Exhibit
10.27


 





 


M
A S T E R   S E R V I C E S   A G R E E M E N T


 


This master services agreement (the “Agreement”) is
made as of September 5, 2003, by and between: Omnicell, Inc., a Delaware
Corporation having its principal place of business at 1101 East Meadow Drive,
Palo Alto, CA  94303  (“COMPANY”), and Aditi Technologies Pvt.
Ltd., incorporated under the Laws of India and doing business in the State of
Washington, having its principal place of business at 2002 - 156th Avenue
NE   Suite 200, Bellevue, WA  98007, (“ADITI”).


 


Each entity shall hereafter be referred to as a
“Party” and jointly as the “Parties.” In consideration of the mutual promises
herein, Aditi and Company agree as follows:


 


 


1.                          DEFINITIONS


 


1.1                               “Aditi Deliverables” shall mean the: (a) Company
Work Product, and (b) any Background Work Product. These will be restricted to
the items described in the Statement of Work.


 


1.2                               “Acceptance Tests” shall mean the
goals and performance standards (including quality of code) set forth in
Customer Satisfaction Surveys conducted each month and required for the
acceptance by COMPANY of the Programs and System as defined herein and as set
forth in the Statement of Work.


 


1.3                               “Background
Work Product” shall mean those preexisting, underlying or commonly used
code, processes, sequences, structures, organization, interfaces, applets,
modules, libraries, and/or other development tools or other work product and
any Intellectual Property Rights thereto described on Exhibit B which Aditi incorporates into the Company
Work Product.  The parties agree that Exhibit
B may be amended from time to time by mutual agreement of the parties.


 


1.4                               “Company Work
Product” shall mean Requirement Specification, Functional
Specification, Design documents, tested software and associated documentation,
maintenance & support service deliverables for software applications and
computing resources and associated documentation and any deliverable defined in
the Statement of Work, prepared by Aditi
for Company pursuant to a Statement of Work, and any Intellectual
Property Rights thereto.


 


1.5                               “Offshore
Development Center (ODC)” shall mean an offshore dedicated center created
by ADITI, for COMPANY to provide services to COMPANY. ODC services include
software development, maintenance & support, computing infrastructure
maintenance & support and any other service within the Information
Technology arena mutually agreed from time to time.  The billing model is Time & Materials based but mostly in a
retainership (fixed per person per month payment) mode. Part of the ODC team
may get involved in Fixed Price Projects from time to time.  Company will have the right to inspect the
ODC from time to time, upon prior written notice to Aditi.


 


Confidential


 


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1.6                                “Fees” shall mean the
development fees that Company shall pay to Aditi
in connection with this Agreement and a Statement of Work.


 


1.7                               “Intellectual
Property Rights” shall mean any patents (including any application,
registration, extension, reexamination, reissue, continuation, or renewal
thereof), copyrights (including any application, registration or renewal
thereof), trade secrets, trademarks (including any application, registrations
and the goodwill associated therewith), service marks, trade dress, droit
moral, or foreign equivalents of the foregoing, and any other proprietary
rights of any nature.


 


1.8                               “Services”
shall mean the services Aditi provides
to Company under this Agreement
or any Statement of Work under this agreement or any change authorization
thereof.


 


1.9                               “Specifications”
shall mean the specifications included in a Statement of Work, which are agreed
to by the Parties with respect to the Services.


 


1.10                        “Statement of
Work” shall mean the document, in the form attached hereto as Exhibit
A, executed by both Parties, setting forth the nature of the Services to be
performed by Aditi, and the
Specifications, responsibilities and delivery schedule therefore.  The Parties may execute Statements of Work
from time to time under this Agreement, and each such Statement of Work shall
be attached sequentially to Exhibit A and incorporated into this
Agreement by reference.


 


2.                          SERVICES


 


2.1                               Scope of Service:  Aditi shall provide any of the following
services or any combination of them to the Company as mutually agreed in the
Statement of Work.


 


(a)                                  On
Site development work;


 


(b)                                  Off
Shore development work; or


 


(c)                                  Off
Shore Development Center as defined under clause 1.5 above


 


2.2                               Terms
of Engagement. During the Term and under the terms and conditions of this
Agreement, Company hereby engages
Aditi to perform the Services
described in one or more Statements of Work that will be negotiated and
executed by the Parties from time to time and attached hereto as attachments to
Exhibit A. Aditi, in consideration
for the compensation described in Section 3 below, hereby agrees to use good
faith, commercially-reasonable efforts to perform such Services. The Parties
agree that this Agreement shall govern all work performed under such Statements
of Work.


 


2.3                               Party
Obligations. Company acknowledges that Aditi’s
obligations are expressly conditioned upon Company: (a) providing adequate
access, where applicable, to all facilities, personnel, background information,
content, computer systems and software required for Aditi to provide the Services, and (b) completing all Tasks
Company has agreed to perform in a timely manner.  Aditi acknowledges
that Company’s obligations are
expressly conditioned upon Aditi:
performing the Services in a professional manner consistent with Software
Engineering Institute industry standards, and delivering the Aditi Deliverables as mutually agreed.


 


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2.4                               Changes
to Statements of Work (SOW). In rare situations, the Parties may add terms
very specific to the SOW.  Such changes
will be authorized in writing by authorized persons of the Parties. These terms
shall prevail over the terms of the Master Services Agreement for the specific
SOW.


 


2.5                               Basis
of Charge:  The Charges will be
structured for each of the SOW. In case of ODC effort, there shall be a fixed
charge for the infrastructure provided. The Services are rendered under Onsite
/ Off Shore or under ODC, and are mainly on a retainership basis.  The parties will mutually agree upon a list
of Aditi employees providing the Services and their respective monthly billing
rates in accordance with the guidelines set forth in Exhibit C.  Accordingly, the delivery schedules and cost
estimates are non-binding, good faith estimates only.


 


2.6                               Subcontractors:
With Company’s prior written consent (which may be withheld in Company’s sole
discretion), Aditi may use
subcontractors to assist in performing its obligations under this Agreement;
provided that such subcontractors have entered into written confidentiality
agreements with Aditi.


 


2.7                               Project
Managers: The Parties shall appoint project managers to manage the
Services, including an Aditi Project Manager reasonably acceptable to Company
who will be based in India at off-shore rates. Each Party shall identify its
project manager and a second level contact in each Statement of Work. All
contact between the Parties regarding the Services to be performed under a
Statement of Work (other than contact that is necessary for or incidental to
provision of the Services) shall be initiated between the project managers and
second level contacts.  Project Managers
and other key team members will participate in weekly conference calls
regarding the status of all Statements of Work.


