Brokers & Agents:

Welcome Brokers!

This Agreement dated as of ___________, 2005 is being entered into by and between Highway to Health, Inc., a Delaware corporation and its wholly owned subsidiary, Worldwide Insurance Services, Inc., a Virginia corporation (collectively, “HTH Worldwide”) and _____________ (the “Company”).  

WHEREAS, UNICARE Life and Health Insurance Company (“UNICARE”) underwrites an insurance product which combines certain insurance benefits and online resources developed and owned by HTH Worldwide (such combination of insurance coverage and interactive tools and services is referred to as “UNICARE Worldwide”), which provides coverage and access to critical healthcare resources to expatriates.  

WHEREAS, the Company has agreed to purchase the UNICARE Worldwide, in accordance with the terms and conditions set forth in this Agreement.

Whereas, HTH is either the sole, exclusive and absolute owner of, and has title to, and/or has the right to license certain proprietary software (collectively referred to herein as the “Global Health & Safety Resources”); and  

Whereas, certain employees of the Company shall have access to HTH’s Global Health & Safety Resources through the UNICARE Worldwide website, unicareworldwide.com,  in accordance with the terms set forth in this Agreement; and   

NOW, THEREFORE, in consideration of the mutual covenants and promises herein recited and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, warrant, covenant, understand and agree as follows:

  1. Insurance Coverage. 
    1. Company’s eligible employees shall have the insurance coverage, in accordance with the terms and conditions which are governed by the policy of insurance which shall be provided to the Company. Any questions concerning the terms of coverage shall be governed by the Policy. The Company shall provide HTH Worldwide with the name and other necessary enrollment as required by HTH Worldwide information for each eligible employee who shall be covered under the UNICARE Worldwide program. For purposes of this Agreement, Authorized Users shall mean any Company employees who are eligible for coverage in accordance with the terms of the Policy.
    2. HTH Worldwide agrees to provide the Global Health & Safety Resources and the Services relating to the administration services, as set forth in Exhibit “A”, attached hereto and made a part hereof.
    3. The Company agrees and acknowledges that:

                                                               i.      The coverage shall be provided in accordance with the terms of the Policy which shall be provided to the Company by HTH Worldwide.  

                                                             ii.      No coverage shall become effective as to any person if he/she is not a bona fide, full-time employee, regularly performing the duties of his/her occupation, unless otherwise specifically provided in the Policy.  

                                                            iii.      The Company acknowledges that adjudication of claims may require authorization by the claimant to release any required medical records. The Company shall be responsible for disseminating to the Company’s eligible employees the terms of the UNICARE Worldwide program, the Policy and the HTH Site Agreement, in the form provided by UNICARE and/or HTH. The Company shall provide assistance to HTH and/or UNICARE in obtaining appropriate authorization and releases from the Company’s eligible employees as may be required. HTH agrees and warrants that the administration of the UNICARE Worldwide program shall be in compliance with the provisions of the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), as may be applicable.    

  1. Access to HTH’s Global Health & Safety Resources.
    1. License Grant. 

                                                               i.      Throughout the Term, HTH grants to the Company a revocable, nonexclusive, non-transferable, worldwide, non-location specific license to provide the Authorized Users access to the Global Health & Safety Resources. HTH Worldwide shall provide the Company with a unique password to access the Global Health & Safety Resources for each Authorized User. The Company shall not have the right to transfer the license granted herein to any third party without HTH’s written consent.

                                                             ii.      The Company acknowledges that use and/or access to the HTH Health & Safety Resources shall constitute agreement by the Company to be bound by the terms and conditions of the HTH Site Use Agreement, a copy of which is attached hereto as Exhibit “B” and made a part hereof, and which is accessible to the Authorized Users.  

   3.      Term.

             a.         Initial Term. The initial term of this Agreement shall be from ________________, 
                         2005 through __________ (the “Term).

             b.         Termination. Either party shall have the right to terminate this Agreement in 
                         accordance with the termination provisions set forth in the Policy.    

