TECHNICAL
SERVICES AGREEMENT
This agreement is entered into this 4th day of October 2005, by and between
Surgicenters of America, Inc. ("ASC") and Trillenium Medical Imaging, Inc., a
wholly owned subsidiary of Wellstar International, Inc. ("Trillenium Medical
Imaging").
WHEREAS, Trillenium Medical Imaging possesses the capability and expertise to
provide certain thermal imaging equipment and training as furtherservices
specified herein (the "Trillenium Services") to ASC; and
WHEREAS, Trillenium Medical Imaging desires to provide the Trillenium Services
to ASC; and
WHEREAS, ASC owns and/or operates ambulatory service centers in various
geographic markets in which ASC believes it will be beneficial to utilize the
Trillenium Services; and
WHEREAS, ASC and Trillenium Medical Imaging desire to formalize their respective
rights and responsibilities regarding Trillenium Medical Imaging providing the
Trillenium Services to ASC, it is
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained here, and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, agreed by and between the parties hereto
as follows:
1. Services
During the term of this Agreement, Trillenium Medical Imaging will perform
the services set forth in Schedule A (the "Trillenium Services"). These
Services will be performed at such times and places as shall be mutually
agreed to by the parties. Trillenium Medical Imaging warrants and
represents that the FDA has approved the use of the equipment and
Trillenium Medical Imaging has the authority to render the Trillenium
Services.
2. Compensation
ASC will collect for the services associated with its use of the Trillenium
Services and will remit all collections to Trillenium Medical Imaging less
ASC fees listed in Exhibit B. These charges are exclusive of any federal,
state or local sales, use or other taxes which may be imposed upon the sale
of Services provided under this Agreement, all of which taxes shall be
payable by Trillenium Medical Imaging as a deduction from collections,
except as may be otherwise required by any applicable law, rule or
regulation. ASC and Trillenium Medical Imaging shall jointly cooperate in
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developing an payment system to assure proper designation of all funds
remitted to Trillenium Medical Imaging to facilitate in the accurate
reporting of all monies received from ASC.
3. Term and Termination
The term of this Agreement will be two (2) years, commencing as of the date
in the first paragraph and ending on 10/3/07. This Agreement may be
terminated at any time by either party without cause upon sixty (60) days
written notice stating the intended date of termination.
Either party may terminate this Agreement at any time in the event the
other party engages in an act or omission constituting a material breach of
any term or condition of this Agreement. The party electing to terminate
this Agreement shall provide the breaching party with not less than sixty
(60) days advance written notice specifying the nature of the breach. The
breaching party shall then have forty-five (45) days from the date of the
notice in which to remedy the breach and conform its conduct to this
Agreement. If such corrective action is not taken within the time
specified, this Agreement shall terminate at the end of the sixty (60) day
period without further notice or demand.
5. Confidentiality & HIPAA
For the purposes of compliance with the privacy provisions of the Health
Insurance Portability and Accountability Act of 1996 (HIPAA), ASC and
Trillenium Medical Imaging's relationship with each other are as "Covered
Entities." As used hereunder, the terms "Covered Entity", "Protected Health
Information", "use" and "disclosure" shall have the meanings ascribed to
them in 42 CFR Section 164.501.
Trillenium Medical Imaging and ASC each agree to conduct their respective
business in accordance with all applicable laws and regulations, including
HIPAA and the regulations promulgated thereunder.
6. Assignment
The Agreement shall be binding upon and shall inure to the benefit of the
ASC and Trillenium Medical Imaging and to each party's successors and
assigns. Nothing contained in the Agreement shall be construed to permit
the assignment by either party of any rights or obligations, and such
assignment is expressly prohibited without the prior written consent of
each party.
7. Amendment
The Agreement may be further amended or modified only by a written
instrument signed by both parties.
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8. Notices.
If to Trillenium Medical Imaging:
Xx. Xxxx X. Xxxxxxx
President
Trillenium Medical Imaging, Inc.
