Xxxxxxxx Xx. XXX00000
MDI SOLUTIONS
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EXHIBIT 10.1
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MDI SOLUTIONS SERVICES AGREEMENT
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INTERFACE DEVELOPMENT RETAINER SERVICES
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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 retainer 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
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.
10. This Agreement shall be governed and interpreted in accordance with the
laws of the province of Ontario.
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Contract No. MDI02008
MDI SOLUTIONS
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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.
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Contract No. MDI02008
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 documentation as directed by Customer for the
existing interfaces.
c) Development of interface documentation for future interfaces. A sample
interface document is enclosed in Schedule 2.
d) Adjustments to communication clients as directed by Customer.
e) Data mapping in accordance with Customer-approved data mapping
specifications.
f) Testing of communication clients and data mappings on Customer's
interface engine.
g) Assistance in the resolution of problems. MDI Solutions will make
recommendations to Customer and proceed as directed by Customer.
h) Liaison with vendors on behalf of Customer, as necessary.
i) 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 interface 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, unless specifically requested by Customer for a fixed period
of time. Such work may, upon mutual agreement by both parties, be
provided under a separate signed contract.
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Contract No. MDI02008
MDI SOLUTIONS
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b) Application support and maintenance are excluded from this Agreement.
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) Charges at a rate of -----per hour (Preferred Customer Rate), 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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August 1st - August 31st
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September 1st - September 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 29th
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March 1st - March 31st
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Additional services, invoiced monthly in arrears, are charged at a rate
of --- per hour during Normal Business Hours and ------ per hour
outside of Normal Business Hours subject to staffing availability.
b) All reasonable travel and accommodation 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:
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Contract No. MDI02008
MDI SOLUTIONS
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SCHEDULE 2
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INTERFACE DOCUMENT TEMPLATE
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