{"id":43444,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/letter-of-agreement-healtheon-corp-webmd-inc-and-microsoft.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-of-agreement-healtheon-corp-webmd-inc-and-microsoft","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/letter-of-agreement-healtheon-corp-webmd-inc-and-microsoft.html","title":{"rendered":"Letter of Agreement – Healtheon Corp., WebMD Inc. and Microsoft Corp."},"content":{"rendered":"
\n\nMay 19, 1999\n\n\n\n\nMike Long\nChief Executive Officer\nHealtheon Corporation\n4600 Patrick Henry Drive\nSanta Clara, CA 95054\n\nDear Mike:\n\n         This letter of agreement (\"LOA\") is entered into as of May 19, 1999\n(\"Effective Date\") and sets out the principal terms and objectives and\nobligations of Healtheon Corporation (\"Healtheon\"), WebMD, Inc. (\"WebMD\") and\nMicrosoft Corporation (\"Microsoft\") with respect to the strategic relationship\nwhich will exist between the parties in the event that Healtheon acquires WebMD\n(with whom Microsoft has existing contractual and equity relationships),\npursuant to an Agreement and Plan of Reorganization under negotiation as of the\ndate of this LOA or otherwise ( the \"H-W Transaction\"). All of the terms set\nforth in this LOA will need to be memorialized in a definitive written\nagreement(s) (the \"Agreement\") satisfactory in form and substance to each\nparty. The legal obligations of each party with respect to the terms and\nconditions set forth in this LOA will be solely as specified in this LOA. Each\nparty agrees to work together in good faith with the goal of concluding such\nAgreement no later than May 30, 1999 or such other time as the parties mutually\nagree. This LOA shall be legally binding until such time as the parties execute\nthe Agreement or such other time as the parties may mutually agree, provided\nthat if negotiations are terminated following the public announcement that the\nH-W Transaction will not proceed, this LOA will have no legal effect.\n\n1.       DEFINITIONS.\n\n         1.1      \"ASSIGNEE\" means Healtheon, or in the case of a merger between\nHealtheon and WebMD or some other process by which Healtheon is not the parent\ncompany resulting from the H-W Transaction, that H-W Entity.\n\n         1.2      \"HEALTHEON SITE\" means the Healtheon Web site currently \nlocated at the URL http:\/\/www.healtheon.com or any successor site(s) or\nversion(s) (e.g., localized for an international market, distributed to a\nspecific user group, etc.) thereof, including but not limited to the Healtheon\nConsumer Site and the Healtheon Professionals Section.\n\n         1.3      \"HEALTHEON CONSUMER SITE\" shall mean that part of the \nHealtheon Site currently located at the URL http:\/\/www.healtheon.com or any\nsuccessor site(s) or version(s) thereof which is directed at a consumer market.\n\n         1.4      \"HEALTHEON PROFESSIONALS SECTION\" shall mean that part of the\nHealtheon Site currently located at the URL http:\/\/www.healtheon.com or any\nsuccessor site(s) or version(s) thereof that targets medical professional\nmarket.\n\n         1.5      \"H-W ENTITY\" means the parent company resulting from the H-W\nTransaction (which is expected to be Healtheon) in the event the H-W\nTransaction results in a parent-subsidiary structure; otherwise, H-W Entity\nmeans the surviving legal entity following the closing of the H-W Transaction,\nor the acquiring party in the event that the H-W Transaction is structured as a\npurchase of assets.\n\n2.       ASSIGNMENT OF DISTRIBUTION AND CROSS PROMOTION AGREEMENT. Healtheon,\nMicrosoft and WebMD agree that upon closing of the H-W Transaction and\ncompletion of all necessary regulatory requirements (a) WebMD will \n    \n\n>PAGE>   2\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \nassign to the Assignee, all of WebMD's rights and obligations under the\nDistribution and Cross Promotion Agreement dated as of May 7, 1999 between\nMicrosoft, WebMD, WebTV and MSNBC (\"WebMD Agreement\"), (b) the Assignee will\naccept such assignment and all such obligations thereunder, except as modified\nunder this LOA or as otherwise agreed by Microsoft, (c) the Assignee will be\nfully and solely responsible for all obligations of WebMD under the WebMD\nAgreement, and (d) all references in the WebMD Agreement to WebMD will mean\nAssignee and all references in this LOA to Healtheon shall mean Assignee.\nMicrosoft agrees to approve and secure such other agreements as are necessary\nto approve (as required to satisfy the requirements of Section 18.3 of the\nWebMD Agreement) such assignment by WebMD. Each party agrees to execute such\ndocuments as are necessary to give effect to the foregoing and such in a form\nas mutually agreed between the parties.\n\n3.       MODIFICATIONS TO THE WEBMD AGREEMENT. Effective upon the closing of the\nH-W Transaction, the parties hereby amend the WebMD Agreement as set forth\nbelow. In the event of any inconsistency between the provisions of the WebMD\nAgreement and this LOA, the provisions of this LOA shall control:\n\n         3.1      All obligations with respect to the WebMD Site, e.g., as set \nforth in Sections 3.2 (Internet Access), 3.4 (Other Microsoft Properties), and\n3.5 (MSN Module) of the WebMD Agreement, as such may be modified by this LOA,\nwill apply to both the WebMD Site and to the Healtheon Site and any successors\nor parts thereof.\n\n         3.2      With respect to and without limiting anything contained in \nSection 3.3 of the WebMD Agreement, in the event that Microsoft elects to\ncreate a combined health care-related directory for the Health Channel (as\ndefined in the WebMD Agreement), Healtheon's health care-related directory\nlistings shall also be made available for inclusion in such directory.\n\n         3.3      Without limiting anything contained in the WebMD Agreement, \nwith respect to any rights Microsoft, MSNBC and\/or WebTV has with respect to\nthe WebMD Consumer Site (as defined in the WebMD Agreement), Microsoft, MSNBC\nand\/or WebTV shall also have such rights with respect to the Healtheon Consumer\nSite (e.g., the Health Channel (as defined in the WebMD Agreement) shall\ninclude content, features, technology and the like from the Healtheon Consumer\nSite) subject to any agreements Healtheon or WebMD has with third parties in\nexistence as of the Effective Date. Without limiting anything contained in the\nWebMD Agreement, with respect to any rights Microsoft, MSNBC and\/or WebTV has\nwith respect to the WebMD Medical Professionals Section (as defined in the\nWebMD Agreement), Microsoft, MSNBC and\/or WebTV shall also have such rights\nwith respect to the Healtheon Professionals Section to the extent that\nHealtheon is able to provide such rights under its agreements with third\nparties in existence as of the Effective Date. In all agreements executed with\nthird parties after the Effective Date, Healtheon shall exercise best efforts\nto obtain the foregoing rights for Microsoft, except that, Healtheon's\nobligation as set forth in this Section 3.3 shall not apply to content,\nfeatures and technology that it may create for a custom project so long as such\ncontent, features and technology are not included on the Healtheon Site or\nWebMD Site. In addition, Healtheon will provide significant online and offline\npromotional opportunities surrounding the successful positioning and launch of\nHealtheon's Community Directory Services (\"CDS\"). CDS is defined as a regional\ndirectory and information service comprising physicians and healthcare\ninstitutions that will include a vehicle for health care institutions and\nproviders to publish information about themselves to the local community,\naffording them the opportunity to interact directly with consumers; it will\ninclude the ability for MSN-generated consumers and professionals to link to\nhealthcare transactions on the Healtheon website, thereby creating a\ntransaction revenue stream for MSN. This ability to do a locally-directed\nsearch which facilitates consumer to physician transactions and communications\nwill be unique to the CDS exclusively distributed on MSN; provided, however,\nthat Healtheon may offer the CDS on the Healtheon Site, but may not offer or\nprovide the CDS to any third party sites. Within the proposed CDS, Healtheon\nwill enable broader e-commerce capabilities to complement the core Healtheon\ntransaction sets. This includes linking the participating CDS firms with a\nbuying\/selling environment for supplies, services and goods. Participation in\nthe broader CDS will be key to driving commerce within the Mall area of the MSN\nSite and in Microsoft's discretion, within the Mall area of the Healtheon site,\nwhich, in Microsoft's discretion, shall also be accessible and promoted from\nthe Health Channel or other Microsoft Internet properties.\n    \n   \n         3.4      TRANSACTION REVENUES. In addition to those amounts set out in \nthe WebMD Agreement, Healtheon will pay Microsoft a royalty in consideration of\nMicrosoft's distribution of the Health Channel and other Healtheon consumer and\nbusiness to business services. Such royalty shall be equal to 15% of Healtheon\n\"Net Transaction Revenues\" for \"Electronic Transactions\" that originate on the\nHealth Channel or other Microsoft \n    \n\n\n\n                                       2\n>PAGE>   3\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\nproperties. \"Electronic Transactions\" means electronic transactions between\nhealthcare institutions (e.g. payers and providers) or between consumers and\nhealthcare institutions, and suppliers and healthcare institutions such as, but\nnot limited to, claims submissions, claims status inquiries and eligibility\ninquiries. Electronic Transactions will include the EDI transaction set\ncurrently processed by Healtheon and any additions to that transaction set that\nHealtheon may make during the term of the WebMD Agreement. The parties will\nprepare and agree upon a written schedule listing all Electronic Transactions\nand update such schedule from time to time as new transactions become\navailable. \"Net Transaction Revenues\" means the gross fees paid to Healtheon\nfor such transactions less direct, variable expenses paid to third parties\nincurred to process such transactions. Specific examples of these expenses\ninclude:\n\n   \n                  a.       Commercial EDI Claim: PMS vendor transmits claim\n                           from provider office to Healtheon; Healtheon pays\n                           PMS vendor $.10 for such claim; Healtheon routes\n                           claim on to commercial insurance company; Insurance\n                           company pays Healtheon $.35 for such transaction.\n                           Healtheon has gross fees for such transaction of\n                           $.35, direct variable expenses paid to third parties\n                           of $.10, and Net Transaction Revenues\" of $.25.\n\n                  b.       Medicare EDI Claim: PMS vendor transmits claim to\n                           Healtheon; PMS vendor pays Healtheon $.30 to accept\n                           such claim; Healtheon routes claim to clearinghouse;\n                           Healtheon pays clearinghouse $.10 to accept such\n                           claim. Healtheon has gross fees of $.30, direct\n                           variable expenses of $.10, and Net Transaction\n                           Revenues of $.20.\n\n                  c.       Laboratory Transaction: Provider office transmits\n                           order for clinical lab test to Healtheon; Healtheon\n                           transmits order to Clinical Lab; Clinical Lab\n                           transmits result to Healtheon; Healtheon transmits\n                           results to provider. Clinical Lab pays Healtheon\n                           $.40. No third party fees are paid. Net Transaction\n                           Revenues are $.40.\n\n         3.5      Healtheon shall exercise best efforts to meet the obligations \nas specified in the Migration Plan to be developed pursuant to Section 11\nbelow. In the event that Healtheon fails to meet its obligations under the\npreceding sentence, Microsoft shall notify Healtheon of such failure and\nHealtheon shall have a 90 day period in which to cure such failure. For\npurposes of this Section 3.5, \"cure\" shall mean that Healtheon has demonstrated\nsubstantial visible progress toward the goals as outlined in the Migration\nPlan. If, at the end of such 90 day cure period, Healtheon has failed to cure\nsuch failure, Microsoft shall have the right to immediately suspend its\nobligation under Section 12.2(a) of the WebMD Agreement to pay the positive\ndifference between the applicable Year Guarantee (i.e. the First Year\nGuarantee, Second Year Guarantee, etc.) and WebMD's portion of the Microsoft\nRevenues until such time as Healtheon has cured such failure (the \"Suspension\nPeriod\"). For each day of a Suspension Period, the applicable Year Guarantee\nshall be reduced by 1\/365th and such amount shall be forfeited by Healtheon.\nThe remedy provided for in this Section 3.5 is not meant to waive any other\nrights or remedies available at law or equity.\n\n         3.6      In addition to and without limiting anything contained in \nSection 2.5 of the WebMD Agreement, Healtheon agrees not to provide the CDS or\nany part thereof to any third party, for distribution on the Internet, without\nMicrosoft's prior written consent. Further, in the event that Healtheon enters\ninto an agreement with any other third party to provide consumer health-related\ncontent for distribution on the Internet, Healtheon agrees to provide Microsoft\nwith thirty (30) days prior written notice before the launch of such consumer\nhealth-related content on the Internet, and Healtheon shall not offer such\nthird parties consumer health-related content that has not also been previously\nor concurrently made available to Microsoft. Nothing in this Section 3.6 is\nintended to prevent Healtheon from placing advertisements on the Top Ten Portal\nSites or other third party sites. Microsoft shall have the right to distribute\nHealtheon's Community Directory Service, but shall not be obligated to include\nit on any Other Microsoft Properties (as defined in Section 3.12 below).\n    \n\n         3.7      BASIC MEMBERSHIP FEE. Section 1.25 of the WebMD Agreement is \namended to read as follows:\n\n   \n         \"BASE MEMBERSHIP FEE\" shall mean the lesser of (i) $29.95 per month or\n         (ii) the lowest rate that WebMD offers WebMD Memberships to any other\n         third party (including without limitation to other third party\n         sponsors) during the Term of this Agreement (excluding third party\n         agreements for lower rates executed prior to the Effective Date).\n    \n\n\n                                       3\n>PAGE>   4\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n         3.8      WEBMD ADVERTISING\/SPONSORSHIP REVENUES. The parties agree that\nWebMD Advertising\/Sponsorship Revenues, WebMD Upsell Revenues, and WebMD\nE-Commerce Revenues do not include the Base Membership Fees (or similar\nmembership fees, however they may be structured in the future; provided,\nhowever, that the definition of such membership fees may not be the same or\nsubstantially similar to the definitions of WebMD Upsell Revenue, WebMD\nE-Commerce Revenue or WebMD Advertising Sponsorship Revenues as defined in the\nWebMD Agreement) paid by End User Members, or paid by Microsoft, DuPont or\nother underwriters of WebMD memberships.\n\n         3.9      HEALTH CHANNEL REQUIREMENTS. The parties agree to the \nfollowing points of clarification, which shall override any conflicting\nprovisions of the WebMD Agreement:\n\n                  3.9.1    Healtheon may create custom web sites or portals for\n         its healthcare institution customers (for example, without limitation,\n         providers such as Baylor Healthcare or payers such as United\n         Healthcare), and Healtheon will not be required to provide to\n         Microsoft or notify Microsoft of the content or features of such\n         custom web sites. Healtheon will promote Microsoft technology to its\n         customers, including the use of Microsoft platforms for such custom\n         web sites. Healtheon will advise Microsoft on the extent of Healtheon\n         customer usage of Microsoft technology on an aggregate basis to the\n         best of Healtheon's knowledge. By way of example, Healtheon will\n         provide Microsoft with a list of names of those customers for whom\n         Healtheon builds such custom web sites or portals based on Microsoft\n         technology, including what percentage of all custom web sites and\n         portals built by Healtheon such customers represent, subject to any\n         confidentiality obligations of Healtheon.\n\n                  3.9.2    In the event that Healtheon desires to offer to third\n         parties advertisements and sponsorships on the Health Channel, it\n         shall notify Microsoft of such desire and the parties shall meet to\n         discuss Healtheon's proposal in this regard. The parties shall agree\n         in advance in writing on a plan detailing agreed upon packages and\n         sales plans for such advertisements and sponsorships. Nothing in this\n         Section 3.9.2 is intended to impair or in any way diminish Microsoft's\n         rights under Section 6.1 of the WebMD Agreement.\n\n         3.10     INTERNATIONAL DISTRIBUTION. The parties agree that the \nprovisions of Section 2.3 of the WebMD Agreement apply only to markets outside\nof the United States.\n\n         3.11     USER INFORMATION.