4.      Consideration and Payment.     

In consideration of the premises set forth herein, the Company agrees to pay HTH Worldwide, in its role as administrator of the UNICARE Worldwide program, a premium amount (the “Annual Premium”). The Annual Premium shall be determined based upon HTH Worldwide’s underwriting criteria and the census information submitted by the Company. The Annual Premium shall be invoiced to the Company on a monthly basis. Payment shall be due and payable within 10 business days after receipt of the invoice. The Annual Premium shall be based upon the rating methodology provided to the Company in the proposal submitted by HTH Worldwide. 

5.         Assignment.  

The Company may not may assign its rights or delegate its obligations under this Agreement without the prior written consent of HTH Worldwide. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement, in whole or in part, to a parent affiliate, or subsidiary, or in the event of a merger or sale of a business unit or majority stock ownership, and such assignment will be effective without the consent of the other party, provided that the party assuming obligations under this Agreement agrees to do so in writing and has adequate resources to meet its obligations hereunder.  

6.         Notices.  

All legal notices and other communications required or permitted under this Agreement shall be in writing and delivered in person, by United States certified mail, return‑receipt requested, by facsimile with confirmation sheet, or by overnight express mail to the parties at their addresses set forth below or to such other address as either party may so designate in writing at least ten (10) days prior to such notice or communication. Notwithstanding the above, invoices and business notices sent to the Company pertaining to maintenance and improvements shall be addressed to the locations specified on the Schedules.

If to the Company:                                             If to HTH:

                        _____________________                              1 Radnor Corporate Center

                        _____________________                              Building No. 1, Suite 100

            _______                                                          Radnor , PA 19087

            Attn: President                                                              Attn: President 

 

7.         Governing Law.  

The formation and performance of this Agreement shall be governed and interpreted by the laws where the Policy has been delivered, the _______________, disregarding, however, any applicable conflicts of law provisions that would require the application of the law of another jurisdiction. The Company understands that, as an employer doing business and employing persons in foreign jurisdiction(s), it may be subject to foreign laws with respect to the provision of employee benefits and the insurance of those benefits. It understands that neither UNICARE, nor HTH have conducted an investigation into whether or how the participation of the Company in the provision of the UNICARE Worldwide program to its employees complies with the laws of any foreign jurisdiction in which the Company does business or employs persons.   

IN WITNESS WHEREOF, the parties have hereto by their duly authorized representatives executed this Agreement.  

_________________                                                  Highway to Health, Inc. d/b/a HTH

                                                                                    Worldwide  

By: _____________________                                                By: _______________________

Name:  __________________                                                Name: ____________________

Title: ___________________                                      Title:   ____________________

Date: __________________                                       Date:  ___________________

 

Exhibit A

Description of HTH’s Global Health & Safety Resources & HTH Administration Services

Features

·          Adjudication and Payment of all International Claims, including use of HTH International UCR Database, International Standards of Care Database, and Fraud Detection Safeguards  

·          Direct Payment of Participating HTH Doctors and Facilities  

·          Program Implementation  

·          Client Orientation and Support  

·          Member Services  

·          Access to HTH’s web-based Global Health and Safety Resources  

o          3,300 Western-trained, English-speaking directly contracted providers

 o          1,200 profiled international facilities  

o          350 contracted direct billing international hospital

 o          Over 250 CityHealthsm and Security Profiles  

o          Email Health and Security Reports  

o          Well Preparedsm Profile, including online appointment scheduling and personalized recruitment of physicians  

o          Informed Choicesm, allowing members to access a second opinion for unanticipated medical conditions using the HTH Regional Physician Advisors, as well as all the resources of the Provider Relations Department  

o          Translation Databases, including information on the names and availability of 285 brand-name drugs in 24 countries                                                                                                                                               

·          24/7 International Medical Assistance and Call Center  

·          International Case Management  

·          International Provider Relations  

·          Medical Evacuation and Repatriation Arrangements  

·          Enrollment, Billing, and Premium Collection  

·          Fulfillment Materials  

·          Customized Reports

Exhibit “B”

UNICAREworldwide.com – Site Use Agreement

Note to Site Users: If you agree to what you read below, you should click on the button that says "Yes, I Accept the Site Use Agreement." By doing so, you indicate that you understand and intend this Agreement to be the legal equivalent of a signed, written and binding contract; that you intend to legally bind yourself and any individuals (family members or dependants) using your Password; and that you will use the HTH Global Health & Safety Resources and the HTH Website in a manner consistent with applicable laws and regulations and in accordance with the terms in this Agreement.

