Xxxxxxxx Xx. XXX00000
MDI SOLUTIONS
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EXHIBIT 10.4
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MDI SOLUTIONS SERVICES AGREEMENT
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INTERFACE SUPPORT SERVICES
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THIS AGREEMENT is made as of the 12th day of September, 2002, between MEDICAL
DATA INTEGRATION SOLUTIONS ("MDI Solutions", a division of Springboard
Technology Solutions Inc.) and Rouge Valley Health System ("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 January 1st, 2003 to December
31st, 2003 (the "Initial Term"). This Agreement will automatically be
renewed for subsequent one-year 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. Similarly MDI Solutions agrees that it
will not at any time sell, market, license or otherwise make available
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anything specifically developed or created by or from the Services for
Customer, to any entity or person without Customer's prior written consent.
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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SCHEDULE 1
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SERVICES
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1. SCOPE
MDI Solutions will provide ongoing interface support for _________________
production interfaces as noted in Schedule 3 of this Agreement, (the
"Interfaces").
MDI Solutions will make modifications to the Interfaces when required. This
includes, but is not limited to: modifications to data tables. In order for
MDI Solutions to perform these activities the attached Interface Change
Request Form (Schedule 2) must be completed and approved and delivered to
MDI Solutions.
2. MDI SOLUTIONS RESPONSIBILITIES
MDI Solutions will provide interface support services including:
a) MDI Solutions will provide on-call pager support to Customer's
technical staff seven (7) days per week, twenty-four (24) hours per
day. MDI Solutions will respond to pages placed by Customer's technical
staff to MDI Solutions's on-call pager within one (1) hour. On-site
response, if necessary and approved by Customer, will be within four
(4) hours of receipt of the call. Should a correction to the Interfaces
be required, MDI will begin problem resolution immediately, subsequent
to the above-noted response times.
b) MDI Solutions will implement changes to the Interfaces upon receipt of
the Interface Change Request Form (Schedule 2) from Customer. MDI
Solutions will consult with Customer to confirm requirements and actual
completion date. MDI Solutions will attempt to implement the change
within the requested timeframe subject to staffing availability.
c) Monthly activity reports detailing all issues, problems and corrections
from the previous month concerning the Interfaces.
d) MDI Solutions will set up the electronic email alert for current and
future production interfaces on Customer's interface engine to notify
Customer's technical staff of any problem.
3. CUSTOMER'S RESPONSIBILITIES
a) Customer will identify a contact person (or persons) who will be
responsible for requesting and coordinating the services provided under
this Schedule, and who has the authority to authorize MDI Solutions to
proceed with on-site corrections or modifications to the Interfaces in
the event of a problem.
b) Customer is responsible to:
i) support interface elements including host system hardware and
software components;
ii) define and schedule parameters for work including satisfactory
downtime windows;
iii) communicate to MDI Solutions, the "failure thresholds" for each
supported Interface;
iv) provide appropriate access (via physical and network means) to
interface components to facilitate problem resolution;
v) provide appropriate logical access (i.e. IDs and Passwords) to
interface components to facilitate problem resolution;
vi) maintain software licenses and maintenance for all applications;
vii) support and manage all internal hospital network components
including those used by Interfaces.
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4. EXCLUDED SERVICES
a) Support of any non-production interfaces not listed on Schedule 3 (the
"Interfaces").
b) Development of new interfaces. Such work may, upon mutual agreement by
both parties, be provided under a separate signed contract. A minimum
of 30 days notice is required before beginning work on a new interface
unless otherwise agreed to by both MDI Solutions and Customer.
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: Rouge Valley Health System
Centenary Health Centre
0000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention:
6. CHARGES
The Charges for the Services are as follows:
a) One-time set up fee of ________ to set up and to test the interface
email alert for the purpose of support, payable upon completion of
set-up.
b) _________ per month payable monthly in advance. Incremental charges
will apply to all supported interfaces additional to the original
_________________---.
c) _______ per standard TCP/IP HL7 interface per month payable monthly in
advance.
_______ per non-standard interface (e.g. FTP or
asynchronous) per month payable monthly in advance.
d) A charge of _____________ per hour, payable monthly in arrears, for all
technical support assistance during normal business hours of 9:00 a.m.
to 5:00 p.m. for support problems which require greater than 15 minutes
to resolve. Work outside of normal business hours will be charged at
time and a half.
e) 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 MDI SOLUTIONS
By: By:
---------------------------- ----------------------------
Name: Name: Xxxxx Xxxxx
Title: Title: Senior Vice President, CTO
Date: Date:
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SCHEDULE 2
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MDI SOLUTIONS INTERFACE CHANGE REQUEST FORM
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1) This form is to be completed for interface changes or maintenance requests.
A separate form should be used for each interface.
2) Please complete the top portion of the form and return it to MDI Solutions.
3) MDI Solutions will complete the bottom section and provide a quote for the
service and return it to the originator for signature.
4) The form, signed by all parties, should then be returned to MDI Solutions
WITH AN ATTACHED PURCHASE ORDER for the amount quoted.
5) Customer should not fill in shaded areas.
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TO BE COMPLETED BY CUSTOMER:
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Date: _______________________________________
Originator's Name: ___________________________
Department: _________________________________
Telephone # _________________________________
a) DESIRED COMPLETION DATE:
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b) REASON FOR CHANGE/REQUEST:
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c) INTERFACE NAME/DESCRIPTION AND VERSION CODE:
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d) VENDOR/SYSTEM NAME (OF SYSTEMS WHICH ARE INTERFACED):
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e) PLEASE PROVIDE A DETAILED DESCRIPTION OF THE CHANGES/REQUEST REQUIRED
(ATTACH ADDITIONAL PAGES AS REQUIRED):
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TO BE COMPLETED BY MDI SOLUTIONS:
--------------------------------
Date: _______________________________________
a) QUOTE:
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b) ESTIMATED DELIVERY DATE: (NOTE: Development efforts by MDI Solutions will
not begin until MDI Solutions receives a signed purchase order)
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c) COMMENTS:
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SIGN-OFF:
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Please sign below if you agree to proceed with the change/request as described.
Signature is required by all parties before proceeding.
INFORMATION SYSTEMS DEPARTMENT
Signature Date
------------------------------- ----------------
Title
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MDI SOLUTIONS
Signature Date
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Title
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SCHEDULE 3
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SCHEDULE OF SUPPORTED INTERFACES
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MDI Solutions will maintain and support the following
__________________________________________________ that may be added or removed
from time to time by way of an approved MDI Solutions Interface Change Request
Form (as provided in Schedule 2):
CUSTOMER MDI SOLUTIONS
By: By:
----------------------------- -----------------------------
Name: Name: Xxxxx Xxxxx
Title: Title: Senior Vice President, CTO
Date: Date:
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