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 | 2006 |
Outsourcing Agreement
Outsourcing Agreement (164K)
Doc #1201809: Click preview link for longer preview.
Confidential materials omitted and filed
separately with the Securities and Exchange
Commission. Asterisks denote such omission.
OUTSOURCING AGREEMENT
dated as of October 10, 2005
among
NOVATION, LLC,
VHA INC.,
UNIVERSITY HEALTHSYSTEM CONSORTIUM,
HEALTHCARE PURCHASING PARTNERS INTERNATIONAL, LLC,
and
GLOBAL HEALTHCARE EXCHANGE, LLC
TABLE OF CONTENTS
Page
1.
. . .
1201809
|
Iron Mountain
As referenced in this Outsourcing Agreement:
Iron Mountain, Inc – to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the Current Version) with Iron Mountain, Inc . or another escrow agent reasonably agreed by the Parties (the Escrow Agent) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form
_____________
dt 1326028
;
Neoforma
As referenced in this Outsourcing Agreement:
Neoforma, Inc. – other [*****].
[*****] Period means the period of time during which [*****] provides the [*****].
[*****] Services means the services necessary to maintain and operate [*****] during the [*****], including access to [*****] by [*****], [*****] and each [*****].
Neoforma means Neoforma, Inc. , a Delaware corporation.
Neoforma Outsourcing Agreement means that certain Fourth Amended and Restated Outsourcing and Operating Agreement by and among Neoforma, Novation, VHA, UHC and HPPI dated as of
_____________
dt 1463593
;
|
 McDermott Will
As referenced in this Outsourcing Agreement:
McDermott Will – York 10036-6522
Attn: Nancy A. Lieberman, Esq.
If to UHC:
University HealthSystem Consortium
2001 Spring Road, Suite 700
Oak Brook, Illinois 60523
Attn: General Counsel
With a copy to:
McDermott Will & Emery LLP
227 West Monroe Street
Chicago, Illinois 60606
Attn: Dean A. Kant, Esq.
-53-
If to Service Provider:
Global Healthcare Exchange, LLC
11000 Westmoor Circle, Suite 400
_____________
dt 1436151
;
Skadden
As referenced in this Outsourcing Agreement:
Skadden, Arps – Carpenter Freeway
Irving, Texas 75062
Attn: General Counsel
If to VHA:
VHA, Inc.
220 East Las Colinas Boulevard
Irving, Texas 75039-5500
Attn: Chief Financial Officer
With a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Attn: Nancy A. Lieberman, Esq.
If to UHC:
University HealthSystem Consortium
2001 Spring Road, Suite
_____________
dt 1431690
|
Preview
Full Doc
| 2005 |
Outsourcing Agreement
Outsourcing Agreement (163K)
Doc #1201923: Click preview link for longer preview.
Confidential materials omitted and filed
separately with the Securities and Exchange
Commission. Asterisks denote such omission.
OUTSOURCING AGREEMENT
dated as of October 10, 2005
among
NOVATION, LLC,
VHA INC.,
UNIVERSITY HEALTHSYSTEM CONSORTIUM,
HEALTHCARE PURCHASING PARTNERS INTERNATIONAL, LLC,
and
GLOBAL HEALTHCARE EXCHANGE, LLC
TABLE OF CONTENTS
. . .
1201923
|
Iron Mountain
As referenced in this Outsourcing Agreement:
Iron Mountain, Inc – to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the Current Version) with Iron Mountain, Inc . or another escrow agent reasonably agreed by the Parties (the Escrow Agent) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form
_____________
dt 1326030
;
Neoforma
As referenced in this Outsourcing Agreement:
Neoforma, Inc. – Commission. Asterisks denote such omission.
-5-
[*****] Period means the period of time during which [*****] [*****] the [*****].
[*****] Services means the services necessary to [*****] and [*****] [*****] during the [*****], including [*****] to [*****] by [*****], [*****] and [*****] [*****].
Neoforma means Neoforma, Inc. , a Delaware corporation.
Neoforma Outsourcing Agreement means that certain Fourth Amended and Restated Outsourcing and Operating Agreement by and among Neoforma, Novation, VHA, UHC and HPPI dated as of
_____________
dt 1463599
;
|
McDermott Will
As referenced in this Outsourcing Agreement:
McDermott Will – 10036-6522
Attn: Nancy A. Lieberman, Esq.
-53-
If to UHC:
University HealthSystem Consortium
2001 Spring Road, Suite 700
Oak Brook, Illinois 60523
Attn: General Counsel
With a copy to:
McDermott Will & Emery LLP
227 West Monroe Street
Chicago, Illinois 60606
Attn: Dean A. Kant, Esq.
If to Service Provider:
Global Healthcare Exchange, LLC
11000 Westmoor Circle, Suite 400
Westminster,
_____________
dt 1436153
;
Skadden
As referenced in this Outsourcing Agreement:
Skadden, Arps – Carpenter Freeway
Irving, Texas 75062
Attn: General Counsel
If to VHA:
VHA, Inc.
220 East Las Colinas Boulevard
Irving, Texas 75039-5500
Attn: Chief Financial Officer
With a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Attn: Nancy A. Lieberman, Esq.
-53-
If to UHC:
University HealthSystem Consortium
2001 Spring Road,
_____________
dt 1431693
|
Preview
Full Doc
| 2005 |
Outsourcing Agreement
Outsourcing Agreement (256K)
Doc #1201934: Click preview link for longer preview.
