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Exhibit 10.14
Translation from Bulgarian
DRAFT NO 14-154 AS OF DECEMBER 16, 1999
CONTRACT
On this current day of December 16, 1999, in the City of Sofia, between:
The NATIONAL HEALTH INSURANCE FUND, represented by Xx. XXXX XXXXXXX SEMERDZHIEV,
Director, and XXXXXXXX XXXXXXX HRISTOVA, Chief Financial Officer, hereinafter
called BUYER, on the one hand and, on the other hand,
AREMISSOFT CORPORATION, represented by Xx. X.X. Xxxxxxx, Director, hereinafter
called SELLER,
the following contract was concluded based on Art.46, paragraph 1 of the Law for
Public Orders:
1.1. The BUYER shall buy and the SELLER shall sell the following goods
and/or services: Supply of Application software
- Integrated Information System PHASE 1 and PHASE 2;
- Provision of installation of the above system at the Head Quarters of the
National Health Insurance Fund and at the Regional Health Insurance Funds
that are situated in the country's District centers;
- Provision of education and support within a 12-month guarantee period after
the system installation.
1.2. The Parties agree to start negotiations for the supply of Application
Software - Integrated Information System Phase 3 and Phase 4, which
negotiations shall be in conformity with the provisions of the Law for
Public Offers.
1.3. Negotiations under the previous paragraph may begin not later than the
date the Seller has performed half (50 percent) of his obligations
under this contract, and the Buyer has paid half (50 percent) of the
contract price.
1.4. The Parties agree that, in the course of the negotiations under
Art.1.2. above, the price of the Application Software supplied
(Integrated Information System PHASE 1 and PHASE 2) shall not exceed
the price, which the SELLER has offered at his financial bid (Leva
8,460,000).
2. The following present indivisible part of this Contract:
(a) the Contract terms and conditions;
(b) the Bid, the Financial Bid inclusive, as presented by the SELLER;
(c) technical specifications;
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(d) Official Letter by the BUYER for assigning the execution of Public
Order;
(e) Attachments Xx.Xx. 1 and 2 for future cooperation between the BUYER and
the SELLER for the provision of licenses and hardware for the 'General
Practitioner' and Hospital Information Systems;
(f) Bank Guarantees for:
- Reimbursement for advance payments made
The bank guarantee shall serve to reimburse the BUYER for advance payments made
under the Contract, in case the SELLER fails to abide by the Contract terms and
conditions. The BUYER shall discharge the Bank Guarantee upon provision of goods
and services stipulated under this Contract, the cost of which equals the amount
of the advance payments made.
The BUYER shall transfer to the account of the SELLER the amount of Leva
1,415,600.00 (one million four hundred and fifteen thousand and six hundred),
which amount presents advance payment for the execution of this Contract as
stipulated for the 1-st and 2-nd Phase.
- Fair Performance
The bank guarantee for fair performance shall be in the amount of 3% (three
percent) of the total Contract price for Phases 1 and 2, or Leva 212,340.00 (two
hundred and twelve thousand and three hundred and forty). It shall secure that
the SELLER abides by all Contract terms and conditions. As soon as the goods and
services have been provided the amount of the guarantee shall be decreased to 1%
(one percent) of the Contract price to cover the liability of the SELLER with
regard to the guarantee period.
- General Bank Guarantee for Contract Fulfillment
The General Bank Guarantee shall enter into legal force only in case the
National Health Insurance Fund pays the BUYER, to the account of the BUYER at
'BULBANK' AD, Sofia, the amount of Leva 5,662,400.00 (five million six hundred
and sixty two thousand and four hundred).
The following are the terms of the Bank Guarantee Contract:
The guarantee shall be payable at first written demand signed by the Director of
the NHIF or by a proxy authorized by the Director, in case the SELLER happens to
be in default of his obligations under this Contract. The proxy shall be
authorized by Letter of authorization with notarized signature of the Director
of the NHIF.
The Bank's liability shall be proportionally reduced with each payment on the
guarantee that has been effected.
Within the term of validity of the guarantee, the Bank's liability may be
extinguished in total or partially only in case the BUYER has approved of the
above in written while designating therewith the amount by which the Bank's
liability has been reduced. The written approval shall be signed by the Director
of the NHIF or by a person authorized by the Director. The latter shall be
authorized by Letter of authorization with notarized signature of the Director
of the NHIF.