\n\n                  3.11.1   OWNERSHIP\/USE. Microsoft and Assignee shall jointly\n         own any and all User Information collected by either party from Users\n         of the Health Channel and the party collecting such User Information\n         will use commercially reasonable efforts to obtain from such Users the\n         right to share such User Information with the other party, provided\n         that each such User shall in all cases be given the right to opt out\n         of any use (including sharing between the parties) of any of such\n         Users' Personal Information. Microsoft and Assignee shall jointly own\n         any and all User Information collected from (a) all Users of the WebMD\n         Consumer Site and Healtheon Consumer Site whose use of either such\n         site originated on the Health Channel or any MSN Site, (b) all End\n         User Members with Microsoft-sponsored WebMD Memberships, and (c)\n         relating to End User Members who receive WebMD Memberships through\n         Microsoft or Microsoft distribution partners, provided that they party\n         collecting such User Information will use commercially reasonable\n         efforts to obtain from such Users the right to share User Information\n         with the other party, provided further that (i) each such User shall\n         in all cases be given the right to opt out of any use (including the\n         sharing between the parties) of any of such Users' Personal\n         Information. The collecting party of any such User Information\n         described herein shall provide such User Information to the other\n         party on a monthly basis in such format as reasonably requested by\n         such other part. As between the parties, each party may use the User\n         Personal Information in its possession solely for the purpose of\n         fulfilling the product or service for which the information was\n         collected and otherwise as requested by a User concerning such User's\n         Personal Information, provided, however, that subject to any such User\n         request all User Information shall be treated in the same fashion as\n         Confidential Information pursuant to Section 10 below and\n         specifically, without limitation, shall not be provided to any third\n         party nor used on behalf of any third party, including but not limited\n         to, for promoting or advertising any third party, without the other\n         party's prior written consent. Notwithstanding the foregoing, each\n         party hereby approves the other party using and providing to \n\n\n                                       4\n>PAGE>   5\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n         third parties Aggregate Information to be used in research projects\n         and statistical reporting. Any other use of the User Information\n         during the Term shall be by mutual agreement of the parties. As\n         between the parties, upon termination of this Agreement, (x) each\n         party may retain the User Information in its possession and no party\n         shall restrict the other's use in any way and (y) the collecting party\n         shall provide to the other party all User Information pertaining to\n         the MSN Users of the WebMD Health Communities (as defined in Section\n         3.7 of the WebMD Agreement).\n\n                  3.11.2   Notwithstanding anything contained in sub-Section\n         3.11.1 above, (i) neither party shall be required to provide User\n         Information to the other party if doing so would violate the End\n         User's instructions, applicable laws or regulations, (ii) Healtheon\n         will not be required to provide to, or to attempt to obtain User\n         consent to provide to, Microsoft, WebTV or MSNBC any information that\n         is subject to HIPAA or any other law or regulation pertaining to the\n         protection of medical records, and (iii) subject to subsection\n         3.11.2(i) and (ii), Healtheon shall use best efforts to provide\n         Microsoft with all User Information associated with non-medical record\n         Internet and Web site usage, CDS, health communities directory, and\n         use relating to any Microsoft provided services including but not\n         limited to, Other Microsoft Internet Services, Other Microsoft\n         Properties, MSN IA, Passport, and WebMD Health Communities.\n\n                  3.11.3   Except where the parties jointly use the User\n         Information (and thus jointly obtain the user's permission and are\n         jointly responsible for such use), each party shall be responsible for\n         ensuring that its own use of the User Information (i) complies with\n         all User consent requirements, including but not limited to as\n         provided in Section 3.11.4 below, and (ii) complies with all\n         applicable laws and regulations, including concerning the security,\n         confidentiality, use or possession of User Information.\n\n                  3.11.4   CONSENT. In addition to the foregoing, any \n         collection, disclosure or use of Personal Information by either party\n         shall be subject to the User's consent, and the business practices and\n         User privacy policies of the site from which it is collected (e.g.,\n         the Health Channel, an MSN Site, WebMD Consumer Site or Medical\n         Professionals Section). The business practices and policies of each\n         such site shall permit, as their default, the collecting party to\n         grant the other party the rights required by this Section 3.11, unless\n         the User specifically requests otherwise, and in all cases shall\n         comply with any applicable laws governing the collection,\n         dissemination and use thereof. \"Consent\" as used in this Agreement\n         shall mean the approval of an adult, and in the case of minor\n         children, the approval of the child's parent or legal guardian. WebMD\n         and Microsoft shall mutually agree on the Health Channel user\n         interface for the collection of Personal Information. Microsoft shall\n         determine the privacy policy for the Health Channel. Assignee shall\n         determine the privacy policy for the WebMD Site and Healtheon Site.\n\n   \n         3.12     OTHER MICROSOFT PROPERTIES. Except as prevented by any \ncontracts between Healtheon and third parties existing as of the Effective\nDate, Healtheon agrees that Microsoft and its affiliates shall be the sole\nproviders of consumer Internet information and services for the Healtheon Site\nand WebMD Site (including specifically without limitation the Non-Health\nRelated Section and the Health Related Section), in all areas for which\nMicrosoft or its affiliates owns or controls such content, features or\nservices, etc. as of the Effective Date (the \"Other Microsoft Properties\"). As\nof the Effective Date, the Other Microsoft Properties shall be deemed to\ninclude travel (e.g., Microsoft Expedia), automotive (e.g., Carpoint), real\nestate (e.g., Home Advisor), money, investing and finance (e.g., Money,\nInvestor), entertainment and directories (e.g. Sidewalk including but not\nlimited to MSN Yellow Pages), reference (e.g., Encarta), movies (e.g.,\nSidewalk), news (e.g., MSNBC), email (e.g., Hotmail), messenger, (e.g., MSN\nMessenger Service), calendar (e.g., Microsoft Calendar), search (e.g., MSN Web\nSearch), chat (e.g., Microsoft Chat), personal web pages, and community\ntechnology; provided that Healtheon may elect in its sole discretion not to\nprovide content, features or services for any area. For content, features or\nservices for areas not included in the Other Microsoft Properties (\"New\nMicrosoft Properties\"), if Microsoft or its affiliates make publicly available\nsuch content, features or services before Healtheon, Healtheon agrees that,\nwhere commercially reasonable, Microsoft and its affiliates shall be the sole\nproviders of such New Microsoft Properties for the Healtheon Site and WebMD\nSite. For purposes of the immediately preceding sentence, \"commercially\nreasonable\" shall mean those situations where Healtheon (1) has already made\nsubstantial progress toward an alternate solution and (2) has previously made a\nsignificant investment in or contractual commitment to that alternative\nsolution. For New Microsoft Properties that Microsoft or its affiliates make\npublicly available after Healtheon makes publicly available substantially\nsimilar content, features or services, Microsoft and its affiliates shall be\nthe sole providers of such new Microsoft Properties for the Healtheon Site and\nWebMD Site only upon mutual agreement of the parties. \n    \n\n\n                                       5\n>PAGE>   6\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \nThe foregoing shall exclude, however, any Microsoft content, features, or\nservices that are predominantly health care related, unless mutually agreed\nupon by the parties. Except as prevented by any contracts in existence as of\nthe Effective Date, in the event that Healtheon makes available to end users\nany non-web-based email technology, whether through the distribution of work\nstations or otherwise, Microsoft shall be the sole provider of such technology\nfor such distribution and shall provide such technology under standard terms\nand conditions for such distribution; provided that such Microsoft technology\nbe Microsoft Outlook or such other Microsoft technology designated by\nMicrosoft. Without limitation, being the \"sole provider\" means that Healtheon\nshall not place, distribute, advertise, market, link to, refer to or otherwise\ninclude the content, features or services, etc. of any party other than\nMicrosoft.\n    \n\n         3.13     MSN MODULE. The provisions of Section 3.5 of the WebMD \nAgreement do not apply to the Medical Professionals Section of the WebMD Site\nor Healtheon Site.\n\n   \n         3.14     DISTRIBUTION OF MEDICAL PROFESSIONALS SECTION. Exhibit J-1 of \nthe WebMD Agreement is amended by deleting Healtheon and IBM from such Exhibit.\nIn the event that Healtheon determines that it will outsource its data center,\nHealtheon agrees that Microsoft may nominate vendors to bid on such opportunity\nand that Healtheon will provide such vendors a reasonable and equal opportunity\nto bid. In addition, the last sentence of Section 11.2(c) of the WebMD\nAgreement is hereby modified to read as follows:\n    \n\n         In addition, in the event that the parties mutually agree to allow a\n         third party to host WebMD Offerings, WebMD hereby licenses to\n         Microsoft and\/or such third party all such rights as are necessary to\n         permit Microsoft and such third parties to use, copy, execute,\n         display, perform, distribute, transmit, and\/or broadcast the agreed\n         upon WebMD Offerings as necessary for Microsoft and\/or such third\n         party(ies) to host such WebMD Offerings.\n\n   \n         3.15     WEBMD ADDITIONAL PAYMENTS. In order to resolve an ambiguity in\nthe wording of Section 12.3 of the WebMD Agreement, the parties agree that the\namount on which the 25% commission is paid under Section 12.3 is capped at the\napplicable yearly guarantee and the commission is thereby capped at 25% of the\napplicable yearly guarantee.\n    \n\n         3.16     PAYMENTS FOR MICROSOFT SPONSORSHIP COMMITMENT. Section 12.4(a)\n(iv) of the WebMD Agreement is hereby amended to read as follows:\n\n                  the amount of Distribution Payments due from WebMD to\n                  Microsoft in accordance with Section 12.5 below.\n\n         3.17     WARRANTIES. (a) Subsection 14.1(ii) of the WebMD Agreement is \namended to read as follows:\n\n                  except for those agreements identified in Exhibit F attached\n                  hereto, it has not previously and will not grant any rights\n                  to any third party that are inconsistent with the rights\n                  granted to Microsoft, MSNBC and\/or WebTV herein;\n\n                  (b) Subsection 14.1(vii) is amended to read as follows: (vii)\n                  the WebMD Content, to the best of WebMD's knowledge after\n                  reasonable inquiry, is factually accurate and does not\n                  contain any information, instruction or formula that might be\n                  injurious to anyone's physical well-being, and that it does\n                  not, and its use by Microsoft as permitted in this Agreement\n                  will not, defame or disparage any third party.\n                  Notwithstanding the foregoing, the parties acknowledge that\n                  Healtheon's failure to review content provided by Healtheon\n                  or WebMD for accuracy (including, but not limited to, medical\n                  content) shall not constitute a breach of this Section\n                  14.1(vii); provided, however, that nothing in this Section\n                  14.1(vii) is intended to, nor shall it, in any way lessen or\n                  otherwise impact Healtheon's warranty or indemnification\n                  obligations set forth in Section 14.3 below.\n\n         3.18     CONTENT SPECIFICATIONS. It is understood that the provisions \nof Exhibit A-1 of the WebMD Agreement do not apply to the Medical Professionals\nSection of the WebMD Site or Healtheon Site.\n\n\n                                       6\n>PAGE>   7\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n   \n    \n\n4.       MICROSOFT ONLINE ID PROGRAM. Healtheon agrees to test, evaluate, and \nuse, take sign ups for and accept the IDs for Microsoft's proprietary\nauthentication service (\"Microsoft Passport\") on both the Health Channel (as\nprovided in the WebMD Agreement) and on the Healtheon Site and the WebMD Site,\nand all of WebMD's existing profiling and authentication mechanisms will also\ntake sign ups for and accept the IDs for Passport. Healtheon shall use\nMicrosoft Passport in accordance with the terms of the then-current Microsoft\nOnline ID Evaluation Program Agreement attached hereto as Exhibit A and such\nfurther standard terms and conditions that are offered from time to time in\naddition to or as a replacement for those currently contained in such\nagreement. The parties acknowledge and agree that Healtheon may accept other\nauthentication mechanisms on the Healtheon Site and WebMD Site. Healtheon\nagrees, however, that Microsoft Passport will be the only authentication\nmechanism distributed (i.e., take sign ups) on the Health Channel (as provided\nin the WebMD Agreement) and on the Healtheon Consumer Site and WebMD Consumer\nSite other than any Healtheon proprietary authentication mechanisms existing as\nof the Effective Date or as mutually agreed between the parties. Healtheon's\nobligations under this Section 4 shall extend to any localized WebMD Consumer\nSite, to the extent that a localized version of Passport is available for the\nrelevant market. In the event that Healtheon reasonably believes that Microsoft\nPassport does not meet its reasonable quality and service standards, or that it\nfails to comply with identified legal requirements, Healtheon shall notify\nMicrosoft of the details of such concerns and Microsoft shall have ninety days\nin which to resolve such concerns. In the event that Passport does not meet\nsuch reasonable quality and service standards or Microsoft determines, in its\nsole discretion, that it is not commercially reasonable to modify Passport in\nsuch a manner as to resolve such concerns, then Healtheon shall be permitted to\ndistribute and accept other mechanisms for the purposes identified in\nHealtheon's notice to Microsoft on the WebMD Site or the Healtheon Site.\n\n5.       OTHER MICROSOFT INTERNET SERVICES. Except as prevented by any contracts\nbetween Healtheon and third parties existing as of the Effective Date, upon\nnotice from Microsoft that any such service or technology is available for\ndistribution, Healtheon agrees, as soon as commercially feasible, to\nprominently implement on the Healtheon Site, and prominently provide end users\nwith access from the Healtheon Site to, each Microsoft Internet service and\ntechnology that is available on the MSN Site as of the Effective Date,\nincluding, but not limited to services and technologies included within the\nOther Microsoft Properties, a Microsoft business, e-commerce, communication\nservice and technology, which includes a common format and process for\nexchanging products, business information, promotional information and other\nbusiness data over the Internet, and a Microsoft web hosting service and\ntechnology, which includes software and tools that enable web site creation and\nhosting, and all other Microsoft Internet services not otherwise specifically\naddressed in other Sections of this Agreement that are available on the MSN\nSite as of the Effective Date (\"Other Microsoft Internet Services\") pursuant to\nMicrosoft's standard user interface and distribution terms. For services or\ntechnologies not included in the Other Microsoft Internet Services (\"New\nMicrosoft Internet Services\"), if Microsoft or its affiliates make publicly\navailable such services or technology before Healtheon, Healtheon agrees that,\nwhere commercially reasonable, Microsoft and its affiliates shall be the sole\nproviders of such New Microsoft Internet Services for the Healtheon Site and\nWebMD Site. For purposes of the immediately preceding sentence, \"commercially\nreasonable\" shall mean those situations where Healtheon (1) has already made\nsubstantial progress toward an alternate solution and (2) has previously made a\nsignificant investment in or contractual commitment to that alternative\nsolution. For New Microsoft Internet Services that Microsoft or its affiliates\nmake publicly available after Healtheon makes publicly available substantially\nsimilar services or technology, Microsoft and its affiliates shall be the sole\nproviders of such new Microsoft Internet Services for the Healtheon Site and\nWebMD Site only upon mutual agreement of the parties. To such end, Microsoft\nshall provide Healtheon with such materials, technology and support as it\nroutinely provides to other third parties distributing such technologies. In\nthe event that Healtheon offers Other Microsoft Internet Services or New\nMicrosoft Internet Services on the Healtheon Site in accordance with the\nforegoing, Healtheon shall not promote any competing technology on the\nHealtheon Site, other than during a commercially reasonable transition period\nfor discontinuing any such promotion. Healtheon's obligations under this\nSection 5 are subject to Healtheon's contractual obligations existing as of the\nEffective Date, and shall extend to any version of the Healtheon Site localized\nfor any international market and to any version(s) of the Healtheon Site, to\nthe extent that a localized version of any Other Microsoft Internet Service(s)\nor New Microsoft Internet Service(s) is available for the relevant market.