8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 25, 2006

Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-51547	20-2783228
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

111 Eighth Avenue
New York, New York 10011

(Address of principal executive offices, including zip code)

(212) 624-3700

(Registrant’s telephone number, including area code)

(Former name or address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

          All statements contained in this Current Report on Form 8-K, other than statements of historical fact, are forward-looking statements, including those regarding: the amount and timing of the benefits expected from the agreements and transactions described in this Current Report, from new products or services, from future deployment of applications and from other potential sources of additional revenue. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different from those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; relationships with customers or strategic partners; conflicts or potential conflicts between our interests and those of other businesses of Emdeon, our parent company; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, and information technology industries. Further information about these matters can be found in our other Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements.

Item 1.01. Entry into a Material Definitive Agreement

     As previously disclosed, WebMD Health Corp. (“WebMD”) entered into agreements with Emdeon Corporation (“Emdeon”) and certain of Emdeon’s subsidiaries on January 31, 2006 (the “January Agreements”) in which the parties agreed to support each other’s product development and marketing of certain product lines. Emdeon owns 85.6% of the outstanding common stock of WebMD. Also as previously disclosed, on August 7, 2006, WebMD and Emdeon Practice Services, Inc. (“EPS”) entered into amendments to two of the agreements entered into on January 31, 2006 in contemplation of Emdeon’s sale of EPS to Sage Software, Inc. in order to separate the provisions applicable to the relationship between EPS and WebMD from the provisions applicable to the other parties thereto.

     On September 26, 2006, Emdeon and its wholly owned subsidiaries EBS Holdco, Inc., EBS Master LLC (“Master LLC”) and Medifax-EDI Holding Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 26, 2006, with EBS Acquisition LLC (the “Purchaser”) and its wholly owned subsidiaries GA EBS Merger LLC (“Merger LLC”) and EBS Merger Co., pursuant to which the Purchaser has agreed to buy a 52% interest in the businesses comprising the Emdeon Business Service segment of Emdeon, excluding the ViPS business unit (“EBS”). We refer to the entities within EBS as the “Contributed Entities.” The Purchaser is an investment vehicle formed for purposes of the acquisition by General Atlantic LLC, a leading global private equity firm. On or prior to the closing date, Emdeon will cause one of the Contributed Entities, ENVOY/ExpressBill, Inc., to contribute its assets and liabilities to Master LLC and will cause the equity interests in the remainder of the Contributed Entities to be contributed to Master LLC. Upon the closing, Emdeon and the Purchaser will cause Merger LLC to be merged with and into Master LLC, whereby Purchaser will receive a 52% interest in Master LLC, which will own EBS.

     On September 25, 2006, in contemplation of Emdeon entering into the Merger Agreement and the transactions contemplated thereby, WebMD entered into the agreements described below with certain of Emdeon’s subsidiaries, which provide for further changes to the relationships contemplated by the January Agreements, as more fully described below.

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• Amended BSA. On September 25, 2006, WebMD, EBS Master LLC and Envoy Corporation (“Envoy”) entered into an Amended and Restated Business Services Agreement (the “Amended EBS BSA”). The Amended EBS BSA contains the provisions applicable to the relationship between EBS and WebMD that were in the Business Services Agreement entered into on January 31, 2006 among WebMD, Emdeon, Envoy and EPS (the “January BSA”). In addition to these structural changes, the provisions of the Amended EBS BSA are, in general, similar to those in the January BSA, except that the Amended EBS BSA reflects and memorializes developments in the relationship between EBS and WebMD since January 31, 2006 and provides additional clarification regarding the rights and obligations of the parties with respect to various matters. The Amended EBS BSA will remain in effect until the fifth anniversary of the closing of the merger transactions under the Merger Agreement, unless terminated earlier in accordance with its terms.

• CDHP Marketing Plan Agreement. On September 25, 2006, WebMD, EBS Master LLC and Envoy and Advance Business Fulfillment LLC (“ABF”) entered into the CDHP Marketing Agreement (which we refer to as the “New Marketing Agreement”), which supersedes the Marketing Agreement, dated as of January 31, 2006, among Emdeon Corporation, Envoy and WebMD. The terms of the New Marketing Agreement, which will remain in effect for 5 years unless terminated earlier in accordance with its terms, include the following:

— ABF will market WebMD’s private portal services, integrated into ABF’s electronic EOB (explanation of benefit) services, to its healthcare payer customers with less than 250,000 plan members, which will include an online personal financial record application that WebMD has agreed to use good faith efforts to develop, at its expense. The personal financial record application may also be offered by ABF to its healthcare payer customers with more than 250,000 plan members. ABF will pay WebMD fees based on (i) the number of participating plan members to whom ABF is providing integrated services that include WebMD services for payer customers of less than 250,000 lives and (ii) based on the number of eligible plan members to whom ABF is providing the personal financial record for payer customers with more than 250,000 lives.

— During the term of the agreement, ABF has agreed that WebMD will be its exclusive provider of online health tools of the types to be provided by WebMD and ABF has agreed not to market other services that are similar to those online health tools.

     The above summary is qualified in its entirety by reference to the Amended EBS BSA itself and the New Marketing Agreement itself, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and which are incorporated by reference in this Item 1.01 in their entirety. In addition, the following are incorporated by reference into this Item 1.01 pursuant to General Instruction B.3 of Form 8-K:

• the descriptions of the January Agreements, as previously amended, in WebMD’s Proxy Statement, dated August 14, 2006, for its 2006 Annual Meeting under the heading “Certain Relationships and Related Transactions – Transactions with Emdeon – Product Development, Marketing and Related Agreements”; and

• the January BSA, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by WebMD on February 1, 2006.

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Item 1.02. Termination of a Material Definitive Agreement

     To the extent required by Item 1.02 of Form 8-K, the information contained or incorporated by reference in Item 1.01 of this Current Report is incorporated by reference in this Item 1.02.

Item 8.01. Other Events

     As described in Item 1.01 of this Current Report, Emdeon has agreed to sell to General Atlantic LLC a 52% interest in a limited liability company that will own EBS. At the closing of the transaction, Emdeon expects to receive approximately $1.2 billion in cash and to retain a 48% interest in Master LLC, valued at approximately $300 million. The acquisition will be financed with approximately $925 million in bank debt and an investment of approximately $320 million by General Atlantic LLC. The bank debt will be an obligation of Master LLC and its subsidiaries and not of Emdeon. The closing of the transaction is expected to occur during the fourth quarter and is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act.

     Emdeon expects to recognize a taxable gain on the transaction and expects to utilize approximately $400 million to $450 million of its federal net operating loss (“NOL”) carryforward to eliminate a significant portion of the tax liability that would otherwise result from this transaction. Approximately $130 million to $150 million of the NOL carryforward utilized will be from the NOL carryforward attributable to WebMD. Under the tax sharing agreement between Emdeon and WebMD, WebMD will be reimbursed for its NOL carryforward utilized by Emdeon in this transaction at the current federal statutory tax rate of 35%. Emdeon currently estimates that the amount of the resulting cash reimbursement to WebMD will be approximately $45 to $52 million. The amounts of the utilization of the WebMD NOL carryforward and of the related reimbursement are based on various assumptions and will not be determined until the filing of Emdeon’s consolidated 2006 tax return.

Item 9.01. Financial Statements and Exhibits

             (d) Exhibits

                   The following exhibits are filed herewith:

10.1	Amended and Restated Business Services Agreement, dated as of September 25, 2006, among EBS Master LLC, Envoy Corporation and the Registrant
10.2	CDHP Marketing Plan Agreement, dated as of September 25, 2006, among EBS Master LLC, Envoy Corporation, Advanced Business Fulfillment LLC and the Registrant

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WEBMD HEALTH CORP.
Dated: September 29, 2006	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Amended and Restated Business Services Agreement, dated as of September 25, 2006, among EBS Master LLC, Envoy Corporation and the Registrant
10.2	CDHP Marketing Plan Agreement, dated as of September 25, 2006, among EBS Master LLC, Envoy Corporation, Advanced Business Fulfillment LLC and the Registrant

EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED BUSINESS SERVICES AGREEMENT

          AMENDED AND RESTATED BUSINESS SERVICES AGREEMENT (this “Agreement”), dated as of September 25, 2006, between EBS Master LLC, a Delaware limited liability company (“Master LLC”), ENVOY CORPORATION, a Delaware corporation (“Envoy”), and WEBMD HEALTH CORP., a Delaware corporation (“WebMD”).

          WHEREAS, WebMD, Envoy, Emdeon Corporation, a Delaware corporation (“Emdeon”), and Emdeon Practice Services, Inc., a Delaware corporation (“Practice Services” and, collectively with Envoy, WebMD and Emdeon, the “Original Parties”), previously entered into that certain Business Services Agreement (the “Original Agreement”), dated as of January 31, 2006;

          WHEREAS, the Original Parties and ViPS, Inc., a Maryland corporation (“ViPS”), (i) have permitted the withdrawal of Emdeon from the Original Agreement, (ii) have amended and restated the Original Agreement as it relates to WebMD and Practice Services into a separate agreement between WebMD and Practice Services dated as of August 7, 2006, and (iii) desire to amend and restate the Original Agreement as it relates to WebMD and Envoy into a separate restated and amended agreement as it relates to WebMD and Envoy, and which agreement (with Master LLC), is as set forth herein;

          NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, Envoy, and WebMD hereby agree to amend and restate the Original Agreement as between Envoy and WebMD to read as follows:

     SECTION 1. Clinical Applications

          (a) Envoy provides, and may develop and/or acquire in the future during the term of this Agreement, online products and services that provide clinical measures of physicians, hospitals and other providers (collectively “Clinical Applications”), including but not limited to, for example, WebMD’s Select Quality Care^® Products, ViPS’ MCS Source, MedMeasures, and Prism suite of products, and which may include the benefit of the clinical rules supporting these applications..

          (b) Products Utilizing Clinical Applications. During the term of this Agreement, Envoy will not license or provide Clinical Applications other than through WebMD as provided herein. The pricing pursuant to which WebMD will make the Clinical Applications available to an Envoy customer as provided in this Section 1(b) or 1(c ) will be as provided in

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Section 3(a). The parties acknowledge that based on client preferences, the Clinical Applications may be accessible through channels in addition to WebMD properties (i.e., client websites, etc).

