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EXHIBIT 10.4
THIS ASSOCIATE AGREEMENT made as of the 14 day of September, 1999.
BETWEEN:
COi Solutions, Inc., a Company duly incorporated under the laws of
the United States of America, with its head office in the City of
Las Vegas in the State of Nevada, and the company's subsidiaries
and designates, including ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇, Inc., a company
duly incorporated under the laws of Canada, with its head
office in the city of Montreal in the province of Quebec.
("Coi"), OF THE FIRST PART
AND:
TeleMedica Group, a Company duly incorporated under the laws of
the United States of America, with its head office in the city of
New York in the state of New York, and the company's subsidiaries
and designates,
("TeleMedica"), OF THE SECOND PART
WHEREAS COi is engaged in providing services which enable our
customers to access and interact with their customers, anywhere,
anytime. COi designs, builds and operates companies/organizations that
do their global business over the Internet or private Intranets. COi
is focused on four industry sectors: healthcare, retail, travel &
tourism, and telecommunications. Currently, COi is engaged in building
a number of "start up" organizations, however, we also do enhancement
projects with medium and large businesses.
AND WHEREAS TeleMedica professes an expertise in the operation,
licensing and support of electronic healthcare systems for the
distribution of pharmaceuticals and other medical products, and
telemedicine applications. TeleMedica has an international focus for
its services.
THIS AGREEMENT WITNESSES that TELEMEDICA agrees to Associate with
COi for the purpose of utilizing COi skills to develop a new business
plan and to establish the operations of the company. This will involve
but not be limited to creating new electronic healthcare services,
working with TeleMedica alliance partners, suppliers and customers, and
utilizing COi expertise, facilitation skills, program management
skills, systems and services to streamline and "electronically enable
the operations of " TELEMEDICA and related organizations", upon the
following terms and conditions;
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1. ROLES AND DELIVERABLES FOR TELEMEDICA
(a) In conjunction with COi, TELEMEDICA, will perform the
following functions:
(b) Work with COi to establish the overall mission and direction
for TeleMedica.
(c) Communicate COi's role as the Program Manager to the
marketplace, alliance partners, suppliers, customers, and
investors, as required.
(d) Raise all funds for TeleMedica including the management fees
and expenses of COi and suppliers retained by COi.
(e) Work with COi on a monthly basis to establish and keep up to
date an ongoing "Statement of Work/Deliverable Results" (see
Schedule A attached) that defines the activities and related
results to be achieved for success of the program.
(f) Assist COi in generally promoting COi / TeleMedica as a new
emerging company in the electronic healthcare services
distribution business, and focused on becoming an industry
leader on a global scale. This promotion would be done
through attending trade shows, providing testimonials and
attending other promotional events. TELEMEDICA would be
responsible for all expenses incurred by its people in
attending these events.
(g) Support the development of other agreed to markets around the
world.
(h) Collaborate on the development of other opportunities through
reviewing both organizations' applications, technology,
intellectual property, products and services. Based on this
review, both organizations could propose joint development
projects for approval by both organizations, and then managed
by a joint senior steering committee.
(i) Accept accountability and then contribute resources, based on
the aligned Statement of Work contained in Schedule A.
(j) In the event that TELEMEDICA or COi desire to change the
scope of work as is set out above, then in such event the
following shall occur:
(1) Both parties shall agree in writing to any amendment to
either a segment of paragraph 1 (a) or the insertion of
a new segment; through the modification of the attached
Statement of Work/Deliverable Results (Schedule A) that
defines the detailed events and costs for each phase of
the overall project. This Statement of Work/Deliverables
will be co-developed by COi and TELEMEDICA.
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(2) Additional remuneration levels/revenue sharing formulas
based on performance will be established with the
Statement of Work/Deliverable Results (Schedule A)
periodically reviewed and revised in accordance with the
revised scope of work proposed.
2. ROLES AND DELIVERABLES FOR COi
(a) In conjunction with TELEMEDICA, COi will perform the
following functions:
(b) Work with TELEMEDICA to establish the overall mission and
direction for TeleMedica.
(c) Establish a revised and more detailed business plan for
TeleMedica.
(d) As per the revised business plan, establish the operations of
TeleMedica, which shall include but not be limited to the
following activities; establish detailed marketing plans,
technology plans and operational plans, establish the
financial management processes (including, capital and
expenses) for the company, acquire the appropriate human
resources, acquire the appropriate systems, tools and assets,
establish alliance partnerships, distribution agreements, and
supplier agreements, develop the products and services of
TeleMedica and support TeleMedica customers. The details of
the activities and results to be achieved by COi shall be
identified in Schedule A: Statement of Work / Deliverable
Results (attached to this document).
