Exhibit 10.1


 


MASTER SERVICES AGREEMENT


 


This
Services Agreement (“Agreement”)
entered into this 2nd day of
March 2009, by and between InfoLogix, Inc., a Delaware corporation
having a place of business at 101 E. 
County Line Road, Hatboro, PA 19040 (“Client”) and Futura Services, Inc.,
a Pennsylvania corporation having a place of business at 515 Pennsylvania
Avenue, Fort Washington, PA 19034 (“Futura”) (each a “Party” and
collectively the “Parties”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, Client provides enterprise mobile wireless solutions and support to
the healthcare, pharmaceutical, retail, transportation, travel and
entertainment, supply chain/logistics, manufacturing and financial markets,
which solutions include, without limitation, the design, development and
manufacture of products, RFID and other software and proprietary systems, and
systems integration services (the “Business”);


 


WHEREAS, Futura provides outsourcing services and functions, surrounding the
support of the equipment used in Client’s Business; and


 


WHEREAS, it is the desire and intention of Client to engage Futura for the
purpose of providing certain services as set forth in this Agreement.


 


NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and
agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and
with the parties intending to be legally bound do hereby agree as follows:


 


1.            SERVICES


 


1.1  Services.  Futura shall provide to Client, or to Client’s
customers (each, a “Customer”),
the services described and set forth in Exhibit 1.  The “Services” will be purchased pursuant to purchase
orders issued by the Client and will specified in mutually agreeable  Statements of Work (“SOW”),
Such SOW’s may be found in subsequent Exhibits attached to this Master Services
Agreement.  Each SOW will set forth among
other things, the Customer, the specific Services to be rendered; any
prototypes, goods or materials to be 


 

















 


purchased and delivered by Futura in
connection therewith (“Materials”); and the roles and
responsibilities of the Parties thereto. 
Each SOW shall specifically identify this Agreement and indicate that it
is subject to the terms hereof.  To the
extent there are any conflicts or inconsistencies between this Agreement, SOW
and any Purchase Order (except as it may relate to performance or acceptance
criteria), the provisions of this Agreement shall govern and control.  Futura will provide to Client only those
Services and Materials described as its obligation in each SOW (collectively,
the “Deliverables”).  The Deliverables specifically described in
each SOW are exclusive, and no other services, materials or obligations shall
be implied (e.g., system interfacing, software programming, support, etc.).


 


1.2  Acceptance of Deliverables.  Each SOW will describe, if applicable, the
acceptance and/or performance criteria for each of the Deliverables and the
completion criteria, if any, to signify completion of each phase of a project thereunder.  To the extent not specifically outlined in an
SOW, Futura will perform the Services consistent with the performance criteria
set forth in Exhibit 1.  In the
event of a conflict between this
Agreement and an SOW with regard to performance or acceptance criteria, the
applicable SOW shall govern.  Client
shall promptly review, evaluate and test each of the Deliverables within the
applicable time period set forth in an SOW (and, if no such period is specified
in the SOW, then within thirty (45) days from the date the Deliverable is
delivered to Client, or to Client’s Customer as applicable) to determine
whether or not such Deliverable satisfies the applicable acceptance criteria in
all material respects.  Futura shall have
the right to reject any SOW, in which event, such SOW shall not be counted in
satisfying the Annual Minimum Purchase, in which event Client shall have the
right to procure services for the rejected SOW provided it is at the same terms
and conditions as offered to Futura.


 


1.3  Minimum Purchase Requirements.  Futura shall have the exclusive right to
perform the Services for the Client in exchange for the fees set forth in Section 3
below until the earlier of (i) termination of this Agreement pursuant to Section 9.2
herein or (ii) the fulfillment of SOWs in the amount of $1,500,000 for
each calendar year during the Term (as hereinafter defined) (the “Annual Minimum Purchase”),
including a pro rata portion of such Annual Minimum Purchase amount for any
partial calendar year during the Term. 
After the Annual Minimum Purchase for such twelve month period is
achieved, the Client may use other 


 


2

















 


providers to perform the Services for such
year, provided Futura shall be given the right to perform the Services on the
same terms and conditions of such other providers with the consent of the
Client not to be unreasonably withheld.


