Exhibit 10.8
TECHNICAL 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 Delaware 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 Product Corporate Licensing Agreement ("Licensing Agreement") dated
the __ 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 provide the
following support for the systems and software referred to as "I-TRAX
Immunization" as follows:
TECHNICAL SERVICES:
1. Term. the term of the Technical Services Agreement shall be for five
(5) years terminable by mutual consent at any time prior to the expiration of
three (3) years and terminable by either party after three (3) years upon sixty
(60) days written notice. The Technical Service Agreement shall not be
self-extending.
2. Payment. I-TRAX shall pay Licensor for technical services on a
priced-basis.
3. Duties. Technical services provided shall include but are not
limited to:
a. Implementation of web-enabled applications of I-TRAX including
supervision of web site and Internet service design, construction
and maintenance.
b. Data Migration.
c. Data Mining.
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d. Product Design and Support.
e. Customer Service.
4. Technical Services shall be made available to I-TRAX in electronic
form, accessible via the Internet or otherwise as the parties may agree,
software and documentation, and technical services, if not accepted, shall be
rejected with written indication as to the reasons therefore, otherwise, it will
be deemed accepted.
5. Technical and maintenance support services shall include but not be
limited to; correction of errors, updates and enhancements, telecommunications
solutions support, which includes web-related and communications-related
management services for the purchasing of said services and management of
vendors.
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 crossed 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 would 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.
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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 by overnight/express delivery or sent 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, 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 constitute Licensor, or any of
its employees or officers, as an agent, employee, associate, joint venture, 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 effect 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,
understandings, 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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