exv10w15



 





Exhibit 10.15









MASTER SERVICES AGREEMENT




Switch and Data #________



THIS MASTER SERVICES AGREEMENT (“Agreement”) is made this 9th day of October, 2006 (the
“Commencement Date”) between QUOVADX, Inc. , a Delaware corporation, with offices located at 7600
East Orchard Road, Suite 300-S, Greenwood Village, Colorado 80111 (“Customer”) and Switch and Data
Management Company LLC, a Delaware limited liability company, on behalf of itself and its
affiliates, with offices located at 1715 N. West Shore Blvd., Suite 650, Tampa, FL 33607 (“Switch
and Data”).




RECITALS



WHEREAS, Customer and Switch and Data wish to enter into this Agreement to set forth the general
terms and conditions under which Switch and Data will provide Customer with services and Customer
will purchase services from Switch and Data.



In consideration of the mutual covenants and agreements contained herein the parties agree as
follows:



1. DEFINITIONS



A. “Service(s)” shall mean the services particularly described in each Service Order.



B. “Service Order(s)” shall mean orders for specific Services on Switch and Data’s standard Service
Order forms, including attachments thereto. Each Service Order shall be issued and accepted by the
parties in accordance with the provisions of this Agreement. Each Service Order will contain
specific provisions with respect to prices, features, locations, descriptions of service, duration
and other terms as appropriate.



C. “Policies and Procedures” shall mean guidelines and instructions, which govern Service-specific
operating and performance requirements of each party. Customer acknowledges receipt of a copy of
the Policies and Procedures, which are attached hereto as Exhibit A and incorporated herein by
reference.



2. SCOPE AND STRUCTURE/ORDER OF PRECEDENCE



A. Each Service Order issued and accepted and all Services provided hereunder shall be subject to
all of the terms of this Agreement and the Policies and Procedures.



B. In the event of conflict or inconsistency between the general provisions of this Agreement and
those of an individual Service Order, or the Service-specific portions of the Policies and
Procedures, the conflict or inconsistency shall be resolved in the following order of precedence:
first, in favor of the provisions of the Service Order, next in favor of this Agreement, and last,
in favor of the Policies and Procedures. Any conflict or inconsistency between the provisions of
any applicable Policies and Procedures and those of any Service Order shall be resolved in favor of
the provisions of the Service Order.



3. TERM and RENEWAL



A. This Agreement shall begin on the Commencement Date and shall continue until the expiration of
the last Service Order issued and accepted hereunder. Provided that if Customer is not then in
payment default, and if, at the time of expiration or termination of the existing Service Order
Term, the parties are in active discussions for additional Services under one or more Service
Orders, the term of this Agreement shall extend for an additional period as may be reasonably
necessary for the parties to conclude their discussions and execute implementing Service Order(s).



B. The term of each Service Order shall be specifically stated in the Service Order, the (“Term”).
At expiration of the Term, if Customer is not then in payment default, the Service Order shall
convert to a month to month Term at Switch and Data’s then current list prices unless and until one
of the parties gives at least thirty (30) days prior written notice to the other of its election to
terminate the Service Order or the parties execute a renewal Service Order for a new fixed Term. If
Customer cancels any Service Order before its expiration date, Customer will pay Switch and Data a
termination charge determined as specifically provided in Section 8 (D) hereof.



4. PAYMENT



A. Monthly Recurring Charges. Installation and all other non-recurring charges, and monthly
recurring charges for the Services will be at the rates set forth by Service type; or as otherwise
agreed by the parties for the specific Service Order. Except for usage-based Services, which are
billed in arrears, the Services are billed one (1) month in advance and the first billing cycle may
include a partial month Service and a full month Service charge, if the Service is installed and
activated during a partial month of Service. All fees and charges are payable for the duration of
the Term, regardless of whether Customer actually uses the Services or occupies space in Switch and
Data facilities.



B. Taxes and Other Fees. Prices established in this Agreement and the applicable Service Order are
exclusive of taxes and other fees (including FCC fees like universal service fees, TRS, etc.) which
may be imposed on Switch and Data or Customer for the provision or use of the Services. Customer
will pay such taxes and other fees, except for Switch and Data’s U.S. federal and state income tax.
Tax exempt status will be granted to Customer upon presentation of a satisfactory certificate of
exemption for each respective taxing jurisdiction.