 


1.4  Right to Perform Services for Others.  Subject to the
requirements of Section 5.3 hereof, Futura may perform services that are
the same or substantially similar to the Services for other Futura
clients.  Subject to the requirements of Section 5.3
hereof, this Agreement shall not prevent or limit Futura from using any of its
personnel, equipment, facilities or technology for such purposes.


 


1.5  Use of Subcontractors.  Client acknowledges that Futura shall have
the right to engage subcontractors in the performance of any of the Services
hereunder, provided that no subcontracting shall release Futura from its responsibility
for its obligations under this Agreement. 
Futura shall be responsible for the work and activities of any
subcontractor, including compliance with the terms of this Agreement.  Futura shall be responsible for all payments
to its subcontractors.


 


2.            CHANGES IN SERVICES


 


2.1  Additional Services.  The Parties may
agree from time to time for Futura to perform additional services and functions
(the “Additional
Services”).  The
performance of such Additional Services shall be governed by this Agreement
during the Term, and the terms and conditions of such Additional Services shall
be reflected in an amended or new SOW signed by both Parties.


 


2.2  Excusable Delays and Failures.  Futura, or its subcontractors engaged to
perform the Services, will be excused from delays in performing, or from a
failure to perform,  to the extent that
such delays or failures are caused by fire, flood, strike, civil, governmental,
or military authority, act of God, labor disputes, mechanical or electrical
breakdown, or other causes beyond its (or its subcontractors’) control.  In the event Futura is unable to perform
Services for more than sixty (60) days for any reasons described in the
preceding sentence, Client may terminate the applicable SOW.  The canceled portion of the SOW shall not be
counted in satisfying the Annual Minimum Purchase.


 


3

















 


Client acknowledges that Client’s failure or
delay in furnishing necessary information, equipment or access to facilities,
delays or failure by Client in completing tasks required of Client or in
otherwise performing Client’s obligations hereunder or under any SOW to this
Agreement will be considered an excusable delay or excusable failure to perform
hereunder and shall not be a material breach by Futura.


 


3.            PAYMENT


 


3.1  Fees.  Client shall pay to Futura the fees and other
compensation in the amounts for the specific Services requested pursuant to
each respective SOW.  Futura will have no
obligation to perform any Services and Futura may terminate this Agreement upon
thirty (30) days written notice with an opportunity for InfoLogix to cure such
breach when any amount in excess of $100,000 required to be paid by Client
remains due and unpaid or any amount remains due and unpaid for 90 days or
more.  Client may terminate this
Agreement upon thirty (30) days written notice with an opportunity for Futura
to cure when any amount in excess of $100,000 required to be paid by Futura
remains due and unpaid or any amount remains due and unpaid for 90 days or
more.


 


3.2  Invoices; Payments.  Futura shall invoice Client upon the
initiation of Service detailed in the SOW. 
Payments for the Services shall be due net thirty (30) days from invoice
date, unless otherwise agreed in writing. 
Futura reserves the right to charge Client interest, at a rate equal to the lesser of one and one half
percent (1.5%) per month or the maximum legal rate permitted, on the amount
shown on any invoice that is paid after the due date of payment specified
above.


 


3.3  Records; Audit Rights.  Client shall maintain complete and accurate
books and records with respect to the Services similar to and provided by
Futura until at least three (3) years after termination of this
Agreement.  Futura shall at any time, on
at least twenty (20) business days prior notice to Client, be entitled to
retain an accounting firm to audit the books and records of Client for the purpose of confirming the
performance of the obligations hereunder and accuracy of fees hereunder.  Such accounting firm shall execute a
nondisclosure agreement prior to any such audit.  Any such audit shall be performed at Futura’s
expense during normal business hours. 
Futura shall maintain complete and accurate books and records 


 


4

















 


with respect to the Services provided
hereunder until at least three (3) years after termination of this
Agreement.  Client shall at any time, on
at least twenty (20) business days prior notice to Futura, be entitled to
retain an accounting firm to audit the call and SOW statistics relating to work
performed by Futura to client for the purpose of confirming the performance of
the obligations hereunder and accuracy of fees hereunder.  Such accounting firm shall execute a
nondisclosure agreement prior to any such audit.  Any such audit shall be performed at Client’s
expense during normal business hours.


