Exhibit 10.7
MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT ("Agreement") is made effective and entered into as of
this 3rd day of September, 1999 by and between X-XXXX.XXX, INC., a Delaware
Corporation with its principal place of business at _______________ (hereinafter
referred to as "I-TRAX") and MEMBER-LINK SYSTEMS, INC., a New York corporation
having its principal place of business at 00 Xxxxxx Xxxxxx XX, Xxxxx 000,
Xxxxxxxxxx XX, 00000 (hereinafter referred to as "Licensor").
WHEREAS, I-TRAX and Licensor have entered into a Software and
Proprietary Corporate Licensing Agreement ("Licensing Agreement") dated the 3rd
day of September, 1999; and
WHEREAS, said Licensing Agreement sets forth the terms and conditions
upon which I-TRAX may use the product; and
WHEREAS, the parties hereto recognize that the I-TRAX software will
require technical support by the Licensor in management of the asset.
NOW, THEREFORE, for and as consideration for the parties entering into
the Licensing Agreement, it is hereby agreed that the Licensor shall manage and
service the software referred to as "I-TRAX Immunization" as follows:
BUSINESS MANAGEMENT:
1. Term. The term of the Management Agreement shall be for two (2)
years unless sooner terminated by mutual consent. Thereafter, the Agreement may
be terminated by either party upon sixty (60) days written notice to the other
party.
2. Payment. Payments for the Management of the Technical aspects of the
system and software under this Agreement shall be tendered by I-TRAX during the
term hereof at the rate of Ten Thousand Dollars ($10,000.00) per month.
3. Duties. The duties of the Licensor include but are not limited to
the following:
a. Technical sales support.
b. Sponsorship Development - Licensor shall coordinate with I-TRAX
personnel to develop Web-site sponsors and to manage the business
relationship with existing sponsors.
c. Coordinate and develop a public relations program designed to
promote the business purpose of I-TRAX.
d. Pricing Support. Licensor will provide limited support to I-TRAX
concerning the pricing of services provided by I-TRAX. Pricing
decisions will ultimately be determined by I-TRAX.
e. Assistance in interviewing and hiring a management team for
I-TRAX.
MISCELLANEOUS PROVISIONS
1. TAXES. I-TRAX agrees either to pay directly all property taxes,
licenses, charges and assessments properly levied by any properly constituted
governmental authority upon SOFTWARE or to reimburse Licensor therefor if paid
by Licensor at I-TRAX's written direction. Licensor assumes full responsibility
for the payment of all taxes applicable to Licensor's actions, employees,
facilities and materials for performing services hereunder or applicable to
Licensor's income or gross receipts hereunder, or franchise taxes.
2. ENHANCEMENTS. In the event that I-TRAX has received source code,
I-TRAX may modify, correct or enhance the software in any manner, and any such
modifications, enhancements, or corrections and any related materials and
documentation (and all proprietary rights therein, including copyrights) shall
be mutually cross-licensed on equal terms between I-TRAX and Licensor.
3. COMPLIANCE WITH LAWS. Each party will comply with all United States
and foreign laws, ordinances and regulations properly applicable to this
Agreement.
4. AUTHORITY. The parties hereby represent that they have full power
and authority to enter into and perform this Agreement and the parties do not
know of any contract, agreements, promises or undertakings which should prevent
the full execution and performance of this Agreement.
5. SEVERABILITY. In the event that any provisions of this Agreement
shall be found to be void or unenforceable, such findings shall not be construed
to render any other provision of this Agreement either void or unenforceable,
and all other provisions shall remain in full force and effect unless the
provisions which are invalid or unenforceable shall substantially affect the
rights or obligations granted to or undertaken by a party.
6. NOTICES. Notices provided for under this Agreement shall be sent in
writing and shall be addressed to the addresses first above written and may be
served in person or sent overnight/express mail or by Certified Mail, return
receipt requested. A party may change the address for notification by thirty
(30) days prior written notice thereof to the other party.
7. INDEPENDENT CONTRACTOR. As between Licensor and I-TRAX, the
employees, methods and equipment, and facilities used by Licensor shall at all
times be under its exclusive direction and control. Licensor's relationship to
I-TRAX under this Agreement shall be that of an independent contractor, and
nothing in this Agreement shall be construed to
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constitute Licensor, or any of its employees or officers, as an agent, employee,
associate, joint venturer, or partner of I-TRAX.
8. RESERVATION OF RIGHTS. A party's waiver of any of its remedies
afforded hereunder or by law is without prejudice and shall not operate to waive
any other remedies which such party shall have available to it.
9. HEADINGS. The headings of the provisions of this Agreement are
inserted for convenience only and shall not constitute a part hereof.
10. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Delaware without giving affect to
principles of conflict of law.
11. ENTIRETY. This Agreement together with the attachments, Exhibits,
and Schedules specifically referenced and attached hereto embodies the entire
understanding between I-TRAX and Licensor and there are no contracts,
understanding, conditions, or representations, oral or written, with reference
to the subject matter hereof which are not merged herein. Except as otherwise
specifically stated, no modification hereto, shall be of any force or effect
unless (1) reduced to writing and signed by both parties hereto, and (2)
expressly referred to as being a modification of this Agreement. This Agreement
shall be binding upon and inure to the benefit of the successors and permitted
assigns of the parties hereto.
Attest: X-XXXX.XXX, INC.
______________________________ By: /s/ Xxxxx X. Xxxxxx
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Attest: MEMBER-LINK SYSTEMS, INC.
______________________________ By /s/ Xxxx Xxxxxxxxxxx
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