Part 1 Administrative Appendix B. Made and entered into as of 2013 ( the Effective Date )

Transcription

1 LABORATORY INFORMATION MANAGEMENT SYSTEM AGREEMENT Made and entered into as of 2013 ( the Effective Date ) Between: MACCABI HEALTHCARE SERVICES a non-profit organization duly registered in accordance with the laws of Israel and having its principal place of business at 27 Hammered Street, Tel-Aviv 68125, Israel ( Maccabi ) and [ ] a private company duly registered and incorporated in accordance with the laws of and having its principal place of business at ( Supplier ) and (each a Party, and collectively the Parties ) WHEREAS: WHEREAS: WHEREAS: WHEREAS: WHEREAS: Supplier is engaged, inter alia, in the design, configuring, development, supply, licensing, maintenance and support of laboratory information management systems ( LIMS/LIS ) for the health care industry; and Maccabi is engaged, inter alia, in the business of providing medical diagnostic services; and Maccabi issued a public tender (tender no. 102/2013) for the development, configuring, customization, supply, licensing, maintenance, support and upgrading of and the provision of training with respect to an LIMS/LIS, for Maccabi's facilities at 27 Hammered Street, Tel-Aviv ( Maccabi's Facilities ) and all of the laboratories and other sites specified in the Tender Technical Specifications as defined in Appendix A hereto (collectively, the Sites ), a copy of which tender is attached hereto as Appendix B ( the Tender ); and Supplier submitted a Tender proposal, which was accepted by the tender committee at Maccabi; and Maccabi wishes to receive from Supplier and Supplier wishes to supply and license to Maccabi the System (as defined in Appendix A hereto) and to provide Maccabi with support, maintenance, Page 1 of 62 File :BID Part-1-Administrative-Appendix-B.docx

2 upgrades and training, subject to and in accordance with the terms of this Agreement, NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS: The definitions used in this Agreement shall have the meanings ascribed thereto in the Preamble, in this Agreement below and in Appendix A hereto (as applicable). 1. SUPPLIER'S OBLIGATIONS 1.1. General. Supplier shall be responsible for the performance of the Project in accordance with the terms and conditions of this Agreement, at its own cost and expense, in consideration for the payment by Maccabi of the Project Consideration and the Annual Service Fees as provided in clause 9 below System. Without derogating from the aforegoing, Supplier shall design, develop, configure, customize, supply, install, and integrate the System (including all components and modules thereof) at Maccabi's Facilities in compliance with the terms of this Agreement (and the Specifications in particular), and in accordance with applicable laws, regulations and guidelines and the timeframe and milestones stipulated in the Project Schedule. Notwithstanding the aforegoing, in no event shall Supplier be penalised for any inability of Supplier to meet an obligation hereunder if such inability results from failure of either (i) Maccabi; or (ii) any third party over which Supplier has no control (other than any service provider or subcontractor of Supplier), to provide equipment, interfaces and/or products on which the System depends to meet its Specifications. Without derogating from the generality of the aforegoing, subject to compliance by Maccabi with its obligations with respect to the equipment, interfaces, hardware and other infrastructure at Maccabi's Facilities as provided in clause 2 below, any changes thereto that may be required by the Supplier so that the System shall comply with the Specifications and is compatible with such equipment, interfaces, hardware and other infrastructure at Maccabi's Facilities, shall be at Supplier's expense. Any deviation from the parameters set forth in the Specifications, shall require the mutual agreement of the Parties. Any consequential amendments with respect to the consideration, Project Schedule and Specifications shall be mutually agreed upon by the Parties Documentation. Supplier shall develop, supply, control and maintain the Documentation in accordance with the terms of this Agreement. The Documentation shall be provided in the English or Hebrew language(s) only Licences. Supplier hereby grants to Maccabi a perpetual, irrevocable, non-exclusive, royalty-free licence to use the System and Documentation at all Sites in connection with the operation and/or Page 2 of 62 File :BID Part-1-Administrative-Appendix-B.docx

3 maintenance of the System. Supplier shall deposit the source code of the System into escrow as provided in clause 8 below. To the extent that any licenses are required from any third party software suppliers for the use, operation and/or maintenance of the System (other than licenses for the basic software such as Microsoft software and anti-viruses, which shall be acquired by Maccabi), Supplier shall ensure that Maccabi receives such licenses for the entire duration of the Term, at no additional cost to Maccabi Project Training. Supplier shall: (i) develop and supply a Training program in accordance with the Tender Technical Specifications; and (ii) train designated Maccabi information technology (IT) specialists to use, develop, operate, maintain and support (including, first level support) the System in accordance with the relevant provisions of the Supplier Proposal. For the removal of any doubt, Maccabi shall be entitled to send a representative to Supplier's facility for training, at no charge to Maccabi, provided that Maccabi shall be responsible for all travel and living expenses incurred by its representative in connection with such training Upgrades, New Products. Supplier shall provide Maccabi with Upgrades, bug fixes and patches during the Term as and when they become available and shall be responsible for the maintenance thereof. Any Upgrades, bug fixes and patches provided by Supplier from time to time shall be compatible with the then existing version of the System at Maccabi. In the event that Supplier makes any new products or additional components or modules (which may be sold as stand-alone units) (excluding any Upgrades as aforesaid) available to its customers, Maccabi shall be entitled to purchase such products or components from Supplier at an 80% (eighty percent) discount from the then listed price thereof. Without derogating from the aforegoing, in the event that Supplier ceases its development activities with respect to the System and develops a new product in place thereof, none of Maccabi's rights under this Agreement shall be affected thereby. Furthermore, Maccabi shall be entitled to purchase such new product from Supplier at an 80% (eighty percent) discount from the then listed price thereof Warranty, Services and Support. (a) (b) General: Supplier shall provide warranty coverage, support, maintenance, training and other services in accordance with the terms of this Agreement. Post Project Period: Supplier shall provide Service and Support (including, Training) and Upgrades in accordance with the provisions of clause 1.7 below, during the period commencing on the Date of Delivery and continuing throughout the Warranty Period and during the remainder of the Term (i.e. during the Post-Project Period). Page 3 of 62 File :BID Part-1-Administrative-Appendix-B.docx