 


4.            OBLIGATIONS OF THE PARTIES


 


4.1  Client’s Personnel Commitment.  Client will ensure that all Client personnel
who may be necessary or appropriate for the successful delivery of the Services
will, on reasonable notice: (a) be available to assist Futura’s personnel
by answering business, technical and operational questions and providing
requested documents, guidelines and procedures in a timely manner; (b) participate
in progress and other Service-related meetings; and (c) be available to
assist Futura with any other activities or tasks reasonably required to
complete the Services in accordance with this Agreement.


 


4.2  Visa/Work Permits.  In the event it is necessary for Futura to
obtain visas or work permits for Futura personnel, Client will cooperate with
Futura by taking reasonably necessary actions to facilitate Futura’s efforts,
including providing documentation
indicating the nature and location of the work to be performed, the necessity
of the work to be performed, and other documentation as may be reasonably
required and related to this Agreement, and posting such notices as may be
legally required.  Costs for obtaining
such visas or work permits for its personnel shall be the responsibility of
Futura.


 


4.3  Export Control.   The term “technical data” used in this section is
defined in the United States Export Administration Regulations (“Regulations”).  The Parties acknowledge that to the extent
any technical data provided under this Agreement are subject to US export laws and
Regulations.  Neither Party shall use,
distribute, transfer, or transmit technical data provided by the other Party
under this Agreement except in compliance with US export laws and
Regulations.  Each Party shall comply
with the Foreign Corrupt Practices Act, as amended, and the rules and
regulations thereunder.  To the extent
that any of the Services cannot be 


 


5

















 


performed or provided without violation of
any law, regulation, or other control, then Futura shall not be obligated to
provide the same and the applicable SOW shall be amended accordingly.


 


4.4  Compliance.   Futura shall comply with Client’s internal
facility and information technology system access and security policies and
procedures and will ensure that all individuals providing Services on behalf of
Futura agree to be bound by and comply with all such policies and
procedures.  Futura shall provide
reasonable assistance to Client in complying with its obligations under
applicable law, including but not limited to Sarbanes-Oxley Act of 2002 (“SOX”) and Health
Insurance Portability & Accountability Act of 1996 (“HIPAA”) to the extent
required as a result of the activities contemplated hereunder.


 


5.            CONFIDENTIAL INFORMATION


 


5.1  Advertisement.   Subject to the approval of the Chief
Executive Officer of InfoLogix, with such approval not to be unreasonably
withheld, and subject to the approval of any applicable InfoLogix customers,
Futura shall be allowed to use as a referral source customers of InfoLogix that Futura is providing services to
under this Agreement and shall be permitted to advertise that Futura is
providing services to such customers, provided that such advertisements are
consistent with past practice.


 


5.2  Confidentiality Obligations.  Client and Futura shall each (a) hold
the Confidential Information (as defined below) of the other Party in
confidence and avoid the disclosure thereof to any other party by using the
same degree of care as it uses to avoid unauthorized use or disclosure of its
own Confidential Information of a similar nature, but not less than reasonable
care, and (b) not use the Confidential Information of the other Party for
any purpose whatsoever except as expressly contemplated under this
Agreement.  Each Party shall disclose the
Confidential Information of the other only to those of its employees and
consultants having a need to know such Confidential Information and have agreed
to appropriate confidentiality obligations and shall take all reasonable
precautions to ensure that its employees comply with the provisions of this Section 5.2.


