Exhibit 10.23
MINNETRONIX, INC.-HEARTWARE, INC.,
SERVICING AGREEMENT
MINNETRONIX, INC.
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PH: 651.917.4060
FAX: ▇▇▇.▇▇▇.▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
SERVICING AGREEMENT
This Servicing Agreement (this "Servicing Agreement") is made and entered
into by and between HeartWare, Inc. ("Buyer") and Minnetronix, Inc. ("Seller")
effective as of August 17, 2006 ("Effective Date"). This Servicing Agreement
provides for the servicing of the products specified below, the purchase and
sale of which is contemplated by that certain Production Services Agreement
dated August 17, 2006 ("Production Services Agreement") by and between Buyer and
Seller, together with Exhibit A thereto dated August 17, 2006 ("Exhibit A").
1. Product Description. This Servicing Agreement relates to the servicing
of the following components to be used in clinical testing of Buyer's
Left Ventricular Assist Device (LVAD) System (each such component
being referred to herein as a "Product" and collectively, "Products"):
Product Seller's Part #
------- ---------------
Pioneer Extender Cable CC-0000-01-4
▇▇▇▇ Pioneer Controller AE-0000-67-8
▇▇▇▇ Pioneer Monitor AE-0000-70-4
▇▇▇▇ Pioneer Monitor A/C Power Supply with Customer Label AM-0000-86-8
Pioneer Monitor Data Cable CC-0000-01-5
▇▇▇▇ Pioneer AC Adapter kit AM-0000-84-1
▇▇▇▇ Pioneer DC Adapter AE-0000-70-7
Pioneer Controller Serial Port Dongle CC-0000-02-0
▇▇▇▇ Pioneer Battery Pack with Customer Label AM-0000-86-5
▇▇▇▇ Pioneer Battery Charger with Customer Label AM-0000-86-6
2. Servicing. Servicing covered by this Agreement ("Servicing") shall
include all activities relating to a Product after a unit has been
invoiced to Buyer. This includes, but is not limited to, activities
such as Product upgrades, repairs, refurbishment, troubleshooting,
Re-Certification, retesting, calibration, service parts sales and
loaner units.
3. Request to Return Product. At any time Buyer intends to return one or
more units to Seller, Buyer shall comply with the terns and conditions
set forth in Section 6.1 of the Production Services Agreement and this
Servicing Agreement.
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4. Warranty Servicing. Warranty Servicing, if applicable, shall be
performed in accordance with Section 10.4 of the Production Services
Agreement and Section A.7 of Exhibit A.
5. Non-Warranty Servicing. Servicing not covered by a warranty from
Seller will be at a cost to Buyer as specified in Section 10 below.
6. Servicing of Returned Units. At the request of Buyer, Seller will be
responsible for Servicing units returned to Seller ("Returned Units").
(a) For Returned Units, Seller is responsible for performing the
following tasks, as applicable:
(i) Inspect the unit upon receipt from Buyer.
(ii) Based on the service action ("Repair", "Upgrade", or
"Re-Certification") requested by Buyer, the following
action-specific tasks identified for each below will be the
responsibility of Seller:
(A) Repair:
1) Diagnose the problem causing the issue and
document the diagnosis.
2) Determine if the repair of the unit is covered by
Seller's warranty.
3) Communicate with Buyer's Service Contact on
findings from investigation and on proposed
actions.
4) Repair the unit per the proposed actions and
document repairs made.
5) Functionally test the repaired unit.
6) Re-calibrate, if necessary, and perform final QA
tests.
(B) Upgrade:
1) Review unit configuration to determine if any
additional upgrades are required.
2) Communicate with Buyer's Service Contact on
additional upgrades as necessary.
3) Perform upgrades as agreed upon by the parties and
document upgrades performed.
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4) Retest as specified in upgrade documentation.
5) Re-calibrate, if necessary, and perform final QA
tests.
(C) Re-Certification:
1) Review the unit to determine if any repair actions
are necessary to re-certify the units.
2) Communicate with Buyer's Service Contact on
repairs that are needed.
3) Repair the unit, if required, per Buyer's
direction and document repairs made.
4) Re-calibrate, if necessary, and perform final QA
tests.