4 (c) (d) (e) During the Warranty Period, the Service and Support as well as Upgrades shall be provided without further payment except as otherwise provided herein (such Service and Support and Upgrades being covered by the Project Consideration payable hereunder). Upon the expiry of the Warranty Period and during the remainder of the Term, the Service and Support and Upgrades shall be provided in consideration for the payment of the Annual Service Fees as set out in Appendix F hereto. Post Term: After the expiry of the Term, Supplier undertakes, if requested by Maccabi, to provide the Service and Support and Upgrades or any part thereof, against the payment of a price or rates to be mutually agreed by the Parties in good faith, for as long as the System is in operation. Other projects: In the event that the Parties decide to conduct any other projects (i.e. other than the Project) during the Term, such projects shall be governed by the terms of this Agreement, with the necessary mutually agreed modifications Authorisations, Permits, Licenses. Supplier shall obtain in a timely manner to enable performance of its obligations under this Agreement, all necessary authorisations, permits, and licenses for the import, supply, installation and support of the System Emergency Plans. Supplier shall have appropriate emergency plans for the safeguarding (including back-up) at Supplier's facilities of the software and documentation relevant to the System and the performance of its obligations hereunder. 2. MACCABI S OBLIGATIONS Maccabi shall be solely responsible for the following: 2.1. Equipment, interfaces, hardware and other infrastructure at Maccabi's Facilities. Maccabi shall provide the equipment, interfaces, hardware and other infrastructure at Maccabi's Facilities as mutually agreed by the Parties Information. Maccabi shall, upon Supplier's written request, supply the Facility Information necessary to enable Supplier to design, develop, configure, instal and integrate the System at Maccabi's Facilities and to provide the Service and Support, subject to the confidentiality obligations set out in clause 21 herein and to all applicable laws, regulations and guidelines with regard to data security Facilities. Maccabi shall provide to Supplier free and clear access to Maccabi's Facilities, upon prior coordination with, and in the case of the provision of Service and Support, subject to the prior approval of Maccabi, for the purposes of installing, integrating, and testing the System and providing support and services and training to Maccabi Page 4 of 62 File :BID Part-1-Administrative-Appendix-B.docx

5 personnel, pursuant to the terms of this Agreement Personnel. Maccabi shall make available or provide the necessary Maccabi personnel or representatives to facilitate an informed and timely flow of information and decisions and to witness milestone events as required to fulfill the terms of this Agreement. Such personnel or representatives shall be suitably qualified and competent for the purposes of performing the functions described in this clause. Without derogating from the generality of the aforegoing, Maccabi shall provide the necessary personnel or representatives for the purposes of undergoing Training, participating in project review meetings and supervising and co-ordinating inter-related Site installation, testing or integration activities. 3. TERM The term of this Agreement shall commence on the Effective Date and shall continue for a period of 10 (ten) years, unless previously terminated in accordance with the provisions of this Agreement ( the Initial Term ). The Initial Term may be extended, at Maccabi's election, for additional successive periods of 12 (twelve) months each ( the Renewal Term ) up to a maximum of 10 (ten) years after the Initial Term, by written notice by Maccabi to Supplier at least 60 (sixty) days prior to the end of the Initial Term or the relevant Renewal Term, as applicable. 4. PROJECT SCHEDULE 4.1. Supplier and Maccabi shall execute their respective obligations under this Agreement in accordance with the Project Schedule. Unless expressly stipulated otherwise, the Project Schedule shall include or be deemed to include a period for review, comment and/or approval by Maccabi of each of the Project deliverables (including, the Documentation) prepared or provided by Supplier pursuant to this Agreement, which period shall allow Maccabi 14 (fourteen) Business Days after delivery to Maccabi of the said Project deliverables, to respond thereto Extensions and Modifications of Project Schedule (a) (b) All extensions to or modifications of the Project Schedule shall be mutually agreed upon by the Parties according to the procedure set out in clause 6 below, subject to any External Events and subject to the provisions of clause 4.3 below. In the event that the said extension or modification is mutually agreed upon by the Parties, the Project Schedule shall be revised and reissued accordingly. In the event that Supplier is unable to perform any of its obligations as a result of non-compliance by Maccabi (or any of its suppliers or agents) of any of its obligations under this Agreement, the time limitations stipulated in the Project Schedule shall be extended automatically to the extent of the delay caused thereby, subject to clause 4(c) below. Page 5 of 62 File :BID Part-1-Administrative-Appendix-B.docx