 


6

















 


5.3  Confidential Information.  The term “Confidential Information” shall mean any
and all information or proprietary materials (in every form and media) not
known to the public and which has been or is hereafter disclosed or made
available by either Party (the “Disclosing Party”) to the other (the “Receiving Party”) in
writing or, if disclosed orally or by other means, summarized in writing and designated confidential within thirty
(30) days after such disclosure, in connection with the Services contemplated
hereunder, including (a) all trade secrets, (b) existing or
contemplated products or software owned by Client pursuant to this Agreement,
services, designs, technology, processes, technical data, engineering
techniques, methodologies and concepts and any information related thereto, (c) information
regarding Client’s information technology infrastructure and data, including
any customer or third party data to which Futura may be exposed to in
performing its obligations hereunder, and  (d) information relating to business
plans, sales or marketing methods and customer lists or requirements


 


5.4  Exclusions.  The obligations of either Party under Section 5.2
shall not apply to information that the Receiving Party can demonstrate (a) was
in its possession at the time of disclosure and without restriction as to
confidentiality, as shown by its prior written records, (b) at the time of
disclosure was generally available to the public or after disclosure becomes
generally available to the public
through no breach of this Agreement or other wrongful act by the Receiving
Party, (c) has been received from a third party without restriction on
disclosure and without breach of agreement by the Receiving Party, or (d) is
required to be disclosed by law or order of a court of competent jurisdiction
or regulatory authority, provided that the Receiving Party shall furnish prompt
written notice of such required disclosure to and reasonably cooperate with the
Disclosing Party, at the Disclosing Party’s expense, in any effort made by the
Disclosing Party to seek a protective order or other appropriate protection of
its Confidential Information.


 


6.            WARRANTY


 


6.1  Limited
Warranty.  With
respect to any Services, Futura warrants the following:


 


(a)  the applicable Services rendered hereunder
will be performed in a good and workmanlike manner by qualified personnel
consistent with the quality standards and practices commonly accepted in the
industry;


 


7

















 


(b)  the Services performed will substantially
conform to any applicable requirements and standards set forth in each
applicable SOW; and


 


(c)  the Deliverables and materials will conform
to the specifications set forth in the applicable SOW for such Deliverables and
materials and will perform as intended when utilized by Client and/or its
Customer, as the case may be.


 


6.2  Exclusions.  Notwithstanding anything in this Agreement to
the contrary, Futura’s warranty does not cover (a) defects or damage not
caused by Futura, including, but not limited to, damage in transit or casualty,
(except when Futura ships warranty returns to customers and is responsible for
the payment of shipping, for which Futura shall bear the risk of loss of any
damage to the product in transit) (b) accident, misuse or non-compliance
by Client or Customer with instructions or manuals, or (c) any alteration
or other modification of any Deliverable by any person or entity under Client’s
or Customer’s control.


 


6.3  Remedy.


 


                (a)  As to any
Service or Deliverable defined in SOW, if Client does not furnish written
notice to Futura prior to the end of the period set forth in Section 1.2,
specifying in detail that such Service or Deliverable has failed to satisfy the
applicable requirements in any material respects and the respects in which such
Service or Deliverable does not conform to such requirements, then Client will
be deemed to have accepted such Service or Deliverable and, subject to Section 6.3(c),
waived all warranty claims.  If requested
by Futura, Client will promptly sign and deliver to Futura an acceptable
certificate evidencing final acceptance of any Deliverable.


 


                (b)  If Client shall give Futura a notice of nonconforming
Service or Deliverables pursuant to subsection (a) above, Futura will use
commercially reasonable efforts to modify any non-conforming Service or
Deliverable identified by Client in such notice, and the Service or Deliverable
will be reperformed or resubmitted to the Client at Futura’s cost.  Futura’s obligations are subject to Client’s
cooperation with Futura including, in the case of modified software, assisting
Futura to locate and reproduce the non-conformity.  If at any time Futura notifies Client that it
is unable to remedy any non-conforming portion of any Service or 


 


8

















 


Deliverable, the applicable SOW shall
terminate as to the non-conforming Service or Deliverable and Client may at its
option: (i) receive from Futura a refund of any fees paid for such
non-conforming Service; (ii) return the Deliverable and receive from
Futura a refund of any fees paid for such non-conforming Deliverable, or (iii) retain
the non-conforming Deliverable, receive from Futura a pro-rated refund of any
fees paid under the applicable SOW, and attempt to correct any non-conformance
itself or through a third party at Client’s sole expense.