C. Non-Recurring Charges. [*] of non-recurring charges will be due from Customer upon signing of
the applicable Service Order, unless expressly provided otherwise in the Service Order. The
balance of non-recurring charges will be included in the first monthly invoice.



D. Assurance of Payment. At the request of Switch and Data, Customer will provide an advance
deposit or other form of security in amount and form satisfactory to Switch and Data. If
Customer’s payments are received late for [*], Customer shall, within [*] after Switch and Data’s
request, deposit an additional amount equal to [*]. Upon expiration or termination of this
Agreement and Customer’s compliance with its financial obligations hereunder, all amounts on
deposit will be returned to Customer.



E. Invoicing and Payment. Billing will commence for each Service on the date set forth as the
Billing Commencement date on the Service Order or, if there is no Billing Commencement date, then
when the Customer is notified of order completion. Customer will pay all amounts owed under each
Service Order within [*] after the invoice date (the “Due Date”). Switch and Data reserves the
right to charge interest on delinquent amounts at the lower of [*] per month or such other rate or
rates as may be permitted under applicable law.



F. Disputed Payments. In the event Customer in good faith disputes any charges invoiced by Switch
and Data, Customer shall promptly pay all undisputed charges, and shall notify Switch and Data in
writing of any such disputed amounts on or before the Due Date, identifying in reasonable detail
its reasons for the dispute and the nature and amount of the dispute. All amounts not timely and
appropriately disputed by the Due Date shall be deemed final and not subject to further dispute.
Switch and Data will review the amounts in dispute within ten (10) business days after its receipt
of such notice. If Switch and Data determines that Customer was billed in error, a credit for the
amount billed incorrectly will be made to the next invoice. If Switch and Data determines that the
amount was billed correctly, Customer will pay the amount by the Due Date of the next invoice.



G. Suspension or Termination of the Services. If payment in full for Services performed under any
Service Order (other than for payments validly disputed by Customer in good faith) is not received
by Switch and Data on or before the Due Date, Switch and Data shall have the right, upon giving
Customer [*] advance notice, to suspend Services until such time as Customer has paid such charges
in full, including any late fees. Following such payment, Switch and Data shall reinstate the
Services provided that Customer furnishes to Switch and Data satisfactory assurance of its ability
to pay for the Services. Failure by Customer to pay for such Services within [*] after any
suspension shall be deemed to constitute a termination of the Services. No cancellation or
termination under this provision shall relieve







 




			
	[*]	 	We are seeking confidential treatment of these terms which have been omitted. The confidential portions have been filed separately with the Securities and Exchange
Commission.




	 	 	 	 	 	 	 
	8/15/05
	 	Switch and Data Strictly Confidential	 	 	1	 





 









 














Customer from its obligations to pay for Services
under any Service Order not so canceled or terminated.



5. SERVICE LEVEL AND OTHER COMMITMENTS




A. Switch and Data warrants and represents to Customer that the Services shall comply with the
Service Level Agreements (“SLAs”) for each
Service as more specifically described in the applicable section of the Policies and Procedures.
Customer acknowledges that the service level credits applicable to the specific Services are its
exclusive remedy in the event of Service interruption or outage.



B. Switch and Data represents, warrants and covenants that it will perform the Services in a
timely, professional and workmanlike manner consistent with prevailing industry standards
reasonably applicable to the performance thereof.



C. Switch and Data will use commercially reasonable measures to provide security in connection with
the Services, including but not limited to (i) operating physically secure data center; (ii)
having, maintaining and implementing industry standard physical security measures and policies and
providing current SAS 70 audit reports. Switch and Data’s security shall comply with all
applicable laws and regulations.



6. INTERNET USAGE To the extent the Services are used in connection with Customer’s use of
the Internet, Customer warrants and represents to Switch and Data (i) that the Services will be
used only for lawful purposes, and Customer shall not transmit, retransmit or store material in
violation of any federal or state laws or regulations (ii) that Customer will comply with the
applicable internet access provider’s Acceptable Use Policy (“AUP”) as amended from time to time
and which is posted on Switch and Data’s Website at http://www.switchanddata.com/Customer
Tools and (iii) that Customer will ensure that its end users accept and comply with the
applicable AUP.