If you do not agree with the terms in this Agreement, please click on "No, Cancel", and you will exit this Agreement and you will not have access to the HTH Website.

1. Agreement Between You and HTH Worldwide
This website provides you with access to Highway to Health, Inc. d/b/a HTH Worldwide's (HTH's) range of interactive tools and resources, including the following: (i) information about healthcare services in destinations around the World either directly through the HTH Website or in some cases through an HTH Customer Service Representative (HTH Service Representative); (ii) the ability to research and in some instances access healthcare "Providers" which have accepted HTH's invitation to participate with HTH, utilizing HTH's proprietary Internet-based provider search and, in some cases, appointment scheduling system, either directly through the HTH Website or in some cases through an HTH Service Representative; (iii) HTH's proprietary translation databases (drug and medical phrase); (iv) travel health center content; (v) information resources (i.e. benefits, claims); and (vi) any other tools, services or resources developed or made available by HTH (collectively, any and all such tools, services and resources available on the HTH Website, whether now existing or developed in the future shall be referred to as "HTH Global Health & Safety Resources"). Use of the HTH Global Health & Safety Resources constitutes acceptance to the terms and conditions set forth herein.

As used in this Agreement, "Providers" means "health care providers" and includes (but is not limited to) individual physicians, physician groups, hospitals, clinics and health systems that participate in HTH's selected community of participating providers. UNICARE Life & Health Insurance Company ("UNICARE"), is the underwriting insurer for your insurance program. UNICARE's sole role is as the insurer underwriting the insurance policy.

Summary of "Terms of Use; Legal Disclaimer" (For full text, see Section 6 of this Agreement.) Use of any of the information and data contained in the HTH Website (all such information and data shall be referred to as the "Content"), use of the HTH Website and use of the HTH Global Health & Safety Resources is entirely at your own risk. The Content, the HTH Global Health & Safety Resources and the HTH Website are all provided "as is", without warranty of any kind, either express or implied. Utilization of any of the healthcare Providers which participate with HTH or other entities referenced on the HTH Website or in the Content or reliance upon any of the Content or the Interactive Resources shall be at your sole discretion. HTH expressly disclaims all representations and warranties and/or liability relating to all interactions, of any nature, you may have with any of the healthcare Providers or other entities referenced on the HTH Website or participating with HTH.

This Agreement will set forth the terms and conditions relating to your use of the HTH Website, the Content and the HTH Global Health & Safety Resources. You may register individually or you may include family members (dependants) under your account. (See HTH Plan Descriptions.) Any and all family members (dependants) registered under your account shall be bound by the terms and conditions in this Agreement. You acknowledge, agree, and warrant that you will provide access to your Password only to insured spouses and/or dependants and you agree that any user of your Password is bound by the terms set forth in this Agreement.

Upon completion of the site registration process, which includes acceptance of this Agreement, you will select a unique password ("Password"). Your Password shall serve as a personal, revocable, non-exclusive, non-transferable license to use the HTH Website and HTH Global Health & Safety Resources for the purposes which it is intended as described herein, conditioned on your continued compliance with the terms of this Agreement. You will be responsible for maintaining the confidentiality of the Password. You agree that you will not impersonate any other person or entity by posting communications using a false or misleading password or otherwise attempting to utilize the HTH Website or HTH Global Health & Safety Resources in an anonymous or unauthorized manner. Use of your Password, by any party, including but not limited to spouses and/or dependants, at any time, shall constitute your consent to such use and such user's agreement to be bound by the terms and conditions of this Agreement. You agree to immediately notify HTH if you become aware of any loss or theft of your Password or any unauthorized use of your Password.

