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EXHIBIT 10.27
CONSULTING AGREEMENT
This Agreement is entered into as of this 10th day of June, 1998, between ADIS
International Ltd ("ADIS"), a New Zealand corporation, with offices located at
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ and MPOWER Solutions
Incorporated, Suite 540, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇.
("Consultant").
1. Independent Consultant. Subject to the terms and conditions of this
Agreement ADIS hereby engages Consultant as an independent consultant to perform
the services set forth herein, and Consultant hereby accepts such engagement.
2. Duties, Term, and Compensation. The duties, term of engagement, and
compensation of Consultant are as described in Exhibit A hereof, which may be
amended in writing from time to time, and which is hereby incorporated by
reference.
3. Written Reports. The full results of Consultant's services shall be
submitted to ADIS in a confidential written report at such time and in such
form, setting forth such information and data as is reasonably requested by
ADIS.
4. Inventions. Any and all inventions, discoveries, development
improvements, and innovations including the programming code conceived by
Consultant during this engagement relative to the duties under this Agreement
shall be the exclusive property of ADIS; and Consultant hereby assigns all
right, title, and interest in the same to ADIS. Any and all inventions,
discoveries, developments, and innovations conceived by the Consultant prior to
the term of this Agreement and utilized by the Consultant in rendering
Consultant's duties to ADIS are hereby licensed to ADIS for use in its
operations and for a perpetual duration. This license is nonexclusive, and may
be assigned by ADIS only to a wholly-owned subsidiary of ADIS.
5. Confidentiality. Consultant acknowledges that during Consultant's
engagement Consultant shall have access to and become acquainted with various
trade secrets, inventions, innovations, processes, compilations of information,
records, and specifications owned or licensed by ADIS and/or used by ADIS in
connection with the operation of its business including, without limitation,
ADIS's business and product processes, methods, customer lists, accounts,
procedures, and source material. Consultant agrees not to disclose any of the
aforesaid, directly or indirectly, or use any of them in any manner, either
during the term of this Agreement or at any time thereafter, except as required
in the course of his/her engagement with ADIS. All files, records, documents,
specifications, information, letters, notes, notebooks, and similar items
relating to the business of ADIS whether prepared by Consultant or otherwise
coming into Consultant's possession shall remain the exclusive property of ADIS.
Consultant shall not make or retain any copies of the foregoing. Upon the
expiration or earlier termination of this Agreement, or whenever requested by
ADIS, Consultant shall immediately deliver to ADIS all such files, records,
documents, specifications, information, and other items in Consultant's
possession or under Consultant's control. Consultant further agrees not to
disclose Consultant's retention as an independent consultant or the terms of
this Agreement to any person without the prior written consent of ADIS and shall
at all times preserve the confidential nature of Consultant's relationship to
ADIS and of Consultant's service hereunder.
ADIS acknowledges that during Consultant's engagement ADIS may have
access to and become acquainted with various trade secrets, inventions,
processes, and innovations owned or licensed by Consultant. Subject to the
following conditions having been met, ADIS agrees not to disclose any of the
aforesaid, directly or indirectly, or use them in any manner, either during the
term of this Agreement or at any time thereafter, except for purposes of
carrying out the provisions of this Agreement:
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1. Consultant shall identify in a reasonably detailed writing the
nature of the confidential information proposed to be disclosed to ADIS;
and
2. ADIS shall also mutually agree in writing that any proposed
confidential information shall be treated as confidential, which
agreement shah not be unreasonably denied; and
3. Any disclosure of Consultant's confidential information shall
not be construed as to place any restriction or limitation whatsoever on
ADIS's use of the deliverables as are specified within Exhibit A,
attached hereto.
Neither party shall have any obligation with respect to any item of
confidential information: (1) known prior to the receipt from the disclosing
party as evidenced by written records; (2) which is or becomes known publicly
through no fault of the receiving party and without breach of this agreement;
(3) which is independently developed by either party; or (4) which otherwise
becomes available to the receiving party through legal sources. The receiving
party may produce or disclose the disclosing party's confidential information
pursuant to, and to the extent required by applicable law, regulation or court
order, provided that the receiving party has notified the disclosing party prior
to such required disclosure and has given the disclosing party an opportunity to
contest such required disclosure and to obtain a protective order.
6. Conflict of Interest. Consultant represents that Consultant is free to
enter into this Agreement, and that this engagement does not violate the terms
of any agreement between Consultant and any third party. Further, Consultant, in
rendering duties, shah not utilize any invention, discovery, development,
improvement, innovation, or trade secret in which Consultant does not have a
proprietary interest.