 


2.8                               Staffing:  Aditi has recruited a team of six
Aditi engineers (the “Initial Team”), who will complete approximately two
months of Company training, starting on September 8, 2003.  The Parties anticipate that Aditi’s team of
engineers dedicated to the Company project will increase to 27 people by June
2004 and 46 people by December 2004. 
Aditi will be responsible for training of all Aditi employees added to
the Company Statements of Work, and will attempt to include employees with a
pharmacy or chemistry background.  The
Parties agree that the Aditi team size will not be reduced by more than 20%
from one quarter to the next during the term of the Service Agreement.  Aditi acknowledges and agrees that Company
may elect to relocate three or four Company employees to India. Aditi will, at
no additional charge, provide up to two of the Company employees with adequate
resources and support at its Company service center in India (ex. computers,
work space, etc.), provided Company will pay Aditi $2000 per month for each
additional full-time Company employee working at the ODC.  Aditi shall hire engineers for Company’s ODC
with the understanding that these engineers will be transferred to Company at
the end of the Initial Term.  In
addition, Aditi agrees to offer employment in India to one of Company’s current
employees, with salary and benefits consistent with Aditi’s current structure
for similarly situated employees.


 


2.9                               Training
and Related Expenses:  Training of
the Initial Team by Company personnel will begin in Company’s Waukegan, Illinois
facility and continue in Company’s Palo Alto, California facility.  Each member of the Initial Team will submit
expense reports for travel and related expenses to Aditi for reimbursement,
with approved expenditures invoiced to Company and due within 30 days of


 


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Company’s receipt of
invoice.  Furthermore, Aditi will ensure
that the Initial Team remains on Company’s Statements of Work pursuant to this
Agreement for the Initial Term.  If any
member of the Initial Team stops work on Company’s Statements of Work for any
reason during the Initial Term, Aditi agrees to bear all costs and expenses of
training a substitute member.


 


3.                          COMPENSATION


 


3.1                               Rates
for Services. Company agrees
to pay Fees to Aditi for the
Services at the rates set forth in each Statement of Work.  After the first three months of this
Agreement, if Company is not satisfied with the quality of the Services
provided by Aditi, Company will pay the Fees as follows:  90% for ongoing work on a monthly basis, and
the remaining 10% on a quarterly basis upon satisfactory completion of
Acceptance Tests.  Each Aditi engineer
devoted to Company projects will submit detailed time sheets identifying work
performed and the applicable Statement of Work.  In turn, each invoice for Services will include a detailed
summary of work performed (hours, billing rate for individual performing the
Services, etc.). Aditi employees are eligible for leave and nationally recognized
holidays in India.


 


3.2                               Expenses:
ADITI will bill to Company per Aditi employee at the mutually agreed monthly
rate, as per the Statement of Work.


 


3.3                               Invoices.
All Fees and expenses are invoiced monthly, due and payable by Company within 30 days of the date of
invoice as invoiced per the terms specified in the SOW. As a nonexclusive
remedy, in addition to termination under Section 7 below, Aditi may also suspend its continuing
performance hereunder if any overdue amounts have not been paid within thirty
days of Company’s receipt of notice of payment default.


 


3.4                               Taxes
and Withholding. Any and all payments by Company
under this Agreement shall be made free and clear of, and without reduction
for, withholding taxes or any other present or future taxes, levies, imposts,
deductions or charges, other than taxes based on Aditi’s income. If Company
shall be required under any applicable law to deduct any tax from or in respect
of any amount payable under this Agreement, (i) the sum payable hereunder shall
be increased as may be necessary so that after making all required deductions
ADITI receives an amount equal to the sum it would have received had no such
deductions been made, (ii) Company
shall pay the full amount deducted to the relevant tax authority or other
authority in accordance with applicable law and (iii)  Company shall use good faith efforts to notify Aditi of the
nature and amount of the likely deduction so that Aditi can take necessary
action to mitigate or reduce such deduction as provided under various relief
and rebate provided under the Law.


 


4.                          OWNERSHIP AND PROPRIETARY RIGHTS


 


4.1                               Ownership.
As between the Parties, the Parties agree that: (a) Company shall solely and exclusively own all right, title and
ownership interest in and to the Company Work Product (including all underlying
Intellectual Property Rights) for which Company has paid Aditi in full
(excluding amounts that may be disputed by Company in good faith); and (b) Aditi shall solely and exclusively own
all right, title and ownership interest in and to the Background Work Product.


 


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4.2                               Background
Work Product. Aditi shall
identify in writing on Exhibit B all Background Work Product which Aditi incorporates into or integrates
with the Company Work Product.


 


4.3                               Background
Work Product License. Subject
to the payment of Fees in full by Company (excluding amounts that may be
disputed by Company in good faith), under its Intellectual Property Rights, Aditi hereby grants to Company a non-exclusive, perpetual,
irrevocable, royalty-free, fully-sublicensable, worldwide right to make, use,
copy, reproduce, modify, create derivative works from, publicly perform,
publicly display, distribute, market, import, offer to sell and sell the
Background Work Product in object code form, as such Background Work Product is
incorporated into or integrated with the Company Work Product, for any purpose
whatsoever.


 


4.4                               Assignment.
Excluding Aditi’s rights in the
Background Work Product, and subject to the payment of Fees in full by Company
(excluding amounts that may be disputed by Company in good faith), Aditi hereby irrevocably assigns and
agrees to assign to Company all
right, title and interest, worldwide in and to the Company Work Product. Aditi
agrees not to challenge the validity of Company’s
ownership in the Company Work
Product. Aditi agrees to execute
any other documents reasonably necessary to carry out the purpose of this
Agreement.


 


5.                          INDEMNIFICATION, WARRANTY DISCLAIMER AND
LIMITATION OF LIABILITY


 


5.1                               Indemnification
by Aditi. Aditi will defend or settle any claim
against Company by a third party
alleging that Aditi has violated any governmental law, rule or regulation, or
that the Aditi Deliverables infringe any Intellectual Property Rights or
misappropriate any trade secret of such third party. The foregoing indemnity
will not apply to any infringement claim to the extent such claim arises from:
(a) any Aditi Deliverables which have been modified by parties other than Aditi after delivery to the Company, if
such modification was a contributing cause of the infringement, or (b) use of
the Aditi Deliverables in conjunction with products or components other than
the Company products for which the Aditi Deliverables are intended, where there
would be no infringement absent such use with such other products or
components.


 


Options:
In the event of an infringement claim, in addition to the above
indemnification, Aditi shall, at
its option (with Company’s consent), do one of the following: modify the
infringing portion of the Aditi
Deliverables so that it does not infringe or misappropriate, replace the
infringing portion of the Aditi
Deliverables with a non-infringing or non-misappropriating version, or refund
the all amounts relating to the infringing portion of the Aditi Deliverables paid by Company under this Agreement.


