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Sample Minor Service Contract by c3aUuWY


									            Minor Service Contract - Sample

     THIS AGREEMENT executed in duplicate and dated for reference the                                               day of                                ,

 BETWEEN:                                                                                  AND:

 Private X-Ray Clinic                                                                      HEALTH AUTHORITY

 (hereinafter called the “Agency”)                                                         (hereinafter called the “Contractor”)
 at the following address:                                                                 at the following address:

 CONTACT PERSON:                                                                           CONTACT PERSON:
 PHONE NUMBER:                                                                             PHONE NUMBER:
 FAX NUMBER:                                                                               FAX NUMBER:

WITNESSES that the parties hereto agree as follows:

1.         The Agency and the Contractor agree to the terms contained in the attached Sections 1 through 21, inclusive (“Sections 1 through 21”), and in the
           Schedules to this Agreement (the “Schedules”), all of which shall form a part of this Agreement.

2.         The following is a summary of the terms of this Agreement:

           a)           SERVICES                         See attached Schedule A

           b)           TERM: commencing on

           c)           FEES:                                       See attached Schedule B

           d)           EXPENSES:                                   See attached Schedule B

           e)           TOTAL CONTRACT PRICE:            Amount (approximate - to be revised and adjusted annually)

           f)           BILLING DATES:                              See attached Schedule B

           g)           ADDITIONAL TERMS:                (terms in addition to those listed in the Schedules and in Sections 1 through 21):

3.         In signing this Agreement the Contractor certifies that he/she has read and understands Sections 1 through 21 and the Schedules.

IN WITNESS WHERE OF the parties hereto have duly executed this Agreement on the date set out at the top of this page.

     SIGNED AND DELIVERED by or on behalf of the                                        SIGNED AND DELIVERED by or on behalf of the Contractor (or by an
     Private X-Ray Clinic by an authorized                                              authorized signatory of the Contractor if a corporation)
     representative of the Private X-Ray Clinic

     (Authorized Representative)                                                        (Contractor or Authorized Representative)


