DELL Volume Purchasing Agreement Between Dell Marketing, L.P. Vemics Inc. One Dell Way and 3600 Bee Caves Rd. Ste 216 Round Rock, TX 78682 Austin, Texas 78746 Customer No. TBD Customer Point of Contact Tom C. Dorsett President of Healthcare Solutions...
Exhibit
10.27
DELL
Between
Dell
Marketing,
L.P. Vemics
Inc.
One
Dell
Way and
0000 Xxx Xxxxx Xx. Xxx 000
Xxxxx
Xxxx, XX
00000 Xxxxxx,
Xxxxx 00000
“Dell”
“Customer”
Customer
No. TBD
Customer Point
of
Contact Xxx
X. Xxxxxxx
President of
Healthcare Solutions
Telephone 000.000.0000
Fax
512.233.5190
Email xxxxxxxx@xxxxxx.xxx
1. INTRODUCTION
AND SCOPE
As of
the date of Dell's signature, the ("Effective Date"), this Agreement, including
attachments and the terms and conditions of our service programs, if applicable,
the ("Agreement") governs the purchase by Vemics Inc., ("Customer") and
sale by Dell Marketing,
L.P. ("Dell") of computer hardware and related products, including
software licensing arrangements specified in this Agreement ("Products") and
services provided by Dell, enumerated in the standard service descriptions set
forth at xxxx://xxx.xxxx.xxx/xx/xx/xxx/xxxxxxxx/xxxxxxx_xxxxxxx_xxxxxxxxx.xxxx
("Services"). "Customer" shall include any affiliate of Customer who places an
order hereunder, and "Dell" shall include any affiliate of Dell with whom an
order is placed. Purchases of Products and Services in this Agreement shall be
for Customer's internal use only and not for resale purposes. In instances where
Customer purchases through a reseller or distributor, final prices and terms and
conditions of sale and service will be as agreed between Customer and the
independent third party from whom Customer purchases such Products. Dell is not
a party to such contractual relationships.
2.
QUOTES, ORDERING AND PAYMENT
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2.1
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Obtaining Quotes.
Customer may request a quote online from a web-site personalized for
Customer, if available, or directly from Customer's Dell sales
representative. Dell's written quotes are binding on Dell to the extent
indicated therein or as otherwise agreed by the
parties.
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2.2
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Ordering On-line. If
Customer orders on-line, Dell will issue to Customer user names and
passwords the ("Purchase Codes"). By accepting and using the Purchase
Codes, Customer acknowledges the validity of an electronic order, which
shall be deemed to be a writing for all purposes hereunder, and agrees to
be responsible for full payment of any Products or Services ordered using
Customer's Purchase Codes. Customer is responsible for keeping the
Purchase Codes confidential and controlling their
use.
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2.3
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Orders. All orders must
specify Dell's quotation (if any), and reference the Product model number,
Services, options and quantities for each Product or Service ordered,
requested shipment dates and shipping and invoice addresses. Customer
agrees to place orders through the use of electronic online ordering,
unless otherwise agreed by Customer and Dell, in which case such orders
may be placed in writing, by telephone or by facsimile transmission.
Telephone orders must be confirmed in writing or by facsimile. All orders
are subject to acceptance by Dell. Customer may change or cancel an order
up until the time Dell begins manufacturing the Products. Neither Dell nor
Customer is bound by any terms and conditions imprinted on or embedded in
orders, order acknowledgments or other communications between the parties
relating to orders.
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2.4
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Orders by Affiliates.
Customer's corporate parent, subsidiaries and affiliates that are majority
owned by Customer, or its parent, or are under voting control of such
entities and/or related companies, or that are related governmental
entities permitted by statue or other governmental action to procure under
this Agreement (collectively, "Affiliates"), may order Products or
Services under this Agreement. Unless otherwise agreed in writing, any
affiliate or governmental entity that submits an order to Dell or an
affiliate of Dell shall have thereby agree to abide by the terms of this
Agreement. Dell, in its sole discretion, may discontinue selling Products
or Services to any Affiliate or may require additional payment and/or
credit conditions for such
Affiliate.