 


5.2                               Indemnification
by Company. If Company develops a product or provides
a service based in part on the Aditi
Deliverables, then Company
assumes full responsibility for final review, testing and approval of all
features of any such Company
product or service that is not subject to indemnity coverage by Aditi under Section 5.1 above. Company also assumes all responsibility
for any information and/or specifications it provides to Aditi regarding the Services and agrees
that, except as expressly agreed otherwise, Aditi
may rely on such information and/or specifications without independent
verification. Company agrees to
defend or settle any third party claim against Company or Aditi alleging that (i) it has been


 


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damaged by a defect in a Company product or service, (ii) a Company product or service infringes or
violates its Intellectual Property Rights; provided that such infringement was
not substantially caused or contributed to by the Aditi Deliverables or
Services, or (iii) it has suffered harm or damage as a result of Company’s marketing, advertising or
warranties with respect to the Company
Product; or (iv) Company has violated any governmental law, rule or regulation.


 


5.3                               Indemnification
Procedure. In the event one Party (the “Indemnifying Party”) is obligated
to indemnify the other Party (the “Indemnified Party”) under this Agreement,
the Indemnified Party will as soon as is reasonably practicable provide the
Indemnifying Party with prompt written notice of any claim for which
indemnification is required, tender the defense of any such claim to the
Indemnifying Party, provide full cooperation for such defense at the
Indemnifying Party’s expense, and not settle the claim without the Indemnifying
Party’s prior written approval. The Indemnified Party may participate in any
such defense or settlement with counsel of its own choosing at its expense
provided the Indemnifying Party will pay the Indemnified Party’s reasonable attorneys’
fees where the Indemnified Party reasonably determines that it may have
defenses in addition to, or other than, those available to the Indemnifying
Party.


 


5.4                               Warranty
Disclaimer. ADITI AGREES TO PROVIDE THE SERVICES IN A WORKMANLIKE MANNER
CONSISTENT WITH SEI STANDARDS.  OTHER
THAN THE LIMITED WARRANTY SET FORTH IN THIS AGREEMENT, THE ADITI DELIVERABLES
ARE AND SHALL BE PROVIDED ON AN “AS IS” BASIS. 
ADITI HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY:  (I) WARRANTY OF MERCHANTABILITY; (II)
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND/OR (III) WARRANTY ARISING
FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.  ADITI WILL USE BEST EFFORTS TO ENSURE THAT
ITS EMPLOYEES HAVE NOT INSERTED ANY BUG, VIRUS OR HARMFUL DEVICE INTO THE ADITI
DELIVERABLES, BUT MAKES NO OTHER WARRANTY THAT THE ADITI DELIVERABLES ARE BUG,
VIRUS OR ERROR FREE, ARE INTEROPERABLE WITH ANY OTHER HARDWARE, SOFTWARE,
PLATFORM OR SYSTEM OR WILL WORK WITHOUT INTERRUPTION.


 


5.5                               Limitation
of Liability. EXCEPT FOR BREACH OF THE OWNERSHIP
AND PROPRIETARY RIGHTS PROVISIONS IN SECTION 4 ABOVE OR A VIOLATION OF
THE CONFIDENTIALITY PROVISIONS IN SECTION 6 BELOW, THE LIABILITY OF EITHER
PARTY TO THE OTHER UNDER THIS AGREEMENT: (A) SHALL BE LIMITED TO DIRECT,
OBJECTIVELY MEASURABLE DAMAGES AND NEITHER PARTY SHALL HAVE ANY LIABILITY FOR
ANY INDIRECT OR SPECULATIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO
CONSEQUENTIAL, INCIDENTAL AND SPECIAL DAMAGES, SUCH AS LOSS OF USE, BUSINESS
INTERRUPTIONS, AND LOSS OF PROFITS, IRRESPECTIVE OF WHETHER THE PARTY HAS
ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES; AND (B) EXCLUDING
ANY OUTSTANDING UNPAID FEES, SHALL NOT EXCEED THE AMOUNT HAVING ACTUALLY BEEN
PAID BY COMPANY TO ADITI HEREUNDER.  THE
PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN
ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.


 


6.                          CONFIDENTIALITY


 


6.1                               Each
Party acknowledges that it may be exposed to information of the other Party
that is not generally known to the public and that such information is
confidential and/or proprietary information of the disclosing Party
(“Confidential 


 


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Information”). Confidential
Information shall include any Company
Work Product and any information that the receiving party knows or reasonably
should know that the disclosing party regards as confidential, including but
not limited to information regarding Company
plans for research, development, new products, marketing and selling, business
plans, budgets and unpublished financial statements, licenses, prices, costs,
suppliers and customers. Each Party shall hold the other Party’s Confidential
Information in strict confidence and secrecy. Except as expressly authorized by
the disclosing Party or as may be reasonably required to fulfill the purposes
of this Agreement, neither Party shall copy, disclose, publish or use the
Confidential Information of the other. If an attempt by subpoena or otherwise
is made to compel a Party to disclose any of the other Party’s Confidential
Information, such requested Party will immediately notify the other Party so
that such other Party may take any actions it deems necessary to protect its interests.
Each Party’s agreement to protect the other’s Confidential Information applies
both during the Term of this Agreement, regardless of the reason it ends, and
for a period of three (3) years thereafter.


 


6.2                               Aditi may mention Company’s company name, and describe in
generic terms the Services Aditi
performs for Company, in any
promotion or publicity materials upon Company’s prior written approval of the
form and substance of the relevant materials. Company
may mention Aditi’s company name,
and describe in generic terms the services Aditi
performs for Company, in any
promotion or publicity materials upon ADITI’s prior written approval of the
form and substance of the relevant materials.


 


6.3                               Each
Party’s obligations with respect to any portion of the other party’s
Confidential Information shall terminate when the receiving Party can document
that: (a) it was in the public domain at the time it was communicated to the
receiving Party by the disclosing party, (b) it entered the public domain
subsequent to the time it was communicated to the receiving Party by the
disclosing Party through no fault of the receiving Party, (c) it was in the
receiving Party’s possession free of any obligation of confidence at the time
it was communicated, (d) it was rightfully communicated to the receiving Party
free of any obligation of confidence subsequent to the time it was communicated
to the receiving Party by the disclosing Party, or (e) it was developed by
employees or agents of the receiving Party independently of and without
reference to any information communicated by the disclosing party.


 


6.4                               Aditi
agrees that any Aditi employee performing work on Company projects will not,
during the term of this Agreement and for a period of one year after
termination or expiration of this Agreement, be assigned to projects requested
by any competitor of Company listed on Exhibit D. In addition, Aditi
agrees to notify Company of any work undertaken by Aditi on behalf of a
competitor of Company listed on Exhibit D. Each party acknowledges that
its breach of the provisions of this Section 6 will cause irreparable damage
and hereby agrees that the other party shall be entitled to seek injunctive
relief under this Agreement, as well as such further relief as may be granted
by a court of competent jurisdiction.