          (c) Right of First Refusal. To the extent that Envoy identifies in its business a need for a Clinical Application in order to support a business requirement related to the marketing of its core services to a client or potential client, Envoy will first present WebMD with the opportunity to meet Envoy’s requirement for the Clinical Application for such client or potential client with written notice of the terms and specifications and requirements for the External Clinical Quality Application. WebMD will notify Envoy within thirty (30) days of receipt of Envoy’s written notice as to whether or not it elects to provide the Clinical Application for such client or potential client. If WebMD elects to provide the Clinical Application, WebMD will provide specifications for the applicable Clinical Application consistent with the Envoy proposed specifications together with a reasonable schedule for delivery of the Clinical Application, on a basis consistent with Envoy’s business requirements, and Envoy agrees that WebMD shall be the provider of such Clinical Application. If WebMD elects not to provide the Clinical Application, or after electing to do so and providing a reasonable delivery schedule and specifications, fails to substantially comply with such schedule and specifications (after written notice and a thirty (30) day opportunity to cure such failure), Envoy may pursue that opportunity for such client or potential client through a third party or on its own, on substantially the same terms as discussed with WebMD. Envoy will keep WebMD apprised of its marketing efforts related to Clinical Applications. Notwithstanding the foregoing, WebMD will be permitted to develop, sell and provide its own services in this area or license and work with third parties for such services. If WebMD delivers a Clinical Application pursuant to this Section 1(c ), it will not be required to deliver updates to such Application or create substantially similar applications at the request of Envoy (and Envoy may not make such request) more frequently than WebMD makes such updates available to its customers generally (ie, once per year).

     SECTION 2. Consumer Directed Applications

          (a) Licensing and Provision through WebMD. Envoy agrees that applications, tools, products and/or services that are directed through an online means to individual consumers, patients, or health plan members, as end users, including those providing a patient or member view of the potential cost of care or financial responsibility for individual medical and/or drug claims (collectively, “Consumer Directed Applications”) will be licensed and/or provided by WebMD, except as otherwise provided or permitted in this Section 2, and Envoy agrees that so long as this Agreement is in effect Envoy will not market, offer, license or provide Consumer Directed Applications except through WebMD as provided herein or otherwise expressly provided herein. The parties acknowledge that Consumer Directed Applications include, but are not limited to, applications and tools that are directed to individual consumers, plan members or patients to assist such persons in (a) communicating with, or viewing information from, providers, (b) communicating with, or viewing information from, payers, (c) making informed benefit, provider and/or treatment choices, through access to content, personal health records, plan comparison tools, benefit comparison tools, cost treatment indicators, calculators, and/or other tools, or (d) managing and utilizing consumer directed health plans and the related other health savings and other consumer directed accounts. For the avoidance of doubt, notwithstanding anything to the contrary in this Section 2, in the event that pursuant to a client request in connection with the marketing by Envoy of its core services,

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Envoy is required to support a consumer directed application provided by one of its health plan customers to such customer’s member base by furnishing such customer claims data for integration with such customer’s consumer directed application, Envoy will use reasonable commercial efforts to promote the WebMD consumer directed application in place of such consumer directed application, and if after good faith attempts to promote and deliver the WebMD application, Envoy is unsuccessful in delivering the WebMD application and is at risk for not obtaining the client’s business related thereto as a result of a failure to integrate with such customer’s consumer directed application, Envoy will be permitted to proceed to integrate with such consumer directed application, so long as Envoy receives only its reasonable costs for providing such support, and to the extent the consumer directed application is provided by a third party, Envoy does not receive any remuneration related thereto. In addition, notwithstanding anything to the contrary, nothing in this Section 2 shall preclude or restrict Envoy from continuing to provide patient access to patient statements electronically through third party websites (that are not competitive to WebMD) for viewing and payment as currently conducted pursuant to ExpressBill’s existing relationships with Internet Payment Exchange, Inc. and Verus, Inc.

          (b) Right of First Refusal. To the extent that Envoy identifies in its business a need for a Consumer Directed Application in order to support a business requirement related to the marketing of its core services to a client or potential client, Envoy will first present WebMD with the opportunity to meet Envoy’s requirement for the Consumer Directed Application for such client or potential client with written notice of the terms and specifications and requirements for the Consumer Directed Application. WebMD will notify Envoy within thirty (30) days of receipt of Envoy’s written notice as to whether or not it elects to provide the Consumer Directed Application for such client or potential client. If WebMD elects to provide the Consumer Directed Application, WebMD will provide the specifications for the applicable Consumer Directed Application consistent with the proposed Envoy specifications together with a reasonable schedule for delivery of the Consumer Directed Application, on a basis consistent with Envoy’s business requirements, and Envoy agrees that WebMD shall be the provider of such Consumer Directed Application. If WebMD elects not to provide the Consumer Directed Application, or after electing to do so and providing a reasonable delivery schedule and specifications, fails to substantially comply with such schedule and specifications (after written notice and a thirty (30) day opportunity to cure such failure), Envoy may pursue that opportunity for such client or potential client through a third party or on its own, on substantially the same terms as discussed with WebMD. Envoy will keep WebMD apprised of its marketing efforts related to Consumer Directed Applications. If WebMD delivers a Consumer Directed Application pursuant to this Section 2(b), it will not be required to deliver updates to such Application or create substantially similar applications at the request of Envoy (and Envoy may not make such request) more frequently than WebMD makes such updates available to its customers generally (i.e., once per year).

          (c) Identified Consumer Directed Applications. The parties have identified several Consumer Directed Applications described in this Section 2(c ) that the parties have agreed to work expeditiously and in good faith to develop and implement in a manner that meets the parties reasonable expectations. The parties will establish mutually agreed upon reasonable development plans and timelines regarding these products. These products are as follows:

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     (i) Patient Cost of Care CDA. The parties have identified a potential Consumer Directed Application which may provide information to an individual plan member, employee or patient regarding the potential cost of care or financial responsibility for individual medical and/or drug claims. Subject to the provisions of Section 1(d) below, the parties agree that Envoy will supply WebMD with data and information, including eligibility/health benefit information and other data relevant to developing this Consumer Directed Application which will assist patients and plan members in understanding financial liability for specific services from specific providers based on the patient’s or plan member’s specific plan design and deductible. Envoy agrees that any Consumer Directed Application that provides individual patient financial information to the individual plan member or patient will be provided and delivered by WebMD, rather than Envoy, and during the term of the Agreement Envoy will not market, offer or make any such product available itself or through a third party other than through WebMD as provided in Section 2(b). Subject to the terms of this Agreement, the parties acknowledge that based on client preferences such product may be accessible through channels other than WebMD properties (i.e., client websites, provider websites, etc.).

     (ii) Patient Financial Record Application. The parties have identified a potential Consumer Directed Application referred to as the Patient Financial Record (the “PFR”). The PFR will enable individual patients and plan members to (a) download, understand and reconcile all of their EOBs by doctor, by plan year and in relation to various deductibles (individual vs. family, medical vs. dental, etc.); (b) self input and track other healthcare expenditures; and (c) manage preferences with respect to the order of deducting funds from HSSA, HRA, FSA, credit and debit accounts. Subject to the provisions of Section 1(d) below, the parties agree that Envoy shall populate WebMD’s PFRs with data from its healthcard and paper programs and its other businesses, which hold personal financial information. In addition, healthcard programs will be linked to WebMD’s PFRs and integrate data to and from WebMD’s Personal Health Record. Envoy agrees that the Consumer Directed Application described herein will be provided and delivered by WebMD, rather than Envoy, and during the term of the Agreement, Envoy will not market, offer or make any such product available itself or through a third party other than through with WebMD as provided in Section 2(b). Subject to the terms of this Agreement, the parties acknowledge that based on client preferences such product may be accessible through channels other than WebMD properties (i.e., client websites, provider websites, etc.).

     (iii) Identified Patient Toolset Application. WebMD provides decision support tools ands services that support consumer directed health plans and health savings accounts on behalf of plan members, employees and patients, including a retirement health cost care and HSA planner, cost estimator and expense alerts (collectively “Patient Toolsets”). Envoy agrees that the Consumer Directed Application described herein will be provided and delivered by WebMD, rather than Envoy, and during the term of the Agreement, Envoy will not market, offer or make any such product available itself or through a third party other than through WebMD as provided in Section 2(b). Subject to the terms of this Agreement, the parties acknowledge that based on client

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preferences such product may be accessible through channels other than WebMD properties (i.e., client websites, provider websites, etc.).

     (iv) Provider Messaging. In order to support a business requirement related to the delivery of its core services Envoy is contemplating delivery of applications which may enable messaging to and from the provider. Envoy agrees that, if and only if implemented by Envoy, WebMD shall have the right to access this capability to send communications, at no charge to WebMD. To the extent that Envoy charges for its service, WebMD will be provided the most favorable rates offered third parties for such service In addition to its other obligations in the Agreement, Envoy will not work on such applications with entities that are competitive to WebMD which provides online services and websites through general consumer online services and portals (including but not limited to yahoo.com, msn.com and about.com), online health management application providers and other high traffic websites that include healthcare and non-healthcare related content and services, and more specialized health care related providers of online services, tools and applications for health care audiences, such as iVillage.com, drugs.com and realage.com, as such list may be updated by WebMD from time to time.

     (v) Health Record Integration. Envoy acknowledges that during the term of the Agreement, WebMD’s PHR Product will be the only PHR Product offered by Envoy to the extent necessary to support a business requirement related to Envoy’s core services For purposes of the Agreement, the term “PHR Product” shall mean any personal health record application on behalf of an individual patient or plan member, or any other service, product or application on behalf of an individual plan member or patient that holds personally identifiable information regarding an individual, provided however that the parties acknowledge that a PHR shall not include an electronic medical record held by a physician or a hospital. Notwithstanding anything to the contrary provided herein, this provision is not intended to prohibit transfer of data or integration on a provider-to-provider basis.

