Exhibit 10.2 Master Sales Associate Agreement
This Agreement (the Agreement) entered into this 6th day of June,
2003, between NationsRx, Inc. ("NationsRx"), a Nevada corporation
with corporate offices at 00000 Xxxxxxx Xxxxx Xxxx, Xxxxx 000-000,
Xxxxxxxx, XX 00000 and MEDSTRONG INTERNATIONAL CORPORATION
("Associate"), a Delaware corporation, with its principal office
located at 500 Silver Spur Road, Third Floor, Rancho Palos Verdes,
California 90274,.
WITNESSETH
Whereas, NationsRx markets, sells, and licenses healthcare products
and services in the pharmacy benefit sector ("Product").
Whereas, NationsRx wishes to cooperate with the Associate to identify
Registered Qualified Prospects, and identify sub-distributors
(hereinafter " Sub-Distributors"") who would like to market the
Company's Product and Associate desires to identify and Registered
Qualified Prospects and Sub-Distributors that wish to utilize or
market the Product.
Now therefore, in consideration of the mutual promises given
hereunder, the parties hereto do agree as follows:
1). DEFINITIONS.
a. The term "Confidential Information" shall mean all information
and materials disclosed by one Party to the other, whether
before or after the date hereof, respecting, comprising,
describing, embodying or incorporating:
(i) Documentation, data bases, data processing or
communications networking systems, practices or procedures
or other internal systems or controls (planned or in any
stage of development) of NationsRx or it's affiliated
companies , and
(ii) Other technical data, research, products, business or
financial information, plans or strategies, forecasts or
forecast assumptions, business practices, operations or
procedures, services, marketing or merchandising
information respecting NationsRx, and their customers.
b. The term "Product" shall mean the products and services of
NationsRx and it's affiliated companies,
c. The term "Effective Date" shall mean the date first written above.
d. The term "Registered Qualified Prospect" shall be a person or
entity that has been registered by written mutual agreement
between NationsRx and the Associate pursuant to Schedule 1.
e. The term "End-User" shall mean a member who has acquired the
Products from a Associate, Sub-Distributor or NationsRx for
their own use in accordance with the terms and conditions of
the standard purchase order and not for redistribution,
remarketing or service bureau use.
f. "Marks" means trademarks, copyrights and logo's that are from
time to time applicable to the Product, including applications
for such trademarks and unregistered trademarks of NationsRx.
2). TERM. The term of this Agreement shall commence on the
Effective Date and shall continue in force for one (1) year (the
Initial Term). At the end of such Initial Term, if not terminated by
either party by giving at least sixty days prior written notice, this
Agreement shall be renewed automatically each year thereafter for an
additional term of one (1) year unless and until terminated as
provided herein.
3). ASSOCIATE'S OBLIGATIONS. During the term of this Agreement,
Associate shall have the following obligations:
(a) Utilize its best efforts to help NationsRx penetrate the
designated health care pharmacy benefit markets as mutually defined
with the Product by identifying persons or entities as Sub-
Distributors, End-Users or Registered Qualified Prospects;
(b) Present to NationsRx all available information concerning a
qualified prospect via Schedule 1. NationsRx will review Schedule
1 within 3 business days following receipt and determine whether
such person or entity should be recognized as a Registered
Qualified Prospect. NationsRx reserves the right, in its sole
discretion, to decline the registration of any person or entity
proposed by the Associate as a Registered Qualified Prospect for
any reason, including the fact that the person or entity has
previously been recognized as a prospect to utilize the Product by
NationsRx itself a NationsRx Sub-distributor, or by another Associate.
(c) If NationsRx accepts the registration of a qualified prospect as
a Registered Qualified Prospect, Associate shall then utilize its
best efforts to introduce NationsRx officers and employees to the
respective officers or employees of the Registered Qualified
Prospect who can make or influence the decision to utilize the
Product;
(d) If NationsRx accepts the registration of a person or entity as a
Registered Qualified Prospect, Associate shall not collaborate or
attempt to collaborate with any other third party for the purpose
of sales and marketing of a competing pharmacy benefit program to
the Registered Qualified Prospect.
4). MARKETING EFFORT. NationsRx shall supply Associate with
reasonable amounts of Product literature. Associate shall provide
Registered Qualified Prospects with Product literature provided by
NationsRx or its affiliates only. Any and all advertising,
promotional material or other materials developed by the Associate is
subject to the prior written approval by NationsRx before
distribution to any third parties. Both NationsRx and the Associate
shall have the right but not an obligation to disclose the
relationship between the parties to End-User's.
5). ASSOCIATE COMPENSATION. In the event that NationsRx or a
NationsRx Associate is successful in Product sale(s), the Associate
will be entitled to payment of the commission from NationsRx as
specified on Schedule 2.