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2.5
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Prices. The prices for
Products are Dell's then-current public retail prices less Customer's
applicable discount as specified in Attachment 1. Dell reserves the right
to change retail prices at any time for any reason. Such prices are
subject to shortages in materials, increases in the cost of manufacturing
materials or components or other factors beyond
the reasonable control of Dell. The prices charged for Services purchased
under this Agreement will be Dell's then current charges for such Services
as set forth on Dell's quotation or the amount set forth on the relevant
Statement of Work ("SOW") relating to such
Services.
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1
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2.6
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Deli Standard Pricing Discount
Policy. Unless the customer and Dell have agreed to a different
discount, Dell's standard pricing policy for Dell-branded systems, which
include both hardware and services in one discounted price, allocates the
discount off list price applicable to the service portion of the system to
be equal to the overall calculated percentage discount off list price on
the entire system.
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2.7
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Additional Fees; Taxes.
Dell's prices do not include, and Customer is responsible for paying
freight charges, insurance. Except for Dell's franchise taxes and taxes on
Dell's net income, Customer is responsible for any sales and all other
taxes associated with the transaction, and the taxes will be shown on
Dell's invoice. If Customer provides Dell a valid tax exemption
certificate. Dell will not invoice Customer for the affected
taxes.
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2.8
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Invoicing and Payment.
Customer's payment terms will be net thirty (30) days from the date of
invoice, subject to continuing credit approval by Dell. The invoice date
will not be earlier than the shipment date from Dell's facility for the
Products invoiced. Additional charges may apply if Customer requests
Services that are performed outside contracted hours or are beyond the
normal coverage for the particular Service. Customer will reimburse Dell.
for all actual, reasonable, documented out-of-pocket expenses, including
travel expenses that Dell incurs at Customer's request. For invoices not
paid within thirty days of the invoice date, Dell reserves the right to
charge Customer a late penalty charge of one percent (1%) per month
applied against undisputed overdue amounts. In addition, Dell may, without
waiving any other rights or remedies to which it may be entitled, refuse
to ship ordered Products and may seek collection from Customer of any
unpaid amounts, including reasonable legal fees and costs of
collection.
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2.9
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Shipping; Delivery;
Title. When Dell accepts an order, Dell will provide Customer with
an estimated ship date or dates for all Products ordered. Title to the
Products, except for software that is subject to licensing agreements (see
"Software Licensing" below), passes from Dell to Customer when Dell ships
the Products from its manufacturing location. If Customer is not satisfied
with the Products, it has the right to return them under the then current
"Total Satisfaction" return policies described
below.
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Customer
may select from one of the two following shipping options: (1) Customer may
direct Dell to ship Products using Dell's designated carrier or (2) Customer may
designate another carrier. If Customer directs Dell to ship using Dell's
designated carrier, Dell will invoice Customer for shipping and handling costs,
and Dell will bear the risk of loss of or any damage to the Products during
shipping. If Customer directs Dell to ship using Customer's designated carrier,
Dell will ship Products via Customer's carrier, freight collect or freight
prepaid by Customer, and Customer will bear the risk of loss of or any damage to
the Products during shipping.
3.
DELL PRODUCTS, THIRD PARTY PRODUCTS AND TOTAL SATISFACTION
POLICY
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3.1
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Dell-Branded Products and Third
Party Products. 'Dell-branded" means computer hardware products
that are marked with the "Dell" brand, including all standard components
thereof, but does not include any of the following items: (i) software,
sound cards, speakers, external devices, accessories or parts added to the
Dell-branded hardware products after they are shipped from Dell; (ii)
accessories or parts added to the Dell-branded hardware products through
Dell's Custom Factory Integration Services at Customer's request; (iii)
accessories or parts that are not installed in the Dell factory; (iv)
Third Party Software and Peripheral products; or (v) monitors, keyboards
and mice, to the extent that they are not, included in Dell's products
listed online.