0000 Xxxxxxx Xx.
Xxxxxxx, Xxxx 00000
If to ASC:
Surgicenters of America, Inc.
Mr. R. Xxxxx Xxxxxx
President
0000 Xxxxxxxx Xxxxxxx
Xxxxx, Xxxxx 00000
9. Exclusivity. As a material inducement for ASC to enter into this agreement,
Trillenium Medical Imaging agrees to provide the thermal imaging services
on an exclusive basis for facilities (including affiliated hospitals of
ASC) approved by ASC. This exclusivity is applicable only in markets in
which ASC has a facility. Markets is, for purposes relative to this
Agreement defined as the facility within which ASC has located the
Trillenium Imaging Services and a radius of 10 miles there-around. In the
event Trillenium Imaging Services shall desire to locate its Services in an
area in which ASC has an existing ASC owned or operated facility,
Trillenium Medical Imaging shall provide written notice of such intention
to ASC and ASC shall have a period of fourteen calendar days within which
to notify Trillenium Medical Imaging of ASC's intention to implement the
Trillenium Services in their facility and thereby preclude Trillenium from
otherwise locating its Services within such defined area. ASC shall then
implement use of the Trillenium Services in such facility within 60 days of
giving such notice to Trillenium Medical Imaging. ASC shall notify
Trillenium Medical Imaging in writing of the location of its owned or
operated facilities and shall timely supplement such list from time to time
as it changes..
10. Indemnification. Both parties mutually agree to indemnify and hold each
other harmless from and against all liability, losses, damages, claims,
causes of action, cost or expenses (including reasonable attorneys' fees)
(each a "Loss"), which directly or indirectly arise from the performance of
the services hereunder by the indemnifying party, its agents, servants,
representatives and employees, except to the extent that any such Loss is
caused or contributed by any act or omission of the indemnified party. This
provision shall survive the termination of this Agreement. ASC represents
and warrants to Trillenium Medical Imaging that its utilization of the
Trillenium Services will be conducted in accord with all applicable laws,
rules and regulations, and that all its xxxxxxxx and remittances will also
be in compliance with all applicable laws, rules and regulations.
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11. Insurance. Each party agrees to maintain policies covering risks associated
with the Services being provided with limits of at least One Million
Dollars per occurrence and Three Million Dollars aggregate.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
day and year first written above.
Trillenium Medical Imaging, Inc.
By: /s/ Xxxx X. Antonio
-------------------
Xxxx X. Xxxxxxx
Title: President
Surgicenters of America, Inc.
By: /s/ Xxxxxxx Xxxxxx
------------------
Xxxxxxx Xxxxxx
Title: Senior Vice President
SCHEDULE A
DESCRIPTION OF SERVICES
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ASC will provide medically necessary patient care in the ASC to current
residents at Trillenium Medical Imaging on an "as needed" basis. See Schedule B
for fee payment for the ASC visit.
ASC will be solely responsible for any applicable professional fee billing and
billing the Trillenium Medical Imaging for any medically necessary ASC services
provided that Medicare does not reimburse to ASC due to Medicare Skilled Nursing
Consolidated Billing requirements.
SCHEDULE B
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FEES
Trillenium (Health Imaging) Contract
Facility Costs by Line Item
Per Case Cost
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Registration personnel ($14 per hour @ .25 hours) $ 3.50
Registration Benefits (25 % of base) $ 0.88
Registered Nurse ($25 per hour minimum) $ 25.00
Register Nurse Benefits (25 % of base) $ 6.25
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Subtotal $ 35.63
Credit Card Charge (only if applicable 3%) $ 6.00
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Total $ 41.63
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Training Costs
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2 to 3 Registered Nurses (4 hour training) $ 300.00
Registered Nurse benefits (25% of base) $ 75.00
-----------
Total $ 375.00
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Clarify responsibility for payment
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