Interior Health PACS partnership with two private clinics                                                                               Page 1 of 3
                         THE CONTRACTOR (Interior Health)
                                                                                                  6.    Notwithstanding any other provision of this Agreement, either party may
1. The Contractor shall:                                                                                terminate this Agreement at any time upon thirty (90) days written notice
     (a)      notwithstanding the date of the execution and delivery of this Agreement,                 delivered to the other Party at the address shown on page 1 of this Agreement,
              provide the Services described in Schedule A ( the “Services”), during the                or at such shorter time and in such a manner as may be mutually agreed upon
              Term at the Contract Price set out in Schedule B (the “Contract Price”) in                by the parties.
              accordance with this Agreement;                                                     7.    Upon termination, settlement of any amounts owing shall be calculated and
     (b)      supply all labour, materials and equipment and shall obtain all permits and               paid/refunded based on the standards laid out in Schedule B.
              approvals necessary to provide the Services at its own expense;
     (c)      upon the request of the Agency, fully inform the Agency of the work done by                                      DISPUTE RESOLUTION
              the Contractor in connection with the provision of the Services and permit the
              Agency at all reasonable times to inspect, review and copy all works,
                                                                                                  8.    All disputes, except funding issues, arising out of or in connection with this
              productions, buildings, accounting records, findings, data, specifications,
                                                                                                        Agreement, or in respect of any defined legal relationship associated with it or
              drawings, working papers, reports, documents and material (collectively the
                                                                                                        derived from it, must, unless otherwise provided herein or unless the parties
              “Material”), whether complete or otherwise, that have been produced,
                                                                                                        otherwise agree in writing, be referred to and finally resolved by arbitration
              received or acquired by the Contractor as a result of this Agreement;
                                                                                                        administered by the British Columbia International Commercial Arbitration
     (d)      comply with all applicable laws and legislation, including but not limited to the         Centre under its rules. Notwithstanding the foregoing, either party may at any
              Workers’ Compensation Act, in its performance of the Terms of this
                                                                                                        time refer a dispute, except in relation to funding issues, for mediation provided
                                                                                                        that if the dispute is not resolved within thirty (30) days thereafter, the dispute
     (e)      not assign this Agreement, nor subcontract any of its obligations under this              shall be referred to arbitration as stated above.
              Agreement, to any person, firm or corporation without the prior written
              consent of the Agency;
     (f)      at all times treat as confidential all information and material supplied to or
              obtained by the Contractor or subcontractor as a result of this Agreement and
              not permit the publication, release or disclosure of the same without the prior     9.     This Agreement shall be governed by and construed in accordance with the laws
              written consent of the Agency;                                                             of the Province of ______________.
     (g)      ensure that all persons employed by it in connection with the provision of the      10.    Any notice required to be given by either party hereunder shall be delivered by
              Services are competent to perform them, adequately trained, fully instructed               hand or mailed to the address of the other party as set out on Page 1 of this
              and supervised;                                                                            Agreement (or at such other address as either party may from time to time
     (h)      not in any manner whatsoever commit or purport to commit the Agency to the                 designate by notice in writing to the other), and any such notice mailed as
              payment of any money except pursuant to this Agreement;                                    aforesaid will be deemed to be received on the fifth (5th) day after mailing.
     (i)      establish and maintain time records and books of account, invoices, receipts        11.    This Agreement will be binding upon:
              and vouchers of all expenses incurred in form and content satisfactory to the             (a)     the Agency and its assigns; and
              Agency;                                                                                   (b)     the Contractor and the Contractor’s heirs, successors and permitted
     (j)      indemnify and save harmless the Agency and its employees and agents                        assigns.
              (each an “Indemnified Person”) from any losses, claims, damages, actions,           12.    No waiver of any of the provisions of this Agreement shall be deemed or shall
              causes of action, costs and expenses that an Indemnified Person may                        constitute a waiver of any other provision (whether or not similar) nor shall such
              sustain, incur, suffer, or be put to at any time, either before or after this              waiver constitute a continuing waiver unless otherwise expressly provided. Any
              Agreement ends, which are based upon, arise out of or occur, directly or                   indulgence by or delay or omission by a party to exercise any right arising from
              indirectly, by reason of any act or omission by the Contractor or by any of its            any default or omission will not affect or impair the rights of that party as to any
              agents, employees, officers, directors, invitees or subcontractors in providing            future default or omission.
              the Services, except liability arising out of any independent negligent act by      13.    Everything produced, received or acquired by the Contractor or subcontractor as
              the Agency;                                                                                a result of this Agreement and any property provided by the Agency to the
                                                                                                         Contractor or subcontractor (the “Material”), shall:
     (k)      during the Term provide, maintain and pay for appropriate levels of insurance
                                                                                                         (a)    be the exclusive property of the Agency, and
                                 THE CONTRACT PRICE
                                                                                                        (b)    be delivered by the Contractor to the Agency immediately upon the
2.         In no event will the fees and expenses payable to the Contractor in respect of the                  Agency giving notice of such request to the Contractor.
           Services exceed, in the aggregate, the amount of the Contract Price.
3.         Fees will be based on the rate set out in schedule B as the Rate.                      14.   The copyright in the Material belongs to the Agency.
                                                                                                  15.   The Agency’s obligation to pay money to the Contractor is subject to an
                                                                                                        appropriation being available in the fiscal year of the Agency during which
                                        THE AGENCY
                                                                                                        payment becomes due.
                                                                                                  16.   The Schedules form an integral part of this Agreement.
4.         The Agency shall:                                                                      17.   No amendment or modification to this Agreement will become effective unless
           (a)  pay to the Contractor, in full payment and reimbursement for providing the              the same will have been reduced to writing and duly executed by the parties
                Services and for expenses incurred in connection therewith, the fees and                hereto.
                expenses, in the manner and at times set out in Schedule B, in                    18.   This Agreement constitutes the entire Agreement between the parties pertaining
                accordance with the Agency Policy and the Contractor will accept such                   to the subject matter hereof and supersedes all prior Agreements,
                fees and expenses as full payment and reimbursement as aforesaid; and                   understandings, negotiations and discussions, whether oral or written, of the
           (b)  pay the amount, subject to the Terms of this Agreement upon execution of                parties. There are no warranties, representations or other Agreements between
                this Agreement; and                                                                     the parties in connection with the subject matter hereof except as specifically set
           (c)  make available to the Contractor all available information considered by                forth or referred to herein.
                the Agency to be pertinent to the Services; and                                   19.   Sections 1(c), 14 and 15 of this Agreement will, notwithstanding the expiration or
           (d)  indemnify and save harmless the Contractor, its employees and agents,                   earlier termination of the Term or this Agreement, remain and continue in full
                from and against any and all losses, claims, damages, actions, causes of                force and effect thereafter without limitation.
                action, costs and expenses, including legal costs on a solicitor own Client       20.   The Agency certifies that the property and/or Services ordered/purchased under
                basis, that the Contractor may sustain, incur, suffer or be put to at any time          this Agreement are for the use of, and are being purchased by, the Agency with
                either before or after the expiration or termination of this Agreement, where           Agency funds and are therefore subject to the Goods and Services Tax.
                the same or any of them are based upon, arise out of or occur, directly or
                indirectly, by reason of any act or omission of the Contractor or of any
                agent, employee, officer, director, shareholder or permitted sub-contractor
                of the Contractor pursuant to this Agreement, excepting always liability
                arising out of the independent negligent acts of the Contractor, its
                employees and agents; and
           (e)  obtain, maintain and pay for any insurance which he/she is required to
                have by law or a prudent business person in similar circumstances would
                obtain and maintain to cover any risks he/she may assume or encounter
                as a result of entering into this Agreement.