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3.2
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Product Specification.
Dell may revise or discontinue Product offerings at any time
without prior notice to Customer. A change in a Product may occur between
the time that Customer orders a Product and the time that Dell ships the
Product. As a result, Products shipped may display minor differences from
the Products Customer ordered, but they will meet or exceed all material
specifications of the Products Customer ordered. In addition, Dell will
meet with Customer quarterly to discuss product roadmaps on any
configurations for which Customer receives special
pricing.
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3.3
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Software Licensing. Dell
may distribute software, including software licensed by third party
software manufacturers or marketers, with the Products. All software
distributed with the Products is subject to the license agreement provided
with the software and is subject to third party warranties, if any.
Customer agrees that Customer and all of Customer's end-users of the
software are bound by, and will abide by, all such software licensing
agreements.
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3.4
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"Total Satisfaction" Return
Policy. Under Dell's "Total Satisfaction" Return Policy, as in
effect from time to time, Dell-branded Products may be returned to Dell
for a refund of the purchase price if already paid. A Credit Return
Authorization Number must be requested by Customer and issued by Dell
before Products are returned. The returned Products must be shipped to
Dell in their original packaging, shipping charges prepaid. Risk of loss
or damage during shipment to Dell is the responsibility of Customer.
Returned Products must be in as new condition, and all of the manuals,
diskettes, power cords and other items included with Products must be
returned.
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2
4.
LIMITED WARRANTIES
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4.1
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Limited Warranty.
Dell-branded Products will conform to the Dell specifications current when
the Product is shipped and will be free from defects in materials and
workmanship for a period of up to one or three years, depending upon a
variety of factors, including the Product purchased and where the Product
is shipped and used. Unless the parties otherwise agree in writing,
notebook batteries that are included with Dell-branded Products will carry
a one (1) year limited warranty. Dell shall provide to Customer a
description of the available warranty for any particular Product in any
location at Customer's request. The limited warranty period for Products
begins on the date of invoice. Services provided by Dell shall be
performed in a good and xxxxxxx like
manner.
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4.2
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No Warranty of Function or for
a Particular Use. Dell does not warrant that its Products, when
used, will function in any specific configuration that includes hardware
or software not provided by Dell or will function or can be used to
produce a particular result, even if the specific configuration or the
result has been discussed with
Dell.
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4.3
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Third-Party
Software.
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4.3.1
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Warranty. Dell does not
warrant third-party software products. Any warranty provided on a software
or Dell Software and Peripherals product is provided by the publisher or
original manufacturer and may vary from product to
product.
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4.3.2
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License Agreement. All
software, including Microsoft software, is provided subject to the license
agreement that is part of the package. Dell has the right to provide such
software to Customer. Each Buyer purchasing under this Agreement agrees
that it will be bound by the license agreement once the package is opened
or the seal is broken.
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4.4
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High Risk Applications
Disclaimer. Dell has not tested or certified its Products, Services
or Deliverables for use in high risk applications including medical life
support, medical device, direct physical patient contact, water treatment,
nuclear facilities, weapon systems, mass and air transportation control,
flammable environments, or any other potentially life critical uses.
Customer understands and agrees that Dell makes no assurances or
warranties that the Products, Services or Deliverables are suitable for
any high-risk uses..
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4.5
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Other Exclusions. This
warranty does not cover damage due to external causes, including accident,
abuse, misuse, problems with electrical power, service (including
installation or de-installation) not performed or authorized by Dell,
usage not in accordance with Product instructions, normal wear and tear,
and problems caused by use of parts and components not supplied by Dell.
