Neofxxxx xxx xx a leader in healthcare business-to-business e-commerce, delivering information and e-commerce services for medical products, equipment, supplies, and services to healthcare buyers and suppliers worldwide, including developing web front ends; compiling searchable, digital product catalogs; aggregating multiple vendor content to create a medical equipment and supplies sourcing marketplace; and building site traffic from medical professionals. Neofxxxx.xxx'x xurrent internet-based service offerings ("Offerings") include Shop, Auction, Tour, Asset Management and online Resources. Offerings also includes all future versions, enhancements, modifications and/or derivatives of any of the above during the term of this Agreement. Neofxxxx.xxx xxxtomers range from individual physician offices to Clinics to Integrated Delivery Networks. The Parties believe that Neofxxxx.xxx'x xurrent and future Offerings will offer the opportunity to reduce supply chain costs for healthcare providers and suppliers and which may be of interest and benefit to Superior's clients. The Parties believe that the Neofxxxx.xxx Xxxerings present a rapidly deployable e-commerce solution that will enhance Superior's service offerings.
Neofxxxx xxx xxxires to obtain Superior's assistance in promoting the Offerings to Superior's clients based on Superior's relationship with those clients and the business and information technology expertise of Superior's consulting and business development personnel ("Superior's enterprise distribution portal").
Neofxxxx xxx xxxires to obtain the benefit of Superior's Healthcare Consulting Services in connection with the development, implementation and back-end enterprise application integration of the Neofxxxx.xxx Xxxerings.
Neofxxxx xxx xxx Superior desire to enter into this Agreement to enhance their respective ability to offer integrated solutions to the medical community which include, without limitation, DISTRIBUTION AND SERVICES AGREEMENT supply chain optimization through redesigned and internet-enabled commerce, asset management and facilities planning processes. The parties desire to provide to each other certain services on the terms described herein.
Neofxxxx xxx xxxoints Superior as a member of its preferred partner program. As Neofxxxx.xxx'x xreferred partner for Healthcare Consulting Services, Superior will be a preferred provider of Healthcare Consulting Services to Neofxxxx.xxx xxxents (whether as a sub-contractor to Neofxxxx.xxx, xx as a direct contractor with the Neofxxxx.xxx xxxent).
Neofxxxx xxx xxxl train its sales and other appropriate personnel as to the range of Superior's Healthcare Consulting Services and use commercially reasonable efforts to refer customers to Superior when the customer expresses an interest in or desire for or as to which Neofxxxx.xxx xxxieves there is a reasonable opportunity for a service which Superior provides. Notwithstanding anything else in this Section 3C, Neofxxxx.xxx xxx refer customers to another consulting service provider if, in Neofxxxx.xxx'x xeasonable business judgment (1) Superior (or its subsidiaries and affiliates) does not have competence with respect to the services; (2) Superior (or its subsidiaries and affiliates) does not have experienced staff available on a timely basis; or (3)
Neofxxxx xxx'x xlient declines to do business with Superior, (4) Neofxxxx.xxx'x xlient has an existing contractual obligation or business relationship with a third-party consulting service provider, or (5)
Neofxxxx xxx xxxl purchase not less than $1,500,000 of Healthcare Consulting Services that results in recognized revenue to Superior within eighteen (18) months of the Effective Date. Neofxxxx.xxx xxxll receive a discount from Superior's standard professional fees, in an amount to be specified in the Alliance Plan described in Section 7, below.
Neofxxxx xxx xxx Superior will establish a Steering Group, consisting of three executives from Neofxxxx.xxx xxx three from Superior. The Steering Group will meet on a regular basis, either in person or by telephone, to set overall direction, monitor progress and resolve issues.