 


                (c)  Client’s SOLE REMEDY and Futura’s ENTIRE LIABILITY in
connection with non-conforming Deliverables or Service and/or termination of an
SOW shall be as stated in this Section 6.3 and shall be limited to the
amount of fees paid under the applicable SOW that result in liability.


 


6.4          Risk
of Loss.  Except
as otherwise provided for in this Agreement, Futura agrees to bear all risk of
loss for the services defined by the Agreement and all SOWs thereto, including,
but not limited to, all costs related to:


 


(a)      Warranty,
extended warranty and call center services, as further defined in all related
SOWS attached to this Agreement and made a part thereof, which are sold by
Client to its customers and accepted in such SOWs by Futura;


 


(b)      Post
and Pre production completion of kitting, imaging and shipments to Client customers
as specified in the related SOWs; and


 


(c)      Futura
shall not be liable for any acts or omissions occurring prior to the delivery
of any product or service to the Client customer site that are covered by a
related third party warranty program sold by Client or any third party warranty
provided for by the manufacturer of such product.


 


6.5
Spare Pools. 
Futura shall purchase from suppliers reasonably acceptable to Futura and
shall maintain at Futura’s own cost and expense
during the term of the Agreement, spare pools inventory adequate in amounts as
determined by Futura to fulfill product warranty requirements, as defined in
the related SOWs.


 


9

















 


7.                                    LIMITATION OF LIABILITY AND REMEDIES


 


7.1  LIMIT
ON DAMAGES.  WITHOUT
LIMITING THE RESTRICTIONS OF SECTIONS 1.2, 5.1 AND 6.3, AND NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FUTURA’S LIABILITY IN THE AGGREGATE
UNDER AND WITH RESPECT TO THIS AGREEMENT AND THE PERFORMANCE OR NONPERFORMANCE
OF THIS AGREEMENT AND ANY DELIVERABLES OR OTHER ITEMS UNDER THIS AGREEMENT (WHETHER IN TORT, CONTRACT
OR OTHERWISE AND NOTWITHSTANDING ANY FAULT OR NEGLIGENCE) SHALL IN NO EVENT
EXCEED, AS TO ANY CLAIM, IN THE AGGREGATE, THE AMOUNT OF THE COMPENSATION
ACTUALLY RECEIVED BY FUTURA UNDER THE APPLICABLE SOW.


 


7.2  No
Consequential Damages. 
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE DELIVERABLES OR THIS
AGREEMENT  OR RELATED SOWs EVEN IF
ADVISED OF THE POSSIBILITY THEREOF.


 


7.3  Exceptions
to Limitations. 
Notwithstanding anything herein to the contrary, the limitations on
damages and liability set forth herein shall not apply to:  (i) liability arising from the gross
negligence or willful misconduct of Futura, (ii) liability under Section 5,
and (iii) to the extent contrary to applicable laws of any state having
jurisdiction.


 


8.            EMPLOYEES


 


8.1  No
Employee Relationship. 
Futura’s employees are not and shall not be deemed to be employees of
Client.  Futura shall be solely
responsible for the payment of all compensation to its employees, including
provisions for employment taxes, workmen’s compensation and any similar taxes
associated with employment of Futura’s personnel.  Futura’s employees shall not be entitled to
any benefits paid or made available by Client to its employees.


 


10

















 


8.2  Non-Solicitation
Obligations. 
During the term hereof and for a period of twelve (12) months following
the completion of any SOW,
neither Party shall, directly or indirectly, unless agreed to in writing by the
other Party, solicit for employment or employ, or accept services provided by,
any employee of the other Party who performed any work in connection with or
related to the Services, nor shall Futura solicit within the scope of Client’s Business,
without Client’s express prior written consent any employee of Client’s
Customer introduced by Client to Futura that prior to such introduction Futura
or its affiliates never provided services to.