The warranty does not cover accessories or parts added to a Dell system
after the system is shipped from Dell or non-Dell-branded accessories or
parts added to a Dell system through CFI Services. DELL MAY REVISE ITS
LIMITED WARRANTIES FROM TIME TO TIME BUT ANY SUCH CHANGE WILL NOT AFFECT
PRODUCTS ORDERED BY CUSTOMER PRIOR TO THE DATE OF SUCH CHANGE. IF CUSTOMER
HAS NOT TIMELY PAID DELL FOR PRODUCTS OR SERVICES, THE WARRANTY(S) FOR THE
UNPAID PRODUCTS SHALL BE VOID. ANY WARRANTY PROVIDED ON SOFTWARE OR A
THIRD PARTY SOFTWARE OR PERIPHERAL PRODUCT IS PROVIDED BY THE PUBLISHER OR
ORIGINAL MANUFACTURER AND MAY VARY FROM PRODUCT TO PRODUCT. DELL
DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE RELATING TO THE PRODUCTS AND
SERVICES.
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4.6
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Limitation of Liability.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, DELL AND CUSTOMER EACH
EXPRESSLY AGREE AND UNDERSTAND THAT THE OTHER PARTY WILL NOT HAVE ANY
LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR FOR LOST OR
CORRUPTED DATA OR SOFTWARE. NEITHER PARTY SHALL BE LIABLE FOR ANY
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER THIS
AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THEIR POSSIBILITY. THIS
LIMITATION OF LIABILITY APPLIES BOTH TO PRODUCTS AND SERVICES CUSTOMER
PURCHASES UNDER THIS AGREEMENT. DELL'S TOTAL LIABILITY ARISING OUT OF, OR
IN CONNECTION WITH, ANY EVENT OR SERIES OF CONNECTED EVENTS OCCURRING IN
CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF ONE MILLION
DOLLARS ($1,000,000) OR THE U.S. DOLLAR EQUIVALENT OF THE TOTAL DOLLAR
AMOUNT OF PRODUCTS AND SERVICES PURCHASED BY CUSTOMER PURSUANT TO THIS
AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE DELL IS
NOTIFIED BY CUSTOMER OF ANY CLAIM OF LIABILITY, EXCEPT WHERE LOCAL LAW, IF
SUCH LOCAL LAW IS FOUND TO APPLY TO THIS AGREEMENT, PROHIBITS ANY SUCH
LIMITATION. IN THE EVENT THE LAW OF ANY JURISDICTION WHICH APPLIES TO THIS
AGREEMENT PROHIBITS IN ANY PART ANY LIMITATION IN THIS PARAGRAPH, THE
PARTIES AGREE THAT SUCH LIMITATION SHALL BE MODIFIED, WITHOUT FURTHER
ACTION OF EITHER PARTY, SO AS TO BROADLY APPLY TO THE MAXIMUM EFFECT
ALLOWED BY GOVERNING LAWS.
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3
5. SERVICE
OPTIONS
Dell will
provide Services in accordance with Attachment 2 and/or any mutually agreed
Statement of Work (SOW) as selected by Customer. Certain levels of service may
not be available in some remote areas. In the event of a conflict between
the terms of this Agreement (including Attachment 2) and a SOW, the terms of
these documents will be followed according to the following order of preference:
(1) the SOW, (2) any attachment to the SOW, (3) Attachment 2 and (4) the
Agreement. For any Products purchased before Customer purchases the Services.
Dell reserves the right to inspect such Products prior to agreeing to provide
the Services. Dell reserves the light to repair or replace any system that
displays a malfunction or other problem.
6. ADDITIONAL
OFFERINGS
Dell
also provides the following options to Customer in accordance with Dell's terms
and conditions in effect at the time of purchase:
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6.1
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Custom Factory Integration
Services. Customer may purchase factory integration services,
including installation of Customer's custom software image, asset tagging,
hardware integration or other consulting or system integration services
("CFI Services"), upon the terms and conditions set forth in Attachment
3.
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6.2
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Employee Purchase Program.