6 (c) Without derogating from the aforegoing, the following conditions shall apply with respect to any extension as aforesaid: (i) in the event of a delay in the performance of Supplier's obligations under the Agreement howsoever caused, the extension to the Project Schedule shall be of no longer duration than is necessitated by the said delay and shall apply only to Supplier's obligations and activities which are directly affected by such delay; and (ii) any delay in the performance of Supplier's obligations under this Agreement, unless such delays result from Maccabi's or a third party's (other than service providers or contractors of Supplier) delay or Maccabi's failure to meet its obligations pursuant to the Agreement, shall not relieve Supplier nor have any affect whatsoever upon the performance by Supplier of subsequent obligations or activities in accordance with the Project Schedule Failure to Agree to Proposed Extension to or Modification of Project Schedule 4.4. Delay If, at any time, the Parties are unable to reach agreement regarding a proposed extension to or modification of the Project Schedule, the last approved Project Schedule shall remain in force, subject to the extension to, or modification of, the Project Schedule pursuant to clause 4.2(b) above and clause 22 (Force Majeure) below. Without derogating from any of Maccabi's rights or remedies hereunder or by law, in the event of any delay in the delivery, installation and integration of the System at Maccabi's Facilities, save for any delays agreed by the Parties or any delays due to External Events, Supplier shall make payment to Maccabi of an amount of US $1,000 (one thousand United States Dollars) for each day of such delay exceeding 5 (five) Business Days, as liquidated damages, without any obligation to prove such damages. 5. PROJECT MANAGERS, KEY PERSONNEL, CONTROL, COMMUNICATION 5.1. Project Managers (a) (b) The project manager appointed by Maccabi for the Project is identified in Appendix E(1) hereto. Maccabi shall be entitled to replace its project manager at any time by written notice to Supplier (the said project manager and any substitute appointed by Maccabi, or any person authorised by her/him in writing as aforesaid, the Maccabi Project Manager ). Supplier undertakes to comply with the instructions of the Page 6 of 62 File :BID Part-1-Administrative-Appendix-B.docx

7 (c) (d) 5.2. Project Review Meetings 6. MODIFICATIONS Maccabi Project Manager, unless such instructions conflict with the terms of this Agreement. The project manager appointed by Supplier and other key personnel of Supplier for the Project are listed in Appendix E(2) ( the Supplier Project Manager and the Supplier Key Personnel, respectively ). The persons appointed as the Supplier Project Manager and the Supplier Key Personnel shall continue to act as such for the entire period of the Project. In the event that the person appointed as the Supplier Project Manager ceases to act as such for reasons beyond the control of Supplier, Supplier shall forthwith appoint such person's manager as temporary project manager until approved by Maccabi in writing (and once approved as aforesaid, such substitute project manager shall be deemed to be the Supplier Project Manager as defined above). In the event that any of the Supplier Key Personnel ceases to act as such for reasons beyond the control of Supplier, Supplier shall forthwith appoint as a substitute such key personnel's manager until approved by Maccabi in writing (and once approved as aforesaid, such substitute shall be deemed to be a member of the Supplier Key Personnel as defined above). Without derogating from the aforegoing, Maccabi shall be entitled to require that Supplier replace the Supplier Project Manager or any other key personnel of Supplier by written notice to Supplier and Supplier shall comply with such request within 7 (seven) days thereof. Maccabi shall hold project review meetings with the Supplier Project Manager and other Supplier Representatives at least once per week from the Project Start Date, or as mutually agreed, until the Date of Delivery ( the Project Review Meetings ). The Project Review Meetings shall be scheduled in coordination with the Project Managers or their designates In the event that Maccabi wishes to makes any change or modification to the scope of work in the Project Maccabi shall notify Supplier thereof by way of a formal amendment in a form to be mutually agreed upon by the Parties ( Amendment Notice ). Supplier or the Supplier Project Manager shall respond to the Amendment Notice in writing no later than 10 (ten) Business Days after receipt thereof. Supplier shall provide a proposal for the implementation of such change to the scope of work in the Project. Maccabi shall not be required to make payment of any nature to Supplier for any changes to the scope of work which result in additional changes to the budget of up to 10% (ten percent) of the Project cost as set out in the Price and Payment Schedule Upon approval of an Amendment Notice, the Amendment Notice shall Page 7 of 62 File :BID Part-1-Administrative-Appendix-B.docx

8 be deemed to form an integral part of this Agreement. Page 8 of 62 File :BID Part-1-Administrative-Appendix-B.docx