2. Use of the HTH Website and HTH Global Health & Safety Resources.
You agree not to use the HTH Website or the HTH Website for any purpose that is unlawful or prohibited by the terms and conditions of this Agreement. The HTH Website contains valuable, proprietary content owned by HTH that is protected by state, federal, and international law, including, without limitation, copyright and trade secret laws. You may use such proprietary information solely in connection with the HTH Global Health & Safety Resources. Any other use is strictly prohibited.

One feature of the HTH Global Health & Safety Resources that may be available is the ability to communicate appointment requests to select Providers (the "Appointment Request Feature"). The Appointment Request Feature, when available, shall be provided solely to assist you to request and to schedule legitimate medical appointments with Providers. Any speculative, false or fraudulent appointment requests are strictly prohibited. You understand and agree that overuse or abuse of the Appointment Request Feature may result in your being denied access to the Appointment Request Feature.

3. Security of HTH's Website; Use of the Internet.
HTH makes reasonable efforts to maintain security of the HTH Website. In some cases when utilizing the HTH Global Health & Safety Resources, you will have the option to enter the HTH secure server and will therefore be protected by the Secure Socket Layer (SSL) technology, utilized by most popular browsers, including Netscape and Microsoft Explorer. This technology allows HTH to use advanced encryption tools to protect information transmitted between your computer and our server. Through encryption, the personal information you enter is converted into code so that it cannot be read as the information travels over the Internet. Despite HTH's reasonable efforts to maintain security, you acknowledge that use of the Internet is solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. Actual or attempted unauthorized use of the HTH Website or the information provided by you or other parties in connection with the HTH Global Health & Safety Resources may result in criminal and/or civil prosecution. For your protection, HTH reserves the right to view, monitor, and record activity on the HTH Website without notice or permission from you. Any information obtained from monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity relating to the HTH Website. HTH will also comply with all court orders involving requests for such information.

4. Confidentiality of Information; Authority to Release Information to Providers.
HTH acknowledges that, in connection with your use of the HTH Global Health & Safety Resources, some of the information you will provide, either directly through the HTH Website or to the HTH Service Representative, is personal. Any and all information which you provide shall be used by HTH solely in connection with the HTH Global Health & Safety Resources.

You acknowledge that any and all information which you provide to HTH relating to an appointment request (either directly onto the HTH Website or to the HTH Service Representative) may be communicated (by phone, fax or e-mail using the Internet) to a Provider designated by you (which may include such Provider's office staff, appointment scheduling assistants, etc.). You acknowledge and understand that, despite the precautions set forth in this Agreement, HTH does not guarantee the confidentiality of such information.

Even though the information you provide to HTH and/or a Provider during the appointment request process may relate to your medical condition(s), you acknowledge and agree that such information shall not constitute a medical record. As a condition to and in consideration of your ability to utilize the HTH Global Health & Safety Resources, you agree that HTH shall have the authority to release (by way of telephone, fax, and/or e-mail using the Internet) any and all information which you provide, of any nature whatsoever, including but not limited to information relating to any physical and mental conditions (including, if applicable, information relating to AIDS, HIV status, and/or your psychiatric records/information) to the Provider(s) which you designate, whether or not you are ultimately seen by such Provider.

In addition, you acknowledge that HTH Global Health & Safety Resources contains personal information relating to your claims and claims history. You specifically acknowledge that any person that has access to your Password will have access to such claims information.