7. INDEMNIFICATION



A. Except to the extent attributable to the gross negligence or willful misconduct of Customer,
Switch and Data shall indemnify and hold Customer harmless from and against any and all loss,
liability, damage and expense (including reasonable attorneys’ fees) arising out of any demand,
claim, suit or judgment for damages to any property or injury to or death of any person which may
arise out of or be caused by any act or omission of Switch and Data.



B. Except to the extent attributable to the gross negligence or willful misconduct of Switch and
Data, Customer shall indemnify and hold Switch and Data harmless from and against any and all loss,
liability, damage and expense (including reasonable attorneys’ fees) arising out of any demand,
claim, suit or judgment for damages to any property or injury to or death of any person which may
arise out of or be caused by any act or omission of Customer.



8. TERMINATION Either party in accordance with the following may terminate this Agreement
and any Service Order(s):



A. Default. If either party is in breach of this Agreement or any Service Order, (other than for
failure by Customer to pay any undisputed amounts due under any Service Order which are covered
under Section 4 (G) above), in order for such breach to constitute a default, the other party shall
give the breaching party notice in writing of such breach. If the breach has not been cured to the
non-breaching party’s reasonable satisfaction within [*] of such written notice (the “Notice
Period”), then (i) if the non-breaching party is Customer, it may terminate the applicable Service
Order effective at the end of the Notice Period immediately upon written notice to Switch and Data
and without penalty or (ii) if the non-breaching party is Switch and Data, it shall have the rights
and remedies below. No termination for breach pursuant to this Section shall constitute or permit
termination of any portions of this Agreement or any Service Order not breached or affected by such
breach.



B. Chronic Outage Termination Right. Customer shall have the right to terminate, without liability
of any kind except for accrued and unpaid charges as of the termination date, any Service that
suffers from a Terminable Outage. Terminable Outage is defined as: [*]. In order to exercise this
Terminable Outage termination right, Customer must provide written notice of its election to
terminate the affected Service within [*] of the end of the month in which the Terminable Outage
occurred, otherwise, Customer’s right to terminate pursuant to this clause is waived.



C. Cause. This Agreement may be terminated for cause by either party in the event that the
other party: (i) shall become insolvent; (ii) admits in writing its inability to pay its debts; or
(iii) ceases to function as a going concern or to conduct its operations in the normal course of
business.



D. Remedies. In the event of termination for breach or cause, the non-breaching party shall have
the right to pursue any or all remedies available to it at law or in equity. Notwithstanding the
foregoing, if Switch and Data elects to terminate this Agreement for cause, Customer may, by
written notice to Switch and Data given prior to the effective date of termination, elect to
continue to receive services under any Service Orders on a month to month basis for [*]
at the pricing and other terms in effect prior to termination, provided that any payment
default is cured prior to such Customer notice and Customer remains in compliance with its payment
obligations thereafter.



E. Early Termination. If Customer terminates or cancels service under any Service Order for reason
other than Switch and Data’s breach prior to its agreed expiration date, Customer will pay Switch
and Data a termination charge (as liquidated damages and not as a penalty) [*]. All termination
charges shall be due and payable within thirty (30) days after the effective date of termination of
the Service Order.



F. Customer further agrees that, upon termination, it will, at its expense, immediately vacate and
surrender the space and remove all of its equipment. If Customer has not removed its equipment
from the space within [*] following the effective date of any termination of this Agreement or the
Service Order(s), Customer will be deemed to have abandoned its claim to the equipment and have
conveyed its right, title and interest therein to Switch and Data. If not conveyable, Switch and
Data shall charge a storage fee for such equipment.



No termination pursuant to this Section shall relieve either party of any of its obligations under
this Agreement or any Service Order intended to continue, including, without limitation, the
obligation to pay for Service prior to such termination.