          (d) Data Provision. Envoy agrees that, subject to applicable law, Envoy will make available to WebMD the information collected by Envoy through its products and services for purposes of enabling WebMD to engage in and support its products and services referred to in this Agreement, including but not limited to provider, patient or third party data (such data will also include plan affiliation information at the provider level), and the parties will work in good faith to develop specifications and protocols for the delivery of such data, provided that such information provided to WebMD by Envoy will not be resold by WebMD to healthcare providers or payers outside of a product or service application. To the extent that consent of any provider, patient or other third party is necessary to provide such data to WebMD, Envoy agrees to work in good faith to obtain all such necessary consents during the term of the Agreement. After the termination of the Agreement, WebMD shall have the right to continue to receive such information for its products and services which include this data, except to the extent that any applicable consent has been revoked or is no longer otherwise effective; provided however that upon termination of the Agreement, upon written notice to Envoy by WebMD within thirty (30) days after termination, WebMD shall have the right to continue to receive such information for any of its products and services which include such information (but subject to the exceptions in this sentence) for up to five years after such termination of the Agreement, at a mutually

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agreeable price consistent with pricing to similarly situated purchasers for similar information products at comparable volume/commitment levels (and to the extent that the parties are unable to mutually agree upon such a price, the arbitrators in Section 10 shall be used to determine such price) . Each party shall perform its activities hereunder in compliance with all applicable laws, rules, and regulations. From and after the Effective Date, the parties shall meet annually or as otherwise reasonably requested by the other party to discuss any potential impact HIPAA or other applicable federal, state, local or other laws, rules or regulations, however designated and in each case which become effective after the date hereof (collectively, “Applicable Law”), may have on this Agreement. In the event a party believes that any Applicable Law would reasonably be expected to adversely affect this Agreement, such party shall promptly notify the other party in writing. Individuals designated by each party shall meet in person or by telephone as frequently as may be necessary to determine any modifications that are necessary to resolve such compliance issues. If such designated individuals cannot resolve such compliance issues within thirty (30) days after the initial written notice, the issue shall be referred to the highest ranking officers of each party. In connection with any compliance issue, the parties agree at all times to negotiate a resolution in good faith and to use commercially reasonable efforts to make such modifications as may be necessary to comply with Applicable Laws. The parties acknowledge and agree that it is the intent of the parties to preserve the relationship contemplated by this Agreement.

          (e) Applicability to Master LLC. The terms, conditions, obligations and restrictions in this Agreement applicable to Envoy shall also apply to Master LLC and Envoy’s subsidiaries to the same extent as applicable to Envoy.

     SECTION 3. Fees and Payment

          (a) Contracting/Payment for Clinical Applications and Consumer Directed Applications. The parties agree that the preferred manner in which Clinical Applications and Consumer Directed Applications will be delivered by WebMD pursuant to Sections 1 and 2 above shall be through WebMD contracting directly with the third party using such applications, and Envoy will not be a party to such agreement. However, the parties recognize that the circumstances in each such case may require different means of contracting, such as through Envoy instead of WebMD, depending upon the particular application provided, and the parties will work in good faith in each such case to mutually agree upon the manner in which contracting for the Clinical Application or Consumer Directed Application with the third party will be handled, however, the parties expect that the standard form of agreements used by WebMD for its customers may serve as the basis of contracting so as to facilitate such process, and if a standard agreement is used, WebMD will supply such form within two (2) business days. With respect to pricing, the parties agree that if WebMD is required to incur development or customization costs in the delivery of a Clinical Application or Consumer Directed Application, WebMD shall be reimbursed for its full costs incurred by WebMD in developing or customizing the Clinical Application or Consumer Directed Application, including its direct costs incurred, such as labor costs and materials, and an appropriate allocation of indirect costs, such as allocations for rent, utilities, and corporate overhead, etc. In addition, the parties will mutually agree upon a reasonable price for such product to be charged to Envoy or the customer, as the case may be, and any royalty commission to be paid to Envoy if WebMD contracts directly with the customer. In situations in which the Clinical Application or Consumer Directed Application

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to be provided by WebMD is substantially identical to products offered by WebMD, the pricing for such product should serve as an indicator of the price for the Clinical Application or Consumer Directed Application provided by WebMD and the price shall be generally consistent with pricing provided to other similarly situated customers for the same product offering for the same volume/commitment levels. The parties agree that if they are unable to mutually agree upon a price for a Clinical Application or Consumer Directed Application, the arbitrators referred to in Section 10 shall be used to determine such pricing. If development fees are payable by Envoy to WebMD regarding such Application prior to completion of such Application, WebMD agrees that if it terminates the Agreement pursuant to Section 4(c) before the completion and delivery of such Application, WebMD will refund such development fees that have been paid by Envoy.

          (b) Calculation of Payments. Payments due hereunder are exclusive of any applicable taxes. “Net Sales” shall mean revenue obtained from the sale or license of the applicable product, less deductions from gross sales for credits, returns, allowances and other customary discounts, but does not include bad debts. Any royalties or commissions paid on Net Sales that are subsequently refunded or rebated for any reason shall be repayable, and may be deducted from any current or future royalties or commissions payable. Royalty and commission payments will be made quarterly within thirty (30) days following the end of each quarter. Interest shall be payable on all late payments in the amount of 1% per month until paid. Each party will keep accurate records, which are sufficient to calculate all payments due to the other party and will provide such records to the other party upon request.

     SECTION 4. Term; Termination

          (a) Initial Term. The term of this Agreement shall commence on the date hereof and shall remain in effect for a period of five (5) years from the Effective Date, unless sooner terminated in accordance with the provisions of Section 4(b) , 4(c) or 4(d). For purposes of this Agreement, the Effective Date shall mean the closing of the transactions contemplated by the Agreement and Plan of Merger among Emdeon, Master LLC, EBS Holdco, Inc., MediFax-EDI Holding Company, EBS Acquisition LLC, GA EBS Merger LLC and EBS Merger Co. Notwithstanding termination of this Agreement, after termination of this Agreement, each party shall continue to pay any royalty or commissions due hereunder relating to a sale contracted during the term of the Agreement, but provided after termination, but in no event shall such royalty or commission be payable more than one (1) year after termination of this Agreement, except as may be provided by the terms of a product offering provided under the last sentence of Section 4(c).

          (b) Termination for breach. In the event either party materially breaches this Agreement and fails to cure such breach within ninety (90) days following receipt of written notice describing in reasonable detail the facts and circumstances concerning the breach, the other party may terminate this Agreement. Notwithstanding the foregoing, if either party alleges a breach of this Agreement by the other party and such other party disputes such allegations of breach, the party alleging breach agrees to comply with the terms of this Agreement until such dispute is resolved by the parties or by a determination through arbitration as provided in Section 10 without prejudice to all remedies available to WebMD, provided that this provision is

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not intended to prevent WebMD from exercising its right to terminate this Agreement in accordance with the provisions of Section 4(c) subject to the second sentence of Section 4(c).

          (c) Termination by WebMD. At any time during the term of this Agreement, upon thirty (30) days written notice, WebMD may, in its sole discretion and with or without cause, terminate (i) the Agreement and/or (ii) the provisions of Section 1 and 2 above. In the event that WebMD delivers a Clinical Application or Consumer Directed Application to Envoy pursuant to this Agreement, notwithstanding any termination of this Agreement by WebMD pursuant to the preceding sentence, WebMD will continue to make such application available to for the Initial Term of this Agreement (i.e., five years from the Effective Date), unless the WebMD has negotiated and agreed in writing on a different term for the use of such application at the time WebMD provides such application.

          (d) Termination by Envoy. In the event that WebMD enters a “Competitive Business,” Envoy shall have the right during the sixty (60) day period after it becomes aware that Envoy has entered a “Competitive Business” to terminate this Agreement upon written notice to WebMD, provided that WebMD does not cease to be engaged in such Competitive Business within such sixty (60) day period. For purposes of this Section 4(d), WebMD has entered a “Competitive Business” if WebMD becomes engaged, as one of its principle business lines, in the operation of (i) an electronic data interchange (“EDI”) clearinghouse, substantially similar to the EDI clearinghouse operated by Envoy as of the date hereof for the electronic routing of healthcare claims, eligibility verification requests, electronic remittance advices, between healthcare providers and payers for purposes of reimbursement, or (ii) the provision (ie, printing and mailing) of paper invoices and statements as currently conducted by the ExpressBill subsidiary of Envoy, or (iii) the provision (ie, printing and mailing) of paper checks and EOBs as currently conducted by the ABF Advanced Business Fulfillment, LCC subsidiary of Envoy. For avoidance of doubt, if WebMD enters a business in which the routing or provision of such transactions is incidental (for example, in connection with physician e-visits), such business shall not be deemed to be a Competitive Business. In addition, notwithstanding anything to the contrary contained in this Section, (i) WebMD may own, directly or indirectly, an interest in a Competitive Business if the interest in the Competitive Business was acquired, directly or indirectly, through purchase, merger, or otherwise, along with another business and WebMD divests itself of the interest in the Competitive Business as promptly as reasonably practicable and, in any event, within two years after consummating the acquisition thereof, and (ii) Envoy and Master LLC acknowledge that WebMD may provide services to or receive from entities that may be engaged in Competitive Businesses, in each case on an arm’s length basis, and in no event shall the providing or receiving of such services in and of itself be deemed to be a Competitive Business.

     SECTION 5. Confidential Information

          (a) Definition. “Confidential Information” means any confidential, trade secret or other proprietary information disclosed by one party to the other under or in connection with this Agreement, except for information that: (i) is already known to the receiving party without an obligation of confidentiality at the time received from the disclosing party, (ii) is developed by the receiving party independent of the other party’s Confidential Information; (iii) is obtained from a source other than the disclosing party not known to be subject to an

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obligation of confidentiality and without breach of this Agreement; (iv) is in the public domain when received, or thereafter enters the public domain through no fault of the receiving party; (v) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that, before making such disclosure, the receiving party shall give the disclosing party an adequate opportunity to interpose an objection or take action to assure confidential handling of such Confidential Information. Each party acknowledges that the other’s customer list is the Confidential Information of such other party and shall only be used by such party as provided by the terms of this Agreement. As between WebMD and Envoy, WebMD shall own all right, title and interest in any Clinical Application or Consumer Directed Application provided pursuant to the provisions of Section 1 or 2 above. Nothing in this Agreement shall prohibit WebMD from developing any Clinical Application or Consumer Directed Application independent of Envoy.