Where allowed by applicable law, Customer may extend to its
employees the right to purchase selected configurations of Dell Products
at a discount. Customer's employees' purchases will be governed by Dell's
standard terms and conditions of sale for individuals in effect at the
time of purchase, and not this
Agreement
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6.3
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Other Programs or
Services. This Agreement covers only those Services and offerings
specifically agreed to by and between Dell and Customer. Services provided
hereunder beyond the descriptions or agreements set forth herein shall be
subject to agreed terms and conditions, fees and/or
charges.
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7. OUR
RELATIONSHIP
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7.1
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Indemnification for
infringement of Third Party Intellectual Property Rights. Dell will
defend Customer from any claim, demand, cause of action, debt or liability
(including attorneys' fees and expenses) ("Claim") that Dell-branded
Products infringe, misappropriate or otherwise violate any Intellectual
Property (patent, copyright or trademark) rights of a third party
("Indemnified Claim"). Dell will not indemnify Customer or bear any
responsibility for any Claim, in whole or part, upon Customer's
unauthorized modification of the Products or from any combination,
operation or use of the Products with other products or services. Dell's
duty to indemnify under this section is contingent upon Dell receiving
prompt notice of an Indemnified Claim and Dell's right to solely control
resolution of the Indemnified Claim. Except for duty to defend above,
Customer's sole remedy for an Indemnified Claim is as follows: Dell will,
at its expense and in its discretion, either (a) resolve the Indemnified
Claim in a way that permits continued ownership and use of the affected
Product; (b) provide a comparable non-infringing replacement Product at no
cost to Customer, or (c) accept return of the Product freight collect and
provide a reasonably depreciated refund for the Product. This section is
an exclusive statement of Dell's liability and responsibility for
Indemnified Claims, and nothing in this Agreement or elsewhere will
obligate Dell to provide any greater indemnity to
Customer.
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7.2
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Indemnity from Customer to
Dell. To the extent permitted by law, Customer will indemnify Dell
from any Claim: (a) that Customer's modifications of and/or additions to
the Products infringe on, misappropriate or otherwise violate the
Intellectual Property of a third party; (b) by Customer's end-users other
than an Indemnified Claim described in "Dell's Indemnity for Infringement
of Third Party Intellectual Property Rights" above; or (c) that the
Products sold to Customer under this Agreement damage a third party to the
extent such Claim is based on (1) Customer's misuse or abuse of the
Products, negligence or breach of representations and warranties in this
Agreement; (2) failure of Customer to abide by all applicable laws, rules,
regulations and orders that affect the Products; or Customer's failure to
obtain any necessary rights and licenses to permit Dell to perform its
obligations under this Agreement. Customer's duty to indemnify,
defend and hold harmless under this section is contingent upon Customer
receiving prompt notice of any claim, demand, cause of action, debt or
liability for which Customer must indemnify Dell and Customer's right to
solely control the defense of all matters for which Customer is liable
under this Section.
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7.3
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Confidentiality and
Non-Disclosure. The confidential information disclosed under this
Agreement ("Confidential Information") is described generally as current
and future product information, financial and other business information
including, but not limited to all confidential and proprietary information
so designated in writing or verbally by the words "Confidential",
Proprietary" or similar.
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If a
separate, written nondisclosure agreement exists between Dell and Customer, that
agreement will control and will apply according to its terms and conditions to
all Confidential Information the parties exchange with each
other.
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7.4
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Regulatory Compliance and
Export. Each party, at its own expense, will comply with
all applicable laws, orders and regulations of any governmental authority
with jurisdiction over its activities in connection with this Agreement.
Each party will furnish to the other party any information required to
enable the other party to comply with applicable laws and regulations
related to the Products. Dell and Customer acknowledge that Products
licensed or sold under this Agreement are subject to the export control
laws and regulations of the United States or those of other countries in
which they are used and agree to abide by those laws and regulations.