 


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7.                                      TERMINATION


 


7.1                               The
proposed model for this Agreement is Build-Operate-Transfer (BOT).  This Agreement will commence on the
Effective Date and continue in full force and effect for sixteen months (the
“Initial Term”) unless terminated sooner in accordance with the provisions of
this Agreement.  After the Initial Term,
this Agreement shall automatically renew on the anniversary of the Effective
Date for additional one (1) year renewal terms,  provided (a) either Party may terminate this Agreement for
convenience upon six months’ prior written notice to the other Party; and (b)
Company may initiate the “transfer” process upon thirty (30) days’ written
notice.  Upon initiation of the transfer
process, Aditi will use all reasonable efforts to establish the Company
facility within six months.  The
transfer payment payable to Aditi will be calculated based on peak staffing of
all people eligible for transfer (excluding Omnicell employees) during the term
of the Agreement as shown below:


 


1 - 25 employees:                                                      $150,000


 


26 - 50
employees:                                              $250,000


 


51 - 75 employees:
                                               $350,000


 


76 - 100
employees:                                          $450,000


 


The parties will mutually
agree upon a detailed transfer plan, including those team members to be offered
employment with Company, as well as fixed assets and equipment being
transferred to Company.  Charges for
Aditi personnel assisting with the transfer are included in the applicable
transfer payment.  Eighty percent (80%)
of the applicable transfer payment will be invoiced to Company in six monthly
non-refundable installments, with the remaining twenty percent (20%) invoiced
upon completion of the transfer. 
Additional transfer-related expenses approved in the transfer plan will
be billed to Company based on actuals.


 


If, at any time during
implementation of the transfer plan, Company wishes to stop the transfer
process, the parties will use all reasonable efforts to mitigate expenses.  Company acknowledges and agrees that monthly
installments of the transfer payment are not refundable and are not credited
towards a future transfer payment if Company elects to resume the transfer
process.


 


Aditi agrees to provide
additional services to Company after the transfer occurs, on terms mutually
agreeable to the Parties. Notwithstanding the provisions of this Section 7.1,
this Agreement shall continue in full force and effect as to any Services that
are outstanding under any Statement of Work that is current as of the
termination of this Agreement, until (a) such Services are completed; or (b)
the Parties agree to terminate this Agreement as to such Services.


 


7.2                               Termination
for Cause. Either Party may terminate this Agreement upon thirty (30) days
prior written notice for the unremediated breach of any provision of this
Agreement by the other Party, provided the non-breaching party has provided the
breaching party with written notice describing the breach and provided the
breaching party with a reasonable opportunity to cure. If a Party breaches a
provision of a Statement of Work, then the other Party may terminate that
Statement of Work if the breach remains unremediated for thirty (30) days after


 


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the non-breaching Party
provides written notice of the breach to the breaching Party and offers the
breaching party a reasonable opportunity to cure.  If termination is due to Aditi’s
breach, Company shall pay Aditi for all Fees accrued and costs
incurred under this Agreement or the Statement of Work, as appropriate, as of
the termination notice date. If termination is due to Company’s breach, Company
shall pay to Aditi all accrued
Fees and incurred expenses under this Agreement or the Statement of Work, as
appropriate, up to the effective date of such termination.


 


7.3                               Delivery
and Return Upon Expiration or Termination. Upon termination of this
Agreement, subject to the payment of Fees in full by Company (excluding amounts
that may be disputed by Company in good faith), Aditi shall promptly deliver the Company Work Product to
Company and return to Company any
Company property, including without limitation, any Confidential Information.
Termination of this Agreement, excluding termination for Company’s breach, shall not affect any
ownership, license, or indemnity rights granted to Company hereunder. In the event of termination due to Company’s breach, subject to the
payment of Fees in full by Company (excluding amounts that may be disputed by
Company in good faith), Company
shall have ownership rights in and to that portion of the Company Work Product
completed as of the effective date of termination.


 


8.                          GENERAL PROVISIONS


 


8.1                               Assignment.
 Neither Party may assign this
Agreement to any other Party, in whole nor in part, without the other Party’s
prior written consent, which shall not be unreasonably withheld.  Any attempted assignment in violation of
this provision shall be void and of no effect.


 


8.2                               Choice
of Law; Jurisdiction and Venue. This Agreement will be subject to and
governed by the laws of the State of California as applied to agreements made,
entered into and performed solely in California State by California State
residents. For any litigation arising from or related to this Agreement, the
Parties hereby consent to the exclusive jurisdiction of and venue in the
federal district courts of the Northern District of California, located in San
Francisco, California. Notwithstanding the foregoing, however, either Party may
bring an action for injunctive or equitable relief in any jurisdiction it deems
reasonably necessary to protect its proprietary rights.


 


8.3                               Notices.
All notices permitted or required under this Agreement shall be in writing and
mailed or delivered to the receiving Party at the address first set forth
above.


 


8.4                               Survival.
Sections 1, 4, 5, 6, 7 and 8 of this Agreement shall survive any expiration or
termination of this Agreement, regardless of the reason for such termination,
and shall continue in full force and effect thereafter.


 


8.5                               Independent
Contractor. The Parties expressly understand and acknowledge that in
providing Services, Aditi and its
employees act solely as independent contractors and nothing contained herein is
construed to create a relationship of employer and employee, principal and
agent, partnership or the like between Company,
or any of its affiliated companies, and Aditi.
Aditi’s employees will not be
eligible for, and will not receive, any so-called “fringe benefits” or other
benefits extended to Company’s
employees, including without limitation, life


 


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insurance, health and
accident insurance, or pension benefits. Aditi
is responsible for all state, federal, or other taxes relating to compensation
of Aditi personnel and its
employees will not be entitled to receive any compensation from Company for holidays, vacation,
sickness, etc. Further, Aditi
will have no authority to, and will not, enter into any contract on behalf of Company, or any of its affiliated
companies, or commit them to any obligation.


 


8.6                               No
Hire Provisions. Other than as contemplated by the “transfer model”, each
Party agrees that during the term of this Agreement and for a period of one (1)
year after termination or expiration of this Agreement, on its own account of
for any other person, it will not knowingly solicit, employ or entice away from
the employ of the other Party any employee who has directly or indirectly
performed Services under this Agreement or any Statement of Work without the
current employer’s prior written approval. 
If Aditi hires back any Aditi employee “transferred” to Company, Aditi
agrees to pay Company a penalty of $10,000 per employee hired back.  Aditi agrees to designate which of its
employees are not subject to hire by Company, provided the “no-hires” shall be
limited to the Initial Team and no more than 10% of the remaining Aditi
employees providing Services.


 


8.7                               Expenses:  Each Party will bear its own expenses in the
preparation of this Agreement, including legal and accounting expenses.


 


8.8                               Compliance
with Laws: Each Party agrees to comply with all applicable laws and
regulations, including the export laws and regulations of the United States and
any other country with jurisdiction over the Aditi Deliverables, to the extent
applicable.  In addition, Aditi agrees to
sign a HIPAA Business Associate Subcontractor Agreement and any other documents
reasonably requested by Company in order to ensure compliance with this
provision and all applicable laws and regulations.