5. Provider/Patient Relationship.
You understand that the HTH Global Health & Safety Resources serve only as an intermediary function that facilitates connections between Providers and patients. You acknowledge that none of the Providers are employed by or affiliated with HTH, in any way, other than with respect to their agreement to accept requests for appointments from HTH. You acknowledge that the Providers are not obligated to satisfy your appointment requests and that HTH cannot guarantee that your appointment requests will be satisfied. In addition, you acknowledge that you are under no obligation to accept appointment once it has been offered. You acknowledge and understand that, if you are in need of emergency medical services, you should contact the local emergency medical services. HTH cannot be relied upon to make appointments in any particular timeframe. You acknowledge that any Provider which you choose to see has the sole responsibility for the professional care provided to you. HTH assumes no responsibility or liability, of any nature whatsoever, for any claims, including but not limited to medical malpractice claim, that may result from your interaction with a Provider.

You acknowledge and agree that HTH is not a medical referral service, and does not recommend or endorse any particular doctors, dentists, healthcare providers, hospitals, medical clinics, physician practices, or medical services of any kind. HTH does not offer advice regarding the quality or suitability of any particular medical treatment or remedy for any medical condition. Information on the HTH Website or provided to you by an HTH Service Representative in conjunction with the HTH Global Health & Safety Resources should not be construed, in any manner, as health or medical advice. You also understand that in inviting and accepting healthcare Providers for participation with HTH, HTH relies, in part, upon information provided by third-parties, including information provided by the Providers themselves. HTH is not and cannot be held liable or responsible for inaccurate, incomplete, or misleading information (collectively, "misinformation") given to it by third parties, whether or not HTH could have discovered such misinformation. HTH does not maintain malpractice insurance coverage on behalf of any of the Providers.

You understand that HTH is not responsible or liable for any costs, expenses, or charges, of any nature whatsoever, in connection with the professional services provided to you by a Provider. In addition, you understand that a Provider may, in some cases, require you to pay for professional services which are rendered, directly to the Provider, at the time such services are provided, in accordance with such Provider's customary fee schedule. Any such medicals costs and/or insurance benefits are governed by the terms and conditions of your insurance policy, not this Site Use Agreement. See your insurance certificate for coverage details.

6. Terms of Use; Legal Disclaimer.
Use of any of the information and data contained in the HTH Website (all such information and data shall be referred to as the "Content"), use of the HTH Website and use of the HTH Global Health & Safety Resources is entirely at your own risk. The Content, the HTH Global Health & Safety Resources and the HTH Website are all provided "as is", without warranty of any kind, either express or implied, to the maximum extent permitted by applicable law, including without limitation: (1) any warranties concerning the accuracy, completeness, reliability or availability of Content, products, services or results; and (2) any warranties of title or warranties of merchantability or fitness for a particular purpose.

Utilization of the HTH Global Health & Safety Resources and any of the healthcare Providers which participate with HTH or other entities referenced on the HTH Website or in the Content or reliance upon any of the Content shall be at your sole discretion. Any references to Providers or other entities in the Content, on the HTH Website, or in connection with the HTH Global Health & Safety Resources, do not constitute or imply endorsements, recommendations or referrals by HTH or UNICARE. The Providers do not endorse the HTH Global Health & Safety Resources or the Content and are not affiliated with and/or endorsed by each other. In addition, you acknowledge that the Content may not be comprehensive and that there may be healthcare services or Providers other than those referenced in the HTH Website, the Content or participating with HTH that meet your medical needs.

Neither HTH, UNICARE nor any of their respective employees, agents, directors, proprietors, partners, representatives, shareholders, attorneys, predecessors, successors and assigns will be liable for any direct, indirect, incidental, special, or consequential damages (including but not limited to lost profits, and damages that result from inconvenience, delay, or loss) arising out of use of, or inability to use, the Content, the HTH Global Health & Safety Resources or the HTH Website, even if HTH and/or UNICARE has been advised of the possibility of such damages or losses and regardless of whether such damages are caused by negligence, gross negligence, and/or recklessness. If, however, despite the exclusions contained in this paragraph, HTH and/or UNICARE should be found liable for any loss or damage which arises out of or is in any way connected with the use of the Content or the HTH Global Health & Safety Resources, HTH's liability shall not exceed the amount of any fees paid by you to HTH in connection with the use of the Content or the HTH Global Health & Safety Resources and UNICARE's liability, with respect to any one person insured under the insurance policy underwritten by UNICARE, shall be limited to the claims payable to that person pursuant to the terms of that policy.