9 7. VERIFICATION; DELIVERY 7.1. (a) (b) (c) (d) 7.2. Documentation For each phase of the Project and/or the addition of new models or products, Supplier shall be responsible for verifying that all requirements with respect to equipment, interfaces, hardware and other infrastructure and networks at Maccabi's Facilities set out in the Supplier Proposal, for which Maccabi is responsible, have been met. Should any deficiencies with respect to the fulfilment of the said requirements be detected during such verification which require correction by Maccabi, Supplier shall notify the Maccabi Project Manager thereof in writing and Maccabi shall rectify such deficiencies. In the event that the deficiencies noted are not rectified as aforesaid, resulting in delays with respect to the performance of Supplier's installation activities, the provisions of clause 4.2 shall apply. Upon verification that Maccabi's Facilities are fully compliant with the requirements in the Supplier Proposal, Supplier shall confirm in writing that all such requirements have been met in accordance with the said specifications. In the event that any discrepancies or omissions are detected by Maccabi in any Documentation, written notification thereof shall be given to Supplier, and Supplier shall correct such discrepancies or omissions through re-issues of the affected portions of the Documentation, which shall be delivered to Maccabi as soon as practicable, but not later than 4 (four) weeks after such written notification Delivery Upon the successful completion of each phase in the Project Schedule (and the relevant milestone(s) in each such phase) both Supplier and Maccabi shall sign the Phase Completion Confirmation attached hereto as Appendix F(1), indicating their joint acceptance of the completion of such phase and milestone(s). For the removal of any doubt, the acceptance by Maccabi of the phases and milestones as aforesaid shall not derogate from or limit, in any manner whatsoever, Supplier's liabilities and obligations under this Agreement and the warranties by Supplier as set out in clause 12 below and shall not result in Maccabi assuming or incurring any liability with respect to the design, development, configuration, installation, use or operation of the System, except as otherwise expressly provided in this Agreement. The System shall be considered to have been delivered to Maccabi pursuant to this Agreement upon the date of completion of all of the phases and milestones referred to in the Project Schedule attached hereto as Appendix D hereto (the Date of Delivery). Page 9 of 62 File :BID Part-1-Administrative-Appendix-B.docx

10 8. SOURCE CODE ESCROW 8.1. The Parties agree to appoint the Escrow Agent as escrow agent for the System source code, and to execute the Escrow Agreement, within 7 (seven) days after the Effective Date The Parties acknowledge and accept the terms of the Escrow Agreement and agree to be bound by the provisions thereof. The Parties shall bear the costs of the Escrow Agent related to the Escrow Agreement in equal shares Any breach of this clause 8 shall be considered a material breach of this Agreement If the Deposit Materials (as defined in the Escrow Agreement) are not deposited with the Escrow Agent according to the terms of the Escrow Agreement within 30 (thirty) days from the date of signature of the Escrow Agreement, Maccabi shall have the right to terminate this Agreement forthwith without any liability and without limitation with respect to any other rights Maccabi may have hereunder or at law Without derogating from any terms of the Escrow Agreement, Supplier shall, within 30 (thirty) days of the date of signature of the Escrow Agreement, provide to the Escrow Agent one copy of the Deposit Material and shall thereafter upon the implementation of each phase of the Project during the period of the Project; and otherwise during the Term, simultaneously with the delivery of Upgrades or of new and/or additional modules and/or components acquired by Maccabi hereunder to Maccabi, also provide to the Escrow Agent in source code format one copy of such Project software and/or Upgrade and/or the source code with respect to such new and/or additional modules or components. Notwithstanding the aforegoing, during the Post-Project Period, Supplier shall provide the Escrow Agent with a new version, new release and patches of the Deposit Material on a quarterly basis at the beginning of each quarter. At any time and from time to time after the deposit with the Escrow Agent of any such Deposit Material, if the Escrow Agent shall indicate that either (a) it requires further information, documentation, data or materials in order to successfully complete the verification process indicated in clause 8.7 below, or (b) its verification process has shown that the Deposit Material is incomplete, then Supplier shall promptly deposit with the Escrow Agent any such further information, documentation, data, or materials as required by Escrow Agent for the successful completion of the verification process Escrow Agent will deliver the Deposit Materials to Maccabi under the circumstances defined in the Escrow Agreement The Parties acknowledge that the verification level according to which the Deposit Material is to be verified during the first deposit of each calendar year shall be Level 1-Inventory and Analysis Test (as defined in Exhibit A to the Escrow Agreement) and in respect of all other deposits made by Supplier with the Escrow Agent during the same calendar year and as contemplated in clause 8.5 above - File List Page 10 of 62 File :BID Part-1-Administrative-Appendix-B.docx

11 Report (as defined in Exhibit A to the Escrow Agreement) or, if specifically required by Maccabi, Level 1-Inventory and Analysis Test The provisions of the Escrow Agreement shall survive the termination or expiration of this Agreement regardless of the reasons therefor, and shall terminate upon termination of the Escrow Agreement according to its terms. 9. PROJECT CONSIDERATION, ANNUAL SERVICE FEES AND TERMS OF PAYMENT 9.1. Project Consideration In consideration for the performance of the Project to the satisfaction of Maccabi, Maccabi shall pay to Supplier, the Project Consideration as detailed in the Price and Payment Schedule attached hereto as Appendix F, in the manner set out therein. For the removal of doubt, the Product Consideration shall constitute the sole consideration payable by Maccabi for the System and the performance of Supplier's obligations hereunder, excluding the provision of Service and Support and Upgrades after the expiry of the Warranty Period and any services, modules or products specifically excluded under this Agreement. The Project Consideration may not be varied. For the removal of doubt, the Service and Support and Upgrades during the Warranty Period are covered by the Project Consideration payable by Maccabi as aforesaid. Maccabi shall be entitled, at any time during the period of the Project, to purchase additional and/or new modules and/or products at the discounts set out in clause 1.6 above Annual Service Fees 9.3. Taxes In consideration for the provision of the Service and Support and Updates hereunder Maccabi shall pay Supplier the Annual Service Fees as provided in the Price and Payment Schedule attached hereto as Appendix F, during the Term, commencing on the first day after the expiry of the Warranty Period. For the removal of doubt, the Annual Service Fees shall constitute the sole consideration payable by Maccabi for the Service and Support and Updates after the expiry of the Warranty Period. These fees will be paid to the supplier at the beginning of each quarter of the year. The Annual Service Fees may not be varied. The Project Consideration and the Annual Service Fees include all applicable taxes (including, Israeli import duties and Israeli excise, customs, withholding, sales, purchase, use, transfer, or other Israeli tax of any kind whatsoever, except Israeli value added tax (if any)). Maccabi shall make payment of Israeli value added tax (if any) Page 11 of 62 File :BID Part-1-Administrative-Appendix-B.docx

