Xxxxxxxx Xx. XXX00000
MDI SOLUTIONS
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EXHIBIT 10.5
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MDI SOLUTIONS SERVICES AGREEMENT
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TIME AND MATERIAL INTERFACE DEVELOPMENT SERVICES
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THIS AGREEMENT is made as of the 13th day of September, 2002, between MEDICAL
DATA INTEGRATION SOLUTIONS ("MDI Solutions", a division of Springboard
Technology Solutions Inc.) and York Central 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 October 1st, 2002 to September
30th, 2003 (the "Initial Term"). This Agreement will automatically be
renewed for subsequent one-month 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 Solutions reserves the right to increase the Charges no more than
once annually, upon 30 days prior written notice.
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 30 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.
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. Customer agrees that it will not at any time
sell, market, license or otherwise make available anything developed or
created by or from the Services, to any entity or person without MDI
Solutions' prior written consent.
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Contract No. MDI02006
MDI SOLUTIONS
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6. TERMINATION
a) Either party may terminate this Agreement upon 60 days written notice
at any time.
b) 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.
c) 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 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 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 HEAREIN, 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
a) In the event of damages caused by the direct actions of MDI Solutions,
MDI Solution's 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.
b) The limitations of liability provided in this Section 9 will apply to
all causes of action regardless of their form, including claims for
breach of contract, strict liability or tort (including negligence).
10. This Agreement shall be governed and interpreted in accordance with the
laws of the province of Ontario.
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 not 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. MDI02006
MDI SOLUTIONS
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SCHEDULE 1
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SERVICES
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1. SCOPE
MDI Solutions will provide the Customer with ongoing interfacing
development services to develop, implement and test existing interfaces to
support system implementations and changes.
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 specifications as directed by Customer.
c) Adjustments to communication clients as directed by Customer.
d) Data mapping in accordance with Customer-approved data mapping
specifications.
e) Testing of communication clients and data mappings on Customer's
interface engine.
f) Assistance in the resolution of problems. MDI Solutions will make
recommendations to Customer and proceed as directed by Customer.
g) Liaison with vendors on behalf of Customer, as necessary.
h) 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 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 and is provided by MDI Solutions to Customer under MDI
Solutions Services Agreement MDI02004.
b) Application support and maintenance are excluded from this Agreement.
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Contract No. MDI02006
MDI SOLUTIONS
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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: Corporate Services
CUSTOMER: York Central Hospital
00 Xxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxx
X0X 0X0
Attention:
6. CHARGES
The Charges for the Services are as follows:
a) Time and Materials hours will be charged at a rate of _------ per hour*
payable on a monthly basis. All overtime hours outside of the normal
business hours of Monday to Friday, 0900-1700 hours, excluding
statutory holidays, will be charged at time and a half.
b) All reasonable equipment and any other materials used in conjunction
with the provision of the Services will be charged in addition. Upon
request MDI Solutions will provide Customer with supporting
documentation sufficient to substantiate such expenses.
c) All reasonable travel, accommodation, and meals 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 can enjoy a MDI Solutions Special Promotional hourly rate at
----------per hour in the first year (the Initial Term) if Customer signs this
Agreement as well as the Interface Support Services Agreement (MDI02007) before
October 1st, 2002. The effective start date of the Interface Services Agreement
(MDI02007) cannot be later than 60 days after the effective start date of this
Agreement. After the Initial Term, the hourly rate will revert to MDI Solutions
standard rate ------------- per hour.
CUSTOMER MDI SOLUTIONS
By: By:
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Name: Name: Xxxxx Xxxxx
Title: Title: Senior Vice President, CTO
Date: Date:
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