Xxxxxxxx Xx. XXX00000
MDI SOLUTIONS
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EXHIBIT 10.7
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MDI SOLUTIONS SERVICES AGREEMENT
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INTERFACE DEVELOPMENT SERVICES RETAINER
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THIS AGREEMENT is made as of the 18th day of March, 2003, between MEDICAL DATA
INTEGRATION SOLUTIONS ("MDI Solutions", a division of Springboard Technology
Solutions Inc.) and ST. JOSEPH'S HEALTH CENTRE ("Customer"),
WHEREAS:
a) MDI Solutions provides professional services on a contractual basis;
and
b) Customer desires to have MDI Solutions provide certain professional
services.
NOW THEREFORE in consideration of the mutual covenants contained herein, the
parties agree as follows:
1. TERM
The term of this Agreement is from April 1st, 2003 to March 31st, 2004.
2. SERVICES
a) MDI Solutions agrees to perform the services set out in Schedule 1
(the "Services").
b) MDI Solutions reserves the right to determine which of its personnel
will be assigned to perform the Services, and to replace or reassign
such personnel during the term of this agreement acting reasonably.
Subject to scheduling and staffing considerations, MDI Solutions will
use reasonable efforts to honor Customer's request for specific
individuals.
3. CHARGES
a) In consideration for the provision of the Services, Customer agrees to
pay MDI Solutions the Charges set out in Schedule 1. b) MDI Solutions
reserves the right to increase the Charges within the Consumer Price
Index no more than once annually, upon 30 days prior written notice.
c) Customer is responsible for and will pay all relevant sales, excise,
customs, withholding and goods and services taxes. d) Payments are due
within 30 days of receipt of invoice by Customer.
4. CONFIDENTIALITY
All Customer data and information shall at all times be treated as
confidential and safeguarded by MDI Solutions from unauthorized disclosure
or use except as permitted under this Agreement.
5. OWNERSHIP
Any copyright and other intellectual property rights (including moral
rights) in any computer program, code or materials which are developed by
MDI Solutions at the specific direction of Customer and are provided to
Customer during the term of this Agreement shall be owned jointly by
Customer and MDI Solutions. Customer agrees that it will not at any time
sell, market, license or otherwise make available anything developed or
created by or from the Services, to any entity or person without MDI
Solutions' prior written consent.
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Contract No. MDI03001
MDI SOLUTIONS
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6. TERMINATION
a) Either party may terminate this Agreement upon 30 days written notice
at any time.
b) If a party is in breach of any material provision of this Agreement
and such breach is not remedied within 10 days of receipt of written
notice of such breach from the non-breaching party, the non-breaching
party may terminate this Agreement.
c) Customer will pay charges accrued up to the effective date of
termination, as well as any reasonable non-refundable expenses already
incurred by MDI Solutions prior to the terminate notice. Customer also
agrees that all charges and other amounts paid to MDI Solutions prior
to the effective date of termination are non-refundable.
7. EMPLOYEES
During the term of this Agreement and for a period of 12 months thereafter:
a) MDI Solutions agrees not to recruit or contract with, either directly
or through a third party, any Customer personnel unless a specific
request in writing is made to Customer and subsequently authorized,
acting reasonably; and,
b) Customer agrees not to recruit or contract with, either directly or
through a third party, any MDI Solutions personnel unless a specific
request in writing is made to MDI Solutions and subsequently
authorized, acting reasonably.
8. WARRANTY
a) MDI Solutions warrants to Customer (1) that it is authorized to enter
into this Agreement, (2) that the Services performed under this
Agreement will be performed using reasonable skill and care.
b) EXCEPT FOR THE WARRANTIES CONTAINED HEAREIN, MDI SOLUTIONS DISCLAIMS
ALL OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, AND INFRINGEMENT AND THOSE ARISING FROM STATUTE
OR OTHERWISE IN LAW OR FROM THE COURSE OF DEALING OR USAGE OF TRADE.
MDI SOLUTIONS DOES NOT REPRESENT OR WARRANT THAT ANYTHING PRODUCED BY
OR FROM THE SERVICES WILL MEET ANY OR ALL OF CUSTOMER'S PARTICULAR
REQUIREMENTS, THAT ITS OPERATION WILL BE ERROR-FREE OR UNINTERRUPTED
AND THAT ALL PROGRAMMING ERRORS IN THE SOFTWARE CAN BE FOUND OR
CORRECTED, UNLESS OTHERWISE SET OUT IN THIS AGREEMENT.
9. LIMITATION OF LIABILITY
In the event of damages caused by the direct actions of MDI Solutions, MDI
Solutions's maximum liability to Customer will be limited to direct
damages, not to exceed the total Charges paid by Customer to MDI Solutions
under this Agreement. In any event MDI Solutions will not be liable for
consequential damages or losses incurred by third parties.