12 imposed in connection with the amounts payable to Supplier hereunder against the submission by Supplier to Maccabi of appropriate value added tax invoices. Notwithstanding the aforegoing, any income or other tax that Maccabi is required by law to withhold and pay on behalf of Supplier with respect to any amounts paid by Maccabi hereunder may be deducted from the amount of such payments in accordance with the rate prescribed by applicable law or any applicable tax treaty, and Maccabi shall upon request furnish to Supplier such certificates or other evidence of deduction and payment thereof as Supplier may reasonably require. If Supplier is a foreign entity, Supplier shall furnish Maccabi with a confirmation of residence from the relevant tax authorities in Supplier's country in order to receive an exemption from or reduction in withholding tax (if applicable) in accordance with the double tax treaty between Israel and the relevant country (if any) Payment Terms (a) (b) (c) The Project Consideration as specified in the Price and Payment Schedule (Appendix F), contingent upon receipt by Maccabi of (i) appropriate tax invoices, as required under law; (ii) the Phase Completion Confirmation attached hereto as Appendix F(1) duly signed by Maccabi and Supplier with respect to each phase completed as aforesaid; and (iii) the Bank Guarantee (as defined in clause 10 below) the value of which has been duly adjusted to reflect the relevant payment(s) made by Maccabi in accordance with the Price and Payment Schedule. The Annual Service Fees shall be paid by Maccabi to Supplier upon the terms and conditions specified in the Price and Payment Schedule, subject to receipt by Maccabi of appropriate tax invoices, as required by law. Payment of the Project Consideration and Annual Service Fees shall be made by wire transfer to the following account for the benefit of Supplier, unless otherwise directed, from time to time, by Supplier: SWIFT Code: IBAN: 9.5. Procedure and Remedies (a) (b) (c) Supplier shall invoice Maccabi in the stipulated amounts in accordance with the Price and Payment Schedule. Each invoice shall be accompanied by an appropriate approval from Maccabi relating to the completed phase. Upon receipt of a valid invoice from Supplier to which an approval is attached as aforesaid, Maccabi shall pay the Page 12 of 62 File :BID Part-1-Administrative-Appendix-B.docx

13 invoiced amount within 66 (sixty-six) days after the end of the calendar month in which such invoice is received by Maccabi. 10. BANK GUARANTEE Upon the Effective Date, Supplier shall provide Maccabi with an unconditional autonomous bank guarantee payable on the first written demand by Maccabi, in the form attached hereto as Appendix G, issued by an Israeli bank or a foreign bank with an Israeli branch in an amount of 20% (twenty percent) of the Project Consideration for the performance of the Project ( the Bank Guarantee ). The Bank Guarantee shall be adjusted as provided in clause 10.2 below and shall be valid for the duration of the Project until the date of expiry of a period of 90 (ninety) days after the end of the Warranty Period The value of the Bank Guarantee shall be adjusted in accordance with the progress of the Project and will be reduced by 15% (fifteen percent) on each mile stone, provided, however that the value of the Bank Guarantee shall not at any time be less than US $200,000 (two hundred thousand United States Dollars) Without derogating from any other rights or remedies available to Maccabi under this Agreement or at law, in the event that Supplier fails to comply with any of its obligations under this Agreement Maccabi shall be entitled to present the Bank Guarantee for payment of the amount guaranteed therein, in accordance with and subject to the provisions of clause 16 below. 11. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS Subject to any rights granted to Maccabi under this Agreement, Maccabi acknowledges that Supplier shall retain all right, title and interest in and to: (i) the System; (ii) the Documentation; and (iii) any Intellectual Property Rights relating to the System, to the extent that the aforegoing are proprietary to Supplier Notwithstanding anything to the contrary in this Agreement, Maccabi shall retain all right, title and interest in and to (i) any developments of the System (including any module, new product or new functionality) performed by Supplier according to the Specifications in consideration for the payments for developments and customisation as specified in the Price and Payment Schedule; and (ii) any developments of the System in accordance with a statement of work and for consideration mutually agreed by the Parties,; and (iii) all data, results, reports and other work product created and/or generated by the use of the System by or on behalf of Maccabi; (iv)all Intellectual Property Rights relating the aforegoing in subclauses (i), (ii) and (iii) above. The source code of any such developments referred to in subclauses (i) and (ii) above shall be provided to Maccabi and Maccabi shall be entitled to use such source code, as it deems fit (including the right of access to such source code in the event that it is deposited into escrow Page 13 of 62 File :BID Part-1-Administrative-Appendix-B.docx

