ By: ___________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇
Title: President and CEO Title: President
Date:________________________________ Date:__________________________
EXHIBIT B
DESCRIPTION OF DEPOSIT MATERIALS
Depositor Company Name ______________________________________________________
Account Number ______________________________________________________________
Product Name Version
(Product Name will appear as the Exhibit B Name on Account History report)
DEPOSIT MATERIAL DESCRIPTION:
Quantity Media Type & Size Label Description of Each Separate Item
_________ Disk 3.5" or ____
_________ DAT tape ____mm
X________ CD-ROM
_________ Data cartridge tape ____
_________ TK 70 or ____ tape
_________ Magnetic tape ____
_________ Documentation
_________ Other ______________________
PRODUCT DESCRIPTION:
Environment___Intel-based Windows TCP/IP-capable Web/application server
environment
DEPOSIT MATERIAL INFORMATION:
Is the media or are any of the files encrypted? Yes / No If yes, please include
any passwords and the decryption tools.
Encryption tool name__________________________Version__________________________
Hardware required Described in Deposit Materials
Software required Microsoft NT 4 / SQL Server 7
Other required information_____________________________________________________
I certify for Depositor that the above described DSI has inspected and accepted
the above Deposit Materials have been transmitted to DSI: materials (any
exceptions are noted above):
Signature___________________________________ Signature_______________________
Print Name ▇▇▇▇ ▇. ▇▇▇▇▇___________________ Print Name______________________
Date________________________________________ Date Accepted___________________
Exhibit B#______________________
Send materials to: DSI, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
EXHIBIT C
DESIGNATED CONTACT
Account Number ______________________
Notices, deposit material returns and
communications to Depositor Invoices to Depositor should be
should be addressed to: addressed to:
Company Name: ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ----------------------------------------
Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ----------------------------------------
------------------------------------------ ----------------------------------------
Designated Contact: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Contact: -------------------------------
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇ ----------------------------------------
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ P.O.#, if required:_____________________
E-mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ E-mail: ______________________________
Verification Contact: __________________
Notices and communications to Invoices to Preferred Beneficiary
Preferred Beneficiary should be addressed to: should be addressed to:
Company Name: ProxyMed, Inc. Company Name: ProxyMed, Inc.
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 110 Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Designated Contact: ▇▇▇▇▇ ▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇ Contact: ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇: (▇▇▇)-▇▇▇-▇▇▇▇
E-mail: __▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇_________ P.O.#, if required:_____________________
E-mail: ▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇____________
Requests from Depositor or Preferred Beneficiary to change the designated
contact should be given in writing by the designated contact or an authorized
employee of Depositor or Preferred Beneficiary.
Contracts, Deposit Materials and notices to Invoice inquiries and fee remittances
DSI should be addressed to: to DSI should be addressed to:
DSI Technology Escrow Services, Inc. DSI Technology Escrow Services, Inc.
Contract Administration PO Box 45156
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-0156
San Diego, CA 92123
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Date:_________________________________