During the term of this Agreement, Consultant shall devote as much time,
energy and abilities to the performance of the duties hereunder as is necessary
to perform such duties in a timely and productive manner.
For a period of eighteen months following any termination, Consultant
shah not, directly or indirectly, hire, solicit, or encourage to leave the
employment of ADIS, any employee or consultant of ADIS or hire any such employee
or consultant who has left ADIS's employment or consultation within one year of
such employment or consultation.
7. Right to Injunction. The parties hereto acknowledge that the services to
be rendered by Consultant under this Agreement and the rights and privileges
granted to ADIS under this Agreement are of a special, unique, unusual,
extraordinary, and intellectual character which gives them a peculiar value, the
loss of which cannot be reasonably or adequately compensated by damages in any
action at law, and the breach by Consultant of any of the provisions of this
Agreement will cause ADIS irreparable injury and damage. Consultant expressly
agrees that ADIS shall be entitled to injunctive and other equitable relief in
the event of, or to prevent, a breach of any provision of this Agreement by
Consultant. Resort to such equitable relief, however, shall not be construed to
be a waiver of any other rights or remedies which ADIS may have for damages or
otherwise. The various rights and remedies of ADIS under this Agreement or
otherwise shall be construed to be cumulative, and no one of them shall be
exclusive of any other or of any right or remedy allowed by law.
8. Merger. This Agreement shall not be terminated by the merger or
consolidation of ADIS into or with any other entity.
9. Termination. ADIS may terminate this Agreement at anytime by 30 days
written notice to Consultant. In addition, if Consultant is convicted of any
crime or offense, fails or refuses to comply with the written policies or
reasonable directive of ADIS, is guilty of serious misconduct in
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connection with performance hereunder, or materially breaches provisions of the
Agreement, ADIS at any time may terminate this Agreement upon prior written
notice to Consultant.
10. Independent Contractor. This Agreement shall not constitute Consultant
as employee, partner, agent of, or joint venturer with ADIS for any purpose.
Consultant is and will remain, as far as the relationship with ADIS is
concerned, an independent contractor. ADIS shall not be responsible for
withholding taxes with respect to Consultant's compensation hereunder.
Consultant shall have no claim against ADIS hereunder or otherwise for vacation
pay, sick leave, retirement, benefits, social security, workmen's compensation,
disability, or unemployment insurance benefits or employee benefits of any kind.
11. Successors and Assigns. All of the provisions of this Agreement shah be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, if any, successors, and assigns.
12. Choice of Law. The laws of the State of Colorado shall govern the
validity of this Agreement, the construction of its terms and the interpretation
of the rights and duties of the parties hereto.
13. Arbitration. Any controversies arising out of the terms of this
Agreement or its interpretation shall be settled by arbitration in Chicago in
accordance with the rules of the American Arbitration Association, and the
judgment upon award may be entered in any court having jurisdiction thereof.
14. Headings. Section headings are not to be considered a part of this
Agreement and are not intended to be a full and accurate description of the
contents hereof.
15. Waiver. Waiver by one party hereto of breach of any provision of this
Agreement by the other shall not operate or be construed as a continuing waiver.
16. Assignment. Consultant shall not assign any of the rights under this
Agreement, or delegate the performance of any of the duties hereunder, without
the prior written consent of ADIS.
17. Notices. Any and all notices, demands, or other communications required
or desired to be given hereunder by any party shall be in writing an shah be
validly given or made to another party if personally served, or if deposited in
the United States mail, certified or registered, postage prepaid, return receipt
requested. If such notice or demand is served personally, notice shall be deemed
constructively made at the time of such personal service. If such notice, demand
or other communication is given by mail, such notice shall be conclusively
deemed given five days after deposit thereof in the United States mail addressed
to the party to whom such notice, demand or other communication is to be given
as follows:
If to Consultant: MPOWER Solutions Inc
Suite 540
6400 South Fiddlers Green
Englewood
CO. 80111
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
If to ADIS: ADIS Incorporated
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director
Healthcare Information Systems
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Any party hereto may change its address for purposes of this paragraph
by written notice given in the manner provided above.
18. Modification or Amendment. No amendment, change, or modification of this
Agreement shall be valid unless in writing signed by the parties hereto.
