Agreement - MedStrong International Corp. and Road America
AGREEMENT, DATED JANUARY 22, 2003, BETWEEN THE COMPANY AND ROAD AMERICA,
SUPERSEDING THE AGREEMENT DATED OCTOBER 16, 2002.
January 22, 2003
Mr. Dennis M. Fantis
President
Road America
3081 Salzedo St.
Coral Gables, Florida 33134
Re: Agreement -- Supersedes October 16, 2002 LOI
Dear Dennis;
1. This letter serves as an Agreement by and between MedStrong International
Corporation, hereinafter "MIC", and Road America, hereinafter "RA". The
purpose of this Agreement is to summarize the agreements between the
parties and will have the effect of a three-year Agreement between the
parties.
2. The contents of this Agreement are the product of previous discussions
among the parties.
3. Purpose: To grant RA the right to represent, promote and sell MIC's Driver
Patient Data Quickly (PDQ) brand medical records online programs, to its
prospects and customers in the territories identified therein. MIC is to be
RA's exclusive featured medical records provider during the three-year term
and any renewal periods. Designation as the exclusive featured medical
records provider means that RA will offer no other competing program unless
specifically requested to do so, in writing, by its prospect or client. RA
shall provide notification to MIC of any such prospect or client selection.
Further, RA shall use its best efforts to induce its prospects and existing
clients to select/use the Driver PDQ product as a part of the RA roadside
assistance program.
4. Territory: United States and Canada. Other territories may be mutually
agreed to in writing.
5. Express Exclusions: The parties acknowledge and agree that each has a
business relationship with MAPFRE. Any efforts by either party to further
promote the PDQ brand with MAPFRE will be subject to mutual agreement.
MAPFRE is an exclusive medical records online prospect of MIC.
87
<PAGE>
6. Program Marketing:
MIC will provide RA with PDQ program options 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 (retail value of $19.95 per year) for a family
of four, annually, in its electronic format, including a late breaking
health newsletter daily, based on agreed pricing, refer to item 7, or
(b) DIRECT LINK: RA may choose to have MIC provide a private label by
creating its own RA splash page with a direct link to MIC for actual
customer service; or
(c) R.A. WEBSITE: RA may choose to create its own specific product brand
of medical records online using its own proprietary MRO website and
tying into MIC's website engine. Pricing for this option will be
quoted once specifications are provided to MIC
7. Driver PDQ Price
(a) Agent price, under item 6 (a) and (b) shown above is one dollar
($1.00) per unit, comprised of four family members for a period of one
year and each renewal year thereafter. Single payment or monthly bill
remittance.
(b) Vehicle service contract business. Agent price, one dollar ($1.00) per
unit for a family of four, regardless of term of the service contract,
based on single payment each month.
(c) Renewal and Upgrade Commissions. MIC will pay twenty percent (20%)
based on current retail pricing as commission on any renewal or
upgrades based on net sales after cancellations. RA shall provide
customer renewal contact information, in a timely manner, to MIC in a
form acceptable to MIC. The form and process of solicitations of
renewals and/or upgrades is to be mutually agreed upon by both
parties.
8. Term and Termination
(a) The initial term of the Agreement shall run from October 16, 2002,
through November 30, 2005. Unless otherwise terminated pursuant to the
terms hereof, the Agreement shall automatically renew for additional
one-year periods.
88
<PAGE>
(b) Either party 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.
(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 agreement.
In witness whereof, this being the Agreement between the parties; we hereby
execute this letter of intent.
MedStrong International, Corp.
By:
-------------------------------
Jerry Farrar, President
Road America
By:
-------------------------------
Dennis M. Fantis, President
89