 


9.            TERM AND TERMINATION


 


9.1 Term.  The term (“Term”)  of this Agreement will commence on the
Effective Date and will remain and continue in effect until December 31, 2013 unless sooner terminated as provided
hereunder.  Individual SOWs will
terminate in accordance with their specific terms.


 


9.2 Termination.  This Agreement may be terminated by either
Party (the “non-breaching
Party”) upon written notice to the other Party if any of the
following events occur by or with respect to such other Party (the “breaching Party”):  (i) the breaching Party commits a
material breach of any of its obligations hereunder and fails to cure such
breach within sixty (60) days; (ii) any insolvency of the breaching Party,
any filing of a petition in bankruptcy by or against the breaching Party, any
appointment of a receiver for the breaching Party, or any assignment for the
benefit of the breaching Party’s creditors; (iii) by either party pursuant
to Section 3.1; or (iv) by Client for any reason or no reason upon
forty-five (45) days prior written notice to Futura.


 


9.3          Termination by Futura.  In the event Futura terminates this Agreement
pursuant to Section 9.2 , Client shall (i) pay Futura a termination
fee (which shall not be considered compensation under this Agreement) equal to
$750,000 payable within thirty (30) days of written notice of termination by
Futura (the “Termination
Fee”) and (ii) shall sublease (the “Sublease”) up to
10,000 square feet at Futura’s option, commencing thirty (30) days of notice of
termination by Futura at Futura’s option of Futura’s lease for the facility
located at 515 Pennsylvania Avenue, Fort Washington, PA, as set forth on Exhibit 2
hereto, for the duration of such lease, a 


 


11

















 


copy of which
is attached to Exhibit 2, and shall have full rights of use of such space
for Client’s business activities, subject to the terms and conditions of such
lease.


 


9.4          Termination by Client.  In the event Client terminates this Agreement
pursuant to Section 9.2, Client may recover its actual direct damages, subject to the
limitations set forth in Article 7 hereof. 
In the event Client terminates this Agreement pursuant to Section 9.2(i),
(iii) or (iv), Client shall pay the Termination Fee within forty-five (45)
days of notice of termination by Client and, at Futura’s option, enter into the
Sublease, at which time (namely, the payment of the Termination Fee and the
execution of the Sublease) this Agreement shall terminate.  Any rights or obligations under a previously
negotiated SOW for which Futura has been paid for by Client shall survive the
termination of this Agreement; it being understood and agreed that with repect
to such SOWs, Futura shall have the right to fulfill such SOWs notwithstanding
termination of this agreement


 


9.5          Survival.  In the event of termination or upon
expiration of this Agreement, Sections 3, 5, 6, 7, 8, 9, and 10 hereof will survive and continue in full force and
effect.


 


10.          MISCELLANEOUS


 


10.1  Governing Law.  This Agreement will be governed by the laws
of the Commonwealth of Pennsylvania without reference to the principles of
conflict of laws.


 


10.2  No Assignment.  This Agreement shall not be assignable by
either Party without the prior written consent of the other Party, not to be
unreasonably withheld,  except
either Party may, upon prior written notice to the other Party (but without any
obligation to obtain the consent of such other Party), assign this Agreement or
any of its rights hereunder to any entity which succeeds (by purchase, merger,
operation of law or otherwise) to all or substantially all of the capital
stock, assets or business of such Party, if such entity agrees in writing to
assume and be bound by all of the obligations of such Party under this
Agreement and such corporation or entity has GAAP financial net worth as
determined under United States generally accepted accounting principles
consistently applied (“GAAP”)
in excess of such Party’s GAAP financial net worth or, with respect to Client,
Client agrees to guarantee its obligations to Futura under this Agreement and
in the event of Futura’s assignment, Futura’s successor is reasonably 


 


12

















 


satisfactory to Client.  This Agreement shall be binding upon and
inure to the benefit of the Parties hereto and their respective successors and
permitted assignees.