 


8.9                               Non-waiver
and Severability. Either Party’s failure at any time to require strict
compliance by the other Party of the provisions of this Agreement will not
diminish such Party’s right thereafter to demand strict compliance with the
terms of this Agreement. Waiver of any particular default will not waive any
other default. In the event that any provision of this Agreement is deemed
unlawful or otherwise unenforceable, such provision will be severed from this
Agreement and the balance of the Agreement will continue in full force and
effect.


 


8.10                        Amendment
of Agreement; Authority to Execute. This Agreement may be amended only by
mutual written agreement of authorized representatives of the Parties. Each
Party warrants that it has full power and authority to enter into and perform
this Agreement and that the person signing this Agreement on behalf of such
Party has been duly authorized and empowered to enter into this Agreement.


 


8.11                        Force
Majeure. Neither Party shall be in default for failure to deliver if such
failure was the result of events outside of such Party’s control, including but
not limited to, acts of God, fire, labor disputes, actions of any governmental
agency or shortage of materials or labor, however, the impacted Party shall
take all reasonable steps to avoid or remove such causes of non-performance and
shall promptly continue performance hereunder whenever such causes are
removed.  Notwithstanding the foregoing,
if Aditi is unable to perform by reason of force


 


10

















 


majeure for a period of more
than two business days, Aditi agrees to transition work to its Seattle
facilities and to comply with the Business Continuity Requirements attached to
this Agreement as Exhibit E.


 


8.12                        Agreement:
This Agreement, including all Exhibits and Attachments, is the entire agreement
between the Parties concerning the Services. Accordingly, this Agreement
supersedes any prior or contemporaneous understandings or agreements (including
without limitation any nondisclosure agreements), proposals or other communications,
oral or written, between the Parties with respect to the Services and/or the
subject matter hereof.


 


8.13                        Exhibits:
The following Exhibit and all Attachments thereto are incorporated into and
made part of this Agreement:


 


Exhibit A                                                        Statement
of Work


Exhibit B                                                          Background
Work Product


Exhibit C                                                          Rate
Information


Exhibit D                                                         Company
Competitors


Exhibit E                                                           Business
Continuity Requirements


 


 


AGREED TO AND ACCEPTED:


 


	
  Aditi Technologies Pvt.
  Ltd.

  224/16 Ramana Maharishi Road

  Bangalore, India - 560 080

  	
  Omnicell, Inc.

  1101 East Meadow Drive

  Palo Alto, CA  94303

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Vinayak
  Karnataki

  	
   

  	
  By:

  	
  /s/ Chusak
  Siripocanont

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Vinayak
  Karnataki

  	
   

  	
  Name:

  	
  Chusak
  Siripocanont

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  VP of Sales and
  Marketing

  	
   

  	
  Title:

  	
  Senior VP of
  Engineering, Manufacturing and Quality

  	
   

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  September 5,
  2003

  	
   

  	
  Date:

  	
  September 5,
  2003

  	
   

  



 


11

















 


EXHIBIT
A


 


Form of
Statement of Work (SOW)


 


Date:


 


Name of the Project OR
Names of ADITI consultants to be engaged for the SOW


 


Reference document for
the SOW: (Project Proposal as outlined in EXHIBIT B) OR


 


Brief Description of
assignment for ADITI consultants


 


Hourly/Daily/Monthly
rates OR Reference to reference to the section on Price in the Project Proposal


 


Other charges (Reference
to Project Proposal OR details of other charges for ADITI consultants)


 


Location of assignment
(Reference to Project Proposal OR names of locations for ADITI consultants


 


Other Terms &
Conditions


 


 


Signature of authorized signatories of ADITI and COMPANY


AGREED TO AND ACCEPTED:


 


	
  Aditi
  Technologies Pvt. Ltd.

  	
  Omnicell, Inc.

  
	
  224/16
  Ramana Maharishi Road

  	
  1101
  East Meadow Drive

  
	
  Bangalore,
  India - 560 080

  	
  Palo
  Alto, CA  94303

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  



 


12

















 


EXHIBIT
A-1


 


Statement
of Work (SOW) for Initial Team


 


Date:                    September 5,
2003


 


The Initial Team will
consist of the following individuals charged at the following rates:


 


	
  Name

  	
   

  	
  Position

  	
   

  	
  Original Rate $

  	
   

  	
  Discounted

  Rate $

  	
   

  
	
  Naveen Rajkumar

  	
   

  	
  Software Test/QA Project Manager

  	
   

  	
  4500

  	
   

  	
  4275

  	
   

  
	
  Amit Arora

  	
   

  	
  Applications Developer 3

  	
   

  	
  4000

  	
   

  	
  3800

  	
   

  
	
  Arun Dayanandan

  	
   

  	
  Software Test Lead

  	
   

  	
  4250

  	
   

  	
  4037.5

  	
   

  
	
  Govind Rathi

  	
   

  	
  Software Test Lead

  	
   

  	
  4250

  	
   

  	
  4037.5

  	
   

  
	
  Rajeshwari CR

  	
   

  	
  Software Test Lead

  	
   

  	
  4250

  	
   

  	
  4037.5

  	
   

  
	
  Sridhar Pabbisetty

  	
   

  	
  Software Test Lead

  	
   

  	
  4250

  	
   

  	
  4037.5

  	
   

  



 


 


Other Terms &
Conditions:  


 


The Initial Team set
forth above will complete approximately two months of Company training,
starting on September 8, 2003.


 


Please refer to Master
Services Agreement for terms regarding training of Initial Team at Company’s
Waukegan, IL and Palo Alto, CA facilities.


 


 


Signature of authorized signatories of ADITI and COMPANY


 


AGREED TO AND ACCEPTED:


 


	
  Aditi
  Technologies Pvt. Ltd.

  	
  Omnicell, Inc.

  
	
  224/16
  Ramana Maharishi Road

  	
  1101
  East Meadow Drive

  
	
  Bangalore,
  India - 560 080

  	
  Palo
  Alto, CA  94303

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  



 


EXHIBIT
B


 


BACKGROUND
WORK PRODUCT


 


[None]


 


13

















 


	
  OMNICELL,
  INC.

  	
  ADITI

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  	
  Date

  	
   

  	
   

  
												



 


14

















 


EXHIBIT
C


 


RATE
INFORMATION


 


1.               The
monthly rates for Aditi employees are inclusive of the following items:


 


•                  The use of Aditi’s existing Bangalore
facilities.


•                  Aditi’s existing connectivity.


•                  Basic Software/Hardware.  This includes Windows 2000, Office 2000,
Visual Sourcesafe, Dell P3/P4/128MB/12GB Workstations, P4/512MB/40GB Servers.


