Consulting Agreement - Cerner Corp. and Gerald E. Bisbee
CONSULTANT NAME: Gerald E. Bisbee, Ph.D. 110 Wellseley Drive New Canaan, CT 06840 SSN - - (herein referred to as "Consultant") agrees to provide Cerner Corporation (hereinafter referred to as "Cerner") the consulting services as specified in Exhibit A in accordance with the terms and conditions contained in this Agreement. 1. TERM. The Consultant shall coordinate work efforts and maintain a liaison with the Cerner Monitor named in Exhibit A, or with a duly appointed representative. Unless terminated in accordance with provisions of Article 9 hereof, these services shall be performed during the period shown in Exhibit A, or up to the completion of the project as defined in Exhibit A. At its option, Cerner may extend the term. 2. PAYMENT FOR SERVICES RENDERED. For providing services as defined herein, Cerner shall pay the Consultant in accordance with the schedule specified in Exhibit A. In no event shall Cerner be obligated to pay Consultant for services and travel and related expenses in excess of the authorized Ceiling Dollar Amount specified in Exhibit A. 3. CONSULTANT'S WARRANTIES. The Consultant hereby warrants that no other party has exclusive rights to services in the specific areas described herein and that Consultant is in no way compromising any rights or trust relationships between any other party and Consultant, or creating a conflict of interest, or any possibility thereof, for Consultant or for Cerner. The Consultant further warrants that all services provided hereunder will be performed in accordance with all applicable Federal, State, or local laws and executive orders. Consultant agrees to indemnify and hold Cerner harmless from any and all claims of other parties for breach of these warranties. 4. INDEMNITY AND INSURANCE. The Consultant shall indemnify and hold Cerner harmless from any liability for injury or damage caused by the Consultant to persons or property during the performance of this Agreement. Neither the existence of nor the assent of Cerner to the types of limits of insurance carried by the Consultant shall be deemed a waiver or release of the Consultant's liability or responsibility under this Agreement. Consultant shall carry the following minimum insurance coverage in a form acceptable to Cerner during the term of this Agreement: Comprehensive Automobile Liability Insurance with coverage limits of $500,000 per occurrence for any and all injury, death or property damage. 5. NATURE OF RELATIONSHIP. Consultant herein is an independent contractor and will not act as a Cerner agent nor shall be deemed an employee of Cerner for the purposes of any employee benefit programs. The Consultant shall not enter into any agreement or incur any obligations on Cerner's behalf, or commit Cerner in any manner without Cerner's prior written consent. As an independent contractor, the Consultant understands and agrees that Consultant is solely responsible for the control and supervision of the means by which the project defined in Exhibit A is completed. Such means, by which the project's goal is accomplished, are subject to the Consultant's discretion, which discretion must be exercised consistent with the goal of completing the project on schedule and in accordance with the terms of this Agreement. The Consultant also understands that no training is required, nor will any training be provided by Cerner. Any supplies, which in the opinion of the Consultant may be necessary to perform the services required, shall be the responsibility of Consultant, except as noted in the Additional Provisions section of Exhibit A. 6. INVENTIONS, PATENTS, AND TECHNOLOGY. Consultant shall promptly and fully disclose to Cerner any and all inventions, improvements, discoveries, or any intellectual property conceived, developed, or reduced to practice by Consultant in connection with, or as a result of, consulting services performed for Cerner and shall treat all such information as if it were proprietary information furnished to Consultant by Cerner. Consultant agrees to assign, and does hereby assign, to Cerner and its heirs, successors and assigns, without further consideration, the entire right, title and interest, or such lesser interest as Cerner may in any particular case choose to accept, in and to each of the inventions, improvements, discoveries, or ideas set forth above, whether or not patentable or copyrightable. Consultant further agrees to execute all applications for patents and/or copyrights, domestic and foreign, assignments and other papers necessary to secure and enforce rights related to any and all of the inventions, improvements, discoveries, or ideas as set forth above assignable to Cerner. 7. SAFEGUARDING CERNER TRADE SECRETS AND DATA. Consultant agrees that Consultant shall not divulge to anyone, either during the term of this Agreement or at any time thereafter, any of Cerner's trade secrets or other proprietary data or information of any kind whatsoever acquired by Consultant (including but not limited to Cerner's source codes, if Consultant receives access to same) in carrying out the terms of this Agreement. Consultant further agrees that, upon completion or termination of this Agreement, Consultant will turn over to Cerner (or make such disposition thereof as may be directed or approved by Cerner) any notebook, data, information or other material acquired or compiled by Consultant in carrying out the terms of this Agreement. 