          (b) Restrictions on Use. The receiving party shall: (i) not disclose the Confidential Information to any third party, other than its employees, agents or independent contractors who are bound, in writing, by similar confidentiality obligations and who have a need to know such Confidential Information, (ii) not use the Confidential Information in any fashion except for purposes of performing this Agreement, and (iii) take steps consistent with its protection of its own confidential and proprietary information (but in no event exercise less than reasonable care) to prevent unauthorized disclosure of the Confidential Information.

          (c) Personal Data. In the performance of this Agreement, Envoy and WebMD and their employees, subcontractors, and other agents may have access to certain Confidential Information of each other’s respective clients referred to as “Individual Information”. Individual Information includes, but is not limited to, information which, in coded or uncoded format, in whole or in part, relates to patient records or any patient identifiable information, dependents or physicians, including, without limitation, their respective names, addresses, zip codes, social security numbers, drug or medical claims data, or other personal data. Such information may only be used by a party as permitted by the terms of this Agreement.

          (d) Termination. Subject to the terms of this Agreement and to applicable law, upon the termination or expiration of this Agreement, the parties shall promptly return or destroy all Confidential Information of the other and not retain any copies of the Confidential Information of the other party.

     SECTION 6. Cooperation

     During the term of this Agreement and for a period of three (3) years after termination for any reason, each party shall have the right upon prior notice, and no more than one (1) time in each calendar year, to inspect any books, records and files maintained by the other party relating to services under this Agreement in order to verify that the other party has complied with its obligations under this Agreement as they relate to payment of fees, royalties and/or commissions, and as they relate to the confidentiality provisions of Section 5 above. Neither party shall destroy or permit the destruction of (without first having offered to deliver to the other party) any such books, records and files for the time period during which they would be required to retain such books, records or files by applicable law. Envoy and WebMD shall cooperate with one another in a timely manner in any administrative or judicial proceeding

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involving any matter affecting the potential liability of either Envoy or WebMD hereunder or with respect to any governmental authority. Such cooperation shall include, without limitation, making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any inquiry, audit, investigation or dispute, any litigation or any other matter requiring any such books, records, information, officers or employees for any reasonable business purpose. The party requesting or otherwise entitled to any books, records, information, officers, or employees pursuant to this Section shall bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees. The parties will develop mutually acceptable reporting of activities under this Agreement.

     SECTION 7. Disclaimers

          (a) IN NO EVENT SHALL WEBMD OR ITS SUPPLIERS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY, HOWEVER ARISING, FOR ANY COSTS OF COVER OR FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF ENVOY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

          (b) EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER OR ITS ROYALTY OR COMMISSION OBLIGATIONS, WEBMD’S AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION IN ANY WAY RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EITHER JOINTLY OR SEVERALLY, SHALL NOT EXCEED ONE MILLION DOLLARS ($1,000,000) IN ANY CALENDAR YEAR. THIS SECTION REFLECTS AN ALLOCATION OF RISK BETWEEN THE PARTIES, IS NOT A PENALTY, AND SHALL BE EXCLUSIVE. THIS SECTION SHALL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY.

          (c) WEBMD REPRESENTS THAT ANY CLINICAL APPLICATIONS OR CONSUMER DIRECTED APPLICATIONS PROVIDED TO ENVOY PURSUANT TO THIS AGREEMENT SHALL CONFORM TO THE SPECIFICATIONS PROVIDED BY WEBMD WITH SUCH APPLICATIONS. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, NEITHER COMPANY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (A) REGARDING THE USEFULNESS, ACCURACY, COMPLETENESS, FEASIBILITY, RELIABILITY OR EFFECTIVENESS OF ITS RESPECTIVE APPLICATIONS; OR (B) THE AMOUNT OF SALES THAT MAY BE GENERATED FROM THE OTHER’S APPLICATIONS. WITHOUT LIMITING THE FOREGOING, NEITHER PARTY MAKES ANY REPRESENTATIONS THAT THE OTHER’S USE OF ITS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE EXPRESS WARRANTIES IN THIS SECTION 7(c) ARE IN LIEU OF ALL OTHER WARRANTIES BETWEEN THE PARTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF

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MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND SUCH WARRANTIES ARE HEREBY DISCLAIMED.

     SECTION 8. Indemnity

          WebMD will indemnify, defend and hold harmless, at its own expense, any claims, suits, losses, damages, liabilities, costs, expenses and actions against Envoy brought by a third party to the extent that the action is based upon a claim that any Clinical Application or Consumer Directed Application provided by WebMD, when used in accordance with this Agreement, infringes any proprietary right of any third party, and WebMD will pay those costs and damages finally awarded against Envoy (including reasonable attorneys’ fees) in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action; provided, however, that WebMD shall have no obligation pursuant to the foregoing indemnification provision to the extent that any claim is based on or related to (a) any use of such Clinical Application or Consumer Directed Application in violation of this Agreement, or (b) any use of such Clinical Application or Consumer Directed Application in conjunction with any product, data, service, hardware or software not expressly contemplated to be used in conjunction with such tools. If Envoy’s use is enjoined by reason of an infringement claim, WebMD’s sole obligation shall be to either (i) procure the right for Envoy to continue using the Clinical Application or Consumer Directed Application, (ii) replace or modify the components of the Clinical Application or Consumer Directed Application subject to the infringement claim with non-infringing components of substantially equivalent functionality, or (c) if neither of the above are available, to refund to Envoy the commissions paid for access to such Clinical Application or Consumer Directed Application. The foregoing states the entire liability of WebMD with respect to any infringement claims and Envoy hereby expressly waives any other such liabilities.

     SECTION 9. Insurance

     Each party will maintain in effect during the term of this Agreement, insurance with at least the following limits:

• Workman’s Compensation with at least statutory limits;

• Employer’s Liability Insurance with limits of not less than statutory limits (except in states in which there are no statutory limits for Employer’s Liability Insurance, then with limits of not less than $1,000,000 each accident, $1,000,000 disease per each employee, and $1,000,000 disease policy limit);

• Commercial General Liability Insurance (including, broad form contractual liability coverage for it’s obligations under this Agreement) with limits of not less than:

—	Bodily Injury	$1,000,000 per occurrence, and
		$2,000,000 in the aggregate, and
—	Property Damage	$1,000,000 per occurrence, and
		$1,000,000 in the aggregate; and

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• Excess/Umbrella Liability with limits of not less than $3,000,000 per occurrence and $3,000,000 in the aggregate.

     The aggregate minimum limits set forth above are per policy; provided however, that each policy shall not have a term longer than eighteen (18) months. Each party agrees to provide the other with a Certificate of Insurance evidencing the coverage required in this Section upon the other’s written request. All such policies and certificates of insurance shall also require that the insurer give the other party not less than thirty (30) calendar days’ advance written notice of any cancellation in insurance coverage Each party must also provide the other with thirty (30) calendar days’ prior written notice of any non-renewal of the insurance coverage, cancellation of any insurance coverage, material change in the insurance policies, and/or reduction in limits.

     SECTION 10. Miscellaneous

          (a) Existing Third Party Agreements. Nothing in this Agreement is intended to require either party to terminate existing contractual relationships with any third party, and such agreements shall remain in effect on the terms and conditions in existence as of the date hereof.

          (b) Specific Performance. The parties hereby acknowledge and agree that the rights of WebMD hereunder are of a special character which gives them a particular value, for the loss of which WebMD cannot be reasonably or adequately compensated in damages in any action at law, and that a breach of this Agreement by Envoy or Master LLC will cause WebMD immediate and irreparable injury and damage. Envoy and Master LLC therefore expressly agree that, in the event of a breach or threatened breach of this Agreement or any part hereof by Envoy or Master LLC, WebMD shall at its discretion, be entitled to injunctive and other equitable relief against Envoy or Master LLC, including the relief of injunction and specific performance, to end or prevent such breach and to secure enforcement of this Agreement without posting bond or the need to prove actual damages. Resort to such equitable relief, however, shall not be construed as a waiver of any other rights or remedies which WebMD may have for damages or otherwise.

          (c) Amendments. Amendments to this Agreement shall be in writing and must be signed by both parties to be effective.

          (d) No waiver. No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

          (e) Notice Generally. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by notice given in accordance with this Section 10(e)):

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If to Master LLC:

c/o Envoy Corporation
699 River Drive Center 2,
Elmwood Park, NJ 07407
Attn: General Counsel

If to Envoy:

Envoy Corporation

699 River Drive Center 2,

Elmwood Park, NJ 07407

Attn: General Counsel

If to WebMD:

WebMD Health Corp.

111 Eighth Avenue

New York, NY 10011

Attn: General Counsel

or at such other address as may be substituted by notice given as herein provided.

          (f) Successors and Assigns. No party shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto as hereinafter provided. In addition, in the event of any sale, transfer, change of control or other disposition, restructuring or reorganization of Master LLC or Envoy or their businesses (including by way of stock sale, by sale of all or substantially all its assets or by any other means or manner or structure) to a third party, Master LLC, Envoy and their businesses shall continue to be subject to the obligations applicable to it and its business under this Agreement. This Agreement shall remain in effect in accordance with its terms regardless of the percentage ownership, if any, that Emdeon holds of WebMD, and regardless of any sale, transfer, change of control or other disposition, restructuring or reorganization of Emdeon or WebMD or any of their respective businesses (including by way of stock sale, by sale of all or substantially all its assets or by any other means or manner or structure.

          (g) No Third Party Beneficiaries. No person other than the parties hereto and their successors and permitted assigns are intended or shall be deemed to be a beneficiary of this Agreement.