9. CONFIDENTIALITY “Confidential Information” shall include: (i) all requests for
quotations and proposals for Services, including resulting Service Orders, (ii) all prices, rates
and other financial information related to the Services, (iii) all information relating to the
customers of either party, including customer lists, and (iv) all information one party provides to
the other which is clearly identified as confidential or proprietary. Confidential Information
disclosed by either party to the other shall be held by the recipient in confidence and not: (a)
used by the recipient for personal advantage of any kind, or (b) made available for third parties
to use. Each party will direct its employees, contractors, consultants and representatives who
have access to any Confidential Information to comply with all of the terms of this Section. The
following information shall not be Confidential Information if: (i) it is or becomes available to
the public through no wrongful act of the receiving party; (ii) it is already in the possession of
the receiving party and not subject to any agreement of confidence between the parties; (iii) it is
received from a third party without restriction for the benefit of the disclosing party and without
breach of this Agreement; or (iv) if shown by the receiving party to have been independently
developed by the receiving party. Confidential Information may be disclosed pursuant to a valid
order of a duly empowered government agency or a court of competent jurisdiction after due notice
and an adequate opportunity to intervene is given to the disclosing party unless such notice is
prohibited. Upon termination or expiration of this Agreement, the receiving party shall at the
disclosing party’s direction, either return or destroy all of the disclosing party’s Confidential
Information and so certify in writing. The obligations of this provision will survive for three
(3) years after any termination or expiration of this Agreement.



10. INTELLECTUAL PROPERTY RIGHTS Neither party shall use any copyrights, patents, trade
secrets, software, trade marks, trade names, service marks, license rights or other intellectual
property rights (collectively “Intellectual Property”) owned, licensed or used by the other party.
Notwithstanding the foregoing, each party may use the other party’s name and logo in any and all
media, whether now known or hereafter developed (including Internet pages) for the sole purpose of
listing one or more representative customers or vendors or to issue press releases (each, a
“Permitted Use”). Upon expiration or termination of this Agreement, or any





 




			
	[*]	 	We are seeking confidential treatment of these terms which have been omitted. The confidential portions have been filed separately with the Securities and Exchange
Commission.





	 	 	 	 	 	 	 
	8/15/05
	 	Switch and Data Strictly Confidential	 	 	2	 






 









 














affected Service Order,
all Permitted Uses shall be discontinued, and any Intellectual Property, including all copies
thereof, shall be returned to the other party. Each party hereby disclaims any right, title and
interest in any Intellectual Property, owned, used or licensed by the other party and Switch and
Data hereby expressly disclaims any interest in any third-party customer or protected health
information provided by Customer.



11. FORCE MAJEURE Neither party shall have any claim or right against the other for any
failure of or delay in performance by such other party if the failure or delay is caused by or the
result of causes beyond the reasonable
control of such other party, including, but not limited to, acts of God, fire, flood, hurricane, or
other natural catastrophe; terrorist actions, laws, orders, Policies, regulations, directions or
actions of governmental authorities having jurisdiction over the subject matter hereof; or any
civil or military authority, national emergency, insurrection, riot or war; or other similar
occurrence beyond the control and without the fault or negligence of the affected party. Any such
delay or failure shall suspend the affected Service Order until the delay or failure ceases, and
the Service Order shall be deemed extended accordingly. Notwithstanding the foregoing, if the
excusable delay exceeds three (3) days, either party may terminate any affected Service Order
immediately upon written notice without incurring any termination liability hereunder.



12. LEGAL NOTICES



A. Notices and communications concerning this Agreement shall be addressed to:




Quovadx, Inc.]

7600 East Orchard Road, Suite 300-S

Greenwood Village, Colorado 80111

Attn: Legal Department

Phone: 303-488-2019

Fax: 720-554-1786

e-mail: Legal@quovadx.com




Switch and Data Management Company LLC.

1715 N. Westshore Blvd., Suite 650, Tampa, FL 33607

Attn: Legal Department

Phone: 813-207-7723




Fax: 813-207-7803

e-mail: legal@switchanddata.com



or at such other address as either party may designate to the other in writing.



B. Notices shall be sent by registered or certified US Mail, postage prepaid, by commercial
overnight delivery service, or by confirmed facsimile, and shall be deemed delivered either on the
date of return receipt acknowledgment (in the case of US Mail), or on the next day after the
sending of the notice (in the case of facsimile or overnight delivery service). Notwithstanding
the foregoing, in the event of facsimile the confirming original must be sent by regular mail or
overnight delivery service for notice to be deemed effective. However, routine notifications
relating to maintenance windows, order confirmations, and similar day-to-day notifications shall be
deemed effective if sent via electronic transmission.