\nHealtheon shall develop, maintain, and host that which is necessary and\nreasonably requested by Microsoft to implement the services and technologies\nspecified in this Section 5. Upon mutual agreement, the parties shall work\ntogether and with appropriate third parties to create appropriate industry\nstandards.\n\n6.       SECURE MESSAGING AND NOTIFICATION SERVICES. The parties agree that \nwithin thirty days of the Effective Date, they will meet to discuss and\ndetermine whether to create a mutually agreed plan pursuant to which they will\n\n\n                                       7\n>PAGE>   8\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n   \n    \n\npursue opportunities for Healtheon in the following areas: (i) offering of\nHealtheon's secure messaging service to HotMail users; and (ii) joint\ndevelopment and provision of notification services (e.g., schedule an\nappointment, prescription refill reminders) to Health Channel users, including\nintegration of such services into other MSN properties such as personalization\nservices and Hotmail.\n\n7.       MICROSOFT ADCU OBJECTIVES.\n\n         7.1      PRESS RELEASE. Consistent with the technology and platform\ncommitments made in the WebMD Agreement, simultaneously with the announcement\nof the H-W Transaction or at such other time as Microsoft and Healtheon\nmutually agree, Microsoft and Healtheon will jointly develop a public press\nrelease announcing Healtheon's long-term commitment to Microsoft's technology\nand platform and articulating the benefits of building a healthcare portal and\ntransaction solution on Microsoft technology. In addition, Healtheon agrees to\nissue additional subsequent press releases and public announcements pertaining\nto successes or milestones of events utilizing Microsoft technology no less\nfrequently than once per quarter or as otherwise mutually agreed between the\nparties, provided that such releases shall be at a time and in a form mutually\nagreed between the parties.\n\n         7.2      ISV INTEGRATION. Understanding that Microsoft currently works \nwith over 460 healthcare independent software vendors (\"ISVs\"), Microsoft and\nHealtheon agree to cooperate in good faith to develop a plan (\"Plan 1\") for\nintegrating existing ISV applications and systems for transaction processing\ninto the Healtheon solution for health care (including but not limited to use\nof the Healtheon Site and Healtheon healthcare transaction solutions) (i.e., to\nmake compatible with the back end Healtheon technology). The Plan 1 will be\ncompleted within thirty (30) days of the Effective Date and will incorporate\nthe following components:\n\n   \n                  7.2.1    A clear value proposition to ISVs that positions\nHealtheon, to the extent reasonably possible consistent with Healtheon's\nbusiness plan, as a healthcare web portal providing content, community, and\nservices. In the event that Microsoft reasonably determines that Healtheon's\nowning (whether through building or acquiring) any line of business application\ndesigned to replace (rather than supplement or interface to) traditional\nsoftware applications falling within one or more of the Core Categories is\ncontrary to the parties' goals and intent with regard to the ISVs under the\nWebMD Agreement and this Agreement, Microsoft shall notify Healtheon of such\ndetermination. Microsoft shall notify Healtheon of such determination within 15\ndays after Healtheon notifies Microsoft of Healtheon's intent to build or\nacquire any such line of business application. The parties shall have a 45-day\nperiod following notice of such determination in which to work together to\nreach consensus on whether the particular line of business application\nmaterially conflicts with such goals and intent and how to resolve such\nconflict. If Healtheon becomes the owner of a line of business application in a\nCore Category as a result of a business acquisition, merger or other business\ncombination, the resolution of such conflict would include a reasonable\ntransition period of 180 days for Healtheon to harmonize such line of business\napplication with the objectives of this agreement or dispose of such\napplication; provided, however, that Microsoft shall have the right to notify\nthird parties of the resolution at any point following the 45th day of such 180\nday period. The preceding sentence shall not impact Microsoft's termination\nright set out below if the parties are unable to resolve the conflict within\nthe 45-day period. \"Core Categories\" is defined to mean (1) Hospital Based\nApplications: patient accounting, medical records, enterprise resource\nplanning, pharmacy laboratory, radiology, and materials management; (2)\nPhysician Practice Management Applications: billing and scheduling; (3)\nElectronic Medical Records (defined as the legal electronic clinical documents\nused by clinicians within healthcare organizations); and (4) Managed Care\/Payor\nClaims Administration Solutions. In the event that by the end of such 45-day\nperiod, the parties are unable to reach agreement on a resolution, Microsoft\nshall have fifteen days immediately following the end of such 45-day period in\nwhich to exercise its right to terminate this Agreement and the WebMD\nAgreement. In the event that Microsoft exercises such termination right, the\nparties shall cooperate in good faith for 120 days following the date on which\nMicrosoft exercises such right to wind down the parties' relationship,\nincluding without limitation, working to notify customers, transferring end\nusers in the event of any kind of joint relationship, agreeing on joint\nmessaging and press releases.\n    \n\n                  7.2.2    A tiered approach to the market based on the ISVs \nvalue to Healtheon and Microsoft moving forward.\n\n                  7.2.3    A mutually agreed upon list of the top ISVs in the \nacute, ambulatory, and payor segments and PMS vendors.\n\n\n                                       8\n>PAGE>   9\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n   \n    \n\n                  7.2.4    The details of a road show where both Healtheon and\nMicrosoft meet with each of the agreed strategic ISVs to present the value\nproposition and obtain ISV commitments.\n\n                  7.2.5    A rapid integration methodology (outlined in the\nSection 11 below (MCS and Technology Commitments)) that provides value to the\nISVs moving forward.\n\n                  7.2.6    A detailed joint Microsoft and Healtheon proposal to \nbe presented to the ISVs regarding how to integrate the Healtheon solution for\nhealthcare (including but not limited to use of the Healtheon Site and\nHealtheon healthcare transaction solutions) into the ISVs' line of business\napplications and offering the ISVs a Microsoft software subscription model to\nthe extent that it exists that can be resold by the ISVs within their\nrespective client bases. Such detailed joint proposal shall at a minimum\ninclude a description of the Healtheon Integration Platform (\"HIP\"). No later\nthan the completion of the work outlined in the Migration Plan described in\nSection 11, HIP shall be based on the Microsoft Technology Platform and the\nMicrosoft Healthcare Interoperability Framework. The scope of HIP includes: (I)\nWebtop integration framework for integrating third-party info-services\n(addresses issues such as common login, context-sharing, personalization\netcetera); (II) secure messaging standard; (III) common document distribution\nframework; (IV) common role-based security and authentication model; (V) data\nexchange interface for back-end integrations with third-party systems such as\nPMS, MCS, Payor, Membership, Lab, PBM and HRIS systems; (VI) standard mechanism\nfor interfacing with other EDI gateways; (VII) data standards for\nadministrative and clinical information; and (VIII) middleware-level\nintegration standard. Microsoft will work with Healtheon to include HIP as\nrelevant in Microsoft's other standards initiatives. Microsoft will promote\ninterfacing to Healtheon's Internet transaction services through the Microsoft\nCOM-based interfaces to be included in HIP, at such time as such interfaces are\ncompleted to the parties' reasonable satisfaction, as a healthcare industry\nstandard means for ISVs to web enable their applications with Healtheon.\n\n                  7.2.7    Participation by both parties in the development of\nstandard interface library(ies) for ISVs, legacy systems, etc. to support broad\nindustry positioning. To that end, Healtheon shall adopt, and Microsoft and\nHealtheon will work together to promote and establish HIP and the Microsoft\nHealthcare Interoperability Framework (as defined in the WebMD Agreement). The\nMicrosoft Healthcare Interoperability Framework is a multilevel standard\ndesigned to provide interoperability between applications and systems across\ndesktops PCs, servers, networks, and legacy systems in the healthcare industry.\nThe Microsoft Healthcare Interoperability Framework includes the Active X for\nHealthcare standard and BizTalk (which together include components of COM,\nDCOM, COM+, and XML or other enhancements).\n\n                  7.2.8    Participation by both parties in an ISV advisory \nboard or steering committee which will include representatives of the top\n(measured in terms of physician distribution commitment) four ISVs that use and\npromote the Healtheon Site.\n\nPlan 1 will provide at a minimum for calls to be made to the ISVs listed in\nExhibit B. Microsoft will position the Healtheon solution for healthcare\n(including but not limited to use of the Healtheon Site and Healtheon\nhealthcare transaction solutions) as a broad electronic health (\"E-Health\")\nstrategy that provides healthcare content, community, and services and will use\nreasonable efforts to encourage its major ISV alliance partners to develop and\nintegrate key distributed applications based on Microsoft technologies that\nwould operate in conjunction with the functionality and content of the\nHealtheon Site. Healtheon will do such things as are commercially reasonable to\npermit existing ISVs to integrate their applications into the Healtheon\nsolution for health care (including but not limited to integration into the\nHealtheon Site and Healtheon healthcare transaction solutions).\n\n         7.3      MICROSOFT PRODUCT LICENSING COMMITMENT. Healtheon will agree \nto work with Microsoft in establishing a mutually agreed upon plan (\"Plan 2\")\nwith respect to potentially incorporating a Microsoft software subscription\nmodel into its overall service offering. This Plan 2 shall include a definition\nof the products involved (i.e. IE, MSN, Office, BackOffice), pricing\nmethodologies, as well as specific mechanics for deployment and periodic\nreporting to ADCU of sales influenced by Healtheon. This Plan 2 will be\ncompleted within thirty (30) days of the Effective Date. Plan 2 will include\nnew subscription model pricing, if available, for Healtheon customers and a\ncommission structure to incent Healtheon to distribute Microsoft software.\n\n\n                                       9\n>PAGE>   10\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n   \n    \n\n   \n         7.4      LIMITATIONS. Subject to contracts in existence as of the \nEffective Date, during the Term of this LOA and the Agreement, Healtheon shall\nnot, directly or indirectly, license, or agree to provide a Healtheon Offering\n(as defined below) (i) to or in conjunction with any of the companies listed in\nExhibit C, or (ii) that contain branding or co-branding promoting or\nhighlighting the company(ies) listed in Exhibit C. Subject to contracts in\nexistence as of the Effective Date, during the Term of this LOA and the\nAgreement, if Healtheon, directly or indirectly, licenses, or agrees to provide\na Healtheon Offering (i) to or in conjunction with any of the companies listed\nin Exhibit C or (ii) that contain branding or co-branding promoting or\nhighlighting the company(ies) in Exhibit C, then Healtheon shall inform and\nallow Microsoft to propose the incorporation of Microsoft's products and\nservices in such Healtheon Offering. Healtheon shall keep Microsoft reasonably\ninformed regarding all Healtheon Offerings planned or under development,\nsubject to confidentiality requirements and obligations to third parties. The\nforegoing sentence does not apply to custom developments for Healtheon\ncustomers. For the purposes of this Agreement, \"Healtheon Offering\" means any\nco-branded or third party-branded Internet, intranet, broadcast or other\nelectronic offering of health-related content, features, services, or\ntechnology that incorporates all or portions of the Healtheon Site. In\naddition, in the event that the parties mutually agree to allow a third party\nto host Healtheon Offerings, Healtheon hereby licenses to Microsoft and\/or such\nthird party all such rights as are necessary to permit Microsoft and such third\nparties to use, copy, execute, display, perform, distribute, transmit, and\/or\nbroadcast the agreed upon Healtheon Offerings as necessary for Microsoft and\/or\nsuch third party(ies) to host such Healtheon Offerings.\n    \n\n8.       BOARD REPRESENTATION. As part of its equity stake in Healtheon, \nMicrosoft will be entitled to nominate one member of the Healtheon Board of\nDirectors. At its next meeting of shareholders, Healtheon's board shall\nrecommend to its shareholders the election of a nominee designated by Microsoft\n(the \"Microsoft Designee\") to the Healtheon Board of Directors. Further, upon\nthe expiration of the Microsoft Designee's term, or the resignation of the\nMicrosoft Designee from the Board of Directors, Healtheon's board shall\nrecommend the election of the Microsoft Designee (or any substitute identified\nby Microsoft) at the next meeting of its shareholders following such expiration\nor resignation. In addition, Microsoft will have the right to designate one\nboard observer..\n\n9.       HEALTHEON MANAGEMENT. The parties acknowledge and agree that it is\nanticipated that Mike Long will the Chairman and Chief Operating Officer of the\nH-W Entity, and that Jeff Arnold will be the Chief Executive Officer of the H-W\nEntity.\n\n   \n10.      OTHER RIGHTS. From time to time, in the event Healtheon receives a term\nsheet, expression of interest or verbal offer from a third party for a business\ncombination (as defined in Rule 145 under the Securities Exchange Act of 1934,\nthat Healtheon does not within 48 hours reject) resulting in a 40% or greater\nchange in ownership of Healtheon, Healtheon shall promptly notify Microsoft of\nthe identity of the third party and the terms of the offer. Healtheon may not\nenter a binding agreement with any party within 10 business days after the time\nMicrosoft is first given notice of the offer to acquire the company, unless the\ndelay would, in the written opinion of Healtheon's outside legal counsel,\nresult in the breach of the directors' fiduciary duties.\n    \n\n11.      MCS AND TECHNOLOGY COMMITMENTS.\n\n         11.1     MICROSOFT TECHNOLOGY PLATFORM.  Section 1.11 of the WebMD \nAgreement is amended to read as follows:\n\n         \"MICROSOFT TECHNOLOGY PLATFORM\" shall mean those Microsoft\n         technologies commonly referred to as: Microsoft Windows, Microsoft\n         Office, Microsoft BackOffice and any of its components, Microsoft\n         Commerce Server, Microsoft Visual Studio and COM, including any\n         updates and upgrades thereto released during the term.\n\n         11.2     ADOPTION AND USE OF MICROSOFT TECHNOLOGY PLATFORM. Healtheon\nagrees to make the Microsoft Technology Platform Healtheon's primary platform\nfor the development of all new services, defined as those Healtheon services\nnot in existence or under development as of the Effective Date. However, there\nwill be well-defined quality of service checkpoints in the development timeline\nto address any issues with respect to the ability of the Microsoft Technology\nPlatform to meet commercial readiness standards for quality, functionality and\nreliability.