          (h) Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

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          (i) Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     (i) In an effort to resolve informally and amicably any claim or controversy arising out of or related to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, each party shall notify the other of any difference or dispute hereunder that requires resolution. Envoy and WebMD shall each designate an executive officer to investigate, discuss and seek to settle the matter between them. If the two are unable to settle the matter within 30 days after such notification, or such longer time period as they shall agree upon, either party may initiate final and binding arbitration, in accordance with Paragraph (ii) of this Section 10(i) to resolve such matter, which the parties agree is the sole and exclusive procedure for any such dispute, except as otherwise provided therein. All offers, promises, negotiations, conduct and/or statements, whether oral or written, made in the course of the settlement discussions contemplated by this Paragraph (i) by any of the parties, their agents, employees, experts and/or attorneys are, and shall be deemed, confidential, and made executed and delivered solely for the purposes of settlement or compromise, and inadmissible for any purpose, including, without limitation, impeachment, in any arbitration or other proceeding involving the parties or any third parties, or in any court or forum whatsoever, provided however that the use of a statement or information as contemplated in a settlement under this Paragraph (i) that would be admissible or discoverable shall not be rendered inadmissible or non-discoverable solely as a result of such use.

     (ii) The following process shall be followed if, and after, the informal procedures in Paragraph (i) above do not result in a resolution of the matter. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (collectively, a “Claim”), shall be determined by binding arbitration in New York, New York before three arbitrators. The arbitration shall be administered (including selection of the arbitrators) by JAMS (www.jamsadr.com) pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction permitted under the terms of this Section 10(i). In the event of any Claim under this Agreement or the enforcement of any right under this Agreement by either party, regardless of which party prevails, each party hereby agrees that it shall be responsible for all its own costs and expenses relating thereto, including the reasonable attorneys fees and expenses of attorneys and other professionals it may retain. The parties hereby agree to submit to the exclusive personal and subject matter jurisdiction and to the venue of the Supreme Court of the State of New York, County of New York, for all purposes associated with this Agreement, including the agreement to arbitrate, enforcing the agreement to arbitrate, and seeking provisional relief pending award and entering judgment upon the award. Nothing contained in this Section shall preclude the arbitrators from granting, where appropriate, injunctive or other provisional relief pending a final award. Notwithstanding the provisions of Section 10, either party may pursue any provisional remedy (including but limited to preliminary injunctive relief) to either restrain or mandate certain conduct in the courts designated in this Section. The

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parties shall have the right to obtain such provisional injunctive relief from a court of law designated in this Section pending the determination and award in the arbitration proceeding. If JAMS is no longer available or is unwilling to accept the designation provided hereunder, the parties shall mutually agree upon a substitute professional neutral administrator to replace JAMS.

               (j) Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

               (k) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

               (l) Independent Contractors. The parties hereto are independent contractors engaged in the operation of their own respective business. Neither party is, or is to be considered as, the agent or employee of the other for any purpose whatsoever. Neither party has the authority to enter into contracts or assume any obligations for the other party or make any warranties or representations on behalf of the other party. Nothing in this agreement shall be construed to establish a relationship or joint venturers between the parties.

               (m) Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

               (n) Further Assurances. Each party will use reasonable best efforts to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement.

               (o) Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereto hereby waive the benefit of any rule of law or any legal decision that would require, in cases of uncertainty, that the language of a contract should be interpreted most strongly against the party who drafted such language.

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     IN WITNESS WHEREOF, Envoy and WebMD have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ENVOY CORPORATION
By:	/s/ Charles A Mele
	Name:	Charles A. Mele
	Title:	Executive Vice President
WEBMD HEALTH CORP.
By:	/s/ Douglas W. Wamsley
	Name:	Douglas W. Wamsley
	Title:	Executive Vice President
EBS MASTER LLC
By: EBS Holdco, Inc., its sole member
By:	/s/ Charles A Mele
	Name:	Charles A. Mele
	Title:	Executive Vice President

ACKNOWLEDGEMENT

     The undersigned hereby acknowledges receipt of this Agreement and, by signing below, hereby consents to the amendment and restatement of the Original Agreement, as set forth herein.

EMDEON CORPORATION
By:	/s/ Charles A Mele
	Name:	Charles A. Mele
	Title:	Executive Vice President

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EX-10.2

EXHIBIT 10.2

CDHP Marketing Plan Agreement

     This Marketing Plan Agreement (the “Agreement”) is made as of September 25, 2006, by and between WebMD Health Corp., with offices at 111 Eighth Avenue, New York, NY 10011 (“WebMD”), EBS Master LLC (“Master LLC”), Envoy Corporation (“Envoy”), and Advanced Business Fulfillment LLC (“ABF”).

RECITALS

     WHEREAS, WebMD, Envoy and Master LLC have entered into the Amended and Restated Business Services Agreement dated as of September 25, 2006 (the “BSA”);

     WHEREAS, ABF provides print EOB services, which include printing, copying and mailing EOBs directly to participating members and ABF generally charges service fees for such EOB services as well as pass-through fees for paper, other materials, printing, inserting and postage costs, and is seeking to provide an EEOB that is intended to replace print EOBs and provide similar capability in an electronic format;

     WHEREAS, in general the parties contemplate offering customers the opportunity to reduce costs when they shift participating members from paper EOBs to electronic EOBs;

     WHEREAS, WebMD has developed or licensed certain proprietary interactive online personal health management products and tools which are hosted on servers and made available by means of the Internet,

     WHEREAS, ABF is in the business of providing outsourcing of paid-claims communications services to its Customers, such as printing and mailing of checks and remittance advices to providers and EOBs to plan members (the “ABF Services”); and

     WHEREAS, the parties contemplate offering certain of WebMD’s online health management services in connection with electronic EEOBs as provided herein to certain ABF customers and the offering by ABF of a personal financial record in conjunction with ABF Services to certain other customers as provided herein, subject to the terms of this Agreement described herein.

     NOW, THEREFORE, in consideration of the covenants contained in this Agreement, the Parties, intending to be legally bound, agree as follows:

TERMS AND CONDITIONS

Section 1. DEFINITIONS.

Unless otherwise defined in the Glossary, the capitalized terms used in this Agreement shall be defined in the context in which they are used.

Section 2. OWNERSHIP OF INTELLECTUAL PROPERTY; GRANT OF LICENSES; MARKETING OF TOOLS.

2.1. Subject to the terms of this Agreement, WebMD grants to ABF a non-exclusive, non-transferable, limited right and license during the term of this Agreement to: (a) access, display, perform, and use the Tools, the Personal Financial Record Application, Customized Pages and Promotional Material as expressly set forth in this Agreement; and (b) grant End Users and Customers the right to access, display, perform and use the Tools, the Personal Record Application and Customized Pages for personal, non-commercial purposes associated with their use of the WebMD portal provided for End Users’ access with no right to sublicense (the “Site”). Nothing herein will be construed as a right to allow ABF to offer the Tools or Personal Financial Record Application to any third party in any manner other than as provided herein. ABF shall enter into an agreement with each ABF Customer pursuant to which it provides the Tools to such Customer pursuant to Section 2.8 and each Third Party pursuant to which it provides the Personal Financial Record Application pursuant to Section 2.10. Any agreement between ABF and a customer shall contain terms of use no broader than those set forth herein and shall contain disclaimers and limitations similar to those disclaimers and limitations as set forth herein. ABF acknowledges and agrees that WebMD shall not be responsible for any representation or warranties made by ABF to its customers regarding the Tools or Personal Financial Record Application.

2.2. WebMD grants to ABF a world-wide, royalty-free, non-exclusive, non-transferable license, with no right to sublicense, during the Term of this Agreement to use the WebMD Marks solely in connection with the Site and to perform its obligations hereunder, in accordance with the terms and conditions of this Agreement. Title to and ownership of the WebMD Marks shall remain with WebMD. ABF shall use the WebMD Marks in conformance with any trademark usage policies of which it is notified in writing. ABF shall submit all proposed uses the WebMD Marks, the Promotional Material and all other documentation and materials referencing the Tools to WebMD for prior written approval and shall not use the WebMD Marks, the

Promotional Material or the documentation and materials without such approval, which may be withheld in WebMD’s sole discretion. WebMD reserves the right to review any approved use of the WebMD Marks, the Promotional Material and the documentation and materials and to require changes thereto.

2.3. ABF grants to WebMD a non-exclusive right to use, reproduce, copy, transmit, distribute, publicly perform and/or display the ABF Marks and ABF Content in connection with the Tools and Customized Pages to perform its obligations hereunder in accordance with the terms of this Agreement. Title to and ownership of the ABF Marks shall remain with ABF. WebMD shall use the ABF Marks in conformance with what ABF has approved of in writing. WebMD shall submit all proposed uses the ABF Marks to ABF for prior written approval and shall not use the ABF Marks without such approval, which may be withheld in ABF’s sole discretion. ABF reserves the right to review any approved use of the ABF Marks and to require changes thereto

2.4. ABF shall not (and shall not contractually permit any of its customers to) sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the Tools, the Personal Financial Record, the Promotional Material and the Customized Pages (or any part thereof) to any person, firm, or entity except as expressly authorized herein.

2.5. ABF agrees not to (and will require that its customers contractually agree not to) modify, adapt, alter or create derivative works from the Tools, the Personal Financial Record Application or the Promotional Materials or any subpart thereof (including proprietary markings), or to merge the Tools, the Personal Financial Record or any subpart thereof (including proprietary markings) with other services or software.

2.6. WebMD owns all copyright and other proprietary rights in the Promotional Materials, the Tools, the Personal Financial Record Application, and any customization and all other extensions and Enhancements created pursuant to this Agreement or otherwise. ABF acknowledges and agrees that this is a license agreement and not an agreement for sale. As such, Licensor assigns no copyrights. As between the parties, all rights, title and interest in and to the Promotional Materials, the Tools, the Personal Financial Record Application, including all updates, upgrades, bug fixes, modifications, enhancements and new versions of the Tools and the Personal Financial Record Application and all worldwide intellectual property rights that are embodied in, related to, or represented by the Tools, the Personal Financial Record Application and the Promotional Materials are, and at

all times will be, the sole and exclusive property of WebMD or its licensors, as the case may be.