CONFIDENTIAL MATERIALS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. ASTERISKS DENOTE SUCH OMISSION.
================================================================================
OUTSOURCING AGREEMENT
dated as of October 10, 2005
among
NOVATION, LLC,
VHA INC.,
. . .
1201934
|
Iron Mountain
As referenced in this Outsourcing Agreement:
Iron Mountain, Inc – to provide the Services and any
associated documentation that exists, other
than software relating to the Novation
Marketplace as it exists immediately before
the Effective Time (the "CURRENT VERSION")
with Iron Mountain, Inc . or another escrow
agent reasonably agreed by the Parties (the
"ESCROW AGENT") pursuant to an escrow
agreement executed by each of the Parties
and the Escrow Agent, in form
_____________
dt 1326031
;
Neoforma
As referenced in this Outsourcing Agreement:
Neoforma, Inc. – DENOTE SUCH OMISSION.
<PAGE>
"[*****] PERIOD" means the period of time during which [*****] [*****]
the [*****].
"[*****] SERVICES" means the services necessary to [*****] and [*****]
[*****] during the [*****], including [*****] to [*****] by [*****], [*****] and
[*****] [*****].
"NEOFORMA" means Neoforma, Inc. , a Delaware corporation.
"NEOFORMA OUTSOURCING AGREEMENT" means that certain Fourth Amended and
Restated Outsourcing and Operating Agreement by and among Neoforma, Novation,
VHA, UHC and HPPI dated as of
_____________
dt 1463602
;
|
McDermott Will
As referenced in this Outsourcing Agreement:
McDermott Will – Square
Irving, Texas 75039-5500 New York, New York 10036-6522
Attn: Chief Financial Officer Attn: Nancy A. Lieberman, Esq.
IF TO UHC: WITH A COPY TO:
University HealthSystem Consortium McDermott Will & Emery LLP
2001 Spring Road, Suite 700 227 West Monroe Street
Oak Brook, Illinois 60523 Chicago, Illinois 60606
Attn: General Counsel Attn: Dean A. Kant, Esq.
IF TO
_____________
dt 1436156
;
Skadden
As referenced in this Outsourcing Agreement:
Skadden, Arps – delivery, when received, as applicable:
IF TO NOVATION:
Novation, LLC
125 East John Carpenter Freeway
Irving, Texas 75062
Attn: General Counsel
IF TO VHA: WITH A COPY TO:
VHA, Inc. Skadden, Arps , Slate, Meagher & Flom LLP
220 East Las Colinas Boulevard Four Times Square
Irving, Texas 75039-5500 New York, New York 10036-6522
Attn: Chief Financial Officer Attn: Nancy
_____________
dt 1431694
|
Preview
Full Doc
| 2006 |
Outsourcing Agreement
Outsourcing Agreement (250K)
Doc #1807776: Click preview link for longer preview.
Confidential materials omitted and filed
separately with the Securities and Exchange
Commission. Asterisks denote such omission.
================================================================================
OUTSOURCING AGREEMENT
dated as of October 10, 2005
among
NOVATION, LLC,
VHA INC.,
. . .
1807776
|
Iron Mountain
As referenced in this Outsourcing Agreement:
Iron Mountain, Inc – to provide the Services and any
associated documentation that exists, other
than software relating to the Novation
Marketplace as it exists immediately before
the Effective Time (the "Current Version")
with Iron Mountain, Inc . or another escrow
agent reasonably agreed by the Parties (the
"Escrow Agent") pursuant to an escrow
agreement executed by each of the Parties
and the Escrow Agent, in form
_____________
dt 1326033
;
Neoforma
As referenced in this Outsourcing Agreement:
Neoforma, Inc. – other [*****].
"[*****] Period" means the period of time during which [*****] provides
the [*****].
"[*****] Services" means the services necessary to maintain and operate
[*****] during the [*****], including access to [*****] by [*****], [*****] and
each [*****].
"Neoforma" means Neoforma, Inc. , a Delaware corporation.
"Neoforma Outsourcing Agreement" means that certain Fourth Amended and
Restated Outsourcing and Operating Agreement by and among Neoforma, Novation,
VHA, UHC and HPPI dated as of
_____________
dt 1463606
;
|
McDermott Will
As referenced in this Outsourcing Agreement:
McDermott Will – Square
Irving, Texas 75039-5500 New York, New York 10036-6522
Attn: Chief Financial Officer Attn: Nancy A. Lieberman, Esq.
If to UHC: With a copy to:
University HealthSystem Consortium McDermott Will & Emery LLP
2001 Spring Road, Suite 700 227 West Monroe Street
Oak Brook, Illinois 60523 Chicago, Illinois 60606
Attn: General Counsel Attn: Dean A. Kant, Esq.
{/TABLE}
-53-
{PAGE}
{
_____________
dt 1436310
;
Skadden
As referenced in this Outsourcing Agreement:
Skadden, Arps – applicable:
If to Novation:
Novation, LLC
125 East John Carpenter Freeway
Irving, Texas 75062
Attn: General Counsel
{TABLE}
{CAPTION}
{S} {C}
If to VHA: With a copy to:
VHA, Inc. Skadden, Arps , Slate, Meagher & Flom LLP
220 East Las Colinas Boulevard Four Times Square
Irving, Texas 75039-5500 New York, New York 10036-6522
Attn: Chief Financial Officer Attn: Nancy A.
_____________
dt 1432496
|