\n\n\n                                      10\n>PAGE>   11\n\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         11.3     MIGRATION OF EXISTING SERVICES. Healtheon will migrate its\nexisting services to the Microsoft Technology Platform in carefully planned\nphases. As part of the MCS engagement referenced in Section 11.4 below,\nHealtheon and Microsoft will mutually agree on a phased migration plan which\nwill be based on, without limitation, the following: quality, functionality and\nreliability of the applicable Microsoft technology; the business ramifications\nto Healtheon and its customers of the migration; and the degree and\nmanageability of the risks involved (the \"Migration Plan\"). Healtheon and\nMicrosoft will develop and agree on a detailed Migration Plan no later than 90\ndays immediately following the Effective Date. The Migration Plan will include,\nat a minimum, the Healtheon services selected as candidates for migration, an\nanticipated migration schedule, Healtheon's anticipated internal use needs for\nMicrosoft software products, and the estimated costs of migrating the selected\nservices. The parties expect initially to migrate one service at a time and\nanticipate that migration of all selected services could require up to three\nyears, but in any event, all migration of services shall be completed no later\nthan three years from the Effective Date. The Migration Plan will include\nregular quality of service checkpoints to ensure that the applicable technology\nmeets the agreed upon requirements for quality, functionality and reliability.\nThe primary components of the Migration Plan will be jointly reviewed and\nrevised as necessary at meetings between the parties held no less often than\nquarterly. Healtheon shall make best efforts to meet the requirements of the\nMigration Plan, including without limitation, the anticipated schedule and cost\nestimate.\n\n         11.4     MCS ENGAGEMENT. No later than thirty days immediately \nfollowing the Effective Date, Healtheon agrees to execute the Microsoft Master\nServices Agreement (\"MSA\") attached hereto as Exhibit D, pursuant to which it\nwill engage all Microsoft Consulting Services (\"MCS\") and Microsoft Premier\nSupport Services as provided for under this Agreement. Healtheon agrees to\nengage MCS to undertake development of the Migration Plan identified in Section\n11.3 above, as further set forth in the MSA and MCS work order (\"Work Order\")\nattached hereto as Exhibit D. Any and all MCS services to be engaged by\nHealtheon pursuant to this Agreement and\/or the WebMD Agreement shall be set\nforth in a Work Order pursuant to the MSA, which Work Order shall be mutually\nagreed upon and executed by the parties prior to the commencement of any such\nMCS services.\n\n         11.5     COST OF MIGRATION. Microsoft will provide financial assistance\nfor Healtheon's migration to Microsoft technology as follows:\n\n   \n                  11.5.1   MICROSOFT SOFTWARE FOR INTERNAL USE. Microsoft will\n         support Healtheon's adoption of the Microsoft Technology Platform for\n         internal use by providing, at no cost to Healtheon, certain Microsoft\n         software licenses as set forth in Exhibit G attached hereto and any\n         other Microsoft software licenses reasonably required and agreed\n         between the parties. Such software shall be used solely for internal\n         development purposes and internal use and not for use in Healtheon's\n         production environment or operations. Microsoft's obligation to\n         provide such software licenses is expressly subject to and conditioned\n         on Healtheon's purchase of maintenance for such software licenses\n         during the Term, as follows. No later than 90 days immediately\n         following the Effective Date, Healtheon will execute a Microsoft\n         Enterprise Select Agreement or Microsoft Select Agreement (the\n         \"Enterprise Agreement\") pursuant to which it will acquire the software\n         licenses and maintenance as provided in this Section 11.5.1. Healtheon\n         acknowledges and agrees that for any initial licenses that Microsoft\n         provides during the first year of the term of this Agreement,\n         Healtheon shall purchase maintenance as provided in the Enterprise\n         Agreement for a minimum period of three years. In the event that, at\n         Healtheon's request, Microsoft agrees to provide additional software\n         licenses at no initial cost to Healtheon during the second or third\n         year of the term, Healtheon shall purchase maintenance under the\n         Enterprise Agreement for such additional licenses for a minimum of two\n         years from the date on which Microsoft grants any such license.\n         Additional licenses granted in year three of the term will, subject to\n         the purchase of the relevant maintenance by Healtheon pursuant to the\n         Enterprise Agreement, be enrolled under either (i) the Enterprise\n         Agreement as extended into a fourth year or (ii) a new mutually agreed\n         Select or Open License Agreement, providing in either case for\n         maintenance for such licenses for a minimum of two years from the date\n         on which Microsoft grants any such license.\n\n                  11.5.2   COSTS OF EXISTING HEALTHEON SOFTWARE. To the extent\n         that prior to the Effective Date Healtheon has made an investment in\n         software products that it will no longer be able to utilize as a\n         result of the requirements and obligations of this Agreement (the\n         \"Obsolete Software\"), Microsoft agrees to provide Healtheon with\n         Microsoft software products sufficient to replace such Obsolete\n         Software. In addition, to the extent that after the Effective Date and\n         before the completion of the migration at the end of the third \n    \n\n\n                                      11\n>PAGE>   12\n\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \n         year of the term, Healtheon is required to acquire additional\n         non-Microsoft software products to support its non-migrated services\n         (the \"Additional Obsolete Software\"), Microsoft shall provide\n         Healtheon with replacement Microsoft software products as such\n         products become obsolete; provided, however, that Healtheon notifies\n         Microsoft of any such Additional Obsolete Software. Microsoft's\n         payment obligation under this Section 11.5.2 shall be subject to\n         mutual agreement by the parties of relevant costs intended to be\n         covered under this section and receipt by Microsoft from Healtheon of\n         appropriate documentation substantiating such costs.\n    \n\n                  11.5.3   HARDWARE AND TRAINING. Subject to all applicable \n         legal restrictions, Microsoft shall exercise best efforts to work with\n         Healtheon to provide it with access to the favorable discounts\n         available from hardware suppliers with whom Microsoft has ongoing\n         business relationships. Microsoft shall exercise best efforts to\n         assist Healtheon in establishing relationships with Microsoft\n         Certified Technical Education Centers (\"CTECs\") to assist Healtheon in\n         obtaining favorable discounts for training services related to\n         Microsoft software products.\n\n   \n                  11.5.4   MCS CONSULTANT EXPENSE. The parties agree that the\n         dollar limit of Two Million Five Hundred Dollars (US$2,500,000) as\n         provided in Section 4.4 of the WebMD Agreement shall be increased to\n         Five Million Dollars (US$5,000,000). All other terms and conditions of\n         Section 4.4 shall remain the same.\n\n                  11.5.5   OTHER FUNDING. Microsoft will make funding available\n         to Healtheon during the first three years of the term in an amount not\n         to exceed Fifteen Million Dollars (US$15,000,000). If it is mutually\n         agreed that additional funding is required, Microsoft will make up to\n         an additional Five Million Dollars (US$5,000,000) available during\n         such period. The parties currently anticipate that part of such amount\n         shall be available to Healtheon in each of the first two years of the\n         term. Beginning on the third anniversary of the Effective Date,\n         Healtheon will begin to make royalty payments to Microsoft based on a\n         to-be-agreed upon revenue stream, that will enable Microsoft to\n         recover the amounts made available to Healtheon under this Section\n         11.5.5, plus a mutually agreed upon rate of return, no later than the\n         fifth anniversary of the Effective Date. Microsoft's obligation to\n         provide any funding under this Section 11.5.5 is expressly subject to\n         and conditioned upon the parties reaching mutual agreement on the\n         terms and conditions of a funding plan within sixty days immediately\n         following the Effective Date. Failure to agree on the terms of funding\n         as provided for in this Section 11.5.5 shall not in any way impact or\n         alleviate Healtheon's other obligations under this LOA. Other key\n         terms of the funding plan shall include:\n\n             -    If Microsoft terminates the WebMD Agreement and\/or this LOA\n                  due to a breach by Healtheon, Healtheon will, within 30 days\n                  of the date of termination, provide the aggregate amount of\n                  the funding back to Microsoft plus a mutually agreed upon\n                  rate of return.\n\n             -    The funding relationship shall not be assigned without\n                  Microsoft's prior written consent. In the event the\n                  relationship is assigned without Microsoft's consent,\n                  Healtheon will, within 30 days of the date of assignment,\n                  provide the aggregate amount of the funding back to Microsoft\n                  plus a mutually agreed upon rate of return.\n\n             -    The parties will identify an alternate revenue stream which\n                  can be used to accelerate royalty payments in the event that\n                  it appears, at the end of the third or fourth year of the\n                  term, that Microsoft will not recover the funding plus the\n                  agreed upon rate of return by the end of the fifth year of\n                  the term.\n    \n\n             -    Microsoft agrees to work with Healtheon to provide the most\n                  favorable accounting treatment. Healtheon's obligations\n                  covered under this Section 11 are not conditional on this\n                  Section 11.5.5 to the extent that Microsoft and Healtheon\n                  cannot agree on the funding terms as principally outlined\n                  above in this Section 11.5.5.\n\n         11.6     MICROSOFT PREMIER SUPPORT. No later than thirty days \nimmediately following the Effective Date, Healtheon shall purchase Microsoft\nPremier Support Services for Developers, Level B, pursuant to the terms of the\n\n\n                                      12\n>PAGE>   13\n\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\nMSA at standard rates for such services. Healtheon shall maintain such Premier\nsupport services at least at the level specified in this Section 11.6 for a\nminimum period of three years.\n\n         11.7     To the extent that any of the provisions of this Section 11 \nare inconsistent or conflict with the provisions of Section 4 of the WebMD\nAgreement, the parties agree that the terms of this Section 11 shall control.\n\n12.      GENERAL TERMS AND CONDITIONS\n\n         12.1     PROPRIETARY RIGHTS. Each party agrees that except as expressly\nlicensed to another party, each party shall retain all right, title, and\ninterest in any and all materials it delivers to any other party for use under\nthis LOA or the Agreement and no other party shall alter, modify, copy, edit,\nformat, translate, create derivative works of or otherwise use any materials,\ncontent, feature or technology, etc. without express written approval. If any\nparties agree to jointly develop any content, materials, services, technology,\nfeatures or otherwise, ownership of such development shall be specifically\ndetailed in an appropriate agreement prior to the start of any development.\n\n         12.2     CONFIDENTIALITY. Each party acknowledges and agree that the \nterms and conditions of the Microsoft Corporation Non-Disclosure Agreement\ndated as of even date herewith (\"NDA\"), attached hereto as Exhibit E, is\nincorporated into this Agreement and that all of the terms of this LOA and of\nthe Agreement (including but not limited to its existence) and all discussions\nand negotiations related thereto are considered Confidential Information as\ndefined in the NDA. In the event that any of the incorporated terms of the NDA\nare inconsistent with or conflict with this Agreement, then the terms of this\nAgreement shall control.\n\n         12.3     TRADEMARKS. Any use of a party's names, brands or logo(s) \nshall be pursuant to appropriate agreements and guidelines regarding such use.\n\n         12.4     DISTRIBUTION OF CONTENT AND MSN INTERNET TECHNOLOGIES.\nHealtheon's distribution of any Microsoft, WebTV or MSNBC content and the MSN\nInternet Technologies shall be pursuant to appropriate agreements and\nguidelines regarding such distribution.\n\n         12.5     PRODUCTS OR SERVICES DELIVERED UNDER THE TERMS OF THIS \nAGREEMENT SHALL BE SUBJECT TO THE TERMS OF THE LIMITED WARRANTY STATEMENT, IF\nANY, SPECIFIED BY THE DELIVERING PARTY FOR THE SPECIFIC PRODUCT OR SERVICE.\nCERTAIN SOFTWARE PRODUCTS MAY BE PROVIDED TO THE OTHER PARTY \"AS IS\" WITHOUT\nWARRANTY OR CONDITION OF ANY KIND, IF SO DESIGNATED BY THE LICENSOR. FOR SUCH\nPRODUCTS, THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF SUCH SOFTWARE IS\nASSUMED BY THE RECEIVING PARTY AND ITS CUSTOMERS AND SUBLICENSEES, IF ANY. THE\nWARRANTIES SET FORTH IN SECTIONS IN THIS SECTION 12.6 OR ELSEWHERE IN THIS LOA\nOR THE AGREEMENT ARE THE ONLY WARRANTIES MADE BY THE PARTIES. EACH PARTY\nDISCLAIMS ANY AND ALL OTHER WARRANTIES OR REPRESENTATION EXPRESS OR IMPLIED,\nINCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,\nTITLE, AND FITNESS FOR A PARTICULAR PURPOSE. NO PARTY WARRANTS THAT ACCESS TO\nOR USE OF THE SITES OR CHANNELS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT\nANY SOFTWARE OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR\nQUALITY.\n\n         12.6     LIMITATION OF LIABILITIES. NO PARTY SHALL BE LIABLE TO THE \nOTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES,\nARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION,\nDAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS\nINFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE\nPOSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT APPLY TO ANY PARTY'S (A)\nABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF; (B) OBLIGATIONS UNDER\nSECTION 10 OR THE NDA; AND (C) INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.\n\n         12.7     INSURANCE. Healtheon shall procure and during the Term\nmaintain such insurance in a form and with insurers reasonably acceptable to\nMicrosoft, as is required by Microsoft, which shall in no event be less than\nthat required of WebMD under the WebMD Agreement.\n\n\n                                      13\n>PAGE>   14\n\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n         12.8     INDEPENDENT CONTRACTORS. The parties are independent \ncontractors with respect to each other, and nothing in this LOA or the\nAgreement shall be construed as creating an employer-employee relationship, a\npartnership, agency relationship or a joint venture between the parties.\n\n         12.9     GOVERNING LAW. This LOA and the Agreement shall be governed by\nthe laws of the State of New York as though entered into by New York residents\nand to be performed entirely within the State of New York. The parties consent\nto exclusive jurisdiction and venue in the state and federal courts sitting in\nNew York. In any action or suit to enforce any right or remedy under this\nAgreement or to interpret any provision of this Agreement, the prevailing party\nshall be entitled to recover its costs, including reasonable attorneys' fees.\n\n         12.10    ASSIGNMENT. No party may transfer, assign or sublicense this\nLOA or the Agreement, or any rights and\/or obligations hereunder, whether by\ncontract or by operation of law, except with the express written consent of the\nother parties, and any attempted transfer, assignment or sublicense by a party\nin violation of this Section shall be void and shall constitute a material\ndefault and breach of this Agreement.\n\n         12.11    CONSTRUCTION. In the event that any provision of this LOA or \nthe Agreement conflict with governing law or if any provision is held to be\nnull, void or otherwise ineffective or invalid by a court of competent\njurisdiction, (i) such provision shall be deemed to be restated to reflect as\nnearly as possible the original intentions of the Parties in accordance with\napplicable law, and (ii) the remaining terms, provisions, covenants and\nrestrictions of this LOA or the Agreement shall remain in full force and\neffect. This LOA or the Agreement has been negotiated by the parties and their\nrespective counsel and will be interpreted fairly in accordance with its terms\nand without any strict construction in favor of or against any party.