Agreement for Health Information Services - MedStrong International Corp. and Medjet Assistance LLC
AGREEMENT FOR HEALTH INFORMATION SERVICES
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,
35206.
WHEREAS, MIC is a consumer-based provider of health information
services to consumers and organizations interested in private label and other
programs;
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:
13. OFFERING:
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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
agreement.
14. PAYMENT:
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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)
wholesale
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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
members.
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
succeeding.
15. TERM AND TERMINATION:
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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
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thirty (30) day period to the satisfaction of the non-breaching
party;
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.
16. PROMOTIONAL MATERIALS:
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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.
17. INDEMNIFICATION:
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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.
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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.
18. CONFIDENTIALITY OF INFORMATION:
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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.
19 INFORMATION AND REPORTS:
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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:
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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:
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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
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22. ASSIGNMENT:
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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.
23. GOVERNING LAW; SECTION HEADINGS:
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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.
MEDSTRONG INTERNATIONAL CORPORATION
By:
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Name:
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Title:
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Date:
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MEDJET Assistance, LLC
By:
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Name:
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Title:
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Date:
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