 


10.3  Notices.  All notices required by this Agreement will
be given in writing to the other Party and delivered by registered mail,
international air courier, facsimile, or the equivalent.  Notices will be effective when received as
indicated on the facsimile, registered
mail, or other delivery receipt.  All
notices will be given by one Party to the other at its address stated on the
first page of this Agreement unless a change thereof previously has been
given to the Party giving the notice.


 


10.4  Amendments.  This Agreement may be modified only by a
written amendment executed by duly authorized officers or representatives of both Parties.


 


10.5  Severability.  If any provision in this Agreement is held by
a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision
shall be severed from this Agreement to the extent not enforceable and the
remaining provisions will continue in full force.


 


10.6  Counterparts.  This Agreement may be executed in several
counterparts, each of which will be deemed an original, and all of which taken
together will constitute one single Agreement between the Parties with the same
effect as if all the signatures were upon
the same instrument.


 


10.7  Compliance.  Except as expressly provided here, each Party
shall comply at its own expense with all applicable laws, ordinances,
regulations and codes, including the identification and procurement of required
permits, certificates, licenses, insurance, approvals and inspections in performance under any SOW.


 


10.8  Complete Agreement.  Upon the Effective Date, this Agreement
together with the related SOWs constitute the complete and exclusive statement
of the agreement between the Parties and supersedes all proposals, oral or
written, and all other prior or contemporaneous
agreements, SOWs and communications, as well as any subsequent purchase order,
acknowledgment, quotation or other communications between the Parties relating
to the subject matter herein, unless specifically agreed to in writing pursuant
to Section 10.4.  The 


 


13

















 


parties acknowledge that they are currently
working under a Services Agreement dated July 17, 2006 and various letter
agreements (“Existing Agreements”).  Upon the Effective Date of this Agreement,
such Existing Agreements will terminate and the provisions of this Agreement shall exclusively govern the terms of
the parties’ relationship.


 


10.9  Attorney’s Fees.  If any action, at law or equity, including
any action for declaratory relief, is brought to enforce or interpret this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys’ fees from the other party, in addition to any other relief that may
be awarded.


 


 


	
  FUTURA SERVICES, INC.

  	
   

  	
  INFOLOGIX, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Janet E. DeNicola

  	
   

  	
  By

  	
  /s/ David T. Gulian

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
  President

  	
   

  	
  Title

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  3/2/09

  	
   

  	
  Date

  	
  3/2/09

  
							



 


14
















 


EXHIBIT 1 – STANDARD SERVICES


 


This Exhibit describes the standard services referred to in Section 1.1
of the Master Services Agreement that Futura will provide InfoLogix (“Client”).  Fees and service levels related to these
standard services will be provided in a subsequent statement of work (“SOW”).


 


1.              PROVIDER OF STANDARD
SERVICES:     Futura Services


 


2.              STANDARD SERVICES
DESCRIPTIONS:


 


2.1.  Help
Desk Services


 


Help Desk Services are defined as Level 1 Assistance.  This includes answering the initial call,
email, fax, or Customer Care Portal ticket from the Client customer, whether it
is from the Client customer’s help desk or the end user.  Upon taking standard information from the
customer such as name, company, location, type of issue experienced, Futura
personnel will open a ticket in the Customer Care Portal (“CCP”), troubleshoot
with predefined scripts, and either engage Client’s Level 2 resources or
coordinate/facilitate the RMA process with the vendor.


 


2.2.  Spares
Pools Services


 


Spares Pools Services are provided for Client’s customer’s serialized
assets and, where necessary, related accessories such as batteries, chargers,
cradles, etc.  These spares pools, which
could either be Client’s or Client’s customer’s spare asset inventory will be managed,
stored, and imaged/configured at Futura’s facility.  Futura will maintain the spare pool inventory
in the CCP where related accessories will be maintained outside of the
CCP.  Spare Pool inventory in the CCP is
available real time for Client’s review and accessory inventory will be
provided monthly to Client or Client’s customer.