HTH and UNICARE each expressly disclaim all representations and warranties and/or liability relating to all interactions, of any nature, you may have with any of the healthcare Providers or other entities referenced on the HTH Website or participating with HTH. Except for claims payable pursuant to the terms of the insurance policy underwritten by UNICARE, you agree to look solely to such Providers or entities, not HTH or UNICARE in regard to any legal claims of any nature or other matter whatsoever arising out of such interactions.

Neither HTH nor UNICARE are liable for any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of information, whether for breach of contract, tortious behavior, negligence, or under any other cause of action.

You acknowledge and understand that UNICARE does not control the HTH Website, the HTH Global Health & Safety Resources and/or the Content and links to websites operated by parties other than HTH. You agree that UNICARE is not responsible for the content of any of the aforementioned websites. HTH's inclusion of links to other websites does not imply UNICARE's endorsement of the material on such websites or UNICARE's association or affiliation of any nature with their operators.

The HTH Website and/or the Content may contain links to websites operated by parties other than HTH. Such links are provided for your reference and convenience only. You acknowledge and understand that HTH does not control such websites and you agree that HTH is not responsible for the content of such websites. HTH's inclusion of links to such websites does not imply any endorsement of the material on such websites or any association or affiliation of any nature with their operators.

All content on the HTH Website are: Copyright (c) 1998 - 2004 Highway to Health, Inc., 1 Radnor Corporate Center , Suite 100 , Radnor , Pennsylvania 19087 U.S.A. and/or its suppliers. All rights reserved. HTH also owns a copyright in the HTH Website as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of its content. Your use of the HTH Website and the HTH Global Health & Safety Resources, is for your personal and noncommercial use. You agree not to copy, modify, adapt, reproduce, translate, distribute, transmit, reverse engineer, decompile, or dissemble any aspect of the HTH Website, with the following exception: You may display, print, and store one electronic copy of content provided for your personal use. You may not, without HTH's written permission, "mirror" any material contained on the HTH Website on any other server.

The names of HTH products and/or services referenced in the Content or the HTH Global Health & Safety Resources are trademarks/servicemarks or registered trademarks/servicemarks of HTH. Other product and company names mentioned herein may be the trademarks of their respective owners. Please be aware that HTH actively and aggressively enforces its intellectual property rights to the fullest extent of the law.

7. General.
This Agreement is governed by the laws of the Commonwealth of Pennsylvania , U.S.A. You consent to the exclusive jurisdiction and venue of courts in Philadelphia , Pennsylvania , U.S.A. , in all disputes arising out of or relating to the use of the HTH Global Health & Safety Resources and/or the HTH Website. Use of the HTH Global Health & Safety Resources and/or the HTH Website is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to the warranty disclaimers and liability limitations set forth in this Agreement, then the invalid or unenforceable provision that most closely matches the intent of the original provision and remainder of the Agreement shall continue in effect.

This Agreement constitutes the entire agreement between you and HTH with respect to your use of the HTH Global Health & Safety Resources and it supersedes all prior or contemporaneous communications of any nature between you and HTH. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

In your individual capacity you: (i) represent and warrant that you are at least 18 years of age and that you possess the legal authority to enter into this Agreement (for you and on behalf of your spouse and/or dependants, if applicable) and to use the HTH Global Health & Safety Resources in accordance with the terms and conditions of this Agreement; (ii) represent and warrant that all information supplied by you in registering and utilizing the HTH Global Health & Safety Resources is true and accurate; and (iii) agree to supervise all usage of any party utilizing the HTH Global Health & Safety Resources with your Password.

8. Term and Termination.
The terms and conditions of this Agreement will take effect upon execution (when you click on the button that reads "Yes, I Accept Site Use Agreement"). The term of this Agreement is for as long as your Password remains active. (The period during which your Password shall remain active does not necessarily coincide with the period of insurance coverage.)


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