(iii) Perform decontamination services as required, if Buyer has
not submitted a Certificate of Decontamination to Seller
along with the Returned Units as contemplated under Section
6.1 of the Production Services Agreement.
(iv) Ship Returned Unit, including accessories, if any, to Buyer.
(v) Maintain original copies of Servicing records.
(b) Buyer is responsible for performing the following tasks:
(i) Request a Seller's RMA number.
(ii) Arrange for sending a Returned Unit to Seller.
(iii) Arrange for a loaner unit to be sent to Buyer's customer,
if required.
(iv) Perform all necessary post-market surveillance activities.
(v) Authorize Seller to ship Returned Unit to Buyer following
Servicing.
(vi) Communicate with Buyer's customer regarding all issues
associated with the Returned Unit.
(vii) Maintain the shipping and distribution records.
7. Service Parts. At the request of Buyer, Seller may maintain a stock of
service parts to be used in non-warranty Servicing. These parts will
be received,
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inspected, and stored in the same manner as production materials and
components under the Production Services Agreement and the Exhibits
thereto.
8. Records. Seller will document all diagnoses, repairs, and upgrades as
per this Servicing Agreement and will maintain all Servicing records
as specified in Section A.9 of Exhibit A.
9. Buyer's Service Contact. Buyer's representative regarding all
Servicing matters ("Service Contact") shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
HeartWare, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
10. Servicing Costs.
(a) There will be a minimum charge (not including shipping charges),
in accordance with the table set forth in Section 10(c) below,
for all non-warranty Servicing of a Product. If the Product can
be serviced within the minimum non-warranty Servicing charge, the
work will be performed by Seller and Buyer will be notified and
billed. If the cost to service the Product exceeds the minimum
amount, Buyer will be notified of the expected cost and Seller
will proceed with the service after authorization by Buyer.
(b) In certain cases, Buyer may return a Product for Re-Certification
only (no repairs or upgrades) using final QC tests. For these
Products, there will be a minimum Re-Certification charge (not
including shipping charges) in accordance with the table set
forth in Section 10(c) below.
(c) The following table sets forth the minimum non-warranty Servicing
and Re-Certification charges for the Products:
Minimum Servicing Charges
-------------------------------
Non-Warranty Re-Certification
Description Seller's Part # Servicing Only
----------- --------------- ------------ ----------------
Pioneer Extender Cable CC-0000-01-4 $137.50 TBD
▇▇▇▇ Pioneer Controller AE-0000-67-8 $400.00 TBD
▇▇▇▇ Pioneer Monitor AE-0000-70-4 $400.00 TBD
▇▇▇▇ Pioneer Monitor A/C Power Supply
with Customer Label AM-0000-86-8 $142.50 TBD
Pioneer Monitor Data Cable CC-0000-01-5 $ 75.00 TBD
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▇▇▇▇ Pioneer AC Adapter kit AM-0000-84-1 $147.50 TBD
▇▇▇▇ Pioneer DC Adapter AE-0000-70-7 $400.00 ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇▇-▇▇-▇ $ 22.50 TBD
▇▇▇▇ Pioneer Battery Pack with Customer
Label AM-0000-86-5 $400.00 TBD
▇▇▇▇ Pioneer Battery Charger with
Customer Label AM-0000-86-6 $400.00 TBD
(d) All additional costs for Servicing will be charged to Buyer in
accordance with Section 8.8 of the Production Services Agreement.
(e) Prices for Servicing parts that are to be sold separately to
Buyer (i.e., not pursuant to Exhibit A), if any, will be quoted
by Seller to Buyer, with such Servicing parts to be ordered by
Buyer pursuant to a Purchase Order of Buyer submitted to and
agreed upon by Seller.
11. Shipping. Shipping charges for all non-warranty Servicing will be FOB
Origin.
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IN WITNESS WHEREOF, each of the parties has caused this Servicing Agreement
to be executed by its duly authorized representative effective as of the
Effective Date.
SELLER: BUYER:
MINNETRONIX, INC. HEARTWARE, INC.
For Seller Authorized For Buyer Authorized
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President/ CEO Title: COO
Date of Signature: 8/17/06 Date of Signature: 8/31/06
