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Marketing Alliance Agreement - Futuredontics Inc. and Inc.

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                          MARKETING ALLIANCE AGREEMENT

         This marketing alliance agreement ("Agreement") is entered into as of
October 19, 2000, by and between Futuredontics, Inc., a California corporation
with its principal offices at 6060 Center Drive, 7th Floor, Los Angeles,
California 90045 ("Futuredontics") and, Inc., a Florida
corporation with its principal office at 186 Court, Lake Helen,
Florida 32744-0280 ("Attorneys").


         Futuredontics operates a business in the dental industry, which
includes the operation of the 1-800-DENTIST(R) cooperative marketing program for
dentists. Futuredontics has developed substantial expertise in the operation of
direct response marketing programs for professionals, including, without
limitation, expertise in marketing and selling memberships in such programs to
professionals and in promoting such services to the public. Attorneys operates a
business in the legal industry, primarily publishing directories for bar
associations. Attorneys is in the process of launching a new marketing program
for lawyers, modeled closely on the business model established and developed by
Futuredontics. Therefore, Attorneys wishes to engage Futuredontics to provide
consultative services pursuant to the following terms and conditions, and
Futuredontics wishes to be so engaged.

         NOW, THEREFORE, the Parties agree as follows ("Agreement"):

                              TERMS AND CONDITIONS

1        TERM. The Term of this Agreement is 1 year commencing on November 1,

2        DUTIES OF FUTUREDONTICS. Futuredontics will provide marketing and
         selling advice to Attorneys, including, without limitation, advice on
         the design and production of collateral marketing materials, sales
         scripts, television, radio, print and other advertisements and
         compensation programs for sales personnel. Futuredontics will provide
         such services primarily at Futuredontics's own offices in Los Angeles,
         California; provided, however, that Futuredontics will provide some
         services at Attorneys' offices in Lake Helen, Florida as the parties
         mutually agree is necessary for the effectuation of this Agreement. In
         its sole discretion, Futuredontics will determine which of its
         personnel will provide services under this Agreement. The Parties
         anticipate that the amount of services provided by Futuredontics will
         vary substantially from month to month, but agree that over the Term of
         the Agreement, the average amount of services provided will be at least
         25 person-hours per month. In addition, subject to the terms and
         conditions specified in Section 6 below, Futuredontics will allow
         Attorneys to state that Futuredontics operates the 1-800-DENTIST(R)
         referral service in Attorneys' marketing materials in a format approved
         by, and pursuant to the prior written consent of, Futuredontics.
         Following expiration of the Term, Attorneys may continue to use the
         pre-approved marketing materials for an additional 18 months.


3.1      SIGNING BONUS. Futuredontics will receive 50,000 shares of Attorneys'
         unregistered, common stock (the "Shares") as a material inducement to
         enter into this Agreement. The Shares will be issued subject to a
         registration rights agreement , which will be negotiated by the Parties
         in connection with a proposed merger or similar reorganization being
         discussed by the Parties. In the event that the proposed merger or
         reorganization does not occur, the Shares will not be subject to any
         registration rights agreement. Attorneys agrees to deliver the Shares
         to Futuredontics within 10 business days after this Agreement is fully
         executed by the Parties.

3.2      FEE. Attorneys will compensate Futuredontics $10.00 per month for the
         services rendered pursuant to this Agreement.

3.3      EXPENSES. Except for payroll to Futuredontics' personnel and routine
         office expenses including, without limitation, faxes and copies,
         Attorneys will pay all costs arising from the performance of this
         Agreement. Such expenses will include, without limitation, delivery
         expenses and travel and lodging expenses incurred when Futuredontics
         personnel travel to Attorneys' offices; provided, however, that
         Futuredontics will apprise Attorneys of estimated travel and lodging
         expenses before they are incurred. To the extent reasonably possible,
         Attorneys will pay all expenses directly to vendors; provided, however,
         that when necessary, Futuredontics will advance such expenses and
         submit invoices to Attorneys for reimbursement accompanied by
         supporting documentation. Attorneys will reimburse Futuredontics for
         such expenses within 10 days after receipt of invoices and

4        NO RIGHT TO ASSIGN. Neither Party may assign this Agreement without the
         prior written consent of the other, which consent shall be given solely
         in the discretion of the Party from whom consent is sought.