 


Monthly rates for Aditi employees are exclusive of the
following:


 


•                  The cost of any additional facility
needed specifically and exclusively for Company (other than lab space required
as a part of any Statement of Work).


•                  Additional connectivity in excess of
100 Mbps needed specifically and exclusively for Company.


•                  Proprietary/Special
Software/Hardware.  Also development of
tool licenses, database licenses, and application servers.


 


2.               Rates
charged to Company will reflect a 5% discount off of Aditi’s published rates
and will increase by no more than 5% at the end of each year.


 


3.               Mutually
agreed rates along with Resource Title Descriptions are attached as Addendum I
to this Exhibit.


 


4.               Those Aditi employees normally based
offshore but located in the United States during the Training/Knowledge
Transfer Phase will be billed at offshore rates.  In addition, the following extra charges will apply:


a.               Visa costs (on actuals)


b.              Travel costs (on actuals)


c.               Lodging (on actuals)


d.              Automobile Rentals (on actuals)


e.               Other expenses on approved by Company
Supervisors (on actuals.)


f.                 A per diem payment of $35 per day


 


5.               Aditi
will invoice Company on a monthly basis,
at the beginning of each month.


 


15

















 


Addendum I: Rates and Resource Title Descriptions


 


	
  Generic

  Resource

  Title

  	
   

  	
  Rate $$

  Per

  Month

  Offshore

  at Aditi

  facility

  	
   

  	
  Description

  	
   

  	
  Years of Experience & Functional

  Competency Level

  	
   

  
	
  Software Test Engineer 0 (Jr)

  	
   

  	
  3000

  	
   

  	
  Execution of prewritten manual test cases and
  reporting of product anomalies when found. May also run automated test tools.
  Basic computer configuration and/or application compatibility testing.

  	
   

  	
  General knowledge of personal computers,
  applications software, and operating systems. Ability to use, at a basic
  level, business productivity applications. Basic investigative and problem
  solving skills, as well as attention to detail. Ability to learn new
  information quickly, and communicate test results clearly. Technical training
  certification, Associate’s degree or equivalent work experience/training.

  	
   

  
	
  Software
  Test Engineer 1

  	
   

  	
  3250

  	
   

  	
  Execution
  of prewritten manual test cases and reporting of product anomalies when
  found. May also run automated test tools and perform analysis of results.
  Basic computer configuration and/or application compatibility testing.

  	
   

  	
  General
  knowledge of personal computers, applications software, and operating
  systems. Ability to use, at a basic level, business productivity applications.
  Demonstrated investigative and problem solving skills, as well as attention
  to detail. Ability to learn new information quickly, and communicate test
  results clearly. Familiarity with product lifecycle helpful. Bachelor’s
  degree, technical training certification, Associate’s degree or equivalent
  work experience/training.

  	
   

  
	
  Software
  Test Engineer 2

  	
   

  	
  3250

  	
   

  	
  Same
  type of project work as Tester 1, plus may write test specification, test
  cases and run test automation scripts. 
  Detailed analysis of test results and adjustment of test cases
  accordingly.  Some bug prevention or
  proactive testing through product specification reviews.

  	
   

  	
  Software
  Test Engineer 1 qualifications plus more advanced knowledge of and experience
  in software testing principles. Relevant related experience considered.
  Demonstrated ability to define and use common terms and concepts for at least
  one operating system and environment. Ability to read at least one
  programming language such as BASIC, C, or C++. Working knowledge of personal
  computer hardware and peripherals. Knowledge of Windows interface guidelines
  may be needed. Bachelor’s degree in Computer Science or Engineering, or
  experience with testing through at least one full software product
  development cycle.

  	
   

  



 


16

















 


	
  Software
  Test Engineer 3

  	
   

  	
  3500

  	
   

  	
  Same
  type of project work as Tester 2, plus may write test plans for a small
  project or a medium to large feature set. Review test specifications, cases,
  and automation written by others for coverage and completeness. Improves test
  quality and effectiveness by working with Development and Program Management
  to prevent problems and to make the product more testable. Finds holes in
  test cases.

  	
   

  	
  2-3
  plus years work related experience. Software Test Engineer 2 qualifications
  plus ability to code basic production test scripts. Experience with SQL, ASP,
  IIS, and HTML.  Knowledge of software
  testing standards, methods and conventions, and the product development cycle.
  Demonstrated success in coordinating the test effort for software projects,
  as well as testing software products and contributing to their quality
  standards. Proficiency in one or more programming languages. Basic
  understanding of Microsoft product quality. 
  Experience with shipping a product / product cycle may be helpful.

  	
   

  
	
  Software
  Test Engineer 4

  	
   

  	
  3750

  	
   

  	
  Same
  type of project work as Tester 3, plus may conduct detailed analysis of test
  results to find product defects and incomplete test cases in test suites.
  Improvement of test quality and effectiveness. Review of product
  specifications to find holes in features or problems with the integration of
  multiple features. Use of automation tools and languages to fix problems.
  Writes test code.

  	
   

  	
  4
  plus years work related experience. Software Test Engineer 3 skills plus
  knowledge of Microsoft and/or industry testing standards, methods and
  conventions. Knowledge of Microsoft product development methods. Knowledge of
  programming language. Demonstrated independence in testing production code
  and providing high quality product feedback. Experience working with
  Microsoft products through development cycle. Bachelor’s degree in Computer
  Science.

  	
   

  
	
  Software
  Test Engineer 5

  	
   

  	
  3750

  	
   

  	
  Tester
  4 duties plus defines and executes all testing issues and other tasks necessary
  to complete and ship a world class product. Uses knowledge of user needs to
  influence product direction and contributes significantly to product
  specification. Provides assistance to others as needed on projects.

  	
   

  	
  5
  plus years work related experience required. Software Test Engineer 4
  qualifications plus consistent demonstration of superior testing or
  management techniques required. Knowledge of programming languages required.
  Must have the ability to solve difficult problems. Must have demonstrated
  superior testing and project management skills through production of world
  class products. Demonstrated high level of accountability and personal
  responsibility leading to the success of projects required. Bachelor’s degree
  in Computer Science.

  	
   

  
	
  Software
  Test Lead

  	
   

  	
  4250

  	
   

  	
  Responsible
  for team leadership role in analysis, design and development of test plans on
  high risk/complex enterprise systems. Participates in the planning process
  and provides staff management of technical resources for projects. Communicates
  technical strategy and policy setting for consistent application of technical
  resources and ensures that testing meets specifications. Creates project
  plans and monitors projects. Communicates with and trains less senior team
  members in test case/plan development methods; quality and risk management
  metrics; database management of bug incidents; evaluation of software to
  design and usability standards. Architects and may lead test case and
  automation development for multiple feature areas. Recommends and evaluates
  alternative solutions and makes objective recommendations that affect
  multiple feature areas. Quantifies risk and quality metrics for a project.