14 as part of the Deposit Material as provided in clause 8 above. Supplier not be entitled to use such developments and related Intellectual Property for any purpose other than the purposes of this Agreement, it being agreed that any use of such developments and related Intellectual Property for any other purpose shall be subject to the prior written consent of Maccabi and mutually agreed terms and conditions. 12. WARRANTIES Warranties by Maccabi Maccabi hereby represents, warrants and undertakes to Supplier that: (a) (b) (c) (d) Maccabi is a non-profit organisation duly organised and validly existing under the laws of Israel; Maccabi has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; this Agreement constitutes the valid and legally binding obligation of Maccabi, enforceable in accordance with its terms and conditions; there is no law, judgment, injunction, order or decree of any governmental authority or any agreement or undertaking, or any other legal restriction of whatsoever nature, which restricts or prohibits Maccabi s execution and performance of this Agreement. Except as expressly set forth in this Agreement, Maccabi makes no other representations or warranties of any kind, express or implied Warranties by Supplier Supplier hereby represents, warrants and undertakes to Maccabi that: (a) (b) (c) (d) (e) Supplier is a corporation duly organised and validly existing under the laws of ; Supplier has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; this Agreement constitutes the valid and legally binding obligation of Supplier, enforceable in accordance with its terms and conditions; there is no law, judgment, injunction, order or decree of any governmental authority or any agreement or undertaking, or any other legal restriction of whatsoever nature, which restricts or prohibits Supplier's execution and performance of this Agreement; Supplier has the skill, expertise, experience, know-how, resources and appropriately qualified personnel required to perform all its obligations under this Agreement; Page 14 of 62 File :BID Part-1-Administrative-Appendix-B.docx

15 (f) (g) Supplier has valid title in and to and/or a valid right to supply the System, including free and clear of any debt, charge, attachment and any other similar encumbrances; Supplier is the exclusive owner of and/or has a valid right to use and to grant Maccabi the right to use, all the Intellectual Property Rights in the System and in the Documentation and, such Intellectual Property Rights do not infringe or conflict with the Intellectual Property Rights of any third party; (h) during the Term the System shall conform to the Specifications and shall be free from defects in design and from malfunction; (i) (j) upon the Date of Delivery (including the delivery of any Upgrade and any new and/or additional modules and/or components (if any) acquired by Maccabi hereunder), it shall be free from all known viruses and other contaminants and/or harmful elements, including any codes or instructions that may or will be used to access, modify, delete or damage any data files or other computer programs used by Maccabi, and the System shall be protected from all known viruses and other contaminants and/or harmful elements, including data protection. For such purpose, Supplier warrants that it has, prior to installation of the System used comprehensive and up-to-date virus detection technology. Furthermore, Supplier undertakes not to introduce any such viruses, contaminants and/or harmful elements into the System at any time; there are no disabling programs or devices in the System (including any Upgrade and any new and/or additional modules and/or components (if any) acquired by Maccabi hereunder), nor will Supplier introduce any at any time. Except as expressly set forth in this Agreement, Supplier makes no other representations or warranties of any kind, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. 13. SERVICE AND SUPPORT, UPDATES Supplier hereby undertakes to provide the services, support and Upgrades as detailed in clause 13.2 below, (such services and support, collectively, the Service and Support ) during the Post-Project Period, subject to the terms and conditions set out herein Supplier shall provide the following services, support and Upgrades during Maccabi's business hours of Sunday to Thursday between 7:00 to 22:00 and Fridays and pre-holidays ( erev chag ) between 7:00 to 14:00), during the Term of this Agreement, save as otherwise expressly stated herein: (a) Supplier shall provide support, problem-solving and Page 15 of 62 File :BID Part-1-Administrative-Appendix-B.docx

16 (b) (c) (d) remedying services for bugs, errors, malfunction, noncompliance, or defects in or with respect to the System, operational assistance, Updates, information, advice and other services specified in this clause 13.2 below, through telephone and electronic communications, remote access to the System and by Supplier Service Representatives on-site at Maccabi, all in accordance with the provisions of this clause 13 below. Without derogating from the aforegoing, Supplier shall make available to Maccabi a telephonic support center for the above purposes, which shall operate during Maccabi's business hours as stipulated above; Supplier shall have remote access to the System by modem or otherwise, for, inter alia, monitoring, troubleshooting, diagnosis of errors or malfunction, and remedying purposes, it being agreed that any such access to the System shall not interfere with the regular operation of the System and shall be subject to compliance with the confidentiality obligations referred to in clause 21 below, and shall take place with the prior approval of the Maccabi Project Manager or any employee designated by Maccabi.; however, remote access to the System must be verified and recorded by the System to be from an authorised source and the method used for such remote access shall be secured and comply with Maccabi's data security requirements. The capabilities of such remote access shall be tested by Supplier on a monthly basis; Supplier shall remedy, repair or replace, at the option of Supplier, of any part or component of the System that fails to comply with the Specifications and/or any of the other warranties by Supplier set out in clauses 12.2(h) to 12.2(j) above, which shall include, the provision of diagnosis, remedying, repair or replacement services on-site or by remote access to the System by modem or otherwise, provided that in the case of replacement as aforesaid, the same or improved functions are performed by the replacement System or any component or module thereof (as applicable); Supplier shall create and dispatch to Maccabi software revisions for the System, and timely debug or other fault correction plans or bug fix patches; (e) Supplier shall provide scheduled maintenance and preventative maintenance as may be required by the Documentation; and/or (ii) by Supplier; and/or (iii) as a result of accumulated experience with the System, and/or (iv) to ensure continued operation of the System in accordance with the Specifications. Such scheduled maintenance and preventative maintenance shall include, as a minimum, quarterly data base administrator (DBA) Page 16 of 62 File :BID Part-1-Administrative-Appendix-B.docx

