Xxxxxxxx Xx. XXX00000
MDI SOLUTIONS
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EXHIBIT 10.2
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MDI SOLUTIONS SERVICES AGREEMENT
--------------------------------
INTERFACE SUPPORT SERVICES
--------------------------
THIS AGREEMENT is made as of the 11th day of March, 2003, between MEDICAL DATA
INTEGRATION SOLUTIONS ("MDI Solutions", a division of Springboard Technology
Solutions Inc.) and MOUNT SINAI HOSPITAL ("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 initial term of this Agreement is from April 1st, 2003 to March 31st,
2004 (the "Initial Term"). This Agreement will automatically be renewed for
subsequent one-year terms unless terminated by either party in accordance
with Paragraph 6.
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 may revise support fees any time following the initial twelve (12)
month period (but no more frequently than once during any 12 month
period) by giving Client sixty (60) days prior written notice. The
amount of any increase shall not exceed the Consumer Price Index
("index") for all goods and services for the city of Toronto (as issued
by Statistics Canada or its successor, using 1998 as the base year)
plus three percent (3%). If such Index is no longer available or cannot
otherwise be used for such calculations, a comparable Index shall be
used, adjusted as may be necessary to reflect the foregoing Index
requirements.
c) Customer is responsible for and will pay all relevant sales, excise,
customs, withholding and goods and services taxes.
d) Customer agrees to reimburse MDI Solutions, at cost, for all reasonable
out-of-pocket expenses that directly relate to the provision of the
Services.
e) Payments are due within 60 days of receipt of invoice by Customer. Any
overdue amounts will bear interest at an annual rate equal to the
"prime rate" of MDI Solutions' bank plus 1.5%, calculated and charged
monthly.
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. MDI Solutions agrees to
sign Customer's 3rd Party Confidentiality agreement and ensure their staff
are aware of their responsibilities under this agreement.
Xxxxxxxx Xx. XXX00000
MDI SOLUTIONS
[LOGO OMITTED]
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.
6. TERMINATION
a) Either party may terminate this Agreement upon 90 days written notice
at any time.
b) This agreement will be automatically terminated on the effective start
date of any new support agreement signed between MDI Solutions and
Customer.
c) If a party is in breach of any material provision of this Agreement and
such breach is not remedied within 30 days of receipt of written notice
of such breach from the non-breaching party, the non-breaching party
may terminate this Agreement.
d) 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 current 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 current 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 HEREIN, 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
a) In the event of damages caused by the direct actions of MDI Solutions,
MDI Solutions' 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.
b) The limitations of liability provided in this Section 9 will apply to
all causes of action regardless of their form, including claims for
breach of contract, strict liability or tort (including negligence).
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Contract No. MDI02009
MDI SOLUTIONS
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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 no 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.
Page 3 of 6
Contract No. MDI02009
MDI SOLUTIONS
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SCHEDULE 1
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SERVICES
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1. SCOPE
MDI Solutions will provide ongoing interface support for Customer's
production interfaces.
2. MDI SOLUTIONS RESPONSIBILITIES
MDI Solutions will provide interface support services including:
a) 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 to MDI Solutions' on-call pager within thirty (30) minutes.
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.
b) Monthly activity reports detailing all issues, problems and corrections
from the previous month concerning the Interfaces. c) MDI Solutions
will set up automated alert mechanisms on Customer's interface engine
for current and future production interfaces on to notify MDI
Solutions' on-call staff of any problem.
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 non-production interfaces.
b) Support of the ancillary systems and their interfaces.
c) Development of new interfaces or development of new functionality
within existing interfaces. Such work may, upon mutual agreement by
both parties, be provided under a separate signed contract.
Page 4 of 6
Contract No. MDI02009
MDI SOLUTIONS
[LOGO OMITTED]
5. ADDRESSES OF PARTIES
All correspondence, invoices and payments shall be sent to the following
addresses:
MDI SOLUTIONS: MDI Solutions
0000 Xxxxxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx Xxxxx, President
CUSTOMER: Mount Sinai Hospital
000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention:
6. CHARGES
The Charges for the Services are as follows:
a) --------- per month payable monthly in advance. Incremental charges or
discounts will apply to all supported interfaces added to or removed
from ----------------------
----- per standard _--------------- per month
payable monthly in advance.
--------per non-standard -------------- per month payable
monthly in advance.
b) A charge of ----------------- 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.
c) All reasonable travel, accommodation, and meals expenses related to
delivery of the Services are charged at cost. Upon request MDI
Solutions will provide Customer with supporting documentation
sufficient to substantiate such expenses.
CUSTOMER MDI SOLUTIONS
By: By:
------------------------- -------------------------
Name: Name: Xxxxx Xxxxx
Title: Title: President
Date: Date:
Page 5 of 6
Contract No. MDI02009
MDI SOLUTIONS
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SCHEDULE 2
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CUSTOMER MDI SOLUTIONS
By: By:
------------------------ ------------------------
Name: Name: Xxxxx Xxxxx
Title: Title: President
Date: Date:
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