Exhibit
10.15
CONTRACT NO.
______________
AGREEMENT FOR URINALYSIS
EQUIPMENT, RELATED SUPPLIES,
AND SERVICE
Between
BROADLANE, INC.
and
DIASYS CORPORATION
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:
SECTION 1
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.
SECTION 2
PARTICIPATION
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.
SECTION 3
ELECTRONIC COMMERCE
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,
ORDER
