Agreement and Letter of Intent - MedStrong International Corp. and Road America
October 16, 2002
Mr. Dennis M. Fantis
President
Road America
3081 Salzedo St.
Coral Gables, Florida 33134
Re: Letter of Intent
Dear Dennis;
1. This letter serves as a formal agreement and Letter of Intent by and
between MedStrong International Corporation, hereinafter "MIC", and Road
America, hereinafter "RA". 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formal agreement and work as a permanent agreement until superseded by
another written agreement.
2. The contents of this Letter of Intent are the product of previous
discussions among the parties.
3. Objective: To grant RA the rights to represent, promote and sell MedStrong,
Patient Data Quickly (PDQ) brand medical records online programs, to its
prospects and customers in the described territories.
4. Territory: United States and Canada. Other territories to be mutually
agreed in writing.
5. Express Exclusions: The parties acknowledge and agree that each has a
business relationship with MAPFRE. Any efforts by both parties to further
promote the MIC, PDQ brand with this company will be mutually agreed in
writing. MAPFRE is therefore, an exclusive medical records online prospect
of MIC.
6. Programs:
The purpose here is to provide various PDQ program options which Road
America can select, that offer or provide tailored solutions to its varied
and diverse prospect and client base.
(a) Agent: RA may choose to distribute the "Driver PDQ" basic medical
records online program for a family of four, annually, in its
electronic format as an agent of the company or
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(b) Direct link: RA may choose to have MIC private label by creating its
own RA splash page with a direct link to MedStrong for actual customer
service.
(c) R.A. Website: RA may choose to create its own specific product brand of
medical records online using its own proprietary website and tying into
MedStrong's engine.
7. Payment and Renewal Compensation
(a) Agent payment and renewal compensation based on following formula.
(i) MIC's desired amount: $6.50 per unit for a twelve-month
membership, for a family of four. The amount required to cover
cost (s) of plan.
(ii) RA Target price: $1.00 per unit for a twelve-month membership,
for a family of four. The amount RA actually pays each month as
their cost of plan(s).
(iii) Renewal: MIC will renew or RA may renew based on negotiated
terms. If MIC renews the company will pay RA a 20% commission on
basic plan and upgrades which first must go to settle the short
fall between the (1) desired price and (2) RA's target price.
(iv) Any balance due agent from his commission account, after
adjustment, shall be paid to RA on or before March 15, 2003 and
on or before each successive March 15.
(v) Agent has no liability or responsibility to satisfy unit
shortfall beyond the PDQ renewal commission account.
(b) Direct link: to be negotiated based on anticipated volume.
(c) RA website: to be negotiated based on anticipated volume.
8. Term and Termination
(a) The initial term of the agreement shall run from November 1, 2002,
through November 30, 2005. Unless otherwise terminated pursuant to the
terms hereof, the agreement shall automatically renew for additional
one-year periods.
(b) Either party, MIC or RA ,may terminate the agreement, without cause, at
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.
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(c) The agreement may be terminated immediately upon written notice as
follows:
(i) By mutual, written agreement of the parties.
(ii) Material breach not cured for a period of 30 days after notice.
(iii) Either party files bankruptcy, becomes insolvent or makes a
general assignment for the benefit of creditors.
9. MIC is a public company and therefore must disclose all material
developments regarding its business. Both RA and MIC agree to release a
mutually agreed news release announcing this letter of intent and any
future agreements.
In witness whereof, this being the agreement between the parties; we hereby
execute this letter of intent.
Medstrong International, Corp.
By: /s/ Jerry Farrar
-----------------
Jerry Farrar, President
Road America
By: /s/ Dennis M. Fantis
--------------------
Dennis M. Fantis, President
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