SUPPLIER AGREEMENT

THIS AGREEMENT made. ____________Day of_____________ ,2000

BETWEEN:
TRAYS CORPORATION a duly
incorporated company having its
registered office in the City of Muntinlupa
(hereinafter TC")
-andName:____________________________
Address:_________________________
(Referred to as "Vendor")_

WHEREAS:
(a) The Vendor agrees to provide products and/or services to TC according to
the terms and conditions contained in this agreement as well as the pricing
and products/services structure
(b) TC hereby engages the Supplier and the parties mutually acknowledge that
it is their common intention that they will work together throughout the
Term to continuously seek improvements in value, efficiency and productivity
in connection with the supply of goods under this Agreement to the mutual
benefit of both parties.
NOW THEREFORE THIS AGREEMENT that for in consideration of the premises and
covenants of the parties hereto as hereinafter set forth and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), it is hereby
agreed as follows;
1. TERM
1.1 This agreement shall commence on _______and terminate on________which may
be extended in writing by the parties hereto.
1.2 During the term of this agreement, or any extension thereof, the Vendor will not
enter into a separate or individual contract covering the products and/or services listed
in Schedule B with any member of CMSL. This agreement supersedes all existing

contracts with groups or individual members of CMSL unless otherwise agreed to by

CMSL.
2. PRODUCTS OR SERVICES COVERED
2.1 The Vendor will supply the products and/or services listed in Schedule B and
amendments thereto for the prices set forth therein. Refer to Schedule B for vendor
status and estimated contract value information. An explanation of Vendor status
classifications is as follows:
Primary vendor - A primary vendor is expected to enjoy 85% market share
of CMSL members purchases for the product/service
category listed in Schedule B.
Secondary vendor A secondary vendor status is indicated when products
and/or services provided by the Vendor are deemed to
be niche or unique to that vendor.
Value added -

Value added products and/or services are provided to

CMSL members on an optional basis with no compliance
commitment from CMSL members. Value added
components of the agreement are offered in good faith
by the Vendor over and above any products and/or
services which may be identified under the Primary
and/or Secondary classifications in Schedule B.

2.2 The Vendor shall monitor the actual volume of sales to CMSL members and report
same on a quarterly basis commencing with the first quarter of the agreement, as per
Section 8.1.
2.3 If the Vendor is unable to provide any product listed in Schedule B, the Vendor
guarantees to reimburse CMSL members the difference in cost between what the
member would have paid under this agreement and what it had to pay a competitor.
2.4 No product/service listed in the attached Schedule B shall be substituted for
another without the consent of CMSL and/or the CMSL member who would be
potentially affected by the substitution.
3. CMSL MEMBERS
3.1 CMSL will actively encourage and promote the full participation of each current and
future CMSL member listed in Schedule A.
3.2 CMSL shall not be liable for non-performance or delays on the part of its members
caused by a decrease in their average quarterly census of patients, delivery or labor
problems, Acts of God or causes beyond its or their control.

4. ASSOCIATED PARTIES OF VENDOR

4.1 Each of the Vendors franchises, divisions, or associated companies listed in
Schedule C (the companies) hereto that manufacture or provide the products and/or
services listed in Schedule B shall participate in this agreement and the Vendor may
amend Schedule C if there are company consolidations, company divestitures,
company dissolutions, or withdrawals, or to include additional franchises, divisions or
associated companies.
4.2 The Vendor hereby confirms that it has the authority to execute this agreement on
behalf of and to bind the companies.
4.3 The Vendor agrees and covenants that CMSL will be notified of any amendments to
Schedule C within 30 days.
4.4 If a company acquired by the Vendor has previously contracted pricing agreements
with CMSL, said contracts will be honored to their expiry date, unless mutually
otherwise agreed to at the outset of the acquisition by CMSL and the Vendor.
5. PRICING
5.1 Vendor hereby warrants to CMSL and its members that the prices and terms of
products and/or services listed on Schedule B hereto under this agreement shall be as
good as or better than the prices and terms offered by the Vendor to any of the
Vendors customers, with similar volume and commitment, including any national or
regional association, alliance, or group of hospitals or other health care providers.
5.2 Prices and price changes are limited to that identified in Schedule B,
notwithstanding Sections 5.3 - 5.4.
5.3 CMSL and the Vendor agree that:
(a) if there is an industry-wide price fluctuation on any product in Schedule B,
during the term of this agreement, either CMSL or the Vendor may request sixty
(60) days in advance of the anniversary date of this agreement a justifiable
adjustment in the price accordingly for the product and/or service, through written
notice, or remove the product and/or service from this agreement as per Section
5.4(a);
(b) should the actual volume of business vary by more than 10% of anticipated
volume as per Schedule B, either the Vendor or CMSL may request, sixty (60)
days in advance of the anniversary date of this agreement through written notice,
that prices and/or discounts be re-negotiated to reflect such changes;
(c) in the event that both parties cannot agree to a mutually acceptable outcome

in Section 5.3(a) or 5.3(b), either party will be entitled to terminate this agreement
without penalty by sending sixty (60) days written notice to the other party.
5.4 The Vendor agrees and covenants that:
(a) if the Vendor removes the product and/or service from this agreement, CMSL
shall be notified sixty (60) days prior to such action and any anticipated volume
will be adjusted downward in an amount equivalent to the value of anticipated
purchases of the canceled product and/or service to the expiry date of this
agreement;
(b) pricing for additions to Schedule B and new products/services released by
the Vendor will be negotiated at a price level consistent with the prices of the
products/services already covered by this agreement and will be subject to
CMSL approval.

