Letter of Intent - MedStrong International Corp. and JVF International Solutions Inc.
MEDSTRONG INTERNATIONAL CORPORATION
500 SILVER SPUR ROAD, SUITE 303
RANCHO PALOS VERDES, CA 90274
September 18, 2002
Mr. Julio Vazquez
President
JVF International Solutions, Inc.
250 Tetuan Street
Old San Juan
San Juan, Puerto Rico 00902
Re: Letter of Intent - JVF International Solutions, Inc.
----------------------------------------------------
Dear Julio:
This letter serves as a formal agreement and letter of intent to and
between MedStrong International Corporation, hereinafter "MedStrong," and JVF
International Solutions, Inc., hereinafter "JVF." The purpose of this letter of
intent is to summarize the agreements between the Parties and will have the
effects of a formal agreement and will work as a permanent agreement until
superseded by another written agreement to that effect.
The contents of this letter of intent is the product of previous
discussions among the Parties.
OBJECTIVE: To grant to JVF exclusive rights to fully develop, market and
sell MedStrong's Patient Data Quickly (PDQ) Medical Record Online programs in
the described main territory and nonexclusive on the additional territory.
MAIN TERRITORY: Puerto Rico, U.S. Virgin Island, British Virgin Island,
the Caribbean and Venezuela subject to price condition.
ADDITIONAL TERRITORY: Central America, South America and other territories
not included in the Main Territory.
EXPRESS EXCLUSION: The parties agree the transactions with MAPFRE or its
subsidiaries are excluded from this agreement.
PRICE: Purchase price of the exclusivity agreement is $250,000.00 plus
$50,000.00 for exclusive rights for Venezuela, which price includes 1,000,000
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shares of common stock of MedStrong International Corporation, payable:
$100,000.00 thirty (30) days after the execution of this Letter of Intent, and
$150,000.00 ninety (90) days thereafter or $200,000.00 with Venezuela territory.
SUPPORT: At the request of JVF, MedStrong will supply technical and
marketing support, including but not limited to: the System/Web platform to
Spanish, as well as sales materials, Company/Product information brochures, POP
materials, etc. in Spanish and will provide all training that JVF deems
necessary and all other support necessary to build the business. Limited to
$15,000.00 total.
COMPENSATION: JVF will be compensated pursuant to the following:
A. $3,000.00 payable ten (10) days after the execution of
the Letter of Intent, and $1,000.00 monthly for the next
nine (9) consecutive months. As an advance against
commission reaches or achieves $1,000 per month, the
advance stops.
B. For direct retail in the main territories MedStrong will
pay
20% commissions and renewals will be a part of item C
below.
C. JVF will execute all renewals and pay a $5.00 fee to
MedStrong.
D. Special sales deals involving large volume accounts. PDQ
may be sold to the representative at a net price, based on
volume. JVF will purchase PDQ basic at a front end net cost
of $2.50 per unit.
PRODUCTION QUOTAS: JVF shall achieve a production quota of $250,000.00 per
year commencing the second full year from the inception of the agreement.
REMITTANCE AND CURRENCY: PDQ product sales revenue payment and funds flow
will be due at the time when the sale is registered in the website.
REPORTING: JVF and MedStrong shall report to each other on a monthly basis
all territory sales. MedStrong shall provide the renewal expiration reports
ninety (90) days in advance of due date.
NEWS RELEASE: Both parties agree to the mutual issue of a Press Release
announcing the relationship.
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TERMINATION:
A. By notice given by any party with sixty (60) days
notice.
B. Immediately for cause.
C. By noncompliance with production quotas.
Any such termination will have effect when all amounts due to JVF are
liquidated.
APPLICABLE STATUTES: The agreement will be governed by the laws of the
Commonwealth of Puerto Rico.
IN WITNESS WHEREOF, this being the agreement between the parties, we
hereby execute this Letter of Intent this 19th day of September, 2002, at Fort
Lauderdale, Florida.
MEDSTRONG INTERNATIONAL CORP.
By:/s/ Jerry Farrar
------------------------------
Jerry Farrar, President/CEO
JVF INTERNATIONAL SOLUTIONS, INC.
By:/s/ Julio Vazquez
------------------------------
Julio Vazquez, President
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