Document/Exhibit Description Pages Size
1: 10-Q/A Amendment No. 2 to Form 10-Q - June 30, 1996 6 19K
2: EX-10.1 Exclusive Distribution 144± 666K
3: EX-10.2 Medial Specialties Master Service Agreement 6 21K
4: EX-10.3 Medical Specialties Master Rental Agreement 8 34K
EX-10.2 — Medial Specialties Master Service Agreement
Exhibit Table of Contents
Portions of this exhibit have been redacted pursuant to a request for
confidential treatment made with the Securities and Exchange Commission and are
reflected herein by [ ]. The Company has filed unredacted versions with the
Securities and Exchange Commission under separate cover.
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MEDICAL SPECIALTIES MASTER SERVICE AGREEMENT
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Master Service Agreement
This Agreement is entered into as of June 1, 1996, between
Medical Specialties Distributors, Inc. ("MSD"), a Delaware corporation located
at 58 Norfolk Avenue, South Easton, Massachusetts 02375, and Coram Healthcare
Corporation ("CUSTOMER"), a corporation with a principal place
of business at 1125 Seventeenth Street, Suite 1500, Denver, Colorado, 80202.
WHEREAS, MSD is in the business of providing certain
maintenance and repair services with respect to a variety of biomedical
equipment, and
WHEREAS, the CUSTOMER uses certain of such biomedical
equipment (the "CUSTOMER Units") in the conduct of its business and desires to
obtain certain services from MSD;
NOW, THEREFORE, in consideration of the mutual promises set
forth below, the parties to this Agreement agree as follows:
Service
1. MSD agrees to perform maintenance and repair services (the "Services")
for the CUSTOMER to meet or exceed manufacturer's standards and any applicable
standards of any governmental authority, which Services and the fees associated
with such Services are set forth on Schedule 1 to this Agreement.
2. Except as it may be precluded from doing so under prior agreements
with third parties, the CUSTOMER agrees to deal exclusively with MSD in
obtaining services that are among the Services.
3. The CUSTOMER may order Services hereunder in writing or by telephone
and or fax. Orders placed by telephone shall be confirmed by the CUSTOMER
within five (5) days in writing. Schedule 2 to this Agreement sets forth a
description of the services provided by MSD hereunder.
4. The CUSTOMER agrees to pay MSD for Services at the prices set forth on
Schedule 1. Payment of the invoice amount by the CUSTOMER shall be due, in
accordance with instructions on the relevant invoice, within thirty (30) days
of the date of the invoice. MSD may modify the prices set forth on Schedule 1,
but only to reflect changes in MSD's direct costs.
5. MSD agrees to use commercially reasonable efforts to complete
preventive maintenance, safety inspections and cleanings within twenty-four
(24) hours of its' receipt of a CUSTOMER Unit or the arrival at a CUSTOMER
place of business of an MSD representative.
6. MSD agrees to use commercially reasonable efforts to complete repairs
within five (5) business days of its receipt of a CUSTOMER Unit. The parties to
this Agreement acknowledge, however, that there may be occasions on which
repairs to a CUSTOMER Unit may require a longer period or can only be completed
by the manufacturer of a CUSTOMER Unit, in which case MSD will notify the
CUSTOMER of the estimated time required for such repairs. Whenever repairs to a
CUSTOMER Unit will require more than five (5) days to complete, MSD shall
notify the CUSTOMER and shall use commercially reasonable efforts to provide to
the CUSTOMER, upon request, a temporary replacement unit of similar function at
no cost (other than shipping costs) until the repairs to the CUSTOMER Unit are
completed.
7. The CUSTOMER shall bear the cost of shipping CUSTOMER Units and
temporary replacement units to an MSD Site and, when necessary, to and from the
manufacturer of a CUSTOMER Unit. The CUSTOMER shall
1
bear the cost of returning CUSTOMER Units sent to MSD for service as well as
the cost to deliver temporary replacement units via United Parcel Service or
similar, overland courier. Upon request from the CUSTOMER, MSD will return
CUSTOMER Units or deliver temporary replacement units by air or other courier
service at CUSTOMER's expense.
8. The parties agree that the replacement of external, cosmetic parts
shall be a part of ordinary preventive maintenance on the CUSTOMER Units
whenever, in the opinion of MSD, such replacement is advisable. The CUSTOMER
agrees to pay the costs of such replacement parts at MSD's standard invoice
prices, but shall not incur any labor costs with respect to such replacements
9. MSD agrees that, if any CUSTOMER Unit requires Service(s) (other than
preventive maintenance) of the specific type provided by MSD within the
previous sixty (60) days with respect to such CUSTOMER Unit, then MSD will
perform such Service(s) again, at no cost to the CUSTOMER.
Term and Termination
12. The initial term of this Agreement shall be five (5) years from the
date hereof
13. Notwithstanding the foregoing, if either party is in breach of this
agreement, the non-breaching party may notify the other party of such breach;
and if such breach is not cured within thirty (30) days of the delivery of such
notice, then the non-breaching party shall have the right to terminate this
Agreement immediately upon notice. Either party may also terminate this
Agreement without cause upon ninety (90) days notice to the other in writing.