5.1      COVENANT NOT TO USE OR DISCLOSE TRADE SECRETS. Attorneys agrees that in
         the course of performing this Agreement, Futuredontics may reveal
         confidential information and trade secrets to Attorneys. During the
         Term of this Agreement and after the termination of Futuredontics's
         Engagement hereunder, Attorneys shall regard and preserve as
         confidential Confidential Information as defined in paragraph 5.1.1
         below pertaining to Futuredontics and its affiliates that has been or
         may be obtained by Attorneys in any way by reason of Futuredontics's
         engagement by Attorneys. Attorneys shall not, without the prior and
         specific written consent of Futuredontics, (i) use, publicize, release
         or disclose to others, either during or after the Term, any trade
         secrets or other Confidential Information or (ii) take or retain or
         copy any of Futuredontics specifications, drawings, reproductions,
         customer lists, or other documents or things. This provision shall not
         apply to any Futuredontics information that has been voluntarily
         disclosed to the public by Futuredontics, independently developed and
         disclosed by others, or otherwise enters the public domain through

         lawful means. The foregoing shall not be construed to (A) limit
         Attorneys' right to use Confidential Information in the operation of
         their 800-Attorneys telephone-based attorney referral service; and (B)
         Disclose the Confidential Information if required to do so by a court
         of competent jurisdiction or in response to a subpoena; provided that
         in such a case, Attorneys will give Futuredontics 10 days written
         notice of the order of the court or subpoena that requires such
         disclosure, to the extent that giving such notice is practical under
         the circumstances.

5.1.1    DEFINITION. For purposes of this Agreement, the term "Confidential
         Information" shall mean: (A) all and any trade secrets of
         Futuredontics, including without limitation, information encompassed in
         all drawings, designs, plans, proposals, marketing and sales plans,
         customer lists, financial information, costs, pricing information; and
         (B) all concepts or ideas, in or reasonably related to the business of
         Futuredontics that have not previously been publicly released by duly
         authorized representatives of Futuredontics.

5.2      UNFAIR COMPETITION. During the Term, and for a period of one year
         thereafter ("Non-competition Period"), neither Party shall compete,
         promote, participate in or engage in any activity or other business,
         either directly or indirectly, whether as a partner, contractor,
         shareholder, or otherwise in competition with the business engaged in
         by the other Party at the time this Agreement is executed. Thus,
         Futuredontics agrees to forbear from engaging in the attorney referral
         service and the bar association directory service and Attorneys agrees
         to forbear from engaging in the dentist referral service during the
         Non-competition Period. Each Party agrees to disclose to the other
         Party any and all competitive plans which the disclosing Party may have
         under consideration whether or not the disclosing Party intends to act
         upon them.

5.3      COVENANT NOT TO DIVERT. So long as Futuredontics is engaged hereunder
         and for one year thereafter, the Parties shall not directly or
         indirectly solicit, induce, attempt to induce or endeavor to entice
         away any employee of the other Party, whether for their own account or
         for the account of a third-party.


6.1      WARRANTY OF ATTORNEYS. With regard to the name and service mark
         "1-800-DENTIST(R)" (the "Mark"), Attorneys acknowledges that
         Futuredontics holds a license to use the Mark with respect to the
         operation of a cooperative advertising service for dentists under
         license from Applied Anagramics, Inc. Attorneys further acknowledges
         that the unauthorized use of the Mark will cause irreparable damage to
         Futuredontics, which could include the loss of the license. Attorneys
         therefore warrants that it will not use the Mark nor authorize others
         to use the Mark without the prior written consent of Futuredontics.
         Because of the irreparable nature of the harm that may arise from a
         breach of the warranty contained in this paragraph, Attorneys agrees
         that, in addition to all other remedies Futuredontics may have at law
         under this Agreement, Futuredontics will be entitled to obtain
         injunctive relief to restrain a breach or threatened breach of this


6.2      WARRANTY OF FUTUREDONTICS. With regard to the name and service mark
         "1-800Attorneys(R)" and similar names and marks (the "Attorneys Mark"),
         Futuredontics acknowledges that Attorneys owns all right, title and
         interest in and to the Attorneys Mark and that the unauthorized use of
         the Attorneys Mark will cause irreparable damage to Attorneys.
         Futuredontics therefore warrants that it will not use the Attorneys
         Mark nor authorize others to use the Attorneys Mark without the prior
         written consent of Attorneys. Because of the irreparable nature of the
         harm that may arise from a breach of the warranty contained in this
         paragraph, Futuredontics agrees that, in addition to all other remedies
         Attorneys may have at law under this Agreement, Attorneys will be
         entitled to obtain injunctive relief to restrain a breach or threatened
         breach of this warranty.