Interior Health PACS partnership with two private clinics                                                                                                  Page 2 of 3
                                                                        SCHEDULE A


          1. Purpose of the contract

          This contract relates to the provision of access to imaging equipment and services by Health Authority, commonly known as “PACS and RIS”

          2. Contractor Responsibilities

                           The Contractor shall provide a VPN (virtual private network) connection from the site to the Hospital. This shall operate over the high-
                            speed Internet link provided by the agency.

                           Health Authority will receive, process and store images from the Agency

                           The X-Ray images shall be able to be viewed digitally from any licensed ______ view station connected to the network and shall further
                            more be stored digitally, for the legal time required for all X-Ray images. In addition the images shall be able to be printed to film or
                            paper as required.

                           The Contractor shall also provide access to the RIS system associated with the PACS system.

                                                                        SCHEDULE B

                                                                        CONTRACT PRICE

          Fees & Expenses:

          The Agency shall pay the Health Authority as Contractor an annual amount for performing Services during the Term of this Agreement as laid out below:

          Ongoing Costs (Annual)

        Staff Name / IT Service                             Number of Hours/ Year                                $ Costs

        PACS and Radiology Application
        Admission and MRI, training, troubleshooting.
        Desktop Services /Helpdesk, new users,
        support calls.
        Storage Costs

          Start Up Costs:

        Service                    Hours                    Hardware Costs            Personnel Costs          Cost

          The contractor will record the number of images stored and estimate the total amount of gigabits of storage space used during the contract period. The
          contractor shall keep a record of the actual hours spent on PACS administration related to Private X-ray Clinic. This record shall be specific as to the
          dates, hours and details as to the nature of the administrative work required. Adjustments will be made to the contract price at the end of the contract
          period to reflect actual figures based on a fee for PACs administrator time and gigabit of storage required.

          The Agency shall be liable for providing a high speed Internet connection from the site and for providing all the necessary equipment to enable the
          capture of the digital images and any site viewing stations.

Interior Health PACS partnership with two private clinics                                                                                Page 3 of 3

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