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The SELLER shall receive from the Bank portions of the amount guaranteed only
after written confirmation, from the BUYER to the Bank, in which the actual
amount of the portion shall be stated. The amount of interest that has been
agreed between the Buyer and the Bank shall be calculated and transferred to the
BUYER's bank account as of the dates of maturity, for the whole period the
amounts of the guarantee remain with the Bank.
Upon termination of the Contract, the SELLER shall give his approval on the
transfer, by the Bank, of the rest of the amount on the deposit account to the
BUYER.
The terms for payment for Phases 3 and 4 of this Contract shall be negotiated in
the year of 2000 by signing Attachment to the Contract.
To certify of the above the Parties state herewith their wish to perform this
Contract in conformity with the legislation of the Republic of Bulgaria.
This Contract shall enter legal force after the presentation at the NHIF of a
Contract for Issuance of Bank Guarantee for the fulfillment of the general terms
and conditions of the Contract between the BUYER and the SELLER. The Contract
for Issuance of Bank Guarantee shall be signed between 'BULBANK' AD, City of
Sofia, and the SELLER.
This Contract has been prepared and signed in two identical copies, one of which
for each Party.
Signed and sealed by Xx. Xxxx Semerdzhiev
Director of the National Health Insurance Fund
(sign) (seal)
Xxxxxxxx Xxxxxxxx
Chief Financial Officer of the National Health Insurance Fund
(sign)
Signed and sealed by X.X. Xxxxxxx
Director of ArtemisSoft Corporation
(sign)
(FOLLOWS TRANSLATION OF PARTS OF ANOTHER DRAFT CONTRACT)
......... the quality of Goods that are subject to this Contract.
10.2. The cost of concurring services performed by the SELLER, if not included
in the Contract price for provision of Goods, shall be negotiated by the Parties
in advance and shall not exceed the prevailing costs which the SELLER uses for
other parties, when providing similar services.
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11. WARRANTY FOR QUALITY
11.1. The SELLER guarantees that the Goods supplied by him in execution of the
Contract shall be in full conformity with the requirements of the BUYER, as
described in the Technical Specification. The SELLER guarantees that all goods
supplied by him under this Contract shall be faultless both with regard to
defects of constructional, material or productional origin (except in case the
construction and/or the material have been specified by the BUYER), as well as
to defects that have their source in the SELLER's negligence, which defects may
come out upon the normal use of the Goods supplied and under the prevailing
conditions in the country of their final destination.
11.2. The SELLER undertakes the obligation to secure support, operative and
technical assistance, within the framework of the technical support provided by
'Oracle'.
11.3. The SELLER undertakes the obligation, upon notification of any defect that
has emerged in the Goods supplied by him, to promptly and adequately repair or
exchange, on his own account, the defected Goods or parts of them.
11.4. In case the SELLER, after due notification, does not correct the faults in
time, the BUYER is entitled to undertake necessary action from his own name but
on the account of the SELLER, for removing the defects that have emerged in the
Goods.
12. PRICES AND TERMS OF PAYMENT
12.1. The SELLER is entitled to remuneration in the amount of Leva 7,078,000.00
(seven million and seventy eight thousand). The Contract price does not include
VAT since direct supplies of imported software are VAT-exempt.
12.2. The Contract price includes:
- Leva 7,078,000.00 (seven million and seventy eight thousand) for
supplies for Phases 1 and 2, as well as for the following:
- installation of the system at the Head Quarters of the National Health
Insurance Fund and at the Regional Health Insurance Funds situated in the
country's District centers;
- provision of education and support within a 12-month guarantee period
after system installation.
12.3. The SELLER shall be entitled to ask for payment on the Contract against
presentation of a pro-forma invoice for the supply of Goods and/or Services as
well as of a Protocol for the Delivery and Acceptance of the above. The Protocol
shall be prepared in two identical copies and shall be signed by authorized
representatives of the Parties.
12.4. Payments shall be effected by the BUYER within a term not longer than
three banking days considered from the date of presentation of the pro-forma
invoice and the Protocol for Delivery and Acceptance of Goods.
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12.5. In case the BUYER terminates the Contract on one or more of the grounds
that have been stated therewith, or on the grounds of the Bulgarian Law, the
SELLER shall be entitled to remuneration for the Goods actually supplied and/or
the Services actually provided, only in case the latter shall be suitable for
separate use by the BUYER.