Under U.S. laws and regulations, Products purchased under this Agreement
may not be sold, leased or otherwise transferred to restricted end-users
or to restricted countries. In addition, the products may not be sold,
leased or otherwise transferred to, or utilized by, an end-user
engaged in activities related to weapons of mass destruction, including
but not necessarily limited to, activities related to the design,
development, production or use of nuclear materials, nuclear facilities,
or nuclear weapons, missiles or support of missile projects, or chemical
or biological weapons. Customer and Dell agree to comply with all
applicable export laws, regulations and orders. In addition, each party
agrees to indemnify, defend and hold the other harmless from any claims,
demands or causes of action against the other due to the indemnifying
party's violation or alleged violation of the applicable export laws,
regulations and orders.
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4
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7.5
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Notices. To give notice
under this Agreement, the notice must be in writing and will be effective
when delivered to the other party at the addresses listed at the beginning
of this Agreement. For notices to Dell, Customer will send a copy to Dell
Marketing L.P., Attn: Contracts Manager, Xxx Xxxx Xxx, Xxx 0000, Xxxxx
Xxxx, XX 00000-0000. If no address is set forth, notices will be sent to
the recipient's registered office or, in a region where registration is
not required, to its principal office. Any change of address must be sent
to the other party in writing.
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7.6
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Term and Termination.
The term of this Agreement shall be one (1) year beginning on the
Effective Date, and it will thereafter renew automatically for consecutive
additional one (1) year terms. Either party may terminate this Agreement
or any individual SOW at any time by providing at least thirty (30) days
prior written notice to the other party. Termination of the Agreement will
terminate all SOWs. Termination of one or more SOWs will not, by itself,
terminate the Agreement. Either Party may terminate this Agreement if the
other party commits a material breach of this Agreement and the breach is
not cured within ten (10) business days of receipt of written notice from
the non- breaching party.
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If
either party gives notices of termination, Dell may, but will not be obligated
to, continue to accept orders from Customer following receipt of such notice.
The terms and conditions of this Agreement will control the acceptance and
shipment of any such orders.
8.
MISCELLANEOUS ITEMS
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8.1
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General Assignments and
Assignment for Third Party Leasing. Neither party may assign this
Agreement without the express written consent of the other party, except
that no consent shall be required for any assignments by Dell to its
affiliates. Any proposed assignment by Customer of the right to place
orders hereunder to a third party lessor shall be governed by Dell's
then-current standard terms and conditions for assignment of such purchase
rights. Dell retains the right to subcontract the Services provided under
this Agreement. Notwithstanding anything to the contrary in this
Agreement, Dell shall, without limitation, be permitted to assign or
otherwise transfer any of its accounts receivable resulting from the sale
of Products and Services to Customer pursuant to this
Agreement.
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8.2.
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Non-performance by
Customer. If Customer materially breaches any of its obligations
under this Agreement, including failing to pay for any Products or
Services, Dell may discontinue providing service and technical support,
reporting and other commitments set forth in this
Agreement.
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8.3
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Entire Agreement;
Severability. This Agreement (with all Attachments and applicable
terms and conditions of Dell's service programs) is the entire agreement
between Dell and Customer with respect to its subject matter and
supersedes all prior verbal and written understandings, communications or
agreements between Dell and Customer. No amendment to or modification of
this Agreement, in whole or part, will be valid or binding unless it is in
writing and executed by authorized representatives of both parties. If any
provision of this Agreement is void or unenforceable, the remainder of
this Agreement will remain in full force and will not be
terminated.
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8.4
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Independent Contractor.
The parties are independent contractors. Neither party will have any
rights, power or authority to act or create an obligation, express or
implied, on behalf of another party except as specified in this Agreement.
Customer will obtain all necessary rights and licenses to permit Dell to
perform under this Agreement. Dell will be entitled to rely on any
information or directions provided by Customer in connection with Dell's
performance of any Services.
