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