10. This Agreement shall be governed and interpreted in accordance with the
laws of the province of Ontario.
11. This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and cancels and supersedes any prior
understandings and agreements between the parties hereto with respect
thereto. There are not representations, warranties, forms, conditions,
undertaking or collateral agreements, express, implied or statutory between
the parties other than as expressly set forth in this Agreement, and duly
executed Schedules and Addendums hereto.
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MDI SOLUTIONS
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SCHEDULE 1
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SERVICES
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1. SCOPE
MDI Solutions will make an interfacing resource available to Customer for a
fixed number of days per week as indicated in Paragraph 6 below to provide
general interfacing services as requested by Customer.
2. MDI SOLUTIONS' RESPONSIBILITIES
MDI Solutions will provide interfacing development services including:
a) An integration specialist located on-site or off-site as appropriate
during normal business hours of 9:00am to 5:00pm Monday to Friday,
excluding statutory holidays. Specific days will be designated as
agreed by MDI Solutions and Customer based on availability of
integration consultants.
b) Development of interface specifications as directed by Customer.
c) Adjustments to communication clients as directed by Customer.
d) Data mapping in accordance with Customer-approved data mapping
specifications.
e) Testing of communication clients and data mappings on Customer's
interface engine.
f) Assistance in the resolution of problems. MDI Solutions will make
recommendations to Customer and proceed as directed by Customer.
g) Liaison with vendors on behalf of Customer, as necessary.
h) Liaison with Customer's staff, end users, and management, as
necessary.
3. CUSTOMER'S RESPONSIBILITIES
a) Customer will identify a contact person (or persons) who will be
responsible for: requesting services and assigning specific work to
the retained resource; overall decision making when options and
alternatives are presented by MDI Solutions; coordinating Customer's
internal resources who are assigned to interfacing projects; overall
project planning, including the communication of priorities and
timelines to MDI Solutions; internal communications; resolving issues
that are identified by MDI Solutions to Customer.
b) Customer will provide MDI Solutions staff appropriate access to
physical facilities, the interface engine, interfaced systems, and
Customer's internal network. This includes the provision of passwords
where appropriate.
c) Customer will provide resources for interface testing when requested
by MDI Solutions.
d) Customer will provide all hardware and software, including upgrades,
required to deliver the requested services. e) Customer is responsible
to identify and resolve any workflow issues associated with the
implementation of new interfaces. f) Customer will provide supporting
documentation, if available, to assist with the delivery of requested
services.
4. EXCLUDED SERVICES
a) Ongoing support of the production interfaces is excluded from this
Agreement and is provided by MDI Solutions to Customer under the
separate Support Services Agreement.
b) Application support and maintenance are excluded from this Agreement.
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MDI SOLUTIONS
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5. ADDRESSES OF PARTIES
All correspondence, invoices and payments shall be sent to the following
addresses:
MDI SOLUTIONS: MDI Solutions CUSTOMER: St. Joseph's Health Centre
0000 Xxxxxxxxx Xxxx West 30 The Queensway
Suite 401 Toronto, Ontario
Toronto, Ontario M6R 1B5
M8V 3Y3 Attention:
Attention: Xxxxx Xxxxx
6. CHARGES
The Charges for the Services are as follows:
a) Charges at a_--------------------- , payable monthly in advance
according to the following schedule:
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RETAINER PERIOD NUMBER OF DAYS PER WEEK CHARGE
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April 1st - April 30th
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May 1st - May 31st
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June 1st - June 30th
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July 1st - July 31st
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Aug 1st - Aug 31st
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Sep 1st - Sep 30th
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October 1st - October 31st
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November 1st - November 30th
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December 1st - December 31st
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January 1st - January 31st
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February 1st - February 28th
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March 1st - March 31st
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b) Additional services, invoiced monthly in arrears, are charged at a
preferred customer rate of ---- per hour during Normal Business
Hours and ------- per hour outside of Normal Business Hours
subject to staffing availability.
c) All reasonable travel, accommodation, and meals expenses related to
delivery of the Services are charged at cost, and are not to exceed
----- on a given day without prior consent from Customer. MDI
Solutions will submit to Customer all supporting documentation
sufficient to substantiate such expenses. MDI further agrees that if
an overnight stay is required for delivery of the Services it will use
the Customer's preferred accommodation of the Four Points Sheraton on
Lakeshore Blvd West in Toronto.
CUSTOMER MDI SOLUTIONS
By: By:
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Name: Name: Xxxxx Xxxxx
Title: Title: President
Date: Date:
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