(e) Work with TeleMedica on a monthly basis to establish and keep
up to date an ongoing "Statement of Work / Deliverable
Results" (see Schedule A attached) that defines the
activities and related results to be achieved for success of
the program.
(f) Work with other strategic suppliers (e.g. information
technology or healthcare), as they are identified, to co-
design new electronic healthcare services. This could
involve assisting in performing the market analysis,
determining the scope and business case for the opportunity,
creating the design specifications and workflow processes,
identifying the technology requirements (where appropriate),
creating the marketing and pricing plan, the building of a
prototype service, determining market response to the
prototype, and participating in establishing the operational
service for delivery to specified markets.
(g) Assist in generally promoting TeleMedica as a new emerging
company in the electronic healthcare services distribution
business, and focused on becoming an industry leader on a
global scale. This promotion would be done through attending
trade shows, providing testimonials and attending other
promotional events. TELEMEDICA would be responsible for all
expenses incurred by its people in attending these events.
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(h) Support the development of other agreed to markets around the
world.
(i) Collaborate on the development of other opportunities through
reviewing both organizations' applications, technology,
intellectual property, products and services. Based on this
review, both organizations could propose joint development
projects for approval by both organizations, and then managed
by a joint senior steering committee.
(j) Accept accountability and then contribute resources, based on
the aligned Statement of Work contained in Schedule A, and in
accordance with the compensation references in this document.
(k) In the event that TELEMEDICA or COi desire to change the
scope of work as is set out above, then in such event the
following shall occur:
(1) Both parties shall agree in writing to any amendment to
either a segment of paragraph 1 (a) or the insertion of
a new segment; through the modification of the attached
Statement of Work/Deliverable Results (Schedule A) that
defines the detailed events and costs for each phase of
the overall project. This Statement of Work/Deliverable
Results will be co-developed by COi and TELEMEDICA.
(2) Additional remuneration levels/revenue sharing formulas
based on performance will be established with the
Statement of Work/Deliverable Results (Schedule A)
periodically reviewed and revised in accordance with the
revised scope of work proposed.
3. COMPENSATION FOR COi
(a) TELEMEDICA agrees to compensate COi the sum of $600,000 US
before December 31, 1999.This sum will cover the base
management/consulting fee to build the company until
September 30, 2000.
(b) In addition, COi will charge a minimum of 15% premium on all
contracts with other suppliers that are managed by COi. Any
premium higher than 15% will be negotiated between COi and
TeleMedica, on a contract by contract basis.
(c) All work to configure systems, build websites or otherwise
integrate existing IT systems into solutions for end clients
will be a separate chargeable service. COi will negotiate
with TeleMedica and the end clients to establish distinct
sub-contracts for such work.
(d) Additional performance bonuses to be paid in cash and equity
stock in TeleMedica will be negotiated as part of the ongoing
agreement process in establishing the Statement of
Work/Deliverable Results (Schedule A). All payment terms
other than those identified in section 3 (a) will be
negotiated.
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4. DELEGATION
Where applicable, COi shall be at liberty to provide additional
personnel whether by way of employee or subcontractor to work on the
said project(s) on the understanding that any compensation set forth by
the above negotiation shall be billable only by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(President) on behalf of COi.
5. TELEMEDICA OBLIGATIONS
TELEMEDICA shall ensure at all times that COi has access to such
information, employees of TELEMEDICA, partners, vendors and related
organizations of TELEMEDICA or any other personnel involved in the
projects as set out in Item 1. or the Statement of Work (Schedule A),
and as may be required by COi to perform the activities as set out in
Item 1. or the Statement of Work (Schedule A).
6. DURATION OF THIS AGREEMENT
The duration of this agreement is one year, effective October 1,
1999. It is understood that at the end of the sixth month TeleMedica
and COi shall initiate discussions regarding possible renewal of the
contract beyond the first year, and that by the end of the ninth month,
these discussions shall result in a contract renewal or an
understanding that the contract will not be renewed.
7. DISBURSEMENTS
To be negotiated as per the Statement of Work/Deliverable Results.
8. AMENDMENT OF THIS AGREEMENT
Any changes to this Agreement must be in writing and signed by
both parties in order to be effective. The party wishing to amend this
Agreement shall serve notice on the other party in accordance with the
notice provision set out below.
9. EARLY TERMINATION OF THIS AGREEMENT
In the event that TeleMedica wishes to terminate this agreement,
notice of termination must be provided in writing 60 days ahead of the
date of termination. TeleMedica shall pay within 15 days of notice of
termination, all outstanding COi management fees, related COi expenses,
and supplier invoices being managed by COi. TeleMedica shall also pay
25% of any outstanding contingent liability for management fees for the
duration of this contract. TeleMedica will also assume full
responsibility for all cancellation fees for services provided by other
suppliers, and being managed by COi.