13. DISCLAIMER OF WARRANTIES



A. CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR CUSTOMER’S USE AND ITS END USERS’ USE OF THE
SERVICES PROVIDED BY SWITCH AND DATA IN ACCORDANCE WITH THIS AGREEMENT AND ALL EXHIBITS HERETO.
CUSTOMER ACKNOWLEDGES THAT THE INTERNET (1) CONTAINS MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT
OR MAY BE OFFENSIVE TO SOME PEOPLE AND (2) IS ACCESSIBLE BY PERSONS WHO MAY ATTEMPT TO BREACH THE
SECURITY OF SWITCH AND DATA’S AND/OR CUSTOMER’S NETWORK FACILITIES. SWITCH AND DATA HAS NO CONTROL
OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY WHATSOEVER FOR THE CONTENT OF
MATERIALS TRANSMITTED OVER THE INTERNET, SERVICE INTERRUPTIONS ATTRIBUTABLE TO CUSTOMER’S NETWORK,
ANY CUSTOMER EQUIPMENT FAILURES, OR ANY OTHER SIMILAR CAUSES
ATTRIBUTABLE TO CUSTOMER.









B. EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR IN ANY SERVICE ORDER, THE SERVICES PROVIDED BY SWITCH
AND DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN
BY SWITCH AND DATA, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A
WARRANTY.



14. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS,
CONTRACTORS, AGENTS AND OTHER REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR COST OF
PROCUREMENT OF SUBSTITUTE SERVICES ARISING FROM OR RELATED TO THE SERVICES OR PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER, WHETHER FOR, AMONG OTHER THINGS, BREACH OF WARRANTY OR ANY OBLIGATION
ARISING THEREFROM, AND WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND
STRICT PRODUCT LIABILITY) IRRESPECTIVE OF WHETHER THE OTHER PARTY HAS ADVISED OR HAS BEEN ADVISED
OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. SWITCH AND DATA’S LIABILITY HEREUNDER TO CUSTOMER
SHALL IN NO EVENT EXCEED [*] BUT SUCH LIMITATION SHALL NOT APPLY TO AMOUNTS OWED BY CUSTOMER FOR
SERVICES RENDERED OR TO REASONABLE TERMINATION CHARGES PURSUANT TO 8E, THAT EXCEED THIS CAP. THE
FOREGOING LIMITATIONS OF LIABILITY IN THIS SECTION 14 SHALL NOT APPLY IN THE CASE OF GROSS
NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY. THE PARTIES HEREBY WAIVE ANY CLAIM THAT THESE
EXCLUSIONS DEPRIVE THEM OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL
PURPOSE.



15. ASSIGNMENT Customer may not assign this Agreement or any Service Order without the
prior written consent of Switch and Data, which consent will not be unreasonably withheld or
denied. “Assignment” within the meaning of this Section shall not include any transfer to any
entity controlling, controlled by, or under common control with a party (hereafter collectively,
“Affiliate(s)”), or any sale of all or substantially all of the assets of either party, or pursuant
to any merger, reorganization or consolidation, provided that the transferee agrees to be bound by
all of the terms and conditions of this Agreement and the Service Orders. Switch and Data may
assign or transfer this Agreement to an affiliate or successor without consent of customer as long
as same terms and conditions are met.



16. COMPLIANCE WITH LAWS. Each party agrees to conduct its business in a reputable manner
and agrees to comply with all federal, state and municipal laws, rules, regulations, and codes of
ethics that are binding upon or applicable to the parties or their business, equipment or personnel
under or related to this Agreement.



17. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to its principles of conflict of laws.



18. WAIVER OF JURY TRIAL. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS RELATED HERETO.



19. PASSWORD SECURITY/ORDER VALIDITY. It is Customer’s sole responsibility to monitor use
of its user ID and password (“access codes”) for all purposes, including, but not limited to,
ordering from Switch and Data’s website. Customer accepts all responsibility for the security of
Customer’s access codes and utilization of the secure areas of Switch and Data’s website. All
orders placed using the access codes shall, for all purposes, be deemed to be in writing signed by
Customer and admissible and enforceable as other business records in documentary form



20. INSURANCE






 




			
	[*]	 	We are seeking confidential treatment of these terms which have been omitted. The confidential portions have been filed separately with the Securities and Exchange
Commission.