  	
   

  	
  6
  plus years work related experienced required.  Software Test Engineer 5 plus highly refined software
  engineering process facilitation skills with areas of business/functional
  specialization. Strong team building skills. Excellent problem resolution,
  judgment and decision making skills. Proven leadership skills with a medium
  to large-sized team. Strong working knowledge of ITG development and test
  tools.

  	
   

  



17

















 


	
  Software
  Test/QA Project Lead

  	
   

  	
  4250

  	
   

  	
  Project
  work may include the development of test plan and schedule, management of
  outward and inward communication to the core team members.  Management of test schedule and
  execution.  Management of test
  environment, resources, issues, bugs and escalation to proper channels.  Manage communication of testing team.  Provide status reports.

  	
   

  	
  Minimum
  1 year experience in a supervisory capacity overseeing Testing projects,
  including the creation, management and execution of the schedule.  Experience executing a worldwide program
  launch test may be helpful. 
  Demonstrated troubleshooting and project management skills.  Experience with Microsoft products.  Experience in creating, managing, and
  reporting issues and bugs.  Experience
  reading functional and technical specification and other technical
  documents.  Ability to write, speak,
  and present information effectively and persuasively across communication
  settings.  Excellent written and
  verbal communication skills. 
  Bachelor’s degree in Computer Science or equivalent industry
  experience

  	
   

  
	
  Software
  Test/QA Project Manager

  	
   

  	
  4500

  	
   

  	
  Project
  work may include the development of test plan and schedule, management of
  outward and inward communication to the core team members.  Management of test schedule and
  execution.  Management of test
  environment, resources, issues, bugs and escalation to proper channels.  Manage communication of testing team.  Provide status reports to and meet with
  Microsoft PM or vendor PM to discuss project status.

  	
   

  	
  5
  plus years work related experience. 
  Software Test Engineer qualification plus consistent demonstration of
  superior testing and management techniques. Demonstrated ability to manage
  large, complex test projects. Knowledge of programming languages.  Experience with Microsoft products.  Experience in creating, managing, and
  reporting issues and bugs.  Experience
  reading functional and technical specification and other technical
  documents.  Ability to write, speak,
  and present information effectively and persuasively across communication
  settings.  Excellent written and
  verbal communication skills. Ability to troubleshoot and solve difficult problems.  Demonstrated high level of accountability
  and personal responsibility leading to the success of projects. Bachelor’s
  degree in Computer Science or equivalent industry experience.

  	
   

  
	
  Software
  Design Engineer in Test 1

  	
   

  	
  3250

  	
   

  	
  Design
  and development of test plans for specific programs. Perform repeatable
  testing procedures and processes. Verification of triggers, stored
  procedures, referential integrity, and hardware product or system
  specifications. Interpretation and modification of code as required including
  batch files, make files, Perl scripts, queries, stored procedures and/or
  triggers. Project scope may include writing automation test scripts for
  simulating user interactions such as data entry, menu selections, mouse
  actions, data I/O, etc. Application level configuration skills

  	
   

  	
  0-1
  year software testing experience in a Windows client/server environment.
  Experience in development and/or database administration experience using a
  6mths - 1 year software testing experience in a Windows client/server
  environment. Experience in development and/or database administration
  experience using a Microsoft product. 
  Experience with batch files and command-line Windows utilities may be
  needed. Some knowledge of software quality assurance practices. Ability to read
  logical and physical data model diagrams. Ability to read and write C/C++
  required. Database programming experience i.e. SQL Server, Sybase, Oracle,
  Informix and/or DB2 may be needed. Knowledge of Visual Basic, MFC, OLE,
  Internet tools, NT, compiler preprocessor. 
  Knowledge of personal computer hardware may be needed. Bachelor’s
  degree in Computer Science or Technical Certifications. Business/functional
  knowledge helpful.

  	
   

  



 


18

















 


	
  Software
  Design Engineer in Test 2

  	
   

  	
  3750

  	
   

  	
  Design
  and development of test plans, perform repeatable testing procedures and
  processes. Verification of triggers, stored procedures, referential
  integrity, hardware product or system specifications. Write/modify dll’s and
  COM objects. Interpretation and modification of code as required with at
  least one programming and / or one scripting language. System level
  configuration skills.

  	
   

  	
  1-3
  plus years software testing experience, 1 year in a Windows client/server
  environment. 1 year development and/or database administration experience
  using a Microsoft product. Solid knowledge of software quality assurance
  practices. Ability to read logical and physical data model diagrams. Ability
  to read and write C/C++ required. Database programming experience i.e. SQL
  Server, Sybase, Oracle, Informix and/or DB2 may be needed. Knowledge of
  Visual Basic, MFC, OLE, Internet tools, NT, compiler preprocessor. Knowledge
  of personal computer hardware may be needed. Bachelor’s degree in Computer
  Science and some business/functional knowledge helpful.

  	
   

  
	
  Software
  Design Engineer in Test 3

  	
   

  	
  4000

  	
   

  	
  Analyze,
  design and development of overall test plans, perform repeatable testing
  procedures and processes. Verification of installation instructions, APIs,
  triggers, stored procedures, referential integrity, hardware product or
  system specifications. Interpretation and modification of code as required
  including batch files, make files, Perl scripts, queries, stored procedures
  and/or triggers. Identify and define project team quality and risk metrics.
  Provide assistance to other testers. Application/System/Inter-System level
  issues may be the major focus. Project scope may include application/system
  performance, threading issues, bottleneck identification, writing small footprint
  and less intrusive code for critical code testing, tackle system/application
  intermitted failures etc. Enterprise level configuration skills

  	
   

  	
  4
  plus years software testing experience, 2 plus years in Windows client/server
  environment. 4 years development and/or database administration experience
  using a Microsoft product. General knowledge of software quality assurance
  practices. Ability to read and write at least one programming language such
  as C/C++, VB, SQL, etc. DB2 database programming experience may be needed.
  Experience with Visual Basic, MFC, OLE, Internet tools, NT, and compiler
  preprocessor helpful. Knowledge of personal computer hardware may be
  required. Must have solid understanding of software development cycle.
  Demonstrated project management ability required. Bachelor’s degree in
  Computer Science required and some industry experience helpful

  	
   

  
	
  Applications
  Developer 1

  	
   

  	
  3500

  	
   

  	
  Design
  and development of internal business systems/applications, often under
  deadline pressure. Communicate and advocate design, requirements, feature
  set, functionality and limitations of systems/applications to team and/or
  development lead.

  	
   

  	
  1-3
  years of work related experience. General expertise in areas of Windows
  client/server development environment and solid software engineering
  practices. Ability to proactively identify issues and coordinate resolutions.
  Some business/functional area knowledge. May require an advanced knowledge of
  technology in one area and moderate level skills in multiple areas (e.g.,
  C++, C, VB, SQL). Bachelor’s degree in Computer Science or related field or
  equivalent work experience/training.