 


2.3.  Kitting
Services


 


Kitting Services are defined as assembly services supporting mobility
solutions.  These services are typically in
support of an assembled solution that is customized/defined/designed by the
Client or Client’s customer.  These
services are used to build anything from 1) a fully assembled solution; 2) a sub-assembly(ies)
as part of a larger assembled solution or 3) a packing and packaging of
mobility hardware along with related peripherals/accessories.


 


2.4.  Deployment
Services (Staging and Technology Imaging/Configuration)


 


Deployment Services include, but are not limited to, 1) the technical
imaging and configuration activities (post initial design/configuration
typically performed by the Client or Client’s customer) performed on computing equipment
for the purpose of making the equipment functional for the Client or Client’s
customer use and/or 2) staging activities inclusive of the receipt, packing,
packaging, warehousing, and logistics of computing equipment and related
peripherals/accessories.


 


	
  Futura-InfoLogix
  Master Services Agreement – Exhibit 1

  	
   

  	
  Initials 

  	
  JED/DG

  	
   

  	
  Date

  	
  3/2/09

  



 

















 


2.5.  Technology
Repair Services


 


Repair Services is a depot service that repairs Client or Client’s
customer computing equipment.  Equipment
includes PCs (desktop, laptop, tablet or handheld) and printers (desktop or
portable).  Depending upon the
manufacturer and/or the arrangement with the Client, repair services can be
provided for products that are either in or out of manufacturer warranty.


 


2.6.  Other


 


From time-to-time, Client may ask Futura to provide additional services
that are not specifically outlined in this Exhibit.  If it is a service that both Client and
Futura determine should be classified as a standard service, this Exhibit will
be amended.


 


	
  Futura-InfoLogix
  Master Services Agreement – Exhibit 1

  	
   

  	
  Initials 

  	
  JED/DG

  	
   

  	
  Date

  	
  3/2/09

  



 
















 


EXHIBIT 2 – SUBLEASE


 


This Exhibit outlines the sublease costs referred to in Section 9.3
of the Master Services Agreement.


 


1.               The property at 515 Pennsylvania Avenue,
Fort Washington, PA (“Premises”) consists of 22,215 square feet.  The following is an excerpt of the lease for
the Premises:


 


“4.1  Minimum Rent.  Annual minimum rent for the Premises (“Minimum
Rent”) shall be as follows:


 


	
  First Lease Year (months 1-6)

  	
  $111,075.00 per annum; $9,256.25 per month

  
	
  First Lease Year (months 7-12)

  	
  $423,862.20 per annum; $35,321.85 per month

  
	
  Second Lease Year (months 13-24)

  	
  $434,969.70 per annum; $36,247.48 per month

  
	
  Third Lease Year (months 25-36)

  	
  $446,077.20 per annum; $37,173.10 per month

  
	
  Fourth Lease Year (months 37-48)

  	
  $457, 184.70 per annum; $38,098.73 per month

  
	
  Fifth Lease Year (months 49-60)

  	
  $468,292.20 per annum; $39,024.35 per month

  
	
  Sixth Lease Year (months 61-66)

  	
  $479,399.70 per annum; $39,949.98 per month

  



 


All Minimum Rent shall be payable in equal monthly installments
commencing on the Rent Commencement Date and thereafter due on the first day of
each month during the Term without demand, deduction or set-off, at the
following address (or at such other address of which Landlord shall hereafter
give Tenant written notice):


 


	
   

  	
  Hub
  Properties Trust

  
	
   

  	
  P.O. Box
  845310

  
	
   

  	
  Boston, MA
  02284-5310”

  



 


2.               In addition to the above Minimum Rent,
additional costs for the Premises are as follows:


2.1.           Operating Escalation:  In 2008, these costs totaled $13,401.23 for
the year or $1,116.77 per month.


2.2.           Real Estate Taxes:  In 2008, these costs totaled $7,543.34 for
the year or $628.61 per month.


2.3.           Utilities: 
In 2008, these costs totaled approximately $3,500.00 per month.


 


	
  Futura-InfoLogix
  Master Services Agreement – Exhibit 2

  	
   

  	
  Initials 

  	
  JED/DG

  	
   

  	
  Date

  	
  3/2/09