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SYSTEMS INTEGRATOR AGREEMENT

(Non-Exclusive Appointment)

This Agreement ("Agreement") is made as of the Effective Date by and between PeopleSoft, Inc. ("PEOPLESOFT") a Delaware corporation having a place of business at 1331 North California Boulevard, Walnut Creek, California 94596 and Shared Medical Systems Corporation ("SMS") a Delaware corporation having a place of business at 51 Valley Stream Parkway, Malvern, Pennsylvania 19355

1. APPOINTMENT/ GRANT OF LICENSES

(a) PeopleSoft thereby appoints SMS as its (i) non-exclusive systems integrator for the sub-licensing of the PeopleSoft HRMS Software, under the SMS label, throughout the Territory to End Users solely in conjunction with SMS's simultaneous distribution of SMS's Core Applications and (ii) exclusive (except for PeopleSoft's distributor, ADP, and as otherwise stated herein, including, Sections 2. c and 2. d) systems integrator for the sub-licensing of the PeopleSoft HRMS Software, under the SMS label, throughout the Territory to SMS End Users.

(b) PeopleSoft thereby appoints SMS as its (i) non-exclusive systems integrator for the sub-licensing of the PeopleSoft Financial software, under the SMS label, throughout the Territory to End Users solely in conjunction with SMS's simultaneous distribution of SMS's Core Applications and (ii) exclusive (except as otherwise stated herein, including, Sections 2. c and 2. d) systems integrator for the sub-licensing of the PeopleSoft Financial software, under the SMS label, throughout the Territory to SMS End Users.

(c) PeopleSoft thereby grants to SMS (i) a non-exclusive and nontransferable license to sub-license the PeopleSoft HRMS Software, under the SMS label, throughout the Territory solely to End Users in conjunction with SMS's simultaneous distribution of SMS's Core Applications and (ii) an exclusive (except for PeopleSoft's distributor, ADP, and as otherwise stated herein, including, Sections 2. c and 2. d) and nontransferable license to sub-license the PeopleSoft HRMS Software, under the SMS label, throughout the Territory solely to SMS End Users, for installation and use on a Server located in the Territory subject to the terms and conditions of a License Agreement.

(d) PeopleSoft thereby grants to SMS (i) a non-exclusive and nontransferable license to sub-license the PeopleSoft Financial software, under the SMS label, solely to End Users throughout the Territory in conjunction with SMS's simultaneous distribution of SMS's Core Applications and (ii) an exclusive (except as otherwise stated herein, including, Sections 2. c and 2. d) and nontransferable license to sub-license the PeopleSoft Financial software, under the SMS label, throughout the Territory solely to SMS End Users, for installation and use on a Server located in the Territory subject to the terms and conditions of a License Agreement.

(e) PeopleSoft thereby grants to SMS a perpetual, non-exclusive and nontransferable license to use the PeopleSoft Software, including third party software specified on Exhibit C, for its own internal use subject to the terms and conditions of the PeopleSoft License Agreement attached hereto as Exhibit E. With regards to SMS's internal use license only, SMS shall have the right, at no additional PeopleSoft license fee, to distribute the PeopleSoft manufactured components of the Software (which excludes third party software identified in PeopleSoft's then-current Hardware and Software Requirements Document, a copy of such document as of the Effective Date is attached hereto as Exhibit H) to multiple other Servers located either inside or outside the Territory ("Distributed Sites") for the purpose of load balancing SMS's data volumes and for performance efficiency purposes. SMS shall support all Distributed Sites through SMS's central site. Support items such as hot line support and distribution of maintenance Releases will be conducted and distributed through SMS's central site. SMS is responsible for obtaining, at its expense, any third party software necessary to process at the Distributed Sites.

SMS's internal use license for People Tools for general development, as specified on......

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