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Exhibit
10.18
STRATEGIC ALLIANCE
AGREEMENT
This Agreement (“Agreement”)
is entered into effective the 25 day of October, 2004 for the
purpose of outlining the basic terms under which Agility Healthcare
Solutions LLC, a Colorado limited liability company
(“Agility”), 4441 Cox Road, Glen Allen, Virginia 23060;
and Trenstar Inc., a Colorado company (“Trenstar”),
1100-5613 DTC Parkway, Greenwood Village, Colorado 80111, and eXI
Wireless Inc. (“eXI”), whose address is 100 –
13551 Commerce Parkway, Richmond, BC, Canada V6V 2L1, agree to work
together in furtherance of the purposes and objectives expressed
herein.
The following schedules constitute an
integral part of and are deemed to be incorporated by reference
into this Agreement:
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| Schedule A |
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Products
and Prices |
| Schedule
B |
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Purchase
Orders and Shipping Schedules |
| Schedule
C |
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Payment
and Insurance |
| Schedule
D |
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Installation Services |
| Schedule
E |
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Product
and Installation Support |
| Schedule
F |
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Limited
Warranty |
1. Background and Mutual
Recitations
1.1 Agility. Agility is engaged
in the logistical management of mobile assets for the healthcare
provider industry, providing comprehensive services on a contract
basis, including mobile asset tracking systems, business process
optimization, operational support and equipment financing support
services. Agility has developed a proprietary mobile equipment
management and tracking system, AgileTrac SM
, including
business process optimization analysis and related services for
moveable medical equipment. Agility’s majority shareholder,
TrenStar, Inc. (“TrenStar”) is a holding company
directing and managing business activities undertaken through
operating subsidiaries located primarily in the United States of
America, the United Kingdom and Australia including i) ownership
and the licensing of the use of containers and other high value
portable assets primarily for the beverage, food, chemical and
healthcare industrial sectors and ii) providing, implementing and
managing information technologies for data capture applications
including real-time asset positioning and content information and
monitoring and controlling the movement of information, goods and
returnable packaging, together offering financing, management
services, information technology and technology integration for the
returnable packaging assets of the supply chain.
1.2 eXI. eXI has developed
specialized wireless identification, control and location tools,
systems and products utilizing RFID and barcodes to protect, track
and locate animate an inanimate objects such as but not limited to
hospital patients, infants, staff and mobile or fixed assets. eXI
manufactures, develops and distributes RFID tags and other
proprietary hardware, middleware and software products (“the
Products”) which Agility has determined to be suitable for
existing and projected future requirements of Agility in relation
to its service agreements involving logistical management of mobile
assets for hospitals and other healthcare providers.
1.3 Perceived Joint Opportunity.
Agility and eXI (each a “Party” and collectively the
“Parties”) have determined that their respective areas
of business expertise, proprietary products, processes and
operations capabilities involve synergies and opportunities for
value enhancement through coordinated development, marketing,
integration and implementation of certain of their respective
products and services. Agility and eXI desire to delineate certain
basic terms whereby the parties will collaborate in the marketing
of their respective products and services.
NOW THEREFORE, in consideration of the
premises and of the mutual covenants of the parties herein
expressed, and for other good and valuable consideration exchanged,
the receipt and sufficiency of which are hereby acknowledged,
Agility and eXI have agreed as follows:
2. Marketing
Objectives.
2.1 Mutual Interest Market
Categories. In the course of conducting their respective
routine business activities, Agility and eXI each may identify
clients or prospective clients within the healthcare industry in
North America (which for purposes of this Agreement shall include
hospitals, nursing homes, manufacturers, and other healthcare
service providers, including for-profit, not-for-profit, and
governmental entity proprietors and operators) who require services
or products of the nature performed or provided by the other party
hereto or its associated companies. Subject to the conditions and
limitations expressed herein, both parties agree to support each
other’s efforts to identify and provide appropriate referrals
to their current and future customers who may have interest in
contracting for the other party’s products or
services
2.2 Preferred Provider Status of
eXI. Agility intends to continue to utilize Agility’s own
proprietary business processes and computer software programs for
purposes of its contract services pertaining to the
AgileTrac SM mobile medical equipment management system and
related logistics services, but wishes to utilize the Products as
integral components of the systems and installations provided by
Agility to its healthcare provider customers. Agility agrees that
eXI shall be the preferred supplier of RFID tags and other hardware
products which will comprise the standard hardware platform for
Agility’s comprehensive solution. Agility also agrees that it
will use the brand “Powered by eXI” on all of its
products that use eXI’s hardware, middleware or
software.
Subject to the conditions and
limitations expressed herein or in the Exhibits, Agility intends to
purchase from eXI installation services as outlined in Schedule D
for each comprehensive solution Agility implements for its
customers pursuant to a prior mutual written customer designation
and implementation plan entered into between Agility and
eXI.
2.3 Preferred Purchaser Status for
Agility. eXI hereby grants, and Agility accepts, a limited,
non-exclusive, non-transferable, revocable license to resell and
deploy the eXI Products described in Schedule A on a global basis
in accordance with the terms and conditions of this Agreement.
Agility shall be solely responsible for the pricing extended to,
the invoicing of and collection of payment from any party to whom
it may resell eXI Products. Provided Agility purchases Products of
eXI in accordance with the OEM terms described in Schedules A
through F, eXI agrees to make such Products available to Agility at
the preferred purchaser prices therein set forth. eXI warrants that
any Products sold to Agility by eXI, other than software (which eXI
retains ownership of) will be delivered with clear title and will
conform to any applicable laws and regulations.
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2.4 Joint Marketing
Opportunities. In addition to the agreement of the parties to
collaborate in marketing of their respective services as provided
in Section 2.1, 2.2 and 2.3 above, and Agility’s
intention to integrate the Products as the platform of
Agility’s comprehensive solution for customers, the parties
also recognize that they may hereafter jointly identify a specific
commercial opportunity (customer or target market) within the
healthcare industry as a prospect that most advantageously would be
pursued by them as a combined product and service offering. Any
such determination would be confirmed by the parties in writing and
would include a specification of the products and services
projected to be supplied by each party and the role each would take
in the proposal, contracting and implementation process.
3. Relationship of the Parties
Inter Se and with Respect to Prospective Customers
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Agility and eXI will each act in the
capacity of independent contractors and no partnership or other
business combination or mutual agency is intended to be created
hereby. The parties will undertake, in the utmost good faith, to
cooperate with respect to the exchange of all information and/or
documentation as necessary to enable an appropriate presentation of
the scope of services and description of products to prospective
customers in a manner consistent with the purposes and objectives
of this Agreement.
The parties acknowledge that in
connection with any joint presentations to prospective customers,
the nature of the services to be provided by Agility and eXI
respectively will generally render it desirable for Agility to
contract directly with the healthcare provider customer and to
integrate eXI’s hardware products for purposes of the
requisite customer solution.
4. Expenses and
Fees.
A. Marketing Expenses
. Agility and eXI agree and acknowledge that the costs of
determining the scope of services and products required by
prospective customers, formulating product description and/or
presentation materials, attending any trade shows or exhibitions
and similar activities may involve personnel time, preliminary
creative analysis, travel and other expenses which may not be
reimbursable to the parties or otherwise recoverable from
prospective customers. The parties wi
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