	 	 	 	 	 	 	 
	8/15/05
	 	Switch and Data Strictly Confidential	 	 	3	 





 









 














A. Switch and Data shall at all times during the term of this Agreement carry insurance of the type
and with coverage limits as is adequate, prudent and customary in the operation of its business and
the provision of the Services hereunder.



21. GENERAL PROVISIONS



A. Each party has full power and authority to enter into and perform this Agreement, and the person
signing this Agreement on behalf of each party has been properly authorized and empowered to enter
into this Agreement and to execute it and any Service Orders or other attachments hereto on behalf
of such
party and any of its Affiliates. The parties agree that the United Nations Convention for Contracts
for the International Sale of Goods shall not apply to this Agreement.



B. The relationship of the parties hereunder shall always and only be that of independent
contractors. No provision of this Agreement shall be construed to create a joint venture or
partnership between the parties.



C. If any provision in this Agreement shall be held invalid, illegal or unenforceable, the
unaffected provisions shall remain in full force and effect.



D. This Agreement, the Policies and Procedures, Service Order(s) and the attachments and Exhibits
to each Service Order constitute the entire agreement between the parties with respect to the
subject matter hereof, and supersede any and all prior or contemporaneous agreements, written or
oral. This Agreement and any Service Order may be modified at any time only by written agreement
of the parties. The Policies and Procedures may be modified unilaterally by Switch and Data,
provided that: (a) no modification(s) shall adversely impact Customer’s rights and obligations
thereunder, (b) modifications shall not be made more than twice in any twelve month period, and (c)
Customer shall be provided with notice and copies of any such modifications. Customer’s failure to
object within thirty (30) days’ notice of receipt of changes shall be deemed acceptance. However,
if Customer notifies Switch and Data in writing that Customer believes it will be adversely
impacted by a particular change, Switch and Data, at its sole discretion, may elect to waive
application of the complained change against the Customer.



E. No waiver of any breach of this Agreement or any Service Order shall be deemed to be a waiver of
any other or subsequent breach.



F. The Policies and Procedures are amended as follows:
[*]



G. Each party agrees that the delivery of signatures to this Agreement and any Service Orders
issued hereunder by facsimile/pdf format shall have the same force and effect as delivery of
original signatures and that each party may use such facsimile/pdf format signatures as evidence of
the execution and delivery of the Agreement and Service Orders to the same extent that an original
signature could be used. Customer shall forward to Switch and Data the original executed versions
in each case as soon as reasonably practicable.



H. This Agreement shall not be effective until and unless the attached Contact List and
Authorization Form attached hereto is completed and delivered to Switch and Data.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above
written.




CUSTOMER:

QUOVADX, INC., a Delaware corporation




	 	 	 	 	 
	By:

	 	/s/ Matthew Pullam
	 	 
	 

	 	 	 	 
	Print Name:

	 	Matthew Pullam	 	 
	Title:

	 	CFO	 	 
	Date:

	 	10/9/06	 	 





SWITCH AND DATA:

SWITCH AND DATA MANAGEMENT COMPANY LLC, a Delaware limited liability company, on behalf of itself
and its affiliates




	 	 	 	 	 
	By:

	 	/s/ Ernie Sampera
	 	 
	 

	 	 	 	 
	Print Name:
	 	 	 	 
	 

	 	 	 	 
	Title:

	 	Authorized Representative	 	 
	Date:

	 	10/9/06	 	 









 




			
	[*]	 	We are seeking confidential treatment of these terms which have been omitted. The confidential portions have been filed separately with the Securities and Exchange
Commission.




	 	 	 	 	 	 	 
	8/15/05
	 	Switch and Data Strictly Confidential	 	 	4	 





 









 










			
	

Contact List:
	 	





In an effort to better service your account, Switch and Data requires your current Business
Contacts to be on file at all times. All updates to this list should be forwarded to our Sales
Operations department at orders@switchanddata.com. Please complete the form first and then print
for signature.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	þ Initial

	 	 
	 	o Additions
	 	 
	 	o Updates
	 	 
	 	o Deletions






Company: Quovadx, Inc.

