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
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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.