\n\n         12.12    NOTICES. All notices and requests in connection with this\nAgreement shall be given in writing and shall be deemed given as of the day\nthey are received either by messenger, delivery service, or in the United\nStates of America mail, postage prepaid, certified or registered, return\nreceipt requested, and addressed as follows:\n\n>TABLE>\n>S>                                                   >C>\nTo Microsoft:                                         To Healtheon:\n\nMicrosoft Corporation                                 Healtheon Corporation\nOne Microsoft Way                                     4600 Patrick Henry Drive\nRedmond, WA  98052-6399                               Santa Clara, CA 95054\n\nPhone:   425.882.8080                                 Phone:   408.876.5000\nFax:     425.936.7329                                 Fax:     408.876.5010\n\nAttention:                                            Attention:        Chief Executive Officer\nCopy to: Law & Corporate Affairs, US Legal            Copy to: General Counsel\n         Fax:     425.936.7409                                 Fax:     408.876.5450\n>\/TABLE>\n\nor to such other address as a party may designate pursuant to this notice \nprovision.\n\n         12.13    ENTIRE AGREEMENT. This LOA and the Agreement shall not be\neffective until signed by both parties. This LOA constitutes the entire\nagreement between the parties with respect to the subject matter hereof,\nsupersedes all prior and contemporaneous agreements or communications and shall\nnot be superceded except by execution of the Agreement. This LOA shall not be\nmodified except by a written agreement dated subsequent to the date of this LOA\nand signed on behalf of by each party by their respective duly authorized\nrepresentatives. No waiver of any breach of any provision of this LOA shall\nconstitute a waiver of any prior, concurrent or subsequent breach of the same\nor any other provisions hereof, and no waiver shall be effective unless made in\nwriting and signed by an authorized representative of the waiving party.\n\n\n                                      14\n>PAGE>   15\n\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         If the foregoing is acceptable to you, please execute it where\nindicated below.\n\n                                            Very truly yours,\n   \n                                             \n                                            \/s\/ Laura Jennings\n\n                                            Laura Jennings\n                                            Vice President\n                                            Microsoft Corporation\n\nACKNOWLEDGED AND AGREED\n\nHEALTHEON CORPORATION.\n\nBy \/s\/ Jack Dennison\n\n\nName (Print) Jack Dennison\n\n\nTitle Vice President\n\n\nDate 6\/10\/99\n\n\nWEBMD, INC.\n\nBy \/s\/ W. Michael Heekin\n\n\nName (Print) W. Michael Heekin\n\n\nTitle Executive V.P.\n\n\nDate 5\/28\/99\n    \n\n\n\n\n\n                                       15\n>PAGE>   16\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \n                                   Exhibit A\n                   MS ONLINE ID EVALUATION PROGRAM AGREEMENT\n\n\nThis evaluation agreement (\"Agreement\") is made by and between MICROSOFT\nCORPORATION, One Microsoft Way, Redmond, WA 98052 (\"Microsoft\") and HEALTHEON,\nCORPORATION, 4600 Patrick Henry Drive Santa Clara, CA 95054 (\"Company\") as of\nthe later of the two signature dates (the \"Effective Date\").\n\n         WHEREAS, Microsoft desires that Company test, utilize and evaluate the\nsoftware associated with Microsoft's proprietary authentication service\ncurrently known as Microsoft Online ID and the associated SDK (the \"Product\");\nand\n\n         \"WHEREAS, Company desires to test, utilize and evaluate the Product in\nanticipation of participating in the full Microsoft Online ID program when, and\nif, such program is generally released to the market.\n\n         NOW THEREFORE, the parties agree as follows:\n\n1.       EVALUATION LICENSE\n\n         (a)      Company shall implement the Product and all upgrades, fixes\nand versions provided by Microsoft within a test version the Healtheon\n(\"Company Site\"), such implementation shall be in compliance with the standard\nSDK provided with the Product. Upon Microsoft's direction, Company shall\nimplement the Product on the version of Company's Site that is available to the\ngeneral public. In connection with such implementation, Microsoft grants to\nCompany a limited, non-exclusive, nontransferable, royalty-free license to use\nthe Product on Company's CPUs and any accompanying printed materials\n(\"Documentation\"), for the purpose of developing the Company Site to ensure\ncompatibility with the Product and testing and evaluating the Product and\nassociated applications created by Company that are required to be integrated\nwith the Product. All other rights are reserved to Microsoft. Company shall not\nuse the Product for any purpose other than as set forth in this Agreement.\nCompany shall not rent, lease, sell, sublicense, assign, or otherwise transfer\nthe Product or the Documentation. Company may not reverse engineer, decompile,\nor disassemble the Product, except to the extent that the foregoing restriction\nis expressly prohibited by local law. Microsoft and its suppliers shall retain\ntitle and all ownership rights to the Product.\n\n         (b)      Company agrees to provide reasonable feedback to Microsoft,\nincluding but not limited to usability, bug reports and test results, with\nrespect to the testing of the Product, within fifteen (15) days of Company's\nreceipt of the product and each upgrade and fix. Company-will use reasonable\nefforts to review and comment on all Documentation supplied. All bug reports,\ntest results and other feedback made by Company shall be the property of\nMicrosoft and may be used by Microsoft for any purpose it sees fit. Due to the\nnature of the development work, Microsoft is not certain as to when errors or\ndiscrepancies in the Product may be corrected; however Microsoft will provide\nCompany with all bug fixes and upgrades as such items become available and\nCompany agrees to implement said fixes and upgrades within ten (10) days of\nreceipt.\n\n2.       PRIVACY POLICY\n\nCompany acknowledges that the privacy of end-users' personal information is a\ncore component of the Microsoft Online ID program. Company represents that it\nis either currently or will become, prior to the implementation of the Product\non the version of Company's Site that is available to the general public, a\nparticipant in an industry recognized independent privacy program, such as the\nTRUSTe Program or the BBBOnline Privacy Seal Program, which: (a) requires an\napproved privacy policy to be posted within the Company Site in a manner that\nis readily accessible to the end-users; (b) requires Company to obtain explicit\nconsent to any usage of their personal information for any purpose other than\ndescribed in Company's privacy policy; (c) provides for a dispute resolution\nmethod with adequate enforcement mechanisms; (d) reviews, monitors and enforces\nthe standards set by the program, and (e) requires Company to comply with\nadditional privacy standards which may become recognized by the industry from\ntime to time. All versions of Company Site utilizing the Product shall comply\nwith the standards set by such independent privacy program.\n    \n\n\n                                     16\n\n\n\n>PAGE>   17\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \n3.    MICROSOFT SERVICES\n\n         (a)      Microsoft shall provide a mechanism and user interface (the\n\"Sign Up Mechanism\") which will allow end-users to participate in the Microsoft\nOnline ID program and obtain appropriate user names and passwords upon\naccessing Company Site.\n\n         (b)      Microsoft shall provide authentication services for end-users\nentering the Company site who have a Microsoft Online ID. If such end-user has\nnot yet obtained a Microsoft Online ID the end-user will be directed to the\nSign Up Mechanism described in Section 3(a).\n\n         (c)      During the authentication process, Microsoft shall provide\nCompany with the core profile information contained within the Microsoft Online\nID database as determined by Microsoft in its sole discretion (the \"Core\nProfile\").\n\n4.    INFORMATION USAGE\n\n         (a)      Company may use the information in the Core Profile in\nperpetuity for any purpose provided that Company complies with the requirements\nset forth in Sections 2 and 7.\n\n         (b)      Microsoft shall provide Company with a list of the\ninformation contained within the Core Profile and if Company receives updated\nor additional Core Profile information from an end-user then Company agrees to\nprovide end-users with the option of updating this information in the central\nMicrosoft Online ID Core Profile. The Product will provide a standard Microsoft\nOnline ID update mechanism to facilitate updates to the Microsoft Online ID\nCore Profile.\n\n5.    DESIGN AND USER INTERFACE\n\n         (a)      Prior to the implementation of the Product on the version of\nthe Company Site which is available to the general public, Microsoft may\nrequest compliance with certain additional design and user interface guidelines\n(\"Microsoft Online ID UI Guidelines\") not included within the SDK, including\nbut not limited to Microsoft Online ID logo placement, text copy, links, and\ninput boxes (e.g. for sign in). Within ten (10) days of Company's receipt of\nthe Microsoft Online ID UI Guidelines, Company shall implement the specified\nuser interface and comply with the specifications set forth in such guidelines.\n\n         (b)      Microsoft will include Company's logo within the Sign Up\nMechanism, in connection with such use Company hereby grants Microsoft a\nnon-exclusive, royalty free, worldwide limited right to use and display\nCompany's name and logo. Microsoft will provide logo specifications to the\nCompany and the Company agrees to provide the requested logos to Microsoft on a\ntimely basis.\n\n6.    PRODUCT MAINTENANCE AND SUPPORT\n\nMicrosoft shall use commercially reasonable efforts to provide technical\nsupport for the Product. Microsoft agrees to designate one primary contact\nperson that will be responsible for coordinating all technical support inquires\nand responses and Company agrees to designate one primary contact person that\nwill be responsible for sending inquiries to and receiving responses from the\ndesignated Microsoft person.\n\n7.    TERM OF AGREEMENT\n\n         (a)      The term of this Agreement shall commence on the Effective\nDate and shall continue for an initial period of six (6) months provided that\nthe term shall automatically renew for additional one (1) month periods unless\nterminated as otherwise provided for in this Agreement, amended or superceded\nby further agreement. Either party may terminate this Agreement at any time,\nwith or without cause, upon sixty (60) days prior written notice; provided that\nneither party may terminate this Agreement under this sentence prior to the\ntermination of the MSN Channel and Cross Promotion Agreement (\"Channel\nAgreement\") entered into of even date herewith.\n    \n\n\n                                     17\n\n\n\n>PAGE>   18\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \n         (b)      In addition to any other rights and\/or remedies that either\nparty may have under the circumstances, all of which are expressly reserved,\neither party may terminate this Agreement immediately upon written notice at\nany time if the other party is in material breach of any material warranty,\nrepresentation, term, condition or covenant of this Agreement and fails to cure\nthat breach within five (5) days after written notice thereof, provided that if\nCompany is the terminating party, such material breach must also be a material\nbreach of the LOA or the Agreement (as defined in the LOA to which this\ndocument is attached), as applicable and Company must also simultaneously\nterminate such LOA or Agreement, as applicable.\n\n         (c)      Upon the termination of this Agreement, Company shall:\n\n            (i) promptly cease using the Product and return to Microsoft, or\ncertify destruction of, all full or partial copies of the Product,\nDocumentation and related materials provided by Microsoft;\n\n            (ii) notify end-users that the Company site is no longer utilizing\nthe Microsoft Online ID authentication service; and\n\n            (iii) discontinue the use of all Core Profile information; provided\nthat Company may continue to use the Core Profile information if Company\ncontinues to comply with the terms of Section 2.\n\n         (d)      In the event of termination or expiration of this Agreement\nfor any reason each and every clause which by its nature is intended to survive\nthe termination of this Agreement including, without limitation, Sections 7\nthrough 12 shall survive termination. Neither party shall be liable to the\nother for damages of any sort resulting solely from terminating this Agreement\nin accordance with its terms.\n\n8.    CONFIDENTIALITY\n\n         (a)      The Product, including its existence and features, are\nproprietary and confidential information to Microsoft and its suppliers.\nCompany agrees not to disclose or provide the Product, Documentation, or any\ninformation relating to the Product (including the existence of the Product,\nfeatures, or the results of use or testing) to any third party (except as\notherwise necessary to operate Company's Web site). If Microsoft and Company\nhave entered into a Microsoft Non-Disclosure Agreement, Microsoft and Company\nagree that the terms of such agreement shall be deemed incorporated herein, and\nfurther, that all terms and conditions of this Agreement shall be deemed\nConfidential Information as defined therein. If Microsoft and Company have not\nentered into a Microsoft Non-Disclosure Agreement, then Company agrees that at\nall times during the term of this Agreement, and for five (5) years thereafter,\nCompany will hold in strictest confidence, and will not use or disclose to any\nthird party, any confidential information of Microsoft. The term \"confidential\ninformation of Microsoft\" shall mean all non-public information that Microsoft\ndesignates as being confidential, or which, under the circumstances of\ndisclosure ought to be treated as confidential. \"Confidential information of\nMicrosoft\" includes, without limitation, the terms and conditions of this\nAgreement, information relating to released or unreleased Microsoft software or\nhardware products, marketing or promotion of any Microsoft product, business\npolicies or practices of Microsoft, customers or suppliers of Microsoft, or\ninformation received from others that Microsoft is obligated to treat as\nconfidential. If Company has any questions as to what comprises such\nconfidential information, Company agrees to consult with Microsoft.\n\"Confidential information of Microsoft\" shall not include information that was\nknown to Company prior to Microsoft's disclosure to Company, or information\nthat becomes publicly available through no fault of Company.\n\n         (b)      Unless Company receives prior written authorization from MS,\nCompany may disclose the Product only to its employees or sub-contractors who\nhave a need to know in order to assist in Company's testing and evaluation of\nthe Product, provided that: (1) such employee's or sub-contractors use of the\nProduct takes place solely at the location where Company's CPUs reside; and (2)\nCompany has executed appropriate written agreements with such employees and\nsub-contractors sufficient to enable it to comply with the terms of this\nAgreement. Upon Microsoft's request, Company shall provide to Microsoft a list\nof all employees and sub-contractors granted access to the Product hereunder.\n    \n\n\n                                     18\n>PAGE>   19\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \n9.    PRESS RELEASES\/MARKETING PARTICIPATION.\n\n         (a)      Microsoft will issue an initial press release relating to the\nestablishment of the Microsoft Online ID Evaluation Program, which will\ndescribe the relationship between Microsoft and the third parties participating\nin the program, including Company. Company may be provided with an opportunity\nto provide a quote and\/or information to be included in such initial press\nrelease. Except as specified above, neither party will issue any press release\nor make any public announcement(s) relating in any way whatsoever to this\nAgreement or the relationship established by this Agreement without the express\nprior written consent of the other party, which consent shall not be\nunreasonably withheld, provided that Microsoft may make informational\nreferences to the Microsoft Online ID Evaluation Program and Company's\nparticipation in such program in other publicity and press releases without\nobtaining Company's consent.\n\n         (b)      Company agrees to participate in all marketing programs for\nthe Microsoft Online ID program as reasonably requested by Microsoft. Microsoft\nshall be solely responsible for any and all costs associated with any marketing\nprogram for the Microsoft Online ID program which may be incurred by Company\nprovided that such costs have been pre-approved in writing by Microsoft.\n\n10.   DISCLAIMER OF WARRANTY\n\nTHE PRODUCT IS DEEMED ACCEPTED BY COMPANY. THE PRODUCT IS PROVIDED \"AS IS\"\nWITHOUT WARRANTY OF ANY KIND. MICROSOFT FURTHER DISCLAIMS ALL WARRANTIES,\nINCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,\nFITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE ENTIRE RISK ARISING\nOUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH\nCOMPANY.