  	
   

  



19

















 


	
  Applications
  Developer 2

  	
   

  	
  3750

  	
   

  	
  Design
  and development of internal business systems/applications under deadline
  pressure or takes primary role in smaller, low risk projects. Communicate and
  defend design, requirements, feature set, functionality, usability,
  localization issues, and limitations of subsystem to team and/or development
  lead or manager.

  	
   

  	
  3-5
  years of work related experience. Specialized expertise in specified areas of
  Windows client/server development environment and solid software engineering
  practices. Considered an expert in a specific business/functional area.
  Ability to proactively identify issues and coordinate resolutions. May
  require an advanced knowledge of technology in one area and moderate level
  skills in multiple areas (e.g., C++, C, VB, SQL) Bachelor’s degree in
  Computer Science or related field or equivalent work experience/training.

  	
   

  
	
  Applications
  Developer 3

  	
   

  	
  4000

  	
   

  	
  Responsible
  for overall design, development and team coordination on business
  systems/applications under deadline pressure. Communicate standards and
  defend technology and scoping decisions to information technology management
  and development teams.

  	
   

  	
  5
  plus of work related experience. Project management and software engineering
  process expertise. Strong understanding of global business/functional areas.
  Ability to proactively identify issues and coordinate resolutions. May
  require an advanced knowledge of technology in one area and moderate level
  skills in multiple areas (e.g., C++, C, VB, SQL). Bachelor’s degree in
  Computer Science or related field or equivalent work experience/training.

  	
   

  
	
  Software
  Development Lead

  	
   

  	
  4500

  	
   

  	
  Responsible
  for overall design, development and team coordination on business
  systems/applications under deadlines. 
  Management of development environment, resources, issues, bugs and
  escalation to proper channels.  Manage
  communication of development team. 
  Provide status reports to and meet with Microsoft PM or vendor PM to
  discuss project status.  Communicate
  standards and defend technology and scoping decisions to information
  technology management and development teams.

  	
   

  	
  3-5
  plus years of work related experience. 
  Software design engineer skills plus project management and software
  engineering process expertise.  Strong
  understanding of global business/functional areas.  Ability to manage large, complex development projects including
  the proactive identification of issues and coordination of resolutions.
  Experience with Microsoft products. 
  May need an advanced knowledge of technology in one area and moderate
  level skills in multiple areas (e.g., C++, C, VB, SQL). Ability to write,
  speak, and present information effectively and persuasively across
  communication settings.  Excellent
  written and verbal communication skills. 
  Ability to troubleshoot and solve difficult problems. Demonstrated
  high level of accountability and personal responsibility leading to the
  success of projects. Bachelor’s degree in Computer Science or related field
  or equivalent work experience/training.

  	
   

  



 


20

















 


Addendum II: Establishment of Business Operations in India


 


	
   

  	
   

  	
  Details

  
	
  Registration

  	
   

  	
  •                  Get name clearance

  •                  Appoint Auditors

  •                  Register Indian subsidiary company

  •                  Obtain legal clearance on behalf of
  customer

  
	
  Legal Clearance

  	
   

  	
  •                  Registrar of Companies

  •                  Register under Sales Tax Act

  •                  Register under Income Tax Act

  •                  Register under Professional Tax Act

  •                  Register under Provident Fund Act

  •                  Register under Shops & Establishments
  Act

  •                  Register under Software Technologies Park

  •                  Get the Facilities Bonded with Customs
  Authorities

  •                  Register under Director General of Foreign
  Trade

  •                  Register under Reserve Bank of India

  •                  Register under Service Tax Act

  •                  Set up process for Foreign Exchange
  Transfer

  •                  Clearance under Pollution Control
  Authorities

  
	
  Facility

  	
   

  	
  •                  Identify and negotiate on behalf of the
  customer

  •                  Design the Interior

  •                  Co-ordinate with various parties

  •                  Get the Plan sanction

  •                  Get the Power Sanction

  •                  Design the back up power system

  •                  Design and get installed Air Conditioning
  system

  •                  Implement the safety standards for the
  facility

  •                  Supervise installation of basic amenities on
  behalf of customer

  
	
  Communication

  	
   

  	
  •                  Identify best option to be setup for
  customer

  •                  Negotiate on behalf of the customer

  •                  Sign up the ISP for connectivity

  •                  Get the clearance from Airport Authority
  for high rise towers for communication

  •                  Implement land-line set up

  
	
  Hardware/Software

  	
   

  	
  •                  Negotiate on behalf of the customer

  •                  Supervise installation on behalf of the
  customer

  
	
  People

  	
   

  	
  •                  Identify and negotiate with placement/HR
  consultants

  •                  Devise the advertisement. Campaign for
  recruitment

  •                  Conduct required selection procedures
  using Aditi personnel for recruitment

  •                  Identify training needs

  •                  Advise on industry standards for
  compensation

  •                  Supervise grooming of key members of the
  subsidiary

  
	
  IPR

  	
   

  	
  •                  Ensure all legal IPR related documents are
  provided to customer as part of the subsidiary setup

  
	
  Travel

  	
   

  	
  •                  Send Senior Manager to supervise the KAP
  and to help train the customer team and subsidiary team on the typical

  



 


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  issues related to remote
  development.

  •                  Based on identified need Senior Management
  would travel to customer location

  
	
  General

  	
   

  	
  •                  Open Bank Accounts

  •                  Set up Accounting System

  •                  Get the books audited

  •                  Enter into various maintenance contracts

  



 


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EXHIBIT
D


 


COMPANY
COMPETITORS (including affiliates and subsidiaries)


 


1.                                       Cardinal
Health (Pyxis Corporation)


2.                                       McKesson
HBOC


3.                                       MedSelect
Systems


4.                                       Cerner


5.                                       Eclipsys


6.                                       Par
Excellence


7.                                       Baxter
Healthcare Corporation


8.                                       AmerisourceBergen
Drug Corporation


9.                                       Bridge
Medical


10.                                 AutoMed
Technologies


11.                                 Integrated
Health Systems


12.                                 Global
Healthcare Exchange (Medibuy)


13.                                 Neoforma


14.                                 Care
Fusion


 


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EXHIBIT
E


 


BUSINESS
CONTINUITY REQUIREMENTS


 


Data Backup and
Storage


Aditi will perform a
daily backup of all project data that is stored/cached on the work stations of
all project team members.  In addition,
all data, including source code files, project plans, test plans, test scripts,
project related documents will be stored in a central repository both at
Company and at the Company ODC. Backup should be performed on an alternate
medium such as DLT Tape and stored offsite at a location that is at least 50
miles away from the ODC, or the equivalent.


 


 


Disaster Event 


In the event of a
disaster, Aditi will meet the recovery time objective of 72 hours to provide an
alternate facility with personnel and basic infrastructure, including network
connectivity, and computing resources necessary to resume the operations.


 


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