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8.5
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Force Majeure. Neither
party shall be liable to the other party for any failure to perform any of
its obligations under this Agreement during any period in which such
performance is delayed by circumstances beyond its reasonable control
including, but not limited to, fire, flood, war, terrorism, embargo,
strike, constrained markets, riot or the intervention of any governmental
authority ("Force Majeure"). In such event, however, the delayed party
must promptly provide the other party with written notice of the Force
Majeure. The delayed party's time for performance will be excused for the
duration of the Force Majeure, but if the Force Majeure events lasts
longer than thirty (30) Days, the other party may immediately terminate
this Agreement by giving written notice to the delayed
party.
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8.6
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Survival. The following
Sections of this Agreement shall survive any termination or expiration of
this Agreement and shall continue to bind the parties and their permitted
successors and assigns: "Ordering and Delivery of Products," "Invoicing,
Payment and Security Interest," "Warranties," "Indemnification" (but only
to the extent explicitly provided therein), "Limitation of Liability,"
"Confidential Information," "Import/Export Compliance" and
"Miscellaneous".
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8.7
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Law; Jurisdiction and
Language. The laws governing disputes arising out of this Agreement
shall be the laws of the State of Texas, exclusive of the United Nations
Convention on the International Sale of Goods, and without regard to
principles of conflicts of law. This Agreement is performable in
Xxxxxxxxxx County, Texas.
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5
This
Agreement has been executed on behalf of the parties by their duly authorized
representatives, to be effective on the date described in Section 1 of this
Agreement.
AGREED: Dell
MARKETING
L.P.
ACCEPTED:
Vemics
Inc.
Signature: /s/ Xxxxx
Xxxxxxxxx Signature: /s/ Xxx X.
Xxxxxxx
Name: Xxxxx
Xxxxxxxxx
Name: Xxx X.
Xxxxxxx
Title: Contract
Manager
Title: President of
Healthcare
Date: February 19,
2008
Date: Feb. 19,
2008
6
ATTACHMENT
1 to the Volume Purchase Agreement
RESERVED
7
ATTACHMENT
1 to the Volume Purchase Agreement
Co-Marketing
Agreement
Dell
and Customer agree to utilize their good faith efforts in working together
toward the mutually beneficial objective of promoting the combined partnership
and entering in a co-marketing agreement between both parties.
The
parties plan that the definitive co-marketing agreement will include these key
components:
Dell
and Vemics will create a mutually approved, joint press release announcing the
partnership. The Release will be distributed through both Dell and Vemics'
public relations firms.
Dell
will provide exposure to Vemics' iMedicor portal at the 2008 HIMSS conference.
This consist of scheduled meetings with at least five mutually selected
Independent Software Vendors (ISV), Access to Dell networking events and
presence of Vemics representation in the Dell booth in the exhibit
hall.
Initially
Dell will introduce Vemics to at least five of its Independent Software Vendor
(ISV) Partners for the purposes of creating relationships between Vemics and
ISVs. Vemics will then create relationships with each ISV that will entail the
integration of ISV software and the iMedicor portal. ISV will actively market
iMedicor to its existing and new clients as a value-added premium for fee
service. Dell will receive a portion of all revenue generated from each
relationship, as outlined in a future attachment to this
agreement.
Based
on the success of the first five introductions, Dell will continue to assist
Vemics in creating relationships with the remainder of its ISV
partners.
Vemics
will recommend Dell solutions and standardize on Dell solutions. Additionally,
Vemics will promote Dell products and agree to use mutually agreeable taglines
(ex: "Powered by Dell") to further the promotion of Dell products and
services.
The
non-disclosure agreement effective February 18, 2008 between Dell and Vemics
shall control the release of proprietary or confidential
information.
AGREED: Dell
MARKETING
L.P.
ACCEPTED:
Vemics Inc.
Signature: /s/ Xxxxx
Xxxxxxxxx
Signature:
/s/ Xxx X.
Xxxxxxx
Name: Xxxxx
Xxxxxxxxx
Name:
Xxx X.
Xxxxxxx
Title:
Contract
Manager
Title: President of Healthcare
Date:
February 18,
2008 Date: Feb. 19,
2008
8
