Exhibit 10.24
SUSTAINING SERVICES AND CLINICAL SUPPORT AGREEMENT
BETWEEN MINNETRONIX, INC. AND HEARTWARE, INC.
1. OVERVIEW
This Sustaining Services and Clinical Support Agreement effective as of August
17, 2006 (this "Agreement") describes the terms and conditions pursuant to which
Minnetronix, Inc. ("Minnetronix") will provide sustaining services and clinical
support to HeartWare, Inc. ("Customer") with respect to the products of Customer
described in the Production Services Agreement, including Exhibit A thereto
("Products"), between Minnetronix and Customer dated August 17, 2006 (the
"Production Services Agreement"). Minnetronix refers to the Products internally
as the "Pioneer" system. The sustaining and clinical support services described
in this Agreement are considered "Services" (as defined in the Production
Services Agreement) in support of the Products.
2. DESCRIPTION OF TASKS
The following items are considered sustaining and clinical support services.
These include any activities that require engineering or design verification
support from the development group. Any time spent by Minnetronix development
personnel will be considered to be time spent providing sustaining and clinical
support services unless Minnetronix and Customer mutually agree otherwise.
Minnetronix will work in good faith to verbally inform Xxxxxxxx in advance if a
task will be considered to be part of the services covered by this Agreement,
but this may not always be possible.
General Technical Support:
- Technical Phone Support
- Document Generation and / or providing to Customer
- Documentation Updates
- Regular Status Reporting and Updating
- Supplier and Regulatory Inquiries
- Providing information to 3rd Parties (UL, FDA, etc.) as requested by
Customer
- Routine failure analysis not requiring external or significant
internal resources
Clinical Support:
- Researching issues for Customer
- Gathering and updating documentation for submissions and other
Customer requests
- Supplying test parts
- Participating in reviews
The following items will be reviewed on a case by case basis based on the
magnitude of the request:
- Excess troubleshooting time
- Execution of specific verification tests
- Requests for new verification or functional tests
- Troubleshooting of field issues on units that may meet manufacturing
specifications but exhibit improper or undesirable behavior
- Engineering change requests
- Addressing parts obsolescence or RoHS issues
- Detailed or extensive failure analysis requiring significant internal
or external resources
Except as specifically described above, other services that are considered part
of the normal manufacturing process are not the subject of this Agreement.
3. PROJECT DELIVERABLES
There are no specific deliverables associated with the Services performed under
this Agreement.
4. PROJECT COST AND SCHEDULE
Customer agrees to pay Minnetronix monthly on a time and materials basis for all
Services provided under this Agreement. Minnetronix time shall be charged at
Minnetronix' then-current blended hourly rate. Minnetronix will provide prompt
notice to Customer if at any time during the term of this Agreement Minnetronix
anticipates that the monthly charges to be invoiced to Customer will exceed the
parties' estimated monthly labor cost of $45,000 by more than ten percent (10%).
Minnetronix will provide Customer with monthly summaries of actual time spent
and reasonably detailed descriptions of what was done together with such
additional supporting documentation as may be reasonably requested by Customer
from time to time.
Each month's invoice will be sent at the beginning of that month. The monthly
estimated labor cost of $45,000 does not include shipping, travel or material
costs, including any external lab test costs, equipment rental, and third-party
engineering costs. Such additional costs, if any, will be billed at cost plus a
25% G&A fee, as contemplated by Sections 8.6.3 and 8.8 of the Production
Services Agreement.
5. TERM
This Agreement shall commence upon its execution and shall continue for an
initial period of one year, and shall automatically renew for additional periods
of one year unless either party gives at least ninety (90) days prior written
notice of its intention not to renew this Agreement.
6. ENTIRE AGREEMENT
Except to the extent specifically modified or supplemented by this Agreement,
the terms and conditions set forth in the Production Services Agreement and
Exhibit A thereto shall remain in full force and effect.
ACCEPTED AND AGREED TO BY:
MINNETRONIX, INC.:
/s/ Xxxxxxx X. Xxxxxxxx 8/17/06
------------------------------------- Date
Signature
Xxxxxxx X. Xxxxxxxx President / CEO
Name Title
HEARTWARE, INC.:
/s/ Xxxxxx X. Xxxx 8/31/06
------------------------------------- Date
Signature
Xxxxxx X. Xxxx COO
Name Title