Limitation on Liability
14. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR (i) ANY SPECIAL,
CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR (ii) ANY DAMAGES WHATSOEVER RESULTING
FROM LOSS OF USE OR PROFITS THAT THE OTHER PARTY MAY SUFFER, DIRECTLY OR
INDIRECTLY, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE
DEFENDING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification
15. Each party agrees to indemnify, hold harmless and defend the other
from and against all losses, claims, suits, damages, actions, causes of action,
proceedings, demands, assessments, settlements, judgments, costs, expenses or
any other liabilities of any kind or nature (including reasonable attorneys'
fees) alleged, imposed on or arising out of, or relating to the negligence or
willful malfeasance of such party arising from the performance of obligations
under this Agreement. Each party shall timely notify the other of any intended
claim for indemnification hereunder.
Miscellaneous
16. The Schedules to this Agreement are a part hereof, as if set forth in
the body of this Agreement.
17. This document contains the entire agreement relating to the
transactions contemplated hereby and supersedes all prior or contemporaneous
agreements, written or oral, between the parties. This agreement may not be
modified except by a written document signed by an authorized representative of
each party.
18. No term of this Agreement shall be considered waived and no breach
excused or consented to by either party unless a waiver, excuse or consent is
made in writing. No consent, waiver, or excuse by either party in any one case,
express or implied, shall constitute a consent, waiver or excuse in any
subsequent case.
19. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, such provision shall be severed
from this Agreement and the remaining provisions will remain in full force and
effect.
20. All notices required or authorized under this Agreement shall be given
in writing. All notices shall be effective upon receipt, if delivered in person
or by telecopier, or upon mailing, if sent by overnight courier or mailed at a
U.S. Post Office, first class mail, postage prepaid, and addressed or delivered
to the other party's address as set forth above, or such other address as the
party to be served may specify by advanced written notice to the party
delivering notice.
21. This Agreement shall be binding upon, and inure to the benefit of, the
successors and assigns of the parties hereto. However, no party to this
Agreement may assign its rights or delegate its duties hereunder without the
consent of the other party, except that either party may assign this Agreement
to any affiliate.
22. The parties hereto shall each be relieved of their obligations
hereunder if, when, and to the extent that either party is unable to perform or
is limited in its performance hereunder because of force majeure, including,
without limitation: (i) earthquakes, fires, floods, and other acts of God, (ii)
wars, riots, insurrections, or other civil commotions, (iii) strikes, lockouts,
or other labor disputes, (iv) delays of carriers, power failures, or accidents,
or (v) other interruptions of business, casualties, events or circumstances
beyond the control of either party. When the limitation or curtailment caused
by force majeure shall have ended, the obligations hereunder shall be restored
to full force and effect.
23. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have executed this Agreement
with effect as of the date first written above.
MEDICAL SPECIALTIES DISTRIBUTORS, INC.
/s/ JOHN WHISNANT
--------------------------------------
By: John Whisnant
Title: President & CEO
CUSTOMER: Coram Healthcare Corporation
/s/ R. F. ROOSE, JR.
--------------------------------------
By: Robert F. Roose, Jr.
Title: Vice President Materials
Management
SCHEDULE I
SERVICE COSTS
INFUSION EQUIPMENT
1. SERVICES PROVIDED AT AN MSD SITE (includes all repairs and all Services
performed at the nearest MSD Site):
Services Fee
-------- ---
Preventive Maintenance/Safety Inspections $[ ] per unit
Cleaning and Disinfection [ ]
Repairs Labor: $[ ] per hour
[ ]
Parts: [ ]
Replacement of Cosmetics Labor: [ ]
Parts: [ ]
Portions of these exhibits have been redacted pursuant to a request for
confidential treatment made with the Securities and Exchange Commission and are
reflected herein by [ ]. The Company has filed unredacted versions with the
Securities and Exchange Commission under separate cover.
SCHEDULE 2
SERVICE DESCRIPTION
MECHANICAL INSPECTION
o Clean unit (according to Schedule 1)
o Check for proper labeling
o Check switches and membrane for operation
o Check moving components (pistons, fluid seats, valves, etc.)
o Inspect chassis of unit for damage
ELECTRICAL INSPECTION
o Battery
o Charger output
SAFETY INSPECTION
o Electrical leakage tests performed in accordance with JCAHO standards
(testing performed with a Biotek Digital Safety Analyzer model 170)
PERFORMANCE CHECK
o Volumetric output test for pumps (flow rates and pressure limits are
tested using gravimetric analysis and/or Biotek analyzers)
o Drop test for controllers
o Infusion devices and respiratory equipment tested and repaired to meet
or exceed manufacturer standards
o Manufacturer calibration and alarm tests
During a PM each piece of equipment is thoroughly cleaned (as described in
section 1) and labeled with the MSD technician's initials and the date of the
last and next scheduled inspection. The MSD technician will notify the CUSTOMER
branch manager with an estimate of any additional repair costs. Per MSD
standard policy for quality service, at no time are "used" parts installed in
or on a CUSTOMER unit. A service report detailing equipment performance and
safety specifications remains on file at MSD and a copy is included with the
inspected equipment when returned.
Dates Referenced Herein and Documents Incorporated by Reference
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