2.7. All rights not expressly granted in this Agreement are reserved to WebMD.

2.8 Integrated Product Offering. During the Term of this Agreement, ABF agrees to use reasonable commercial efforts to market the Tools (including the Personal Financial Record Application) to its Customers (and potential Customers), with less than 250,000 lives (collectively, “ABF Customers”), as permitted hereunder in accordance with the marketing and promotional guidelines provided by WebMD from time to time. ABF will only offer to ABF Customers the Tools: (i) as an integrated product solution that integrates the Tools with the member-centric electronic EOB (e.g., electronic explanation of benefit) transaction services for the benefit of End Users of ABF Customers via the Site (hereinafter, the “Integrated Product”); or (ii) as agreed to in advance by WebMD in other cases. ABF shall use reasonable best efforts to increase the pricing for the Tools at the same percentage that ABF increases the price for its other services. Notwithstanding the foregoing, pricing for ABF Services when integrated with the Integrated Product shall be comparable and consistent to the pricing for such ABF Services when sold separate from the Integrated Product.

2.9 The pricing set forth on Schedule A payable by ABF shall apply to the Tools set forth on such Schedule as part of the Integrated Product for the ABF Customers. In no event shall ABF offer the Integrated Product (or any online health or benefit management service or product comparable to any of the Tools or the Personal Financial Record Application, whether or not integrated with an EEOB (collectively, “Online Health Tools”), to any other third party, including but not limited to, customers or potential customers with more than 250,000 lives (each a “Third Party”). In the event ABF so determines to offer the Integrated Product (or any Online Health Tool) to any Third Party, ABF shall notify WebMD of the opportunity in advance of such proposed offering in order to discuss how WebMD wishes to proceed. This will be handled by WebMD on a case by case basis and WebMD retains the sole discretion as to whether ABF may offer the Integrated Product (or such other Online Health Tool) and pricing for such product to the Third Party and, if so, the pricing and other terms that ABF may provide to such Third Party. In the event that ABF desires upgrades, enhancements, modifications or new features to the Tools or Personal Financial Record (collectively, “Upgrades”) after the date hereof, the parties will meet to discuss the terms under which Upgrades may be provided by WebMD, however, the provision of Upgrades will require mutual consent of both parties in writing.

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2.10 Personal Financial Record Application. WebMD shall use good faith efforts to develop, at its expense, an online Personal Financial Record application as described herein (the “Personal Financial Record Application”) within twelve (12) months following the date of this Agreement. The basic features of the Personal Health Record Application are as described in the separate document agreed to by the parties. ABF agrees that the Personal Financial Record Application may only be offered and provided by ABF as an integrated part of the ABF Services to Customers or potential Customers of ABF that exceed 250,000 lives (“ABF Large Customers) and subject to the terms of this Agreement. ABF shall keep WebMD apprised of its marketing efforts related to the Personal Financial Record Application as part of the ABF Services as provided in this Section 2.10. In the event that in connection with the sale of the Personal Financial Record Application by ABF as provided in this Section 2.10, an ABF Large Customer requests any Online Health Tools, ABF will advise WebMD and WebMD may determine how or if to proceed in connection with the sale of Online Health Tools to such customer by WebMD. If WebMD elects to proceed to negotiate the provision of Online Health Tools to such customer, WebMD will determine the terms under which such Online Health Tools will be provided by WebMD, and WebMD shall contract directly with such customer for the Online Health Tools and shall retain all fees it receives from such customer and WebMD shall not be required to pay any amounts to ABF as it relates to such customer.

2.11 During the term of this Agreement, WebMD will be the exclusive provider to ABF of the Tools, the Personal Financial Record Application and any other Online Health Tools Except as permitted by the terms of Section 2.8 or 2.10, ABF agrees that, during the term of this Agreement, ABF shall not market or provide any online health or benefit management products or services comparable to any of those included in the Tools or the Personal Financial Record Application to any third party, regardless of the such customer’s or potential customer’s number of lives. The obligations applicable to the Purchaser, ABF and Envoy under this Agreement are in addition to the terms of the BSA. Notwithstanding anything to the contrary in this Section 2.11 or this Agreement, nothing in this Agreement is intended to restrict or limit the offering or sale by WebMD of any product or service to any third party.

Section 3. FEES AND PAYMENT.

3.1 ABF shall pay to WebMD a monthly fee per Participating Member for the Tools provided pursuant to

Section 2.8 above based on the aggregate number of Participating Members (as part of the ABF Services provided by ABF to ABF Customers and End Users for a subscription, use or other type of fee) (“PPPM Fee”) in accordance with the Pricing Schedule attached as Schedule A hereto. ABF shall notify WebMD within ten (10) days of acquiring a new ABF Customer who will be using the WebMD services, and shall include in such notification the number of Participating Members and End Users associated with the Customer. The payments terms set forth in Schedule A are exclusive of any applicable taxes. ABF shall be solely responsible for any applicable sales, use or other like taxes based upon WebMD’s fees for providing its services hereunder, excluding however taxes based upon WebMD’s net income.

3.2 ABF shall pay to WebMD a monthly fee per Eligible Member for the Personal Financial Record Application provided pursuant to Section 2.10 above based on the aggregate number of Eligible Members (as part of the ABF Services provided by ABF to ABF Large Customers and End Users (“PEPM Fee”) in accordance with the separate document agreed to by the parties. ABF shall notify WebMD within ten (10) days of acquiring a new ABF Large Customer who will be using the Personal Financial Record Application, and shall include in such notification the number of Eligible Members and End Users associated with the ABF Large Customer. The payments terms set forth in the separate document are exclusive of any applicable taxes. ABF shall be solely responsible for any applicable sales, use or other like taxes based upon WebMD’s fees for providing its services hereunder, excluding however taxes based upon WebMD’s net income.

3.3 ABF shall pay the Initial One-Time Fee as outlined on Schedule A for the integration of the Tools into the ABF Services pursuant to Section 2.8. Subject to the terms of this Agreement, WebMD shall develop Customized Pages for ABF. ABF will receive the specific integration services as described in Schedule C in exchange for the fees set forth in Schedule A. Within thirty (30) days following the Effective Date of this Agreement, the parties will finalize Schedule C, the general form of which is attached hereto as Schedule C. In the event that ABF desires additional integration or customization services beyond those specified in Schedule C, the parties shall negotiate a mutually agreeable work order, provided, however, the WebMD hourly rate shall be at WebMD’s standard rates for similarly situated parties. WebMD shall not perform such additional integration or customization work until the associated work order is executed by both parties.

3.4 If the Parties agree to add a New Product or New Service, the fees set forth in Schedule A may be revised by

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WebMD. Any fee revision executed after the date of this contract is subject to approval and thirty (30) day notice by and to ABF.

3.4 ABF will keep accurate records sufficient to verify ABF’s compliance with the terms of this Agreement, including calculation of all payments due to WebMD and will provide copies of such records to WebMD on a monthly basis; provided, however, that ABF shall make available to WebMD all supporting documentation sufficient to calculate such payments within fifteen (15) business days after receiving written request from WebMD. During the term of this Agreement and for a period of one year following termination or expiration of this Agreement, WebMD shall have the right to audit and review the books and records of ABF in order to verify ABF’s compliance with the terms of this Agreement and verify that it has made all payments required to be made under this Agreement. WebMD will be responsible for the cost of the audit.

Section 4. TERM; RENEWAL; TERMINATION.

4.1. This Agreement will commence on the Effective Date and continue for five Contract Years (the “Initial Term”), unless terminated by the parties in accordance with this Section 4 of this Agreement. This Agreement shall automatically renew for successive twelve (12) month Contract Years after the fifth anniversary of the Effective Date, unless either party notifies the other party in writing of its intent to terminate the Agreement as of the end of the Initial Term, or its then current term after the Initial Term, at least sixty (60) days prior to expiration of Initial term or the then-current term, as applicable, in accordance with the notification provisions of this Agreement.

4.2 Commencing twelve (12) months after the date of this Agreement, WebMD may terminate this Agreement without cause at any time without liability or further financial obligation upon one hundred eighty (180) days written notice to ABF, Envoy and Master LLC.

4.3. In the event either party materially breaches this Agreement and fails to cure such breach within 30 days following receipt of written notice concerning the breach, the other party may terminate this Agreement.

4.4. Upon expiration or termination of this Agreement for any reason, WebMD, with ABF’s reasonable assistance if necessary, may contact End Users via email or other similar communication to advise them of their options regarding transfer or disposition of their information.

4.5. Upon expiration or termination of this Agreement

for any reason, all fees and charges set forth in Section 3 will be immediately due and payable, and ABF shall promptly discontinue all further use of WebMD Marks and all further use of the Tools.

4.6 Upon termination of this Agreement for any reason (except for termination by WebMD due to a breach by ABF, Master LLC or Envoy), at ABF’s election, for those customers receiving the Tools or Personal Financial Record Application as of the effective date of termination as to which ABF has continuing contractual obligations to deliver the Tools or Personal Financial Record Application, WebMD shall continue to provide the Tools or Personal Financial Record Application in accordance with this Agreement for a period of up to one (1) year from the effective date of termination (the “Transition Period”) in order to facilitate an orderly transition to another provider. During such Transition Period, ABF shall continue to pay WebMD for all customers that continue to receive access to the Tools or Personal Financial Record Application during the Transition Period at the applicable prices for the Tools or Personal Financial Record Application at the time of termination. The terms of this Agreement applicable to such customers shall remain in full force and effect during such Transition Period.

Section 5. RESPONSIBILITIES; CHANGE CONTROL PROCEDURES; DELIVERY AND ACCEPTANCE

5.1 WebMD shall: (a) provide service level guarantees to ABF in accordance with the Service Level Agreement, attached hereto as Schedule D; and (b) provide ABF with maintenance as described on Schedule C attached hereto; and (c) comply with all the provisions of Section 9, below, for the protection of End User data.

5.2 ABF shall: (a) provision, secure and maintain the appropriate hardware and software necessary to implementation and use and access the Tools; (b) collaborate with WebMD to implement placement and promotion of the Tools as detailed in the final Implementation Plan specified in Schedule C; and (c) comply with all the provisions of Section 9, below, in protecting End User data.

5.3 ABF shall market the Tools and the Personal Financial Record Application as provided by the terms of this Agreement, and provide implementation and support services to its Customers and End Users (“ABF Obligations”). ABF Obligations shall include but not be limited to marketing, rollout scheduling, project planning, management and other such resources as may be reasonably necessary for implementation and rollout and comprise those

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other activities set out and described in Schedule G, which is attached hereto and made a part hereof.