8. MISCELLANEOUS. a) Waivers - No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by any related document or by law. b) Governing Law - This Agreement shall be deemed to be a contract made under the law of the State of Missouri and for all purposes it, plus any related or supplemental documents and notices, shall be construed in accordance with and governed by the law of such state. c) Amendments - This Agreement may not be and shall not be deemed or construed to have been modified, amended, rescinded, canceled or waived in whole or in part, except by written instruments signed by the parties hereto. d) Entire Agreement - This Agreement, including Exhibit A attached hereto and made a part hereof, constitutes and expresses the entire agreement and understanding between the parties. All previous discussions, promises, representations and understandings between the parties relative to this Agreement, if any, have been merged into this document. 9. TERMINATION. Without limiting any rights which Cerner may have for reason of any default by Consultant, Cerner reserves the right to terminate this Agreement in whole or in part at its convenience by written notice. Such termination shall be effective in the manner and upon the date specified in said notice and shall be without prejudice to any claims which Cerner may have against Consultant. Aside from any continuing work, Cerner's sole obligation in the event of such termination shall be to reimburse Consultant for services actually performed by Consultant up to the effective date of such termination. Termination shall not relieve Consultant of continuing obligations under this Agreement, particularly the requirements of Articles 6 and 7 above. 10. INVOICING AND PAYMENT. Consultant shall use a Cerner time sheet form to keep track of hours worked, and Consultant shall also submit invoices to the Cerner Monitor based on the payment schedule in Exhibit A. Invoices shall reference this Agreement number and the time period of authorized performance involved and shall have attached thereto receipts for all travel expenses claimed by Consultant and authorized in advance by Cerner. Provided that such travel has been authorized in advance by Cerner in Exhibit A, Cerner will reimburse Consultant for reasonable travel and related expenses incurred by Consultant away from Consultant's home in connection with the services defined in Exhibit A. Invoices submitted by the Consultant must be approved by the Cerner Monitor or his/her appointed representative. 11. CONFLICT OF INTEREST. Consultant agrees that Consultant will not, while performing under this Agreement create a conflict of interest which may prove to be detrimental to the interests of Cerner. The responsibility to notify Cerner of any potential conflict of interest rests with the Consultant. Cerner agrees to promptly evaluate and notify the Consultant of its decision. 12. SUBCONTRACTING AND ASSIGNMENTS. It is understood and agreed that this Agreement is for the rendering of consulting services by Consultant who is acting as an independent contractor. Consultant may not subcontract any part or all of the services to be provided without the prior written consent of Cerner (which Cerner is under no obligation to give); however, Consultant may, at own expense, use assistants to accomplish the services required by this Agreement. Consultant shall cause all such assistants to be bound by the confidentiality obligations set out elsewhere herein. 13. DISCLOSURE. Consultant acknowledges and agrees that it may be necessary for Cerner to disclose the fact of the Consultant's retention, the duties performed and the compensation paid, should there be proper inquiry from such a source as an authorized U.S. Government agency or should Cerner believe it has a legal obligation to disclose such information, and Consultant hereby authorize any such disclosures. 14. ACCESSING CERNER CLIENT ENVIRONMENTS. During the course of Consultant's work, it may become necessary for Consultant to access one or more Cerner client environments. Consultant acknowledges that Cerner client environments contain both proprietary and private information. Consultant further acknowledges that access to these environments is governed by Cerner policy, client policy and, in some cases, State, Federal or International law. Consultant agrees to strictly follow all Cerner client access practices for both on-site and remote access. By accessing client sites, Consultant acknowledges that Consultant will follow and be bound by each client's individual access policy. Some access of client environments requires the use of certain third-part software products. If the use of such third-party products is required, Consultant agrees to purchase the appropriate licenses for use of the products. 