6. MARKETING AND SALES SUPPORT

6.1 The Vendor shall:
(a) provide representatives to call on CMSL members on a mutually agreed upon
frequency;
(b) provide in-service and technical training as required by CMSL members and
maintain a staff to aid with technical understanding of the products or services as
necessary;
(c) provide a reasonable number of product samples to CMSL members at no
charge to ensure conformance to the individual members standards and
requirements;
(d) meet with CMSL and CMSL members to share new product information and
technology, to discuss opportunities of mutual interest, and shall work with CMSL
and CMSL members in developing new products and exploring opportunities for
clinical trials.
7. NEW TECHNOLOGY
7.1 If new technology that improves outcomes and/or operational efficiencies is
introduced during the term of this agreement the Vendor shall have an opportunity to
supply comparable technology within 180 days of notification to the Vendor.
7.2 If, in CMSLs opinion, the Vendors technology is not comparable to its competitors,
CMSL and CMSL members may purchase products incorporating the new technology
from third parties and the anticipated volume shall be reduced if necessary.

8. REPORTING AND COMPLIANCE INCENTIVE REBATES

8.1 The Vendor must provide CMSL with:
(a) a summary recap of all products and/or services invoiced to each CMSL
shareholder, and
(b) payment by cheque of the compliance incentive rebate as enumerated in
Schedule B.
The summary report and payment shall be delivered on a quarterly basis to CMSLs
office no later than 30 days following the end of each quarter of the agreement. The
initial quarter for reporting and calculating the compliance incentive rebate ends on
____
8.2 The Vendor shall meet with CMSL at least on a semi-annual basis to discuss the
status of the agreement to ensure expectations of the Vendor and CMSL are met.
8.3 Reporting requirements stipulated in Section 8.1 are extremely important and
necessary for the management of this agreement. Delinquency in reporting at the
required frequency may be considered just cause for termination of the agreement as
per Section 13.1.
9. COMPLIANCE WITH LAWS AND REGULATIONS
9.1The Vendor must comply with all laws, rules and regulations whether municipal,
provincial or federal, applicable to the sale of the products and/or services listed in
Schedule B.
10. INDEMNIFICATION
10.1 The Vendor hereby agrees to indemnify and to defend and hold harmless CMSL
and each CMSL member and their respective directors, officers, employees, agents,
and insurers from and against any and all claims, demands, actions, losses, expenses,
damages, liabilities, costs, (including without limitation, interest, penalties, and
reasonable solicitors fees), and judgments arising out of bodily injury, property damage,
or any other damage or personal injury caused by the Vendors negligence or willful
misconduct. CMSL hereby agrees to indemnify and to defend and hold harmless
Vendor and its respective directors, officers, employees, agents, and insurers from and
against any and all claims, demands, actions, losses, expenses, damages, liabilities,
costs, (including without limitation, interest, penalties, and reasonable solicitors fees),
and judgments arising out of bodily injury, property damage, or any other damage or
personal injury caused by CMSLs negligence or willful misconduct. The indemnification
obligations set forth herein shall survive the expiration or termination of the Agreement

for any reason.

11. JURISDICTION
11.1 This agreement shall be governed by the laws of the Province of New Brunswick
and the parties hereby attorn to the jurisdiction of the Courts of New Brunswick.
12. WARRANTIES
12.1 The vendor represents and warrants that all products and/or services listed in
Schedule B will be delivered and supplied to CMSL members in such quantities and at
such times as CMSL members normally require without impact from any year 2000
problem. For greater certainty, the vendor hereby agrees that any year 2000 problem
shall not be a force majeure.
13. BINDING EFFECT
13.1 The rights, privileges and duties created by this Agreement are personal and may
not be assigned without the unanimous consent of the parties hereto and shall ensure
to the benefit of and binding upon the parties hereto and their respective heirs,
administrators, executors, legal personal representatives successors, and assigns.
14. TERMINATION
14.1 This Supplier Agreement can be terminated by either party with written notice of
cause allowing sixty (60) days for a process of discussion and potential rectification.
15. AMENDMENTS
15.1 This agreement constitutes the entire agreement between the parties. Any
amendments to this agreement shall become effective only when reduced to writing and
signed by authorized agents of both parties.
IN WITNESS WHEREOF the parties have executed this agreement.
CONTRACT MANAGEMENT
SERVICES LIMITED/SERVICES DE
GESTION DE CONTRATS LIMITEE
Per: ______________________________

Per:
______________________________
Jim Nicolson
President & CEO

Name:__________________________________

(Please print)
Title: ______________________________
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