13. AMENDMENTS TO THE CONTRACT
13.1. This Contract shall be amended only by mutual agreement between the
Parties expressed in written, and in conformity with the Bulgarian Laws.
14. ASSIGNMENT OF OBLIGATIONS TO THIRD PARTIES
14.1. The SELLER is not entitled to assign to third parties, partially or in
total, his obligations under this Contract, unless the BUYER has given his prior
written approval of such action.
For the correctness of translation:
(Sworn translator X. Xxxxxxx)
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Translation from Bulgarian
DRAFT NO 14-156 AS OF DECEMBER 16, 1999
CONTRACT
On this current day of December 16, 1999, in the City of Sofia, between:
The NATIONAL HEALTH INSURANCE FUND, represented by Xx. XXXX XXXXXXX SEMERDZHIEV,
Director, and XXXXXXXX XXXXXXX HRISTOVA, Chief Financial Officer, hereinafter
called BUYER, on the one hand and, on the other hand
ARTEMISSOFT CORPORATION, represented by Xx. X.X. Xxxxxxx, Director, hereinafter
called SELLER,
the following contract was concluded based on Art.46, paragraph 1 of the Law for
Public Orders:
1.1. The BUYER shall buy and the SELLER shall sell the following goods and/or
services:
- Supply for the NHIF of Application software - Intermediate Integrated
Information System for the registration of secured persons, of medical
service providers, of medicines and of drug-stores, and for reporting the
activities of the above.
- Provision of installation of the above system at the Head Quarters of the
National Health Insurance Fund and at the Regional Health Insurance Funds
that are situated in the country's District centers.
- Provision of education and support within a 12-month guarantee period after
the system installation.
2. The following present indivisible part of this Contract:
(a) the Contract terms and conditions;
(b) the Bid, the Financial Bid inclusive, as presented by the SELLER;
(c) technical specifications;
(d) Official Letter by the BUYER for assigning the execution of Public
Order;
(e) Bank Guarantees for:
- Reimbursement for advance payments
The bank guarantee shall serve to reimburse the BUYER for advance payments made
under the Contract, in case the SELLER fails to abide by the Contract terms and
conditions. The BUYER shall discharge the Bank Guarantee upon provision of goods
and services stipulated under this Contract, the cost of which equals the amount
of the advance payments made.
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The BUYER shall transfer to the account of the SELLER the amount of Leva
98,000.00 (ninety eight thousand), which amount presents advance payment for the
execution of this Contract as stipulated.
- Fair Performance
The bank guarantee for fair performance shall be in the amount of 3% (three
percent) of the total Contract price, or Leva 14,700.00 (fourteen thousand and
seven hundred). It shall secure that the SELLER abides by all Contract terms and
conditions. As soon as the goods and services have been provided the amount of
the guarantee shall be decreased to 1% (one percent) of the Contract price to
cover the liability of the SELLER with regard to the guarantee period.
- General Bank Guarantee for Contract Fulfillment
The General Bank Guarantee shall enter into legal force only in case the
National Health Insurance Fund pays the BUYER, to the BUYER's account at
'BULBANK' AD, the City of Sofia, the amount of Leva 392,000.00 (three hundred
and ninety two thousand).
The following are the terms of the Bank Guarantee Contract:
The guarantee shall be payable at first written demand signed by the Director of
the NHIF or by a proxy authorized by the Director, in case the SELLER happens to
be in default of his obligations under this Contract. The proxy shall be
authorized by Letter of authorization with notarized signature of the Director
of the NHIF.
The Bank's liability shall be proportionally reduced with each payment effected
on the guarantee.
Within the term of validity of the guarantee, the Bank's liability may be
extinguished in total or partially only in case the BUYER has approved of the
above in written, and has designated therewith the amount by which the Bank's
liability has been reduced. The written approval shall be signed by the Director
of the NHIF or by a person authorized by the Director. The latter shall be
authorized by Letter of authorization with notarized signature of the Director
of the NHIF.
The SELLER shall receive from the Bank portions of the amount guaranteed only
after written confirmation, from the BUYER to the Bank, in which the actual
amount of the portion shall be stated. The amount of interest that has been
agreed between the Buyer and the Bank shall be calculated and transferred to the
BUYER's bank account as of the dates of maturity, for the whole period the
amounts of the guarantee remain with the Bank.
Upon termination of the Contract, the SELLER shall give his approval on the
transfer, by the Bank, of the rest of the amount on the deposit account to the
BUYER.
