Sample Business Contracts

Agreement for Health Information Services - MedStrong International Corp. and Medjet Assistance LLC

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         THIS  AGREEMENT  ("Agreement"),  effective  as of the 1st day of  June,
2003,  is  entered  into  by and  between  MEDSTRONG  INTERNATIONAL  CORPORATION
("MIC"), a Delaware corporation, with its principal office located at 500 Silver
Spur Road,  Third  Floor,  Rancho Palos  Verdes,  California  90274,  and MEDJET
Assistance, LLC (`MA"), located at 4900 69th Street North, Birmingham,  Alabama,

         WHEREAS,  MIC  is  a  consumer-based  provider  of  health  information
services to consumers  and  organizations  interested in private label and other

         WHEREAS,  among the services provided by MIC is Patient Data Quickly, a
membership  program that allows  individuals  to store and update their  medical
records online for confidential and instantaneous future access;

         WHEREAS,  MA is a leading provider of Emergency Medical  Transportation
Programs  wishing to purchase MIC's program in a private label  transaction  and
alliance; and

         WHEREAS,  MA and MIC  desire  to make  MIC's  program  available  to MA
members as part of the "Plus" membership offering.

         NOW, THEREFORE,  for good and valuable consideration,  receipt of which
is hereby acknowledged, the parties hereto agree as follows:


     Throughout  the term of this  Agreement,  MA will  actively  market  to all
     approximate  26,000 members the  availability of online health  information
     record storage and retrieval system with an agreed minimum participation of
     500  members  for the first year term of this  agreement.  In the  unlikely
     event a minimum of 500 members is not  achieved  during the first year,  MA
     agrees to pay MIC the balance  amount in the form of a check payable to MIC
     to bring the first year  revenues to MIC of $10,000.  This  pertains to the
     first year only.

     The total number of  participation is based upon a 12 month period from the
     date the site  goes  live with MA,  not the date of the  execution  of this


     a)         For the period from June 1, 2003 through and including  December
         31,  2008,  "MA"  shall  pay  MIC an  amount  of ten  dollars  ($10.00)


         rate annually for each unit sold, defined as a family unit of immediate
         family members, consistent with the definition of MA's family unit.

     b)  Start Up Costs:

         MIC will ask MA to cover a portion of the true start up costs incurred
         to get the process between the two companies up and running to include
         the following: $2500. In an effort to control start up costs, MA will
         pick up actual costs of travel and expenses for their chosen
         representatives for appropriate training/meeting expenses etc.

         MIC will provide MA with a customized webpage that links seamlessly to
         the MIC secure data repository and will conduct tests to verify
         security, integrity of data transfer and reliability. MIC will also
         provide training on the product to MA representatives at MIC's
         corporate office location to help minimize the start-up costs and
         insure a smooth transition. MIC will also provide technical support,
         marketing consultation regarding positioning of the MIC product to MA

     e)  For all  Plan  purchases  reported  to MIC in a given  calendar  month,
         payment for the  corresponding  consumer plans shall be made to MIC not
         later  than  the  thirty  first  (31st)  day of the  month  immediately


     g)  The initial term ("Initial  Term") of this Agreement shall be from June
         1, 2003 to December 31, 2008. Unless otherwise  terminated  pursuant to
         the  terms  hereof,   this  Agreement  shall  automatically  renew  for
         additional one-year periods beginning December 31, 2008

     h)  Twenty-four  months from the  commencement of this agreement,  both MIC
         and MA will review the merits of  remaining  in the  agreement  and may
         choose to mutually terminate this agreement under provision 3 below.

     i)  Either party may terminate this Agreement, without cause, as of the end
         of the Initial  Term or any renewal  term by giving  written  notice of
         such  termination  not less than  ninety  (90) days prior to the end of
         such term.

     j)  This Agreement may also be terminated  immediately  upon written notice
         as follows:

           4)  by mutual written agreement of the parties;

           5)  If a party commits a material breach of this Agreement,  and such
               breach  is not cured  for a period  of  thirty  (30)  days  after
               written  notice is given to the breaching  party  specifying  the
               nature of the breach and  requesting  that it be cured within the


               thirty (30) day period to the  satisfaction of the  non-breaching

           6)  In the event either party has breached any obligation  under this
               agreement,  including  but not  limited  to  performance,  system
               failures,  timeliness in response to member's needs and all other
               vehicles  for  both  MA  and  MEDJET   Assistance   Plus  members
               satisfaction  with MIC or  payments  to  either  party,  and such
               breach,  is not cured within thirty 30 days after written  notice
               thereof to the breaching party.

