APPLICATION AND BUSINESS SERVICES AGREEMENT

     This APPLICATION AND BUSINESS SERVICES AGREEMENT (Agreement) is entered into by and between Maxicare Health Plans, Inc. (Client) and The TriZetto Group, Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, TriZetto), and is effective as of the 1st day of September 2000.

     Whereas, TriZetto offers certain connectivity, assessment and transformation services and is an Application Services Provider, which delivers pre-integrated and hosted best of class packaged software applications, transaction services and other management services to clients; and 

     Whereas, Client wishes to contract with TriZetto to provide certain services.

       Now therefore, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

             a)   Services.   TriZetto shall provide the "Services" and Supported Applications described in Exhibit A of this Agreement at the Service Levels set forth in Exhibit B. The Services, Supported Applications and Service Levels may be modified only by mutual written agreement of TriZetto and Client. Material changes, individually or in the aggregate, or additions to work performed pursuant to Exhibit A or Exhibit B may require changes in the resources provided by TriZetto and are subject to the change control provisions set forth in Exhibit C. TriZetto will provide application and operation support services to Client only for the software application programs (the Supported Applications) specifically identified in Exhibit A.

             b)   License.   In accordance with this Agreement, TriZetto hereby provides Client a restricted, non-transferable (except as provided herein) and nonexclusive license to use the Supported Applications for the purpose of supporting the internal operations of Clients business. Client may use the Supported Applications only to process Clients own data and that of Clients patients, members, medical groups, providers, and wholly-owned subsidiaries and affiliates. Client may not use the Supported Applications in a resale capacity, to process and/or analyze the data of a third party as a service bureau, or on any hardware and with any operating system or applications software other than as approved in advance and in writing by TriZetto. Notwithstanding anything contained herein to the contrary, Client may sublicense any or all of its rights in and to the Supported Applications to any of its wholly-owned subsidiaries or its affiliates; provided, however, that such sublicensee agrees in writing to be bound by the terms of this Agreement. For purposes of this Agreement, the term affiliates shall mean, a person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Client.

             c)   Connectivity Solutions.   Client will utilize the required equipment, including but not limited to, desktops, network, servers, and printers, as well as application software and operating system software (collectively, the Required Equipment) which are identified in Exhibit A to this Agreement and based on TriZettos assessment of Clients infrastructure. Client acknowledges and agrees that the Service Levels are predicated and conditioned upon Clients use of the required Equipment. Except as otherwise set forth in Exhibit A, Client shall have sole responsibility for maintaining the Required Equipment.

             d)   Other Services.   From time to time, TriZetto may, at Clients request, perform consulting and other services outside the scope of this Agreement (the Other Services). The terms and conditions under which Other Services are provided shall be governed by the change control provisions set forth in Exhibit C or pursuant to a separate written agreement between Client and TriZetto.

             a)   Invoices.   TriZetto will invoice Client monthly in advance for the Services and Supported Applications, to be provided to Client during the upcoming month at the applicable rates and for the amounts set forth in Exhibit E . TriZetto shall begin invoicing for such services when TriZetto makes the Services available for use or as otherwise provided in Exhibit E.

             b)   Prior Month Adjustment.   Within fifteen (15) business days after the end of each month, Client shall deliver to TriZetto a statement indicating the number of members enrolled in Clients health plan. Upon receipt of such reconciliation, the following months invoice shall include a billing adjustment which reflects the retroactive increase or decrease in the number of members for the prior month; provided, however, that TriZetto shall not be required to make adjustments to reflect increases or decreases that occurred more than four months prior to the invoice date. 

             c)   Payment Terms; Interest.   Client will pay TriZetto all undisputed fees within 30 days of the receipt by Client of the invoice. If Client fails to pay undisputed amount of any invoice within 30 days after receipt by Client, TriZetto may charge interest of the lesser of 1.5% or the maximum permissible rate per month on any outstanding undisputed balance and, upon Clients failure to pay undisputed outstanding balances following the due date and subsequently within 30 days notice from TriZetto, TriZetto may suspend Services and Supported Applications until such outstanding balances are paid, unless the parties have extended the payment due date in writing. Any disputes regarding fees shall be resolved in accordance with Section 9. 

             d)   Taxes.   Client will be responsible for the payment of sales and use taxes related to the delivery of the Services or Supported Applications. TriZetto will be responsible for the payment of all taxes assessed against TriZetto or any of its subsidiaries, affiliates or properties, or based on TriZettos revenues, income or property. If TriZetto is required to pay any such taxes directly, Client shall, upon receipt of TriZettos invoice, reimburse TriZetto for any amount that TriZetto has 
 

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