10. BREACH OF CONTRACT/ARBITRATION
(a) Any request for termination of this agreement by TeleMedica
because of an a breach of contract shall be subject to a 30
day interval in which COi has the full opportunity to rectify
the breach, and thereby prevent termination of the contract.
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(b) In the event of any disagreement or dispute regarding a
breach of contract, both parties agree to follow the rules of
arbitration as set out by the state of Nevada. Both parties
agree that in the event of an impass, the arbitration process
will be carried out in an expeditious timeframe, not to
exceed 90 days, to resolve the dispute.
(c) In the event that legal action or arbitration is initiated by
either party, the losing party of such action must bear the
legal and arbitration costs of both parties.
11. EFFECTS OF TERMINATION
Upon termination of this Agreement, as herein above provided,
neither party shall have any further obligation hereunder except for:
(a) obligations accruing prior to the date of termination; or
(b) obligations, promises, or covenants contained herein which
are expressly made to extend beyond the term of this
Agreement, including, without limitation, confidentiality of
information, and indemnities.
12. NOTICE
Any notice of a proposed amendment or notice of termination, early
or otherwise, as set out in the appropriate sections herein, shall
require sixty (60) days written notice prior to the date on which the
amendment or termination is to take effect and shall be required in
written form, and delivered to the business address of the parties to
this Agreement set forth below:
TeleMedica Group
P. ▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, CEO
COi Solutions, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
Attention: Mr. R. G. (▇▇▇) ▇▇▇▇▇, President
Any notice which is required to be served under this Agreement shall be
served by registered mail at the address as set forth above and the
party upon whom the notice is being served shall have been deemed to
have received the notice on the fifth day following the day on which
this notice was mailed.
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13. CONFIDENTIALITY
(a) Any information discussed at Business Development Meetings or
any other information obtained by either party as a result of
this Agreement shall, at all times, be considered
confidential. In the course of working together and during
any Business Development Meetings, either party will or have
become aware or have access to financial, business, marketing
and other information, data, reports, tenders, opinions and
other materials and documents, tangible or intangible, oral
or written, which is the proprietary information of either
party or their clients shall be considered Confidential
Information.
(b) Both parties agree to keep in strictest confidence all
Confidential Information (as defined above) which either
party may acquire in connection with or as a result of
performance of this Agreement and agrees not to publish,
communicate, divulge or disclose to any unauthorized third
party or parties any information, without the prior written
consent of the other party, during the term of this Agreement
or at any time subsequent to it.
(c) Both parties agree not to use any of the foregoing
Confidential Information except for the furtherance of its
obligations under this Agreement.
14. ASSIGNMENT
No assignment of this Agreement or the rights and obligations
hereunder shall be valid without the specific written consent of both
parties hereto.
15. WAIVER OF BREACH
The waiver by any party of a breach or violation of any provision
of this Agreement shall not operate as, or be construed to be, a waiver
of any subsequent breach of the same or other provision hereof.
16. GENDER AND NUMBER
Whenever the context hereof requires, the gender of all words
shall include the masculine, feminine and neuter and the number of all
words shall include the singular and the plural.
17. SEVERABILITY
In the event any provision of this Agreement is held to be
unenforceable for any reason, the unenforceability thereof shall not
affect the remainder of this Agreement, which shall remain in full
force and effect and enforceable in accordance with its terms.
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18. ARTICLES AND OTHER HEADINGS
The articles and other headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.
19. ENTIRE AGREEMENT
This Agreement supersedes all previous contracts and constitutes
the entire agreement between the parties. No oral statements or prior
written material not specifically incorporated herein shall be of any
force and effect and no changes in or additions to this Agreement shall
be recognized unless incorporated herein by amendment as provided
herein, such amendment(s) to become effective on the date stipulated in
such amendments. TELEMEDICA specifically acknowledges that in entering
into and executing this Agreement, COi is relying solely upon the
representations and agreements contained in this Agreement and no
others.
20. INTERPRETATION
It is mutually agreed between the parties that this Agreement
shall be interpreted in accordance with the laws of the State of Nevada
and that the jurisdiction for any action commenced by either party as
against the other shall be the appropriate Court at the City of Las
Vegas in the State of Nevada.
IN WITNESS WHEREOF the parties hereunto affixed their hands and
seals, and the Corporation has hereunto affixed its corporate seal
under the hands of its duly authorized officers in that behalf.
DATED at New York, this 14th day of September, 1999.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
TeleMedica Group
) Per:
)
)
)
)
______________________________)
▇▇▇▇▇▇▇ ▇▇▇▇▇, CEO
______________________________)
COi Solutions, Inc.
) Per:
)
)
)
)
______________________________)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President