EXHIBIT 10.18
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AGREEMENT BETWEEN THE COMPANY AND MEMBER SERVICE CENTER INC.,
DATED MARCH 3, 2003
AGENT REPRESENTATIVE AGREEMENT
THIS AGREEMENT is entered into by and between MedStrong International
Corporation (MIC), a Delaware corporation, with its principal office located at
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and Member Services
Center (MSC), whose corporate office is situated at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
1. 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 MSC the right, as agent, to represent, promote
and sell MIC's Member Patient Data Quickly (PDQ) brand medical
records online program, to its prospects and customers in the
territories identified therein. MIC is to be MSC's exclusive
medical records online provider during the three-year term and
any renewal periods. Designation as the exclusive medical records
online provider means that MSC will offer no other competing
program. Further, MSC shall use its best efforts to induce its
prospects and existing clients to select/use the Member PDQ
product as a part of the MSC roadside assistance program
prospects or vehicle services agreement prospects.
4. Territory: United States and Canada. Other territories may be
mutually agreed to in writing.
5. Program Marketing:
MIC will provide MSC with PDQ program options that offer or
provide tailored solutions to its varied and diverse prospect and
client base.
Agents: MSC may choose to distribute the "Member PDQ" basic
medical records online program (retail value of $19.95 per year)
for a family of four, annually, in MIC's electronic format, which
includes a late breaking daily health newsletter, and medical
library access, based on agreed pricing, refer to item 6.
Marketing can be conducted by MSC as follows:
Direct link: MSC may choose to have MIC provide a Member private
label by creating its own MSC splash page with a direct link to
MIC for actual customer service.
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6. Member PDQ Price:
(a) Agent price is one dollar ($1.00) per unit, comprised of
storage and retrieval of electronic application for four
family members for a period of one year and $1.00 for each
renewal year thereafter. Single payment 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) Renewals. MSC will administer its own renewal process and
pay MIC $1.00 per unit for each paid renewal.
7. Term and Termination:
(a) The initial term of the Agreement shall run from February
14, 2003, through February 14, 2006. Unless otherwise
terminated pursuant to the terms hereof, the Agreement shall
automatically renew for additional one-year periods.
(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.
8. MIC is a public company and therefore must disclose all material
developments regarding is business. Both MSC and MIC agree to
release a mutually agreed news release announcing this agreement.
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In Witness Whereof, this being the Agreement between the parties, we hereby
execute this Agreement at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
this 9th day of February, 2003.
MedStrong International Corporation
By:
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▇▇▇▇▇ ▇▇▇▇▇▇, President
Member Services Center
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer
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