Corporate Address: 7600 E. Orchard Road, Suite 300 S




					
	City: Greenwood Village State/Province: CO
	 	Postal Code: 80111 Country: USA
	 	






	 	 	 
	Business/ Primary Contact: Name: Matt Pullam

	 	Title: EVP – CFO & Treasurer
	Phone: 720-554-1212 Fax: 720-554-1212

	 	Email:
matthew.pullam@quovadx.com






	 	 	 
	Billing Contact: Name: Juan Perez

	 	Title: VP, Controller & Chief Accounting Officer
	Mailing Address: 7600 E. Orchard Road, Suite 300 S
	City: Greenwood Village State/Province: CO

	 	Postal
Code:80111 _ Country: USA
	Phone: (720) 554-1213 Fax: (303) 488-9622

	 	Email: juan.perez@quovadx.com





Tax Exemption: No If yes, please attach tax exemption documentation




Technical
Contact: Name: Hitesh Patel Title: Operations Manager

Phone: 215-870-5711       Fax: 215-387-9406
      Email: admin@carescience.com




NOC
Contact: Name: Ken Emery Title: Director, Technology

Phone: 215-870-5710       Fax: 215-387-9401
      Email: kemery@carescience.com




Legal
Contact: Name: Linda Wackwitz Title: Exec. VP & General Council

Phone: (720) 554-1223 Fax: (720) 554-1786
      Email:
linda.wackwitz@quovadx.com




CEO:
Name: Harvey Wagner Title: CEO & President

Phone: (720) 554-1224 Fax: (303) 488-9705
      Email: harvey.wagner@quovadx.com




	 	 	 	 	 	 	 	 	 
	Transit Contact: Hitesh Patel Phone:

	 	 	 	Email:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Peering Contact: Hitesh Patel Phone:

	 	 	 	Email:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Representative
Contact: Hitesh Patel
Phone: 
	 	Email:	 	 
	 	 	 	 	 	 	 






 




Website Listing:



Primary/Business Contact, please complete the following required information for posting on the
Switch and Data Web site.




Category: (Check all that apply)




	 	 	 	 	 	 	 	 	 
	þ

	 	Application Service Provider
	 	 
	 	o
	 	Managed Services Provider
	o

	 	Content Delivery Provider
	 	 	 	o
	 	Metropolitan Area Network
	o

	 	Content Provider
	 	 	 	o
	 	Security Services Provider
	o

	 	Dark Fiber Provider
	 	 	 	o
	 	Storage Services Provider
	o

	 	eCommerce
	 	 	 	o
	 	Telecom Provider
	o

	 	Enterprise
	 	 	 	o
	 	Web Hosting Provider
	o

	 	Internet Service Provider
	 	 	 	o
	 	Other                    






If peering, complete the following:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Company URL:

	 	 	 	 	 	ASN:
	 	 	 	 	 	IP Address:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	8/15/05
	 	Switch and Data Strictly Confidential	 	 	5	 






 









 






			
	

Signatory Authorization List:
	 	





Please complete the following to designate website login authorization and to allow for
interconnection, engineering and patch panel services to be ordered via email, without signature.
Add more Contacts as needed.




	 	 	 
	Level One

	 	Authorized to view general product and service information.
	Level Two

	 	Authorized to view general information, view invoices, and
request services: order interconnection, engineering and
patch panel services. Also able to order pre-scheduled
maintenance, service effecting request and technical support
(including installation assistance with tools)
	Level Three

	 	Authorized to submit changes to Signatory Authorization List
as well as order interconnection, engineering, patch panel and
TechSmart ® services.











	 	 	 	 	 
	þ Add           

	 	o Update           
	 	o Delete











o
Level One
          
o Level Two            þ Level Three









	 	 	 	 	 
	Contact: Ken Emery

	 	 	 	Phone: 215-689-2231
	Email:
kemery@carescience.com

	 	 	 	Facility(s): 3701 Market, Phila.






 








	 	 	 	 	 
	þ Add           

	 	o Update           
	 	o Delete











o
Level One
          
o Level Two            þ Level Three









	 	 	 	 	 
	Contact: Hitesh Patel

	 	 	 	Phone: 215 689 2284
	Email:
admin@carescience.com

	 	 	 	Facility(s): 3701 Market, Phila.