\n\nIN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL,\nINCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER\n(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS\nINTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING\nOUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR DOCUMENTATION, EVEN IF\nMICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\nThe foregoing notwithstanding, Microsoft agrees to defend, at its expense, any\nsuit or proceeding brought against Company or its parent or subsidiaries for\nviolation of legally protected rights of any third parties, including but not\nlimited to, patent, copyright, trade secret, unfair competition or any and all\nother claims arising out of the receipt, reliance upon or use by Company or its\nparent or subsidiaries of the Product which such reliance on or use is in all\nways consistent with Microsoft's representations and instructions (if any).\nMicrosoft's agreement to defend and its obligation to indemnify Company and its\nparent and subsidiaries extends to direct, indirect, punitive and any and all\nother damages awarded in any such proceedings, as well as reasonable attorneys'\nfees, provided that Company or its parent or subsidiaries shall (a) provide\nreasonable information and assistance to Microsoft at Microsoft's expense in\ndefense of such claim, and (b) at Microsoft's request, will immediately stop\nusing and\/or offering the Product in any way, including deleting references to\nthe Product from marketing, advertising and Company's Web sites(s).\n\n11.   EXPORT RESTRICTIONS\n\nCompany acknowledges that the Product is subject to the export control laws and\nregulations of the U.S.A., and any amendments thereof. Company confirms that\nwith respect to the Product it will not export or re-export them, directly or\nindirectly, either to (i) any countries that are subject to U.S.A. export\nrestrictions, (ii) any end user who Company knows or has reason to know will\nutilize them in the design, development or production of nuclear, chemical or\nbiological weapons; or (iii) any end user who has been prohibited from\nparticipating in the U.S.A. export transactions by any federal agency of the\nU.S.A. government. Company further acknowledges that the Product may include\ntechnical data subject to export and re-export restrictions imposed by U.S.A.\nlaw.\n    \n\n\n                                     19\n>PAGE>   20\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n12.   GENERAL\n   \n      12.1 Independent Contractors. The parties are independent contractors\nwith respect to each other, and nothing in this Agreement shall be construed as\ncreating an employer-employee relationship, a partnership, agency relationship\nor a joint venture between the parties.\n\n      12.2 Governing Law. This Agreement shall be governed by the laws of the\nState of New York as though entered into by New York residents and to be\nperformed entirely within the State of New York. The parties consent to\nexclusive jurisdiction and venue in the state and federal courts sitting in New\nYork. In any action or suit to enforce any right or remedy under this Agreement\nor to interpret any provision of this Agreement, the prevailing party shall be\nentitled to recover its costs, including reasonable attorneys' fees.\n\n      12.3 Assignment. This Agreement and any rights and\/or obligations\nhereunder may be assigned by Microsoft but may not be assigned by Company\nwithout Microsoft's prior written approval. Any attempted assignment,\nsublicense, transfer, encumbrance or other disposal without such consent shall\nbe void and shall constitute a material default and breach of this Agreement.\n\n      12.4 Construction. In the event that any provision of this Agreement\nconflicts with governing law or if any provision is held to be null, void or\notherwise ineffective or invalid by a court of competent jurisdiction, (i) such\nprovision shall be deemed to be restated to reflect as nearly as possible the\noriginal intentions of the Parties in accordance with applicable law, and (ii)\nthe remaining terms, provisions, covenants and restrictions of this Agreement\nshall remain in full force and effect. This Agreement has been negotiated by\nthe parties and their respective counsel and will be interpreted fairly in\naccordance with its terms and without any strict construction in favor of or\nagainst either party. The section headings used in this Agreement are intended\nfor convenience only and shall not be deemed to affect in any manner the\nmeaning or intent of this Agreement or any provision hereof.\n\n      12.5 Notices. All notices and requests in connection with this Agreement\nshall be given in writing and shall be deemed given as of the day they are\nreceived either by messenger, delivery service, or in the United States of\nAmerica mails, postage prepaid, certified or registered, return receipt\nrequested, and addressed as follows:\n\n    To Company:                          To Microsoft:\n\n    Healtheon Corporation                Microsoft Corporation\n    4600 Patrick Henry Drive             One Microsoft Way\n    Santa Clara, CA 95054                Redmond, WA 98052-6399\n                                         Attn: Product Manager - Web Essentials\n    Phone:                               Phone: 425-882-8080\n    Fax:                                 Fax:     425-936-7329\n    Attention General Counsel            Copy to:\n                                         Law & Corporate Affairs, US Legal\n                                         Fax     (425) 936-7409\n\nor to such other address as a party, may designate pursuant to this notice\nprovision.\n\n      12.6 Entire Agreement. This Agreement does not constitute an offer by\nMicrosoft and it shall not be effective until signed by both parties. This\nAgreement constitutes the entire agreement between the parties with respect to\nthe subject matter hereof and supersedes all prior and contemporaneous\nagreements or communications. This Agreement shall not be modified except by a\nwritten agreement dated subsequent to the date of this Agreement and signed on\nbehalf of Company and Microsoft by their respective duly authorized\nrepresentatives. No waiver of any breach of any provision of this Agreement\nshall constitute a waiver of any prior, concurrent or subsequent breach of the\nsame or any other provisions hereof, and no waiver shall be effective unless\nmade in writing and signed by an authorized representative of the waiving\nparty.\n    \n\n\n                                     20\n>PAGE>   21\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \nThe parties have caused this Agreement to be executed by their duly authorized\nrepresentatives as of the Effective Date.\n\nMICROSOFT CORPORATION                      HEALTHEON CORPORATION\n\n\/s\/ Laura Jennings                         \/s\/ Jack Dennison\n-------------------------------            --------------------------------\nBy                                         By\n   Laura Jennings                             Jack Dennison\n-------------------------------            --------------------------------\nName(Print)                                Name (Print)\n\n   Vice President                             Vice President\n-------------------------------            --------------------------------\nTitle                                      Title\n\n   6\/29\/99                                    6\/29\/99\n-------------------------------            --------------------------------\nDate                                       Date\n    \n\n\n                                     21\n>PAGE>   22\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \n                                   EXHIBIT B\n\n\n\n                                       *\n\n\n\n\n    \n\n\n\n                                      22\n>PAGE>   23\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \n                                   EXHIBIT C\n\n\n                                       *\n\n\n\n\n    \n\n\n\n                                      23\n>PAGE>   24\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \n                                   EXHIBIT D\n                          MCS AGREEMENT AND WORK ORDER\n\n                      MICROSOFT MASTER SERVICES AGREEMENT\n\n\nThis Microsoft Master Services Agreement (\"Agreement\") is made as of the\nEffective Date indicated below by and between Microsoft Corporation, a\nWashington corporation, and Healtheon Corporation, a ____________ corporation\n(\"Company\").\n\nThis Agreement sets forth the general terms and conditions under which\nMicrosoft Corporation, either on its own behalf or through one or more\ndivisions or, for services to be provided outside of the United States,\nsubsidiaries (collectively, \"MS\"), will provide consulting and support services\nto Company and its Affiliates. MS agrees that any of Company's Affiliates shall\nhave the right (but not the obligation) to submit Work Orders and Services\nDescriptions to MS under the terms and conditions of this Agreement. All\nreferences to \"Company\" in this Agreement shall be deemed to include the\nAffiliate placing the Work Order and\/or Services Description. Such Work Orders\nand Services Descriptions shall be subject to the terms and conditions of this\nAgreement and as to such Work Orders and Services Descriptions, the Affiliate\nbecomes \"Company\" hereunder. \"Affiliate\" means any person, partnership, joint\nventure, corporation or other form of enterprise, domestic or foreign,\nincluding, but not limited to, subsidiaries, which directly or indirectly\nControl, are Controlled by, or are under common Control with Company. \"Control\"\nmeans the possession, directly or indirectly, of the power to direct or cause\nthe direction of the management and operating policies of the entity in respect\nof which the determination is being made, through the ownership of more than\nfifty percent (50%) of its voting or equity securities, contract, voting trust\nor otherwise.\n\n1.   CONSULTING SERVICES.  MS, through its Microsoft Consulting Services \ndivision (\"MCS\"), shall perform the consulting services for Company specified\nin work orders (each a \"Work Order\") that may be entered into pursuant to this\nAgreement from time to time (\"Consulting Services\"). Neither MS nor Company\nshall be obligated to enter into any Work Order. The rights in programs and\ndata produced pursuant to the Consulting Services shall be specified in each\nWork Order.\n\n2.   PREMIER SUPPORT SERVICES.  MS, through its Enterprise Customer Unit\n(\"ECU\"), shall perform the support services for Company specified in Premier\nSupport Services Description(s) (each a \"Services Description\") that may be\nentered into pursuant to this Agreement from time to time (\"Premier Support\nServices,\" together with the Consulting Services, the \"Services\"). Neither MS\nnor Company shall be obligated to enter into any Services Description. The\nprovision of Premier Support Services shall be subject to the following\nadditional terms and conditions:\n\n     a.   Changes in Premier Support Services.  MS reserves the right to change\nthe products supported under a Services Description during the term of the\nServices Description. MS may discontinue support for a product, provided that\nCompany will be given six (6) months notice of that discontinuance. As an\nexception to the foregoing, should support for a product be discontinued by MS\nbecause it has been sold to another company, MS will provide written notice of\nthe sale to Company and, at MS' option and in its sole discretion, either\narrange for the acquiring company to begin providing support for that product\nimmediately upon the date of notice, or provide continued support for that\nproduct for ninety.(90) days from the date of notice. MS may add support for\nnew products during the term of a Services Description pursuant to the terms\nand conditions of this Agreement.\n\n     b.   Right of Refusal.  If MS determines that an implementation of MS\nproducts is not effectively supportable, MS may refuse to provide Company with\nPremier Support Services for that implementation. If MS makes such a\ndetermination, Company shall have thirty (30) days after MS's notice to modify\nthe implementation so as to make it effectively supportable. If the\nimplementation is not modified to be supportable within thirty (30) days, MS\nwill no longer be obligated to support that implementation.\n\n     c.   Ownership and License.  Company's use of any bug fixes, workarounds,\npatches, beta fixes and beta builds (as applicable) or other software that MS\nprovides to Company in the course of the provision of Premier Support Services\n(collectively, the \"ECU Software\") shall be in accordance with the terms of the\nend user license agreement or other license agreement governing the MS product\nfor which the ECU Software is furnished. If not provided for a specific MS\nproduct, Company's use shall be in accordance with the terms of the end user\nlicense agreement packaged with such ECU Software, and\/or any other terms\nexpressly set forth by MS in writing; provided that if such ECU Software is\nnot packaged with a license agreement then such ECU Software will be subject to\nthe following restrictions: (i) the ECU Software may not be reverse engineered,\ndecompiled or disassembled, except to the extent the foregoing restriction is\nexpressly forbidden by applicable law; (ii) the ECU Software may not be loaned,\nsold, rented, leased, transferred or otherwise distributed to another user;\n(iii) MS may terminate Company's use of the ECU Software if Company fails to\ncomply with the terms and conditions of these restrictions; (iv) THE ECU\nSOFTWARE IS PROVIDED \"AS-IS\", WITHOUT WARRANTY OF ANY KIND; and (v) the ECU\nSoftware and any documentation accompanying it are provided with RESTRICTED\nRIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to\nrestrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical\nData and Computer Software clause at DFARS 252-227-7013 or subparagraphs (c)(1)\nand (2) of the Commercial Computer Software-Restricted Rights at 48 CFR\n52.227-19,\n    \n                                      24\n>PAGE>   25\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \nas applicable. Manufacturer is Microsoft Corporation\/One Microsoft Way\/Redmond,\nWA. 98052-6399. All rights not expressly granted are reserved.\n\n     d.   Licensed Product.  MS will provide Premier Support Services only for\nproducts published by Microsoft Corporation, validly licensed and unaltered.\n\n3.   FEES.  Company shall pay MS the fees identified on each Work Order and\/or\nServices Description for Services rendered, and the reasonable out-of-pocket\ntravel and living expenses incurred during the performance of the Services.\nPayment shall be made to MS within thirty (30) days of the date of MS's\ninvoice. MS shall not change its fees during the term of a Work Order or a\nServices Description, unless otherwise agreed by MS and Company, but may adjust\nfees prior to entering any new Work Order or Services Description. MS's fees do\nnot include any taxes, duties, tariffs or other governmental charges or\nexpenses imposed in connection with this Agreement (including, without\nlimitation, any value added taxes), and such taxes shall be billed to and paid\nby Company. MS shall be responsible for all taxes based upon its personal\nproperty ownership and net income. A finance charge of one and one-half percent\n(1.5%) per month or the highest amount allowed by law, whichever is less, will\nbe assessed on all payments that are past due. Any amount outstanding for more\nthan sixty (60) days after the date of invoice shall constitute a material\nbreach on the part of Company.\n\n4.   CONFIDENTIALITY.\n\n     a.   Confidential Information.  Except as otherwise specified herein, MS\nand Company each expressly undertake to retain in confidence all information\ntransmitted to it by the other party pursuant to this Agreement that the\ndisclosing party identifies as being proprietary and\/or confidential or that,\nby the nature of the circumstances surrounding the disclosure, ought in good\nfaith to be treated as proprietary and\/or confidential (\"Confidential\nInformation\"), and will make no use of such Confidential Information except\nunder the terms and during the existence of this Agreement. Information\ndisclosed by MS, in any form, regarding pre-release products, access numbers\nand passwords provided to Company by MS, shall be MS Confidential Information.\nMS and Company shall treat the terms and conditions of this Agreement as\nconfidential; however, either party may disclose such information in confidence\nto its immediate legal and financial consultants as required in the ordinary\ncourse of that party's business. The receiving party's obligation hereunder\nshall extend for five (5) years following the disclosure of the Confidential\nInformation. Company shall cause its Affiliates to retain MS Confidential\nInformation in accordance with the terms of this Section 4.\n\n     b.   Exclusions.  Confidential Information shall not include any \ninformation that: (i) is at the time of disclosure or subsequently becomes\npublicly available without the receiving party's breach of any obligations owed\nthe disclosing party; (ii) became known to the receiving party prior to the\ndisclosing party's disclosure of such information to the receiving party; (iii)\nbecame known to the receiving party from a source other than the disclosing\nparty other than by the breach of an obligation of confidentiality owed to the\ndisclosing party; or (iv) is independently developed by the receiving party.\n\n     c.   Independent Development; Residuals.  