6.3      INDEMNIFICATIONS BY THE PARTIES. Each Party agrees to indemnify, hold
         harmless and defend the other against and from claims arising out of
         any breach or alleged breach of the indemnifying Party's obligations
         under Section 6.

7        INDEPENDENT CONTRACTOR. Futuredontics acknowledges and agrees that its
         relationship to Attorneys is exclusively that of an independent
         contractor, and that Attorneys' obligations to Futuredontics are
         exclusively contractual in nature.

8        NOTICES. All notices, statements and other documents that any party is
         required or desires to give to the other party hereunder shall be given
         in writing and shall be served in person, by express mail, by certified
         mail, by overnight delivery or by facsimile at the respective addresses
         of the parties as set forth below, or at such other addresses as may be
         designated in writing by such party in accordance with the terms of
         this Section 8.

         IF TO FUTUREDONTICS:          Futuredontics, Inc.
                                       6060 Center Drive, 7th Floor
                                       Los Angeles, California 90045
                                       Attention: Susan Keenberg, Senior VP
                                                  Legal Affairs
                                       Facsimile: 310-215-6623

         IF TO ATTORNEYS:    , Inc.
                                       186 Court
                                       Lake Helen, Florida 32744-0280
                                       Attention: Peter S. Balise, President
                                       Facsimile: 904-228-0276


      Delivery shall be deemed conclusively made (i) at the time of service, if
      personally served, (ii) when deposited in the United States mail, properly
      addressed and postage prepaid, if delivered by express mail or certified
      mail, (iii) upon deposit with the private overnight deliverer, if served
      by overnight delivery, and (iv) at the time of electronic transmission (as
      confirmed in writing), provided a copy is mailed within twenty-four (24)
      hours after such transmission. The time to respond to any notice shall run
      from the time the notice is actually delivered to the person to whom the
      notice is addressed.


9.1      APPLICABLE LAW AND JURISDICTION. This Agreement shall be governed by
         and construed in accordance with the laws of the State of California
         (without regard to conflicts of laws principles), and the parties
         hereby consent to the jurisdiction of the courts of competent
         jurisdiction in Los Angeles County, California over all matters
         relating to this Agreement.

9.2      BINDING EFFECT. All the terms and conditions of this Agreement shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors and assigns.

9.3      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, each of which shall be deemed an original, and all such
         counterparts together shall constitute but one agreement.

9.4      DESCRIPTIVE HEADINGS. The paragraph and section headings in this
         Agreement are for convenience only and shall not control or affect the
         meaning or construction of any provision of this Agreement.

9.5      ENFORCEABILITY; SEVERABILITY. If any provision of this Agreement shall
         be invalid or unenforceable, in whole or in part, such provision shall
         be deemed to be modified or restricted to the extent and in the manner
         necessary to render the same valid and enforceable, or shall be deemed
         excised from this Agreement, as the case may require, and this
         Agreement shall be construed and enforced to the maximum extent
         permitted by law as if such provision had been originally incorporated
         herein as so modified or restricted, or as if such provision had not
         been originally incorporated herein, as the case may be.

9.6      FAXED SIGNATURES. The signature on this Agreement of any party that is
         faxed to the other party, shall be deemed an original signature for the
         purpose of enforcement of this Agreement.

9.7      INTEGRATION; MODIFICATION. This Agreement constitutes the entire
         understanding and agreement between the Parties regarding its
         subject-matter and supersedes all prior negotiations and agreements,
         whether oral or written, between them with respect to its
         subject-matter. This Agreement may not be modified except by a written
         agreement signed by the Parties.


9.8      INTEREST AND COSTS; ATTORNEYS' FEES. In the event of any legal
         proceeding, litigation or alternative dispute resolution between the
         parties respecting or arising out of this Agreement, the prevailing
         party shall be entitled to recover its reasonable attorneys' fees and
         other costs in connection therewith, including, without limitation, any
         attorneys' fees incurred after a judgment has been entered by a court
         of competent jurisdiction.

9.9      WAIVER. The waiver by any party hereto of a breach of any provision of
         this Agreement shall not operate or be construed as a waiver of any
         prior or subsequent breach; provided, however, that either party to
         this Agreement may waive any obligation owed to such party, if such
         waiver is in writing signed by an authorized signer.

         IN WITNESS WHEREOF, the Parties have executed this Agreement.

Futuredontics, Inc.

By:  /s/ Alfred J. Joyal                              10/19/00
     -------------------------------                  ---------------
         Alfred J. Joyal, Chairman                          Date, Inc.

By:  /s/ Peter S. Balise                             10/19/00
     -------------------------------                 ---------------
         Peter S. Balise, President                        Date