EX. 10.
MEMORANDUM OF UNDERSTANDING
TO ENTER INTO JOINT VENTURE AGREEMENT
Parties: The parties to this agreement are:
Beneficial Assistance, an Imtek Company hereafer referred to as Beneficial;
and
Kelco, Inc. hereafter referred to as Kelco.
Recitals:
Whereas Beneficial and Xxxxx have agreed to enter into this memorandum of
understanding and whereas it will mutually benefit the profitability of both
parties it is hereby agreed that Beneficial and Xxxxx shall enter into a
strategic alliance.
Responsibilities of Beneficial:
1. Beneficial shall be solely responsible for the development,
implementation, and closing of all marketing and sales efforts
related to the funding from individuals, groups, professional
associations and institutions of any sort and description for the
purposes of funding viatical settlement contracts.
2. Beneficial shall provide to Kelco all agreements Beneficial has with all
current agents and/or brokers including those in California and Florida
who currently provide placement services for viatical contracts for the
terminally ill.
3. Beneficial shall modify its existing Purchase Authorization Agreement to
include a reference to add as an acceptable alternative choice in
addition to Xxxxxxx X. Xxxxx, Chartered, a viatical settlement company
licensed to do business in any state where licensing is required.
4. It is understood and agreed that Xxxxxxx X. Xxxxx, Chartered shall
retain responsibility for all policy follow-up including but not limited
to policy update, premium payment and administration of whatever nature
or action required. In each case where the owner of the policy is Xxxxx,
Xxxxxxx X. Xxxxx shall be designated as the irrevocable beneficiary of
all viatical contracts envisioned by this joint venture agreement
memorandum of understanding.
5. Beneficial guarantees that Xxxxx shall have the right of first refusal
to present to Kelco all viatical contracts for funding and that
Beneficial shall in all cases attempt to fund contracts presented to it
by Kelco.
6. Beneficial shall use its expertise in developing all of these funding
sources for the purpose of funding viatical contracts generated by
Xxxxx, contemplated, realized, or actually funded under this
agreement.
Responsibilities of Kelco:
1. Kelco shall have sole responsibility for the development, marketing,
maintenance, and closing for all efforts in the production, purchase
and contract generation of terminally ill patients for any viatical
contract.
2. Kelco guarantees that Beneficial shall have the right of first refusal
to fund the purchase of all contracts produced through Beneficial's
resources. If Beneficial refuses a contract purchase, Xxxxx shall pay
Beneficial a 2% commission based upon face amount for viatical
settlements successfully viaticated with another buyer. If the Kelco
profit falls below 2%, Kelco and Beneficial shall reasonably negotiate a
commission.
3. Xxxxx shall prepare an agreement authorizing Beneficial to distribute
Kelco advertising/promotional materials on Xxxxx's behalf.
Both parties to this Memorandum of Understanding agree and covenant that it
is their mutual intent to share net profits generated equally on the closing
of any viatical contract established under this strategic alliance. Such
establishment includes any contact funded by Beneficial and purchased by
Xxxxx. The net profitability and any formulas for costs of operation shall be
disclosed on an ancillary memorandum of understanding executed simultaneously
with the execution of this agreement. On an annual basis, Xxxxx's public
accountants shall attest to the net profit distribution to Beneficial.
The parties further agree that ancillary agreements necessary to effectuate this
agreement and any other necessary agency agreements, licenses contracts and the
like required to effectuate the intent of this agreement shall be executed by
the parties as reasonably soon after the completion of this memorandum as
practicable. Further, any information that must be shared for the efficient
administration of the joint venture shall be provided to each party at the
request of the other party hereto. Any request by one party of the other party
shall be provided as soon as reasonably practicable following such request.
This memorandum of understanding is a preliminary agreement of understanding
and the full joint venture agreement may be produced as soon as practicable
following the execution of this agreement.
In Witness Whereof we have signed this Memorandum of Understanding.
For Beneficial Assistance
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, President
For Kelco, Inc.
Xxxxx Xxxxxx By: President
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Name Name-Title