5.4 Upon effectiveness of this Agreement and on an ongoing basis thereafter, ABF and WebMD shall meet to discuss ABF marketing efforts under the Agreement.

5.5 ABF may request (or WebMD may suggest) that reasonable changes be made to the scope of Schedule C. WebMD may (at its sole discretion) provide ABF with a written change proposal setting forth the proposed adjustments to Schedule A and Schedule C (such as price adjustments, schedule impact, etc.). If ABF is in agreement with the change proposal, ABF will indicate its acceptance of such proposal by signing such proposal or otherwise entering into a written agreement or amendment with WebMD. WebMD shall have no responsibility to proceed with any requested or proposed change until WebMD’s change proposal is accepted in writing by ABF. Upon ABF’s acceptance of a change proposal, Schedule A and Schedule C shall be deemed to be modified as specified in such change proposal.

5.6 ABF shall provide plan data information relevant to ABF Customers’ health plans and updates thereto (“Plan Data”) as often as is deemed reasonably necessary by ABF to keep the Plan Data current and accurate, consistent with the provisions of Schedule C. WebMD agrees to implement changes to such Plan Data as promptly as practicable. WebMD acknowledges that Plan Data provided by ABF hereunder has been furnished to ABF by the relevant health plans and/or ABF Customers. WebMD shall not be responsible for the accuracy of any Plan Data furnished to WebMD.

Section 6. REPRESENTATIONS; WARRANTIES; AND DISCLAIMERS

6.1 Each Party hereby represents and warrants that: (a) it is a corporation duly organized and validly existing and in good standing under the laws of the state of its incorporation; (b) it has full power and authority to enter into this Agreement; and (c) it shall use, exchange and forward PHI in compliance with all applicable laws and regulations.

6.2 WebMD represents and warrants that the Tools will substantially conform in all material respects to the requirements of Schedule C when used in accordance with the technical requirements specified by WebMD and that the Personal Financial Record Application will perform in accordance with the specifications set forth in the document agreed to by the parties. In the event that the Tools fail to perform in accordance with this warranty, ABF shall

promptly inform WebMD of such fact, and, as ABF’s sole and exclusive remedy, WebMD shall either (a) repair or replace the Tools or Personal Financial Record Application to correct any defects in performance without any additional charge to ABF, or (b) in the event that such repair or replacement cannot be done within a reasonable time and at a reasonable cost, terminate the Agreement and provide ABF, as ABF’s sole remedy, with a pro rata refund of the unused, prepaid license fees paid to WebMD hereunder with respect to such calendar year.

6.3 ABF represents and warrants that: (a) it has all right, title and interest to use any of the ABF Content it provides to WebMD; (b) is solely responsible to the Customer or the End User for his or her use of such ABF Content; (c) it will not use (or contractually allow use of) the Tools, the Personal Financial Record Application and the Customized Pages in a manner that is prohibited by any law or regulation or any WebMD policy; and (d) it has or will gain contractual assurance from its customers, prior to use, that the relevant health plan’s privacy notices permit WebMD to use and transfer data to customer or the relevant health plan in accordance with the WebMD Privacy Policy.

6.4 THE TOOLS, THE PERSONAL FINANCIAL RECORD APPLICATION AND ALL OTHER DELIVERABLES HEREUNDER ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.2 ABOVE, WEBMD DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION THAT THE TOOLS, THE PERSONAL FINANCIAL RECORD APPLICATION AND ALL OTHER DELIVERABLES HEREUNDER, THE PROMOTIONAL MATERIAL, ANY DOCUMENTATION, ANY ADDITIONAL WORK, OR ANY COMPONENT OF ANY OF THE FOREGOING, WILL MEET ABF’S, ENVOY’S OR THE PURCHASER’S REQUIREMENTS OR THAT ABF’S USE OF THE TOOLS, THE PERSONAL FINANCIAL RECORD APPLICATION OR ANY OTHER DELIVERABLE HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE. THE EXPRESS WARRANTIES IN SECTION 6.2 ARE IN LIEU OF ALL OTHER WARRANTIES BETWEEN THE PARTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND SUCH WARRANTIES ARE HEREBY DISCLAIMED. ABF ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT AND THAT NO WARRANTIES ARE MADE BY ANY OF WEBMD’S SUPPLIERS OR AGENTS.

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6.5 ABF EXPRESSLY ACKNOWLEDGES AND AGREES THAT WEBMD IS NOT RESPONSIBLE FOR THE RESULTS OF A USER’S DECISION RESULTING FROM THE USE OF THE TOOLS, THE PERSONAL FINANCIAL RECORD APPLICATION OR ANY DELIVERABLE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, A USER CHOOSING TO SEEK OR NOT TO SEEK PROFESSIONAL MEDICAL CARE, OR A USER CHOOSING OR NOT CHOOSING SPECIFIC TREATMENT BASED ON THE INFORMATION OBTAINED FROM THE TOOLS OR PERSONAL FINANCIAL RECORD APPLICATION.

6.6 ABF acknowledges that the Tools and the personal financial record application are not intended to replace professional medical advice and are not tools for diagnosing the existence of a specific disease in any given individual. ABF further acknowledges that WebMD does not guarantee the accuracy, timeliness or completeness of the information obtained from the Tools, the Personal Financial Record Application or any deliverable hereunder, or warrant any results from using the Tools, the Personal Financial Record Application or any deliverable hereunder. The information may become unreliable for many reasons including subsequent research, findings and test results. Except for WebMD’s obligations under Section 6.2, WebMD is under no obligation to update the information.

6.7 ABF acknowledges that WebMD shall not be responsible for any representation or warranties made by ABF to its customers regarding the Tools, the Personal Financial Record Application or any other deliverable hereunder.

6.8 WebMD makes no guarantees as to the amount of revenues relating to the Tools, the Personal Financial Record Application or any deliverable hereunder, or the number of users of such products.

Section 7. LIMITATION OF LIABILITY.

NO PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY, OR ANY PARTY CLAIMING THROUGH IT, WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFIT, REVENUE, DATA OR GOODWILL, WHETHER INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY OF THE SERVICE OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR

WILFUL BREACH OF THIS AGREEMENT, BREACH OF CONFIDENTIALITY OR IN CONNECTION WITH AN INDEMNIFICATION OBLIGATION, IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY HEREUNDER ARISING OUT OF THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE GREATER OF (I) THE AGGREGATE FEES PAID TO WEBMD APPLICABLE TO THE CONTRACT YEAR IN WHICH THE CLAIM OCCURRED, OR (II) THE APPLICABLE TARGET FEES, APPLICABLE TO THE YEAR IN WHICH THE CLAIM OCCURRED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, INFRINGEMENT, MISAPPROPRIATION AND OTHER TORTS. BOTH PARTIES ACKNOWLEDGE THAT THE FEES SET FORTH IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISK IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.

Section 8. CONFIDENTIALITY AND NON-DISCLOSURE.

The parties agree that, without the express written consent of the other, none of their officers, directors, employees or agents will use or disclose to any third party (other than agents, suppliers, service providers, contractors, consultants and advisors, on a need-to-know basis in connection with such party’s own, proper use) any non-public, proprietary, confidential and/or competitively sensitive information furnished by or obtained from the other party, which he or she has reason to believe is to of a proprietary, confidential and/or competitively sensitive nature, or which the other party designates as confidential at the time of disclosure (“Confidential Information”). Confidential Information includes, but is not limited to, the specific terms of this Agreement, but not the fact that ABF is a client of WebMD that uses WebMD’s services, or that WebMD is a supplier/service provider of ABF. The foregoing obligations of non-use and non-disclosure shall not apply to, and a party’s proprietary rights as outlined hereunder shall not apply to, any materials or information (i) that the receiving party can show is in the public domain through no fault of the receiving party, (ii) that was properly known by the receiving party without obligations of confidentiality prior to disclosure by the disclosing party, (iii) that was independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (iv) which is publicly disclosed to the receiving

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party by a third party without obligations of confidentiality. ABF specifically agrees not to copy or distribute the Tools without the prior written consent of WebMD. However, Confidential Information does not include End Users’ personal information, the confidentiality of which is governed by Section 9 of this Agreement.

Section 9. PROTECTION OF END USER DATA.

9.1. WebMD shall enter into the subcontractor business associate agreement attached as Schedule E with ABF prior to WebMD’s receipt of any PHI from an End User. Subject to applicable law, WebMD shall have access to and use of End User data and shall have the right to use such data on an individual End User basis solely to fulfill its obligations under this Agreement. WebMD reserves the right to use Aggregate Data for any purpose, but in no event shall WebMD use such data in a manner that identifies an End User, Customer or ABF. WebMD shall provide to End Users a privacy policy, attached hereto as Schedule F, which privacy policy may be amended from time to time by the WebMD and ABF as required to comply with applicable law, rule or regulation.

9.2. WebMD will provide ABF (or its designated representative) with electronic Reports in WebMD’s standard format comprised of Aggregate Data that can be accessed online via ABF’s confidential password on such terms as agreed to by parties, unless otherwise provided for herein.

9.3. Each party shall be responsible for complying with the confidentiality and privacy statements and other such policies as displayed in connection with the Tools and the Customized Pages and as agreed to in this Agreement.

Section 10. INDEMNIFICATION.

10.1 WebMD will indemnify, defend and hold harmless, at its own expense, any claims, suits, losses, damages, liabilities, costs, expenses and actions against ABF and its affiliates and its and their respective officers, directors, officers, employees, agents, successors and assigns brought by a third party based upon a claim that the Tools, or the Personal Financial Record Application when used in accordance with this Agreement, infringe any proprietary right of any third party, and WebMD will pay those costs and damages finally awarded against ABF (including attorneys’ fees) in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action; provided, however, that WebMD shall have no obligation pursuant to the foregoing indemnification provision to the extent that any claim is

based on (a) any use of the Tools or Personal Financial Record Application in violation of this Agreement, (b) any use of the Tools or Personal Financial Record Application in conjunction with any third party product, data, hardware or software not provided by WebMD, or (c) any ABF Content or ABF Marks. If ABF’s use is enjoined by reason of an infringement claim, WebMD’s sole obligation shall be to either (i) procure the right for ABF to continue using the Tools, (ii) replace or modify the components of the Tools subject to the infringement claim with non-infringing components of substantially equivalent functionality, or (iii) if neither of the above are available, to refund to ABF a prorata portion, if any, of the unused fees prepaid for access to the Tools or Personal Financial Record Application. The foregoing states the entire liability of WebMD with respect to any infringement claims and ABF hereby expressly waives any other such liabilities.

