This Consulting Services Agreement involves
Title: AGREEMENT FOR URINALYSIS
EQUIPMENT, RELATED SUPPLIES,
Industry: Medical Equipment and Supplies
CONTRACT NO. ______________
AGREEMENT FOR URINALYSIS
EQUIPMENT, RELATED SUPPLIES,
DATED: APRIL 12002
This Agreement for Urinalysis Equipment, Related Supplies, and Service (the "Agreement"), effective as of April 1, 2002 (the "Effective Date"), is between Broadlane, Inc., a Delaware corporation with offices at 13727 Noel Road, Suite 1400, Dallas, Texas 75240 ("Broadlane"), and DiaSys Corporation, a Delaware corporation with offices at 81 West Main Street, Waterbury, CT 06702-2115 ("Supplier").
Broadlane operates a group-purchasing program through which Broadlane negotiates contracts for certain Products on behalf of health care providers (including hospitals, physician offices, nursing homes, ambulatory surgery centers, home care agencies, diagnostic imaging centers, long-term care facilities, etc.) that designate Broadlane as their group-purchasing agent (the "Members"). Member also includes a parent corporation of a health care provider or third party agent that enters into an agreement with Broadlane designating Broadlane as the purchasing agent of the health care provider.
Supplier is a vendor of the products and services listed on Exhibit A (the "Products") and desires to enter into this Agreement to allow the Members to purchase the Products.
Supplier also desires to access the private electronic marketplace created and maintained by Broadlane (the "Broadlane Exchange") so that Supplier can sell products, equipment and services to Member (including, but not limited to, the Products) through an Internet site, an integrated ERP, or other electronic means.
In consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the adequacy and receipt of which are acknowledged, Broadlane and Supplier agree that Supplier shall provide Products to Members under the following terms and conditions:
TERM OF AGREEMENT
This Agreement remains in effect for a period of five years, commencing on the Effective Date and expiring on March 31, 2007 (the "Term"), unless terminated earlier as provided in this Agreement.
2.1 Qualification for Participation. Members (including entities that become Members after the Effective Date) may purchase Products pursuant to the terms of this Agreement. Any Member that withdraws or is terminated from Broadlane membership may not purchase Products pursuant to the terms of this Agreement.
2.2 List of Broadlane Members. Broadlane shall provide Supplier with a list of Members (in electronic format) as of the Effective Date, and shall provide regular updates.
2.3 Termination of Existing Contracts. Any Member that wishes to purchase Products under this Agreement may, at its option and without any penalty or cost, terminate any existing contract or other arrangement with Supplier for the same Products. Supplier shall not directly or indirectly contract with any Member for Products.
2.4 Responsibility and Liability. Each Member is liable directly to Supplier for all payments and any other obligations with respect to Products. Supplier is solely responsible for invoicing Members for Products. Except as set forth in this Agreement, Broadlane has no liability, responsibility, or performance obligations to Supplier relating to any Products.
3.1 Execution of Broadlane Exchange Supplier Agreement. Unless Supplier has an existing Broadlane Exchange Supplier Agreement ("BESA"), Supplier shall execute a BESA in a form mutually agreeable to Supplier and Broadlane within 60 days of the date that Broadlane notifies Supplier of its intention to integrate Supplier to the Broadlane Exchange. The BESA will require Supplier to pay to Broadlane a service fee equal to 1% of the price of all of Supplier's equipment, products, and services purchased through Broadlane's Internet site, through ERP systems of entities that use the Broadlane Exchange, or through any other electronic means. The BESA applies to all purchases from Supplier by entities that sue the Broadlane Exchange, whether or not they are purchases of Products.
3.2 Use of Broadlane Exchange. Upon the execution of the BESA, Supplier shall use the Broadlane Exchange as one of its e-commerce solutions. Supplier shall permit Broadlane to integrate Supplier's order fulfillment system into the Broadlane Exchange so that transaction sets may be electronically transmitted to and from Supplier through the Broadlane Exchange.
3.3 Allocation of Costs. Broadlane is solely responsible for the costs of integration, including the labor costs associated with any third party consultants retained by Broadlane. Supplier is solely responsible for the costs of any and all services, hardware, and software required for Supplier's order fulfillment system applications to interface properly with the Broadlane Exchange. Supplier is solely responsible for the cost of maintenance, monitoring, and support of all components within Supplier's domain including, but not limited to, Supplier's third party services (VAN or other), hardware, software, order fulfillment system, and customer services.
3.4 Remedy if Supplier Does Not Execute BESA. If Supplier has not executed the BESA within the timeframe required by Section 3.1 above, Broadlane has the right to cancel this Agreement upon 30 days prior written notice.
SECTION 4 PRICING, ORDERING, AND DELIVERY
4.1 Pricing and Payment.
4.1.1 Firm Pricing . The prices for each of the Products that Supplier will offer for sale to Members under this Agreement are set forth on Exhibit A. Supplier shall not increase these prices during the Term.
4.1.2 Pricing and Other Data . Supplier shall provide Broadlane with pricing information in an EDI 832 equivalent format, or in Excel format set forth under Section I of Exhibit B. Broadlane and Supplier shall mutually agree upon the method of transmission of this pricing data. In addition, Supplier shall provide the cross-reference file layout, product attributes file layout, and product categorization file layout information set