The terms of confidentiality\nunder this Agreement shall not be construed to limit MS's or Company's right to\nindependently develop or acquire products without use of the other party's\nConfidential Information. Further, MS or Company shall be free to use for any\npurpose the residuals resulting from access to or work with such Confidential\nInformation, provided that such party shall maintain the confidentiality of the\nConfidential Information as provided herein. The term \"residuals\" means\ntechnical information related to computer software technology in non-tangible\nform, which may be retained by persons who have had access to the Confidential\nInformation, including ideas, concepts, know-how or techniques contained\ntherein. Neither MS nor Company shall have any obligation to limit or restrict\nthe assignment of such persons or to pay royalties for any work resulting from\nthe use of residuals. However, the foregoing shall not be deemed to grant to\neither MS or Company a license under the other party's copyrights or patents.\n\n    d.    Company Information.  Company grants to MS the right to use technical\ninformation relating to Microsoft software products, either standing alone or\nas such software products may be combined with or interact with other software\nand hardware products, for problem resolution, internal troubleshooting,\nproduct functionality enhancements and fixes, and Knowledge Base articles. MS\nwill not identify Company or publish any of Company's Confidential Information\nin any Knowledge Base article.\n\n5.   LIMITED WARRANTIES.\n\n     a.   Consulting Services.  MS warrants that the Consulting Services will\nbe performed using generally accepted industry standards and practices.\n\n     b.   Premier Support Services.  MS warrants that the Premier Support \nServices shall be substantially as described in this Agreement and the\napplicable Services Description, and that MS will use commercially reasonable\nefforts in addressing all support problems.\n    \n\n\n\n                                      25\n>PAGE>   26\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \n6.   LIMITATION OF WARRANTIES.  THE LIMITED WARRANTIES SET FORTH ABOVE ARE\nEXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS,\nIMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR PRODUCTS\nPROVIDED UNDER THIS AGREEMENT, THE PERFORMANCE OF MATERIALS OR PROCESSES\nDEVELOPED OR PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE\nOBTAINED THEREFROM, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF\nMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.\nMS SHALL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY THIRD PARTY\nVENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO COMPANY BY MS\nUNLESS SUCH THIRD PARTY SERVICES ARE PROVIDED UNDER WRITTEN AGREEMENT WITH MS.\n\n7.   LIMITATION OF LIABILITY.\n\n     a.   Limitation.  MS' total liability under this Agreement shall be\nlimited to the total amount actually paid by Company to MS under the applicable\nWork Order or Services Description.\n\n     b.   Exclusion of Certain Damages.  TO THE MAXIMUM EXTENT PERMITTED BY\nAPPLICABLE LAW, IN NO EVENT SHALL MS, MS SUBSIDIARIES OR THEIR RESPECTIVE\nSUPPLIERS BE LIABLE TO COMPANY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT,\nSPECIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO. LOST PROFITS,\nBUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS)\nREGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT\n(INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF\nESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH\nDAMAGES.\n\n8.   TERM AND TERMINATION.\n\n     a.   Term.  This Agreement shall remain in effect until terminated by\neither MS or Company as provided herein. The term of any Work Order or Services\nDescription shall be as provided therein Termination of this Agreement shall\nterminate all outstanding Work Orders and Services Descriptions between MS and\nCompany.\n\n     b.   Termination.  Company may terminate this Agreement any Work Order or\nServices Description without cause by giving MS thirty (30) days written\nnotice. Either MS or Company may terminate this Agreement or any Work Order or\nServices Description if the other party is in material breach or default of any\nobligation hereunder, which breach or default is not currently within thirty\n(30) days notice of such breach. Company shall pay all fees to MS for Services\nperformed and expenses incurred which have accrued through the date of\ntermination.\n\n     c.   Survival.  Sections 2(c), 3, 4, 5, 6, 7, 8(b), 8(c), 9, and 11 of\nthis Agreement and any provisions specified as surviving in a Work Order or\nServices Description shall survive any termination of this Agreement and\ntermination or expiration of any Work Order or Services Description.\n\n9.   NOTICES. All notices, authorizations, and requests in connection with this\nAgreement shall be deemed given on the day they are (i) deposited in the mails,\npostage prepaid, certified or registered, return receipt requested; or (ii)\nsent by air express courier (e.g., DHL, Federal Express or Airborne), charges\nprepaid, return receipt requested; and addressed as follows:\n\nTo Company:                             To Microsoft:\n\n\nHealtheon Corporation                   Microsoft Corporation\n----------------------------------\n4600 Patrick Henry Drive                One Microsoft Way\n----------------------------------\nSanta Clara, CA  95054                  Redmond, WA 98052-6399\n----------------------------------\nAttention: Jack Dennison                Attention: David Lubinski\n           -----------------------                 ----------------------------\nPhone:     408-876-5140                 Phone:     972-716-2629\n           -----------------------                 ----------------------------\nFax:       408-876-5450                 Fax:       972-233-7280\n           -----------------------                 ----------------------------\n\n                                        cc:    Law and Corporate Affairs\n                                               One Microsoft Way\n                                               Redmond, WA 98052-6399\n\n10.  INSURANCE.  At all times when MS will be performing Services on Company's\npremises pursuant to this Agreement. MS will procure and maintain the following\ninsurance coverage:\n    \n\n\n\n                                      26\n>PAGE>   27\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \n     a.   Commercial General Liability covering bodily injury and property \ndamage liability with a limit of not less than $1,000,000 each occurrence;\n\n     b.   Workers' Compensation (or maintenance of a legally permitted and\ngovernmentally-approved program of self-insurance) covering MS employees\npursuant to applicable state workers' compensation laws for work-related\ninjuries suffered by employees of MS;\n\n     c.   Employer's Liability with limits of not less than $1,000,000 each \naccident; and\n\n     d.   Software Errors and Omissions Liability covering damages arising out\nof negligent acts, errors, or omissions committed by MS or its employees in the\nperformance of this Agreement, with a limit of liability of not less than\nS2,000,000 each claim.\n\nMS will provide Company with certificates of insurance evidencing this\ncoverage on request.\n\n11.  MISCELLANEOUS.\n\n     a.   No Assignment.  This Agreement and any rights or obligations \nhereunder shall not be assigned by contract or by operation of law without the\nprior written agreement of the other party. MS may use subcontractors to\ndeliver the Services, provided that MS shall remain liable to Company, in\naccordance with this Agreement, for all Services provided to Company. The\nServices are provided solely for the benefit of Company and its Affiliates, as\napplicable. Unless specifically permitted by NIS in writing, the Services and\nthe software and materials provided thereunder may not be transferred or sold\nby Company to any non-Affiliate third party.\n\n     b.   Applicable Law.  This Agreement shall be governed by the laws of the\nState of Washington, and Company. further consents to the exclusive\njurisdiction by the state and federal courts sitting in the State of\nWashington. Any action of any kind by any party against another party arising\nas a result of this Agreement must be commenced within two (2) years from the\ndate the right, claim, demand, or cause of action shall first accrue.\n\n     c.   Entire Agreement.  This Agreement and the Services Descriptions and\nWork Orders constitute the entire agreement between MS and Company, and merge\nall prior and contemporaneous communications, with respect to the Services\nprovided hereunder. The terms on any purchase order or other form submitted by\nCompany shall not apply to this Agreement or any of the Services. This\nAgreement can be modified only by written agreement signed by both MS and\nCompany. In the event of a conflict between this Agreement and any Services\nDescription or Work Order, the terms of this Agreement shall control.\n\n     d.   Compliance with Laws.  MS and Company shall comply with all\napplicable laws and regulations with respect to this Agreement. Company\nacknowledges that the Services and the related software and other materials are\nsubject to United States export control laws and regulations, and Company\nconfirms that it will not export or re-export them, directly or indirectly,\neither to (i) any countries that are subject to U.S. export restrictions\n(currently including, but not necessarily limited to, Cuba, Iran, Iraq, Libya,\nNorth Korea, Syria and Sudan), or to any national of any such country, wherever\nlocated, who intends to transmit or transport the Services or related software\nand other materials back to such country; or (ii) any end-user whom Company\nknows or has reason to know will utilize them in the design, development or\nproduction of nuclear, chemical or biological weapons, or (iii) any end-user\nwho has been prohibited from participating in U.S. export transactions by any\nfederal agency of the U.S. Government.\n\n     e.   Severability\/Waiver.  If a court holds any provision of this\nAgreement to be illegal, invalid or unenforceable, the remaining provisions\nshall remain in full force and effect. No waiver of any breach of this\nAgreement shall be a waiver of any other breach, and no waiver shall be\neffective unless made in writing and signed by an authorized representative of\nthe waiving party.\n\n     f.   Independent Contractor.  MS shall act at all times as an independent\ncontractor, and shall be responsible for any and all social security,\nunemployment, workers' compensation and other withholding taxes for any and all\nof its employees.\n\n     g.   Cost or Pricing Data.  MS will not, under any circumstances, be\nobligated to perform Services that would require the submission of cost or\npricing data (as defined by U.S. Government regulations) or be obligated to\nprovide such data.\n\n     h.   Force Majeure.  Except for Company's obligation to pay for services\nalready performed by MS, if either party is prevented from complying, either\ntotally or in part, with any of the terms or provisions of this Agreement by\nreason of fire, flood, storm, strike, lockout or other labor trouble, riot,\nwar, rebellion, accident or other acts of God, then upon written notice to the\nother party, the requirements of this Agreement, or the affected provisions\nhereof to the extent affected, shall be suspended during the period of such\ndisability. During such period, the party not prevented from complying as\naforesaid may seek to have its needs (which would otherwise be met hereunder)\nnot by or through others without liability hereunder. The party\n    \n\n\n\n                                      27\n>PAGE>   28\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \nprevented from complying shall make all reasonable efforts to remove such\ndisability within thirty (30) days of giving such notice.\n\n     i.   English Language Governs.  The parties have requested that this\nAgreement be drawn up in English; les parties ont exiges que cette entente soit\nredigee en anglais.\n\nIN WITNESS WHEREOF, the parties have agreed to the terms and conditions of this\nAgreement as of the Effective Date indicated below.\n\nMICROSOFT CORPORATION                   Corporate Name of Company\n\n\n\nBy: \/s\/ Kennon S. Grose                 By: \/s\/ Jack Dennison\n    -----------------------------           -----------------------------------\n\nKennon S. Grose                         Jack Dennison\n---------------------------------       ---------------------------------------\nName (Print)                            Name (Print)\n\n\nGeneral Manager                         Vice President\n---------------------------------       ---------------------------------------\nTitle                                   Title\n\n\n5\/20\/99                                 June 25, 1999\n---------------------------------       ---------------------------------------\nEffective Date                          Date\n    \n\n\n\n                                      28\n>PAGE>   29\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \n                         MICROSOFF CONSULTING SERVICES\n                            MASTER SERVICE AGREEMENT\n                WORK ORDER NO. 001 - (MCS HEALTH CARE PRACTICE)\n\n                         MICROSOFT CONSULTING SERVICES\n                            MASTER SERVICE AGREEMENT\n                WORK ORDER NO. 001 - (MCS HEALTH CARE PRACTICE)\n\n\nThis Work Order is made pursuant to the Microsoft Master Consulting Services\nAgreement (the \"Agreement\") effective on May 20, 1999, by and between Healtheon\nCorporation (\"Customer\") and Microsoft Corporation (\"Microsoft\") and is\nincorporated therein by reference. Capitalized terms not otherwise defined have\nthe meanings provided in the Agreement.\n\n1.   SERVICES.  MCS shall perform the services identified below for Customer.\nDates provided herein are estimates only. Services shall not include\ndevelopment of, and Microsoft shall not deliver, any software, computer program\nor code under this Work Order.\n\nMCS shall assist with the architectural review phase of the current Healtheon\ntechnical platform in order to develop the vision and scope of the Microsoft\nTechnology Platform Migration Work Order to be executed by the parties and\nthe implementation of the Microsoft technology, including the Microsoft\nTechnology Platform Migration Work Order.\n\nCustomer shall ensure both under this work order and under the Microsoft\nTechnology Platform Migration Work Order: 1) that adequate Customer technical\nresources are assigned to the migration effort; 2) that a core Customer\ntechnical team is adequately training on NT and Internet Information Server; 3)\nthat a Customer operations team is available to assume responsibility for the\noperations and management of the production site; 4) that Customer assigns a\nkey manager to act as the MCS contact for the project; 5) that Customer\nprovides MCS with access to the source code and design documentation to the\nexisting site and applications; 6) that Customer provides for all hardware and\nsoftware necessary to support the production environment; and 7) that Customer\nwill have acquired sufficient Microsoft Premier Support Services for technical\nproduct support.\n\nThe parties agree that the estimated time to complete the architectural review\ncontemplated hereunder is 320 hours. The product of the architectural review\nshall be at a minimum the Migration Plan and the Microsoft Technology Platform\nMigration Work Order.\n\n2.   RATES.  The hourly rates shown below shall be applicable to this Work\nOrder. Any total fee stated herein is an estimate only. The total estimated\nfee for this project is $67,200, based on the estimated 320 hours of service\nin the 90 day time period, plus travel and expenses. Project expense will be\ncharged to Customer in addition to project fees.\n\n>TABLE>\n                  >S>                                 >C>\n                  STAFF LEVEL                         RATE\/HOUR\n                  ---------------------------------------------\n                  >S>                                 >C>\n                  Enterprise Program Manager          $210.00\n                  -------------------------------------------\n                  Senior Consultant - Infrastructure  $210.00\n                  -------------------------------------------\n                  Consultant - Infrastructure         $180.00\n                  -------------------------------------------\n                  Senior Consultant - Development     $210.00\n                  -------------------------------------------\n                  Consultant - Development            $180.00\n                  -------------------------------------------\n                  Principal Consultant                $250.00\n                  -------------------------------------------\n                  Managing Consultant                 $250-00\n                  -------------------------------------------\n>\/TABLE>\n\nMicrosoft shall determine in its sole discretion what personnel is required to\ncomplete the work contemplated by this Work Order and may use third parties, as\ndetermined by MCS in its sole discretion, to complete any work.\n    \n\n\n\n                                      29\n>PAGE>   30\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n   \nMicrosoft shall invoice Customer monthly for services performed and expenses\nincurred during the previous period. Microsoft invoices for payment should be\ndirected to Customer's representative for payment at the address shown below\n(Customer to provide).\n\n     Contact: David Lubinski\n     Mailstop (if any):\n     Address: 5080 Spectrum Drive, Suite 900E\n     Telephone: (972) 716-2629\n     City: Addison\n     Fax: (972) 233-7280\n     State: TX            Zip: 75001\n     Email: davidlu@microsoft.com\n\nPurchase Order No. (if any):\n\n3.   COMMENCEMENT DATE.  