17 checks and review; (f) Supplier shall maintain, or procure the maintenance of a Log Book as set out in clause 15.1(a) below and complying with the reporting and other requirements set out in clause 15.1(b) and (c) below; (g) (h) (i) (j) Supplier shall protect and secure the data and the System using protection and security tools and applications which at a minimum comply with the standards in use within the international medical/healthcare industry and ISO 27002; Supplier shall maintain and update the System, the infrastructure products (such as data base server and operating system) and the protection and security tools, applications and products within the System according to the product company/vendor recommendations and instructions as published from time to time. Without derogating from the aforegoing, Supplier shall update the System so that it complies with new versions of infrastructure products as aforesaid within a reasonable period, but not later than 2 (two) years from the announcement by the relevant infrastructure products company/vendor with respect to the new version; Supplier shall provide any Upgrade of the System or any component or module thereof, which Supplier has decided to make available to customers from time to time and information, advice and appropriate Training (if required by Maccabi) in respect of such Upgrade. Upon Maccabi's approval, all Upgrades and Training as aforesaid shall be supplied by Supplier at no additional cost to Maccabi during the Term of this Agreement (i.e. other than the Project Consideration and the Annual Service Fees payable by Maccabi hereunder). Supplier shall ensure that even if Maccabi decides not to implement any Upgrade, the next Upgrades can still be implemented. Furthermore, in the event that any Upgrades require any upgrading of the infrastructure (software) that is used by Supplier, Supplier shall update the relevant infrastructure at no additional cost to Maccabi; Supplier shall use commercially reasonable efforts to keep Maccabi in the forefront of the technology by the provision of the Updates on an ongoing basis. Supplier shall make any new software products, components or modules created by Supplier available to Maccabi at a discount as provided in clause 1.6 above, and if purchased by Maccabi, such additional products, components or modules (as applicable) shall be considered to be part of the System for all purposes herein. Notwithstanding the aforegoing, in the event that Supplier Page 17 of 62 File :BID Part-1-Administrative-Appendix-B.docx

18 (k) (l) (m) (n) decides for any reason to cease the development of the System (including any Upgrades), Supplier shall give Maccabi at least 12 (twelve) months prior written notice of the cessation of such development, and shall facilitate the performance of such development activities by Maccabi or any third party engaged by Maccabi (including by providing access to the System source code for such purposes); Supplier shall notify Maccabi of details of forums, user groups, seminars, workshops and/or courses, that may be relevant or useful in connection with the System, organised and/or provided by Supplier to its customers, or organised and/or provided by third parties of which Supplier is aware (including, in the case of seminars, workshops and/or courses - the type, nature and duration thereof, and the persons to which such seminars, workshops and/or courses are targeted or appropriate); Supplier shall provide Training (by provision of a technical course as set out in the Supplier Proposal) once annually, according to Maccabi's requirements and to the development and advancement of the System and the technical tools, for up to a maximum of 5 (five) of Maccabi's personnel annually, in order, inter alia, to deal with, remedy and/or solve errors and/or failures to the extent possible and to provide first level support. Online training/e-learning shall be available on an ongoing basis; and if required by any applicable law and/or regulation and/or any regulatory authority, Supplier shall make and/or implement the necessary changes to the System so that it is compliant, subject to Maccabi's written approval; and Supplier shall provide Maccabi with access to a range of sources for obtaining technical information that may assist Maccabi personnel to update and develop their knowledge and expertise with respect to the System. Without derogating from the generality of the aforegoing, Supplier shall notify Maccabi of the type and nature of services provided by Supplier, such as (i) internet access to the data of the service system, including service calls and follow-up regarding the solution of problems and/or remedying or rectifying of any defect, error, malfunction or noncompliance; (ii) newsflashes regarding new products, new releases and updated versions; and (iii) warnings regarding critical problems, or known or new problems and advice as to the manner of avoiding such problems. The services and support described in this clause 13.2 above shall be provided in accordance with the response time as set out in clause 16 below. Page 18 of 62 File :BID Part-1-Administrative-Appendix-B.docx

19 13.3. Supplier shall cover the cost of the provision of the Service and Support and Upgrades pursuant to this Agreement, including modules, and other components as may be required for the System to comply with the Specifications; installation and integration thereof at Maccabi's Facilities; foreign and Israeli taxes payable with respect to the export and/or import thereof (including, duties and tariffs), labour, travel, accommodation relating to on-site services, save as otherwise expressly stated elsewhere in this Agreement All actions required for the provision of the Services and Support and Upgrades that may significantly affect the normal operation of the System, including shutting down, shall be performed only after working hours of Maccabi's Facilities and in coordination and with the approval of Maccabi, except in the case of emergency necessary to avoid material damage to the System or other related or attached equipment For the removal of doubt, subject to co-ordination with and the prior approval of Maccabi, Supplier shall also remedy, repair or replace any defects, errors, malfunction or non-compliance which do not arise and/or result in any manner whatsoever, whether directly or indirectly, from any act or omission of Supplier, its employees, subcontractors or agents (including, the Supplier Service Representatives), or the failure by Supplier to comply with any of its obligations pursuant to this Agreement, it being agreed that if there are additional charges for the rendering of such services, such charges shall be mutually agreed by the Parties. 14. SERVICE LEVELS In the event of any bugs, errors, malfunction, non-compliance, or defects as aforesaid, Maccabi shall, within its sole discretion, classify the severity level thereof, and shall notify the Supplier's support center and/or Supplier Service Representatives thereof in accordance with work procedures mutually agreed between the Parties. Supplier shall ensure that Maccabi has an updated list of contact information (telephone and cellular phone numbers, s, etc.) for the Supplier Service Representatives at all times. Maccabi's personnel shall provide first level support, to the extent possible in the circumstances, as determined by Maccabi, within its sole discretion Supplier shall respond (i.e. acknowledge and confirm receipt) to a request for Service and Support pursuant to clause 13 above, and shall solve the problem or remedy or rectify the bugs, error, malfunction, non-compliance or defect or provide a temporary solution therefor as provided in the table set out below. First Response Time Critical Failure Immediately Moderate Failure Within 30 minutes of Initial Request Minor Failure Within 2 hours of Initial Request Page 19 of 62 File :BID Part-1-Administrative-Appendix-B.docx