           7)  In the event any party files bankruptcy, becomes insolvent, has a
               receiver of its assets appointed,  makes a general assignment for
               the benefit of  creditors,  or has any  procedure  commenced  for
               reorganization of its affairs.

     k)  Upon  termination  of this Agreement by either party,  all  obligations
         hereunder shall cease, except as follows:

           3)  that MIC will provide the contracted  member  services until such
               time as all memberships hereunder expire, and

           4)  That  each  party  shall  be  entitled  to  receive  any  and all
               compensation that became due the party prior to such termination.


      d)     All  promotional  and point of sale materials to be used by MA with
         respect to the private label program shall be produced at the sole cost
         and expense of MA. MIC shall  participate with MA in the development of
         such promotional materials as MA shall reasonably request.

      e)     Any  scripts,  advertising  copy,  brochures,  and other  marketing
         materials of any kind whatsoever, whether written or oral, that include
         the  name  or  any  trade  name,  trademark,   service  mark  or  other
         proprietary  intellectual property of a party shall be approved by such
         party, in writing, prior to the use thereof.


      MA agrees to indemnify and hold  harmless  MIC, its  officers,  employees,
      affiliates  and  agents,  from any and all  claims,  lawsuits  or damages,
      (including any punitive or extra contractual damages) or other liabilities
      resulting  from  the  acts or  omissions  of MA,  its  affiliates,  or its
      officers, employees or representatives,  in connection with this Agreement
      whether or not negligent, grossly negligent, intentional or otherwise.


      MIC agrees to indemnify  and hold  harmless MA, its  officers,  employees,
      affiliates,  and  agents  from  any  and  all  claims,  lawsuits,  damages
      (including any punitive or extra contractual damages) or other liabilities
      resulting  from  the  acts or  omissions  of MIC,  its  affiliates  or its
      officers,  employees or representatives in connection with this Agreement,
      whether or not negligent, grossly negligent, intentional or otherwise.


      Under this Agreement, MIC will receive information from MA or MA customers
      which  is  personal  and  private  information  such  as  customer  names,
      addresses and personal medical information  ("Confidential  Information").
      MIC agrees that all Confidential  Information shall be maintained with due
      regard for the  individuals'  right of  confidentiality  and in compliance
      with applicable federal and state privacy laws.


      Each payment made to MIC pursuant to Section 2 hereof shall be accompanied
      by a report  prepared  by MA, in a format  reasonably  acceptable  to MIC,
      containing such information as MIC shall  reasonably  request with respect
      to the purchasers of Plans for the corresponding month.

20.   Future CO-Marketing Opportunities:

      MIC and MA agree to assist in future CO-Marketing Opportunities to include
      introductions  to mutual partners for  presentation of value  propositions
      and to explore strategic alliance possibilities.

21    NOTICES:

      Any and all notices  required to be given  under this  Agreement  or which
      either of the  parties may desire to give shall be in writing and shall be
      served by (i)  registered  or  certified  mail,  postage  prepaid,  return
      receipt requested, (ii) any recognized national or international overnight
      delivery service to the addresses set forth below, or (iii) via facsimile;

      Jerry R. Farrar, President/CEO
      Medstrong International Corporation
      500 Silver Spur Road, Suite 303
      Rancho Palos Verdes, CA.  90274
      Phone:  310 544-9900
      FAX:  310 544-7100

      Roy Berger, President/CEO
      MEDJET Assistance, LLC
      4900 69th Street North
      Birmingham, Alabama 35206
      (205) 595-6626



      This Agreement shall not be assignable by either party without the express
      written  consent of the other party,  which consent may denied at the sole
      discretion of such other party.


      The laws of the State of  California  shall  govern  this  Agreement.  The
      section  headings are for purposes of  convenience  only, and shall not be
      deemed to constitute a part of this  Agreement or to affect the meaning of
      this Agreement in any way.

IN WITNESS WHEREOF,  the duly authorized  representatives  of the parties hereto
have executed this Agreement, effective as of the date first set forth above.


MEDJET Assistance, LLC