Xxxxxxxx Xx. XXX00000
MDI SOLUTIONS
[LOGO OMITTED]
EXHIBIT 10.8
------------
INTERFACE SUPPORT SERVICES
--------------------------
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 June 12th, 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.
1
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.
2
Contract No. MDI03002
MDI SOLUTIONS
[LOGO OMITTED]
SCHEDULE 1
----------
SERVICES
--------
1. SCOPE
MDI Solutions will provide
2. MDI SOLUTIONS RESPONSIBILITIES
MDI Solutions will provide interface support services including:
a) MDI Solutions will implement its "MD Eye" automated monitoring
application and related alert mechanisms for Customer. This
application will monitor all interfaces specified in Schedule 2 of
this Agreement and subsequent addendums thereto.
b) MDI Solutions will provide on-call pager support to Customer's
technical staff seven (7) days per week, twenty-four (24) hours per
day. MDI Solutions will respond to pages placed by Customer's
technical staff or automated monitoring mechanisms within one
(1) hour. On-site response, if necessary and approved by Customer,
will be within four (4) hours of receipt of the call. Should a
correction to the Interfaces be required, MDI will begin problem
resolution immediately, subsequent to the above-noted response times.
c) Monthly activity reports detailing all issues, problems and
corrections from the previous month concerning the Interfaces.
3. CUSTOMER'S RESPONSIBILITIES
a) Customer will identify a contact person (or persons) who will be
responsible for requesting and coordinating the services provided
under this Schedule, and who has the authority to authorize MDI
Solutions to proceed with on-site corrections or modifications to the
Interfaces in the event of a problem.
b) Customer is responsible to:
i) support interface elements including host system hardware and
software components;
ii) define and schedule parameters for work including satisfactory
downtime windows;
iii) communicate to MDI Solutions, the "failure thresholds" for each
supported Interface;
iv) provide appropriate access (via physical and network means) to
interface components to facilitate problem resolution;
v) provide appropriate logical access (i.e. IDs and Passwords) to
interface components to facilitate problem resolution;
vi) maintain software licenses and maintenance for all applications;
vii) support and manage all internal hospital network components
including those used by Interfaces.
4. EXCLUDED SERVICES
a) Support of any interfaces not listed on Schedule 2 (the "Interfaces")
or addendums thereto.
b) Development of new interfaces. Such work may, upon mutual agreement by
both parties, be provided under a separate signed contract.
3
Contract No. MDI03002
MDI SOLUTIONS
[LOGO OMITTED]
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) ------- per month, payable in advance, derived from schedule 2 of this
contract according to the following:
------ per ------ standard interface per month.
-------per non-standard interface ------- per month.
b) A charge of -------- per hour, payable monthly in arrears, for all
technical support assistance during normal business hours of 9:00 a.m.
to 5:00 p.m. Work outside of normal business hours will be charged at
time and a half. Response to a support issue that requires less than
fifteen (15) minutes of effort to resolve will NOT be billed to the
Customer.
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:
------------------------------- -------------------------------
Name: Name: Xxxxx Xxxxx
Title: Title: President
Date: Date:
0
Xxxxxxxx Xx. XXX00000
MDI SOLUTIONS
[LOGO OMITTED]
SCHEDULE 2
----------
SCHEDULE OF
-----------
CUSTOMER MDI SOLUTIONS
By: By:
------------------------------- -------------------------------
Name: Name: Xxxxx Xxxxx
Title: Title: President
Date: Date:
5