10.2. ABF will indemnify, defend and hold harmless WebMD and its affiliates and its and their respective officers, directors, officers, employees, agents, successors and assigns with respect to any claim, suit, loss, liability, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that it is based upon: any third party claim that related to or arising from a breach of any of ABF’s representations, warranties obligations, covenants or agreements hereunder or the negligence or willful misconduct of ABF.

10.3. A party seeking indemnification hereunder shall give the party from whom indemnification is sought reasonably prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the indemnifying party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure. The indemnified party shall have the right to participate in the proceeding at its own expense.

Section 11. DISPUTE RESOLUTION

11.1 In an effort to resolve informally and amicably any claim or controversy arising out of or related to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, each party shall notify the other of any difference or dispute hereunder that requires resolution. ABF and WebMD shall each designate an executive officer to investigate, discuss and seek to settle the matter between them. If the two are unable to settle the matter within 30 days after such notification, or such longer time period as they shall agree upon, either party may initiate final and binding arbitration, in accordance with Section 11.2 to resolve such matter, which the parties agree is the sole and

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exclusive procedure for any such dispute, except as otherwise provided therein. All offers, promises, negotiations, conduct and/or statements, whether oral or written, made in the course of the settlement discussions contemplated by this Section 11.1 by any of the parties, their agents, employees, experts and/or attorneys are, and shall be deemed, confidential, and made executed and delivered solely for the purposes of settlement or compromise, and inadmissible for any purpose, including, without limitation, impeachment, in any arbitration or other proceeding involving the parties or any third parties, or in any court or forum whatsoever, provided however that the use of a statement or information as contemplated in a settlement under this Section 11.1 that would be admissible or discoverable shall not be rendered inadmissible or non-discoverable solely as a result of such use.

11.2 The following process shall be followed if, and after, the informal procedures in Section 11.1 above do not result in a resolution of the matter. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (collectively, a “Claim”), shall be determined by binding arbitration in New York, New York before three arbitrators. The arbitration shall be administered (including selection of the arbitrators) by JAMS (www.jamsadr.com) pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction permitted under the terms of this Section 11.1. In the event of any Claim under this Agreement or the enforcement of any right under this Agreement by either party, regardless of whether WebMD or ABF prevails, each party hereby agrees that it shall be responsible for all its own costs and expenses relating thereto, including the reasonable attorneys fees and expenses of attorneys and other professionals it may retain. The parties hereby agree to submit to the exclusive personal and subject matter jurisdiction and to the venue of the Supreme Court of the State of New York, County of New York, for all purposes associated with this Agreement, including the agreement to arbitrate, enforcing the agreement to arbitrate, and seeking provisional relief pending award and entering judgment upon the award. Nothing contained in this Section shall preclude the arbitrators from granting, where appropriate, injunctive or other provisional relief pending a final award. Notwithstanding the provisions of Section 11, either party may pursue any provisional remedy (including but limited to preliminary injunctive relief) to either restrain or mandate certain conduct in the courts designated in this

Section. The parties shall have the right to obtain such provisional injunctive relief from a court of law designated in this Section pending the determination and award in the arbitration proceeding. If JAMS is no longer available or is unwilling to accept the designation provided hereunder, the parties shall mutually agree upon a substitute professional neutral administrator to replace JAMS.

Section 12. MISCELLANEOUS

12.1 Nothing in this Agreement is intended to require either party to terminate existing contractual relationships with any third party, and such agreements shall remain in effect on the terms and conditions in existence as of the date hereof.

12.2 The parties hereto agree that irreparable damage would occur in the event any provision of the Agreement was not performed in accordance with the terms hereof and that the parties hereto shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

12.3 This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

12.4 Amendments to this Agreement shall be in writing and must be signed by both parties to be effective.

12.5 No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

12.6 All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by notice given in accordance with this Section 12.6.

If to Envoy/ABF:

Envoy Corporation
699 River Drive Center 2,
Elmwood Park, NJ 07407
Attn: General Counsel

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If to Master LLC:

c/o Envoy Corporation
699 River Drive Center 2,
Elmwood Park, NJ 07407
Attn: General Counsel

If to WebMD:

WebMD Health Corp.
111 Eighth Avenue
New York, NY 10011
Attn: General Counsel

or at such other address as may be substituted by notice given as herein provided.

12.7 No party shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto as hereinafter provided. In addition, in the event of any sale, transfer, change of control or other disposition, restructuring or reorganization of ABF, Envoy or Master LLC or their businesses (including by way of stock sale, by sale of all or substantially all its assets or by any other means or manner or structure) to a third party, Master LLC, ABF, Envoy and their businesses shall continue to be subject to the obligations applicable to it and its business under this Agreement. This Agreement shall remain in effect in accordance with its terms regardless of the percentage ownership, if any, that Emdeon holds of WebMD, and regardless of any sale, transfer, change of control or other disposition, restructuring or reorganization of Emdeon or WebMD or any of their respective businesses (including by way of stock sale, by sale of all or substantially all its assets or by any other means or manner or structure). The Purchaser agrees to ensure the compliance by ABF with ABF’s obligations hereunder.

12.8 No person other than the parties hereto and their successors and permitted assigns are intended or shall be deemed to be a beneficiary of this Agreement.

12.9 The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

12.10 If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and

provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

12.11 This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

12.12 The parties hereto are independent contractors engaged in the operation of their own respective business. Neither party is, or is to be considered as, the agent or employee of the other for any purpose whatsoever. Neither party has the authority to enter into contracts or assume any obligations for the other party or make any warranties or representations on behalf of the other party. Nothing in this agreement shall be construed to establish a relationship or joint venturers between the parties.

12.13 The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

12.14 Each party will use reasonable best efforts to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement.

12.15 Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereto hereby waive the benefit of any rule of law or any legal decision that would require, in cases of uncertainty, that the language of a contract should be interpreted most strongly against the party who drafted such language.

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Glossary

“Aggregate Data” will mean a set or compilation of data collected by WebMD from a group of End Users and that does not include any individual End User’s personally identifiable information.

“Contract Year” will mean, in respect of the first year, the twelve (12) month period commencing on the first Launch Date, and in respect of the second and successive years, the twelve month period commencing upon expiration of the preceding Contract Year.

“Customer” will mean any health plan or third party administrator with whom ABF has entered into an agreement whereby such health plan or third party administrator purchases ABF Services from ABF for its members and their dependents.

“Customized Page(s)” will mean an Internet site that (i) contains the Tools, (ii) is personalized and branded to incorporate ABF’s look and feel, including ABF Content and ABF Marks, in accordance with the specifications set forth in Schedule C, and (iii) is branded on each page with WebMD Marks.

“Data Interchange” will mean the electronic transmission of data between WebMD and ABF based upon WebMD’s data interchange specifications.

“End User” will mean an Participating Member and those dependents of any such Participating Member who have attained the age of eighteen (18).

“Enhancements” will mean updates to the Tools that are automatically added by WebMD to ABF’s implementation on the release date of the Enhancement for no additional charge to its customers generally.

“ABF Content” will mean the content and promotional material ABF from time to time provides to WebMD to use in connection with the Customized Pages, including, but not limited to, editorial and informational content, and the content specific to the look and feel of ABF’s navigational tool bars, etc.

“ABF Marks” will mean ABF’s trademarks, service marks, trade names, and logos.

“Launch Date” will mean the date of the closing of the transaction contemplated by the Agreement and Plan of Merger among Emdeon, Master LLC, EBS Holdco, Inc., MediFax-EDI Holding Company, EBS Acquisition LLC, GA EBS Merger LLC and EBS Merger Co.

“New Product” or “New Service” will mean modules, functions, products or services that are not covered under this Agreement on the Effective Date and that are added after the Effective Date.

“Participating Member” will mean an authorized member of Customer, included in the Customer’s monthly fee calculation, who is permitted to use the Tools through the Site by virtue of electing to utilize ABF’s electronic member-centric transaction services and any authorized member of a Customer referred to in Section 2.8(ii) who is eligible to access and permitted to use the Tools.

“PHI” will mean protected health information, which will have the meaning assigned to it in the Health Insurance Portability and Accountability Act of 1996 and implementing regulations.

“Reports” will mean End User Aggregate Data provided to ABF by WebMD as described herein.

“Tools” will mean those proprietary interactive online personal health management products and services (including the related databases and content), developed, implemented, and hosted by WebMD and provided to ABF hereunder to be made available at the Site(s) and for the End Users and more specifically identified in Section I and Section II of Exhibit A (and more detailed descriptions of each of the Tools set forth in Section I

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and II are set forth in Exhibit B).

“WebMD Marks” will mean WebMD’s trademarks, service marks, trade names, and logos.

“Promotional Material” will mean any promotional material that WebMD may provide to ABF in association with this Agreement.

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BY EXECUTING THIS MARKETING PLAN AGREEMENT BELOW, EACH PARTY INDICATES THAT IT HAS READ, UNDERSTANDS AND AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT, INCLUDING THE ATTACHED TERMS AND CONDITIONS.

WebMD Health Corp:
By:	/s/ Douglas W. Wamsley
	Douglas W. Wamsley
	Executive Vice President

EBS Master LLC
By: EBS Holdco, Inc., its sole member

By:	/s/ Charles A. Mele
	Charles A. Mele
	Executive Vice President

Advanced Business Fulfillment LLC:
By:	/s/ Charles A. Mele
	Charles A. Mele
	Executive Vice President

ENVOY Corporation:
By:	/s/ Charles A. Mele
	Charles A. Mele
	Executive Vice President

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