 








	 	 	 	 	 
	þ Add           

	 	o Update           
	 	o Delete











þ Level One            o Level Two            o Level Three









	 	 	 	 	 
	Contact: Ashwin Bhandary

	 	 	 	Phone: 215-689-2286
	Email:
abhandary@carescience.com

	 	 	 	Facility(s): 3701 Market, Phila.






 







	 	 	 	 	 
	þ Add           

	 	o Update           
	 	o Delete











          þ Level One            o Level Two            o Level Three









	 	 	 	 	 
	Contact: Victor Fiore

	 	 	 	Phone: 215-689-2275
	Email: vfiore@carescience.com

	 	 	 	Facility(s): 3701 Market, Phila.





The Business/Primary Contact agrees that the above listed Level Three’s are hereby authorized
to act as a representative for the Business/Primary Contact’s organization and can submit requests
to Switch and Data on behalf of the organization.




			
	 	 	 
	Business/Primary Contact Signature: /s/ Matt Pullam
	 	Date: 10/9/06






Please fax your signed initial request to Sales Operations: 1.813.207.7851

All subsequent updates and deletions must be signed and submitted to Sales Operations:

orders@switchanddata.com




Rev 1-03-05




	 	 	 	 	 	 	 
	8/15/05
	 	Switch and Data Strictly Confidential	 	 	6	 






 









 













Service Order




1715 N. Westshore Blvd., Suite 650, Tampa, FL 33607

Phone: 813-207-7700       Fax: 813-207-7836




	 	 	 
	Document Number:

	 	3024 – 005778
	Biling Commencement:

	 	30 days or CRD
	Installation Interval:

	 	0 business days
	Design Layout:

	 	Required






Customer: (3024) Quovadx, Inc., a Delaware corporation



Salesperson: Troy Ward, (520) 797-5500                      Sales Support: Sales Operations, (800) 240-2519




[*]






 




			
	[*]	 	We are seeking confidential treatment of these terms which have been omitted. The confidential portions have been filed separately with
the Securities and Exchange Commission.




Page 1 of 2




 









 













Service Order




1715 N. Westshore Blvd., Suite 650, Tampa, FL 33607

Phone: 813-207-7700       Fax: 813-207-7836




	 	 	 
	Document Number:

	 	3024 – 005778
	Biling Commencement:

	 	30 days or CRD
	Installation Interval:

	 	0 business days
	Design Layout:

	 	Required





This Service Order is subject to and governed by the terms and conditions of the Agreement,
including all Exhibits and Attachments thereto executed and in effect between the parties.
Customer herby orders from Switch and Data the specific services and equipment listed and on the
attachments hereto, and Switch and Data hereby accepts such order in accordance with the terms
herein.



By their signatures below the parties acknowledge and accept the terms of this Service Order and
certify that the individuals signing below are duly authorized to execute this Service Order on
Behalf of their respective affiliates and subsidiaries.




	 	 	 	 	 	 	 
	 

	 	Quovadx, Inc., a Delaware corporation
	 	 	 	SWITCH AND DATA
MANAGEMENT COMPANY LLC, a Delaware limited liability company, on behalf of itself
	 
	 	 	 	 	 	 
	Signature:

	 	/s/ Jim Hogan
	 	Signature:
	 	/s/ Mario Galvez
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Printed Name:

	 	Jim Hogan
	 	Printed Name:
	 	Mario Galvez
	 
	 	 	 	 	 	 
	Title:

	 	VP – IS
	 	Title:
	 	Authorized Representative
	 
	 	 	 	 	 	 
	Email:

	 	jim.hogan@quovadx.com
	 	Email:
	 	Legal@SwitchandData.com
	 
	 	 	 	 	 	 
	Date:

	 	10/9/06
	 	Date:
	 	10/9/06






	 	 	 
	NOTE: The Contact List and Authorization Form is required before installation will begin.

	 	The Installation
Interval begins
from Switch and
Data’s Order
Acceptance email
which will include
the Master Service
Order Number (MSO).
Order completion
will be sent to
signator, unless
otherwise noted on
Service Order.








 




			
	[*]	 	We are seeking confidential treatment of these terms which have been omitted. The confidential portions have been filed separately with the
Securities and Exchange Commission.





Page 2 of 2