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STRATEGIC ALLIANCE AGREEMENT

Strategic Alliance Agreement

STRATEGIC ALLIANCE AGREEMENT You are currently viewing:
This Strategic Alliance Agreement involves

Agility Healthcare Solutions LLC | eXI Wireless Inc | Trenstar Inc

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Title: STRATEGIC ALLIANCE AGREEMENT
Date: 12/29/2005
Industry: SCIINS     Sector: TECHNO

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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:

 

Schedule A    -    Products and Prices
Schedule B    -    Purchase Orders and Shipping Schedules
Schedule C    -    Payment and Insurance
Schedule D    -    Installation Services
Schedule E    -    Product and Installation Support
Schedule F    -    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 .

 

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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