15. ACCESSING CERNER'S INTERNAL NETWORK. As a part of servicing a client, it may become necessary for Consultant to access Cerner's internal network. Consultant agrees to abide by Cerner's internal network policy as outlined in exhibit B. CONSULTANT HAS READ THIS AGREEMENT, AND ACKNOWLEDGES THAT IT UNDERSTANDS THIS AGREEMENT AND IS BOUND THEREBY. CONSULTANT CERNER CORPORATION BY: /s/Gerald E. Bisbee, Jr. BY: /s/Clifford W. Illig ------------------------------- -------------------------- TITLE: President, The Bisbee Group TITLE: President and Chief Operating Officer ---------------------------- ------------------------------------- DATE: 1/12/98 DATE: 1/12/98 ----------------------------- ------------------------- SOCIAL SECURITY NO. - - CERNER AUTHORIZATION BY TITLE DATE CERNER EXECUTIVE BY TITLE DATE__________________________ EXHIBIT A AGREEMENT FOR CONSULTING SERVICES CONSULTANT NAME: Gerald E. Bisbee, Ph.D. CONSULTANT ADDRESS: 110 Wellseley Drive New Canaan, CT 06840 SSN - - CERNER MONITOR: Clifford W. Illig TERM OF AGREEMENT: I. SERVICES TO BE RENDERED: II. COMPENSATION AND PAYMENT SCHEDULE A. COMPENSATION FOR CONSULTING SERVICES: $1,200 a day plus normal business expenses B. TRAVEL AND RELATED EXPENSES: Consultant will be reimbursed for all travel expenses including airfare, hotel and car rental or mileage on personal car use. Reimbursement includes standard per diem. All arrangements must be made through Executive Travel using Cerner approved accommodations. Ceiling travel expenses: $100,000 III. CEILING DOLLAR AMOUNT In no event shall Cerner be obligated to pay Consultant for services and travel and related expenses in excess of the authorized Ceiling Dollar amount of $100,000 IV. ADDITIONAL TERMS AND CONDITIONS EXHIBIT B Cerner's Network "Rules of the Road": Rule 1 The confidentiality of Usernames and Passwords is the front line defense against unauthorized access to Cerner's intellectual assets. They must be kept confidential and changed on a periodic basis to be effective. Rule 2 Password guidelines: Desktop PC's should not utilize any start-up password protection, including ROM based startup passwords. Notebook PC's should use start-up passwords to discourage theft. Screen-saver passwords are acceptable, and encouraged, to promote confidentiality. Rule 3 PC Network login processes, which are used for inventory, software distribution, etc., will be allowed to run to completion. Rule 4 Do not alter security settings or sign-ons on any server, host or network system. Rule 5 All files and electronic media accessed on the Cerner's computer resources must be scanned for viruses. This includes files on diskettes, CD-ROM, and files that are downloaded from external sources or services. Rule 6 All electronic information and products thereof are the property of Cerner. Use of any Cerner system (including, but not limited to VMS hosts, UNIX hosts, the PC network and Cerner's Internet connection) may be monitored at any time, without prior announcement, for the purposes of system management and security auditing. Use of Cerner's computing resources implies knowledge of these policies and consent with them. Rule 7 Contact the Help Desk prior to introducing new multi-user or database applications to the production systems so that volume and capacity benchmarking can be performed. Rule 8 Software cannot be loaded on PC servers, desktop PCs, VMS, and AIX hosts without the consent of the responsible system manager, as referenced on Athena. Contact the Help Desk before loading additional software applications. Rule 9 Computing and network devices other than those provided by CBS may not be connected to the production data network without consent of Cerner Business Systems. To add devices to the network, contact the Help Desk. Rule 10 IP addresses cannot be altered without prior approval from the Help Desk. Rule 11 Do not physically or logically connect Cerner's network to any other public or private network. Rule 12 The Internet may not be used for client support services or product demonstrations, because of the risks inherent in public networks. This includes, but is not restricted to, using telnet, rlogin, FTP, or any variants of these services over the Internet to access client systems. Rule 13 Documents that are normally considered confidential will not be sent or posted electronically to destinations outside of Cerner's internal systems. This includes posting on services such as Compuserve and America OnLine, as well as the Internet. Rule 14 Messages sent or posted from Cerner systems are specifically identified to others as "Cerner" messages. Messages subject to this rule include, but are not limited to, any electronic mail message as well as postings to Internet news groups and bulletin boards. These messages should be treated with the same regard as messages sent on Cerner's letterhead, and should reflect the values and policies of Cerner. As referenced on Athena, business communications sent on Cerner's electronic "stationary" should include an Autosignature. Rule 15 The use of Exchange Public Folders to store list server messages minimizes the number of duplicate messages sent to Cerner and utilizes Internet bandwidth and disk space more efficiently. To establish a Public Folder, send list server subscription requests to the Help Desk, including interested associates, list name, and business purpose.