To certify of the above the Parties state herewith their wish to perform this
Contract in conformity with the legislation of the Republic of Bulgaria.
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This Contract shall enter legal force after the presentation at the NHIF of a
Contract for Issuance of Bank Guarantee for the fulfillment of the general terms
and conditions of the Contract between the BUYER and the SELLER. The Contract
for Issuance of Bank Guarantee shall be signed between 'BULBANK' AD, City of
Sofia, and the SELLER.
This Contract has been prepared and signed in two identical copies, one copy for
each Party.
Signed and sealed by Xx. Xxxx Semerdzhiev
Director of the National Health Insurance Fund
(sign) (seal)
Xxxxxxxx Xxxxxxxx
Chief Financial Officer of the National Health Insurance Fund
(sign)
Signed and sealed by X.X. Xxxxxxx
Director of ArtemisSoft Corporation
(sign)
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(FOLLOWS TRANSLATION OF PARTS OF ANOTHER DRAFT CONTRACT)
12. PRICES AND TERMS OF PAYMENT
12.1. The SELLER is entitled to remuneration in the amount of Leva 490,000.00
(four hundred and ninety thousand). The Contract price does not include VAT
since direct supplies of imported software are VAT-exempt.
12.2. The Contract price includes:
- Leva 490,000.00 (four hundred and ninety thousand) for supply for the
NHIF of Application software - Intermediate Integrated Information
System for the registration of secured persons, of medical service
providers, of medicines and of drug-stores, and for reporting the
activities of the above,
as well as for the following:
- installation of the system at the Head Quarters of the National Health
Insurance Fund and at the Regional Health Insurance Funds situated in
the country's District centers;
- provision of education and support within a 12-month guarantee period
after system installation.
12.3. The SELLER shall be entitled to ask for payment on the Contract against
presentation of a pro-forma invoice for the supply of Goods and/or Services as
well as of Protocol for the Delivery and Acceptance of the above. The Protocol
shall be prepared in two identical copies and shall be signed by authorized
representatives of the Parties.
12.4. Payments shall be effected by the BUYER within a term not longer than
three banking days considered from the date of presentation of the Pro-forma
Invoice and the Protocol for Delivery and Acceptance of Goods.
12.5. In case the BUYER terminates the Contract on one or more of the grounds
that have been stated therewith, or on the grounds of the Bulgarian Law, the
SELLER shall be entitled to remuneration for the Goods actually supplied and/or
the Services actually provided, only in case the latter shall be suitable for
separate use by the BUYER.
For the correctness of translation:
(Sworn translator X. Xxxxxxx)
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[The following information is also provided in the Bulgarian Language]
ANNEX NO. 1
With a view to provide for quick integration in the System of the GPs with which
the NHIF is going to sign contracts in the year 2000, both sides agree to
cooperate in:
1. Providing lease finance for about 5000 GPs for a period of 3 years for the
computer system (PC, modem and printer) and the clinical module license for each
GP.
2. The price of this GP system will not exceed the BGL equivalent of USD: 4000.
- including leasing taxes.
3. The Seller will provide the financing through a Bulgarian or Foreign Bank
depending on the conditions.
4. The Buyer will check out the possibility to issue a guarantee for the leasing
of the systems to the financing organization.
5. This Annex is subject to confirmation by both sides in the year 2000.
CA AUCEIAEEOAE(beta): ___________________ FOR BUYER: ______________________
------------------- ----------------------
CA ECIUEIEOAE(beta): ___________________ FOR SELLER:______________________
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[The following information is also provided in the Bulgarian Language]
ANNEX NO. 2
With a view to provide integrated hospital information systems for the 30
regional hospitals in the country both sides agree to the following:
1) The Seller will supply his application software package - integrated hospital
information system, localized according to Bulgarian regulations, for the 30
regional hospitals at a price with 50% discount from the price of a single
installation.
2) The price of the integrated hospital system will not exceed the BGL
equivalent of USD: 300000.- per hospital, based on delivery of the system to 30
hospitals.
3) The Buyer reserves himself the right to announce a procedure according the
Public Procurement Act for the integrated hospital system in 2000-2001.
4) This Annex is subject to further detailing and confirmation by both sides in
year 2000.
CA AUCEIAEEOAE(beta): ___________________ FOR BUYER: _________________________
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CA ECIUEIEOAE(beta): ___________________ FOR SELLER: ________________________
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