20 Time of Commence ment of Service and Support Time Status Report of Expected Time for Completion of Service and Support Duration of Service and Support Immediately Within 30 minutes of Initial Request Within 2 hours of Initial Request Supplier to work on solving/remedying the failure/problem continuously on 24/7 basis until an appropriate solution is found and the failure/problem is solved/remedied (temporarily or permanently) within 1 hour of Initial Request Acceleration If Supplier Service Representatives at the level responsible for initial troubleshooting and remedying are unable to solve or remedy the failure/problem within 1 hour of Initial Request - acceleration to Supplier Service Representatives of a higher and more senior level (which acceleration shall continue until the failure/problem is fully and permanently solved/remedied) Within 1 hour of Initial Request Within 2 hours of Initial Request Within 6 hours of Initial Request Supplier to work on solving/remedying the failure/problem continuously on 24/7 basis until an appropriate solution is found and the failure/problem is solved/remedied (temporarily or permanently) If Supplier Service Representatives at the level responsible for initial troubleshooting and remedying are unable to solve or remedy the failure/problem within 3 hours of Initial Request - acceleration to Supplier Service Representatives of a higher and more senior level (which acceleration shall continue until the failure/problem is fully and Within 4 hours of Initial Request Within 6 hours of Initial Request Within 5 Business Days of Initial Request Supplier to work on solving/remedying the failure/problem in coordination with Maccabi during Maccabi's business hours (Sunday to Thursday between 7:00 to 22:00 and Fridays and pre-holidays ( erev chag ) between 7:00 to 14:00) until an appropriate solution is found and the failure/ problem is fully and permanently solved/remedied If Supplier Service Representatives at the level responsible for initial troubleshooting and remedying are unable to solve or remedy the failure/problem within a reasonable period after Initial Request - acceleration to Supplier Service Representatives of a higher and more senior level (which acceleration shall continue until the failure/problem is fully and permanently solved/remedied) Page 20 of 62 File :BID Part-1-Administrative-Appendix-B.docx

21 permanently solved/remedied) Supplier shall solve the problem or remedy or rectify the bug, error, malfunction, non-compliance, or defect, (by telephone and/or by modem or on-site as provided above) within the relevant period after receipt of the Initial Request specified in the table above. Supplier shall continue to work on the problem, or on remedying or rectifying the bug, error, malfunction, non-compliance or defect continuously and as quickly as possible until such bug, error, malfunction, non-compliance, or defects is solved or remedied fully and permanently, and if necessary shall provide a temporary solution therefor until solved or remedied permanently as aforesaid, using the services of Supplier Service Representatives of higher levels as provided above, and if required, Supplier shall send Supplier Service Representative(s) to Maccabi's Facilities for such purpose. If a temporary solution is found for any Critical Failure it shall be dealt with hereunder as a Moderate Failure. Maccabi shall inspect the solution or remedy provided by Supplier as aforesaid, and Maccabi shall approve the closing of the service call only once it has ascertained that the bug, error, malfunction, non-compliance or defect has been fully and permanently solved or remedied If Supplier is unable to solve the problem or remedy or rectify the bug, error, malfunction, non-compliance or defect, within 60 (sixty) days of the Initial Request by providing the Services and Support, or by replacing the System as set out in clauses 16.1(a) or (b) below and such bug, error, malfunction, non-compliance or defect is material and represents a Critical Failure; then Maccabi shall, without derogating from the provisions of clause 16 below, and without prejudice to any other rights or remedies it may have hereunder or at law, be entitled to terminate this Agreement forthwith by serving notice upon Supplier and shall be entitled to the remedies set out in clause 23 (Termination) below. Notwithstanding the aforegoing, in no event shall Supplier be penalised for any failure to meet an obligation hereunder if such failure results solely from any External Event. 15. REPORTING AND DOCUMENTATION Supplier shall ensure that a computerised log book shall be maintained and information entered into the System as set out below and that the following service reports shall be submitted to Maccabi upon request, all the aforegoing to be complete and accurate to the extent reasonably practicable: (a) Log Book - a computerised log book shall be maintained by the Supplier Service Representatives, in which, inter alia, the following should be recorded: each request or call by Maccabi for Service and Support and each Upgrade made by Supplier pursuant to this Agreement, the time of Page 21 of 62 File :BID Part-1-Administrative-Appendix-B.docx