Services under this Work Order will begin on the date\nthat is within 45 days of the Effective Date of the Promotion Agreement. The\nExpiration Date of this Work Order is upon completion of the work contemplated\nin this Work Order, which in no event shall exceed 90 days from the Effective\nDate.\n\n4.   OWNERSHIP AND LICENSE.  The copyright in that specific set of tangible\nwritten materials developed by Microsoft at the specific direction of Customer\nand provided to Customer in the course of performance under this Work Order\n(\"Materials\") shall be owned by Customer, and Microsoft hereby assigns all\nright, title and interest in such copyright to Customer. Customer agrees to use\nMaterials only for Customer's internal business purposes and not for resale or\ndistribution outside of Customer. Notwithstanding the above, the parties agree\nthat Microsoft reserves the right to use for any purpose subsets or modules of\nthe Materials which by themselves provide generic technical information not\nunique to Customer's business. Customer may sublicense the rights granted\nhereunder to its affiliates (i.e., any entity controlling, controlled by, or\nunder common control with, Customer). All rights not expressly granted, are\nreserved.\n\nTHEREFORE, the parties have executed this Work Order in duplicate originals.\n\n\nMICROSOFT CORPORATION                   Corporate Name of Company\n\n\n\nBy: \/s\/ David Lubinski                  By: \/s\/ Jack Dennison\n    -----------------------------           -----------------------------------\n    Signature                               Signature\n\n\nDavid Lubinksi                          Jack Dennison\n-------------------------------------------------------------------------------\nName (Print)                            Name (Print)\n\n\nPractice Manager                        Vice President\n---------------------------------       ---------------------------------------\nTitle                                   Title\n\nMay 20, 1999                            June 25, 1999\n---------------------------------       ---------------------------------------\nEffective Date                          Date\n    \n\n\n\n                                      30\n>PAGE>   31\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                                   EXHIBIT E\n\n                 MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT\n                              (STANDARD RECIPROCAL)\n\n         THIS AGREEMENT (the \"Agreement\") is made between MICROSOFT CORPORATION,\na Washington corporation, and Healtheon Corporation (\"COMPANY\") and entered into\nthis 19th day of May, 1999.\n\n         In consideration of the mutual promises and covenants contained in this\nAgreement, the mutual disclosure of confidential information to each other, the\nparties hereto agree as follows:\n\n1.       Confidential Information and Confidential Materials\n\n         (a)      \"Confidential Information\" means nonpublic information that\nDisclosing Party designates as being confidential or which, under the\ncircumstances surrounding disclosure ought to be treated as confidential.\n\"Confidential Information\" includes, without limitation, information relating to\nreleased or unreleased Disclosing Party software or hardware products, the\nmarketing or promotion of any Disclosing Party product, Disclosing Party's\nbusiness policies or practices, and information received from others that\nDisclosing Party is obligated to treat as confidential. Confidential Information\ndisclosed to Receiving Party by any Disclosing Party Subsidiary and\/or agents is\ncovered by this Agreement.\n\n         (b)      Confidential Information shall not include any information\nthat: (i) is or subsequently becomes publicly available without Receiving\nParty's breach of any obligation owed Disclosing Party; (ii) became known to\nReceiving Party prior to Disclosing Party's disclosure of such information to\nReceiving Party; (iii) became known to Receiving Party from a source other than\nDisclosing Party other than by the breach of an obligation of confidentiality\nowed to Disclosing Party; or (iv) is independently developed by Receiving Party.\n\n         (c)      \"Confidential Materials\" shall mean all tangible materials\ncontaining Confidential Information, including without limitation written or\nprinted documents and computer disks or tapes, whether machine or user readable.\n\n2.       Restrictions\n\n         (a) Receiving Party shall not disclose any Confidential Information to\nthird parties for five (5) years following the date of its disclosure by\nDisclosing Party to Receiving Party, except to Receiving Party's consultants as\nprovided below. However, Receiving Party may disclose Confidential Information\nin accordance with judicial or other governmental order, provided Receiving\nParty shall give Disclosing Party reasonable notice prior to such disclosure and\nshall comply with any applicable protective order or equivalent.\n\n         (b) Receiving Party shall take reasonable security precautions, at\nleast as great as the precautions it takes to protect its own confidential\ninformation, to keep confidential the Confidential Information. Receiving Party\nmay disclose Confidential Information or Confidential Material only to Receiving\nParty's employees or consultants on a need-to-know basis. Receiving Party will\nhave executed or shall execute appropriate written agreements with its employees\nand consultants sufficient to enable it to comply with all the provisions of\nthis Agreement.\n\n         (c) Confidential Information and Confidential Materials may be\ndisclosed, reproduced, summarized or distributed only in pursuance of Receiving\nParty's business relationship with Disclosing Party, and only as otherwise\nprovided hereunder. Receiving Party agrees to segregate all such Confidential\nMaterials from the confidential materials of others in order to prevent\ncommingling.\n\n         (d) Receiving Party may not reverse engineer, decompile or disassemble\nany software disclosed to Receiving Party.\n\n3.       Rights and Remedies\n\n         (a) Receiving Party shall notify Disclosing Party immediately upon\ndiscovery of any unauthorized use or disclosure of Confidential Information\nand\/or Confidential Materials, or any other breach of this Agreement by\nReceiving Party, and will\n    \n\n\n\n                                       31\n>PAGE>   32\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\ncooperate with Disclosing Party in every reasonable way to help Disclosing Party\nregain possession of the Confidential Information and\/or Confidential Materials\nand prevent its further unauthorized use.\n\n         (b)      Receiving Party shall return all originals, copies,\nreproductions and summaries of Confidential Information or Confidential\nMaterials at Disclosing Party's request, or at Disclosing Party's option,\ncertify destruction of the same.\n\n         (c)      Receiving Party acknowledges that monetary damages may not be\na sufficient remedy for unauthorized disclosure of Confidential Information and\nthat Disclosing Party shall be entitled, without waiving any other rights or\nremedies, to such injunctive or equitable relief as may be deemed proper by a\ncourt of competent jurisdiction.\n\n         (d)      Disclosing Party may visit Receiving Party's premises, with\nreasonable prior notice and during normal business hours, to review Receiving\nParty's compliance with the terms of this Agreement.\n\n4.       Miscellaneous\n\n         (a)      All Confidential Information and Confidential Materials are\nand shall remain the property of Disclosing Party. By disclosing information to\nReceiving Party, Disclosing Party does not grant any express or implied right to\nReceiving Party to or under Disclosing Party patents, copyrights, trademarks, or\ntrade secret information.\n\n         (b)      If either party provides pre-release software as Confidential\nInformation or Confidential Materials under this Agreement, such pre-release\nsoftware is provided \"as is\" without warranty of any kind. Receiving Party\nagrees that neither Disclosing Party nor its suppliers shall be liable for any\ndamages whatsoever relating to Receiving Party's use of such pre-release\nsoftware.\n\n         (c)      Any software and documentation provided under this Agreement\nis provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the\nGovernment is subject to restrictions as set forth in subparagraph (c)(1)(ii) of\nThe Rights in Technical Data and Computer Software clause at DFARS 252.227-7013\nor subparagraphs (c)(1) and (2) of the Commercial Computer Software --\nRestricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft\nCorporation\/One Microsoft Way\/Redmond, WA 98052-6399.\n\n         (d)      Both parties agree that they do not intend nor will they,\ndirectly or indirectly, export or re-export (i) any Confidential Information or\nConfidential Materials, or (ii) any product (or any part thereof), process or\nservice that is the direct product of the Confidential Information or Materials\nto (A) any country that is subject to U.S. export restrictions (currently\nincluding, but not necessarily limited to, Iran, Iraq, Syria, Cuba, North Korea,\nLibya, and Sudan), or to any national of any such country, wherever located, who\nintends to transmit or transport the products back to such country; (B) to any\nend-user who either party knows or has reason to know will utilize them in the\ndesign, development or production of nuclear, chemical or biological weapons; or\n(C) to any end-user who has been prohibited from participating in U.S. export\ntransactions by any federal agency of the U.S. government.\n\n         (e)      The terms of confidentiality under this Agreement shall not be\nconstrued to limit either party's right to independently develop or acquire\nproducts without use of the other party's Confidential Information. Further,\neither party shall be free to use for any purpose the residuals resulting from\naccess to or work with such Confidential Information, provided that such party\nshall maintain the confidentiality of the Confidential Information as provided\nherein. The term \"residuals\" means information in nontangible form, which may be\nretained by persons who have had access to the Confidential Information,\nincluding ideas, concepts, know-how or techniques contained therein. Neither\nparty shall have any obligation to limit or restrict the assignment of such\npersons or to pay royalties for any work resulting from the use of residuals.\nHowever, the foregoing shall not be deemed to grant to either party a license\nunder the other party's copyrights or patents.\n\n         (f)      This Agreement constitutes the entire agreement between the\nparties with respect to the subject matter hereof. It shall not be modified\nexcept by a written agreement dated subsequent to the date of this Agreement and\nsigned by both parties. None of the provisions of this Agreement shall be deemed\nto have been waived by any act or acquiescence on the part of Disclosing Party,\nits agents, or employees, but only by an instrument in writing signed by an\nauthorized officer of Disclosing Party. No waiver of any provision of this\nAgreement shall constitute a waiver of any other provision(s) or of the same\nprovision on another occasion.\n    \n\n\n                                       32\n>PAGE>   33\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n         (g)      If either party employs attorneys to enforce any rights\narising out of or relating to this Agreement, the prevailing party shall be\nentitled to recover reasonable attorneys' fees. This Agreement shall be\nconstrued and controlled by the laws of the State of Washington, and both\nparties further consent to jurisdiction by the state and federal courts sitting\nin the State of Washington. Process may be served on either party by U.S. Mail,\npostage prepaid, certified or registered, return receipt requested, or by such\nother method as is authorized by the Washington Long Arm Statute.\n\n         (h)      Subject to the limitations set forth in this Agreement, this\nAgreement will inure to the benefit of and be binding upon the parties, their\nsuccessors and assigns.\n\n         (i)      If any provision of this Agreement shall be held by a court of\ncompetent jurisdiction to be illegal, invalid or unenforceable, the remaining\nprovisions shall remain in full force and effect.\n\n         (j)       All obligations created by this Agreement shall survive \nchange or termination of the parties' business relationship.\n\n5.       Suggestions and Feedback\n\nEither party may from time to time provide suggestions, comments or other\nfeedback to the other party with respect to Confidential Information provided\noriginally by the other party (hereinafter \"Feedback\"). Both parties agree that\nall Feedback is and shall be entirely voluntary and shall not, absent separate\nagreement, create any confidentiality obligation for the Receiving Party.\nHowever, the Receiving Party shall not disclose the source of any feedback\nwithout the providing party's consent. Feedback shall be clearly designated as\nsuch and, except as otherwise provided herein, each party shall be free to\ndisclose and use such Feedback as it sees fit, entirely without obligation of\nany kind to the other party. The foregoing shall not, however, affect either\nparty's obligations hereunder with respect to Confidential Information of the\nother party.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement.\n\nCOMPANY:  Healtheon Corporation                MICROSOFT CORPORATION\n        --------------------------              \n\nAddress: 4600 Patrick Henry Drive              By: \/s\/ Laura Jennings\n        --------------------------                -----------------------------\n         Santa Clara, CA  95054\n        --------------------------  \nBy:     \/s\/ Jack Dennison                      Name: Laura Jennings\n        --------------------------                -----------------------------\nName:   Jack Dennison                          Title:  Vice President\n        --------------------------                   --------------------------\nTitle:  Vice President                         Date:  6\/22\/99\n        --------------------------                  ---------------------------\nDate:   June 25, 1999                          MS Contact: \n        --------------------------                        ---------------------\n    \n\n\n\n                                       33\n>PAGE>   34\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n                                    Exhibit F\n\n                    List of Healtheon Third Party Agreements\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n    \n\n                                       34\n>PAGE>   35\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n                                    Exhibit G\n\n             Estimated Healtheon Internal Use Software License Grant\n\n\n>TABLE>\n>CAPTION>\n                                                       Initial License Estimated    Initial License\n  Microsoft Product Name:            Quantity:         Retail Price:                Estimated Value:\n-----------------------------------------------------------------------------------------------------\n  >S>                                >C>               >C>                          >C>                   \n  BackOffice Server                  # of                     $2,499                      $\n                                     development\n                                     servers\n\n  BackOffice Client Access           # of                     $4,179                      $\n  Licenses (20 Clients Pak)          developers & testers est.\n                                     500\n\n  Windows NT Workstation             # of                     $  319                      $\n                                     developers & testers est.\n                                     500\n\n  Windows 9x                         # of                     $  209                      $\n                                     employees\n                                     excluding\n                                     developers\n\n  Office 97 Developer's Edition      # of                     $  799                      $\n                                     developers\n                                     >500\n\n  Microsoft Visual Studio            Est. 500                 $1,499                      $\n  Enterprise Edition\n\n  Microsoft Site Server              # of                     $3,920                      $\n  Enterprise                         development\n                                     servers\n\n  Office 2000                        # of                     $\n                                     employees\n\n  MS Project                         Est. 50                  $\n\n  Total                                                                                   $\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7750,8221,9303],"corporate_contracts_industries":[9510,9513],"corporate_contracts_types":[9622,9626],"class_list":["post-43444","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healtheon-corp","corporate_contracts_companies-microsoft-corp","corporate_contracts_companies-webmd-corp","corporate_contracts_industries-technology__programming","corporate_contracts_industries-technology__software","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43444","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43444"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43444"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43444"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43444"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}