19. Entire Understanding. This document and the Exhibit attached constitute
the entire understanding and agreement of the parties, and any and all prior
agreements, understandings and representations are hereby terminated and
canceled in their entirety and are of no further force and effect.
20. Unenforceability of Provisions. If any provision of this Agreement, or
any portion thereof, is held to be invalid and unenforceable, then the remainder
of this Agreement shall nevertheless remain in full force and effect.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day
and year first written above.
ADIS International Ltd. MPOWER Solutions Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director Healthcare Title: President
Information Systems
dated: 10th June 1998 dated: 6-10-98
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EXHIBIT A
TOPIC MAPS DEVELOPMENT PHASE 1
SCOPE: Limited to exploration of application of Topic Maps, prototyping of a
tool and infrastructure issues relating to the knowledge domains in ADIS and
other Welters Kluwer companies.
ASSUMPTIONS:
CONCEPT SCOPING: It is assumed that the key to this project overall, and
to this first phase, is the initial concept discussions between MPower,
Adis, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of High Text, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of SGML Resource
Center. This is scheduled to be held in the second week of [*].
This exercise will set out in detail the tasks for phase 1. At this
stage it is assumed that the Adis thesaurus will be used as the
knowledge domain.
VERSION 1.0 PROTOTYPE: Software
The deliverables for this prototype would consist of a WEB-based
editorial tool for data entry, maintenance and display of
Thesaurus/Topic Map terms. This may include the tools from High Text
depending on the state of those tools. An object-server logical
application design would also be delivered illustrating how the
Thesaurus could be programmatically integrated into both text retrieval
and other software application programs. The actual programming
interfaces for the object-server would not be produced at this time.
VERSION 1.0 PROTOTYPE: Content
The approach toward content development is focused on the total amount
of terms that are included in the prototype. It is estimated that
approximately 7000 terms will need to be normalized into Topic Map term
format. Key synonyms would also be included up to 1000 terms.
The data structures for the prototype would be limited to the ADIS
Thesaurus.
A more complex initial model such as linking a logical sub-set (e.g.
cardiology) of the ADIS Thesaurus to ICD-9 terms will also be explored.
A broad drug hierarchy (therapeutic classes) design would also be
included focused on generic and trade names up to 5000 terms. A sub-set
of which could be inked to another terminology set (e.g. ACNs to NDCs
for a sub-set population). Depending on what we decide, there may be
some additional cost in licensing other terminologies if ADIS does not
already have access to them.
A rough cut on a conceptual database design which would include such
possibilities as multiple industry and international standard
vocabularies, and XML/SGML tagging.
* Confidential Treatment Requested
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PEOPLE
MPower will provide a Product Manager, highly experienced in Topic Map
and vocabulary issues to lead the content elements together with a
Programming Manager and other support programmers as appropriate
together with overall Project Management and direction from ▇▇▇▇▇▇
▇▇▇▇▇▇▇.
Adis will provide key technical and editorial personnel for the initial
scoping stage and meet the costs associated with the external
consultants from High Text and SGML Resource Center.
Adis would further provide 1 technical person and 1 editorial person for
a period of up to 2 months from the beginning of the project to be based
in Denver.
TECHNOLOGY TOOLS AND ARCHITECTURE FOR PROOF OF CONCEPT
The technology to be utilized for the prototype can be flexible however
our preference would be the following.
The database configuration for the final tool could be Oracle or SQL
Server depending on the preference of ADIS. We would also consider
developing the final business rules in C++ if that is ADIS's preference.
The use of Visual Basic at the presentation layer will provide the
ability to run either Windows or Net based clients.
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[BROWSER DIAGRAM]
EDITORIAL TOOL PROTOTYPE
MULTI-TIERED CLIENT SERVER ARCHITECTURE
PROJECT COSTS, PAYMENT AND ACCOUNTING
The project as initially scoped and costed on a hourly charge basis according to
the attached spread sheets is $US [*]. This is subject to review following
the initial concept meeting and may increase or decrease accordingly. However
the adjusted price will be based on a pro-rata basis depending on the hours
estimated following the concept meeting.
Adis will pay in stage payments each of one third, in advance, to be accounted
for against timesheets for the MPower staff.
OTHER ASSUMPTIONS
- Operational QA only for prototype
- Data must be received from ADIS within 2 weeks of project start
- Additional costs: Purchase of Clinical Texts - $[*]
- Out of Pocket Travel expenses for attendance at meetings are to
be extra
- Project completion is expected to be within [*]
* Confidential Treatment Requested
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