6). TRADEMARKS, Etc. Subject to the terms and conditions hereof
and effective only during the term of this Agreement, Associate may
display, apply and use the Marks for the Product, and such other
related or derivative word devices as NationsRx may in writing permit
the Associate to display and use provided that each use of Marks is
first approved by NationsRx.
7). DISPUTES AMONG ASSOCIATES, DEALERS, AND OTHER DISTRIBUTORS.
NationsRx shall have the sole authority and discretion to settle any
disputes between Associate and NationsRx's other Associates and Sub-
distributor(s) of the Product, provided that such settlement is
consistent with the terms of this Agreement.
8). INDEMNIFICATION. Associate does hereby indemnify and hold
NationsRx harmless against any claim, cost, expense (including
attorney's fees) or liability of every kind with respect to any claim
or suit by a third-party by reason of Associate's actions, omissions,
or breach of this Agreement.
9). CONFIDENTIAL INFORMATION.
(a) Both Parties shall use reasonable efforts to protect any
Confidential Information disclosed to it by the other Party from
unauthorized disclosure or use, using at least the same level of
care as it uses to protect its own confidential information.
Subject to the foregoing, and except as may be specifically
agreed from time to time by the Parties, either Party shall not
(i) communicate or disclose, directly or indirectly, any of the
Confidential Information (or any part thereof) to any Person
other than its own personnel who have a need for such
information in connection with the performance under this
Agreement, or (ii) use any Confidential Information (or any part
thereof) in any manner except as contemplated under this
Agreement, or (iii) take any other action with respect to the
Confidential Information (or any part thereof) inconsistent with
the confidential and proprietary nature of such information.
(b) Neither Party shall make or use more copies of any
Confidential Information than it shall reasonably deem necessary
in connection with its permitted use thereof. Both Parties
shall retain on its premises Confidential Information of the
other Party and shall not move any tangible embodiment of such
Confidential Information from its premises without express
written consent of the other Party.
(c) The Parties agree that any use that is made of Confidential
Information in the course of performance of, and to the extent
permitted by, the provisions of this Agreement shall not, in and
of itself, constitute a violation of the provisions of this
Section 9. Disclosure of any Confidential Information by either
Party, however, shall not be deemed to represent an assignment
or grant of any right, title or interest in such Confidential
Information to the receiving Party.
(d) No provision of this Section 9 shall prohibit disclosure by
either Party of any information or materials that (i) are or
become generally available to the public other than as a result
of any breach of the provisions of this Agreement, (ii) are in
the possession of such Party prior to receipt pursuant to this
Agreement (other than through any improper means) and are not
subject to a confidentiality obligation between the Parties,
(iii) are commonly known to Persons that are not Affiliates,
officers, agents, employees or contractors of the Parties
engaged in the health care industries or by individuals employed
by persons engaged in such industries other than as a result of
any breach of the provisions of this Agreement or any other
applicable agreement between the parties hereto, (iv) are
independently developed by such Party without reference to the
Confidential Information of the other Party hereto, or (v) are
required to be disclosed by such Party under any applicable law,
regulation or final order of any Governmental Authority (in
which case such Party shall promptly give notice to the other
Party of such required disclosure, describing in reasonable
specificity and detail all Confidential Information to be so
disclosed and all relevant circumstances with respect to such
disclosure, to enable the other Party to take any appropriate
action in order to limit such required disclosure, and shall
provide all reasonable cooperation to the other Party, at the
other Party's expense, in connection with any such action).
10). TERMINATION OF AGREEMENT. The non-breaching party may
terminate this Agreement:
a). in the event Associate or NationsRx breaches any term of
this Agreement and fails to cure the breach within thirty (30)
days after notice; or
b). in the event Associate or NationsRx shall cease doing
business, file a bankruptcy petition or make an assignment for
the benefit of creditors; or
c). upon ninety (90) days written notice by one party to the
other, with or without cause.
Immediately upon termination, Associate shall cease all activities
concerning Product and shall return to NationsRx all unused Product
literature, operating manuals, and any other Confidential
Information. All other obligations, except each party's agreements
as to payment for purchases, confidentiality, and indemnification,
shall terminate.
11). HEADINGS. The headings contained herein are merely for
references and purposes of organization and shall not be used to
interpret this Agreement.
12). ENTIRE AGREEMENT. This Agreement is the sole and complete
statement of the parties of their rights and obligations. This
Agreement replaces and supersedes any and all previous agreements
between the parties including written and verbal understandings. Any
amendments shall be in writing, and executed by authorized
representatives of each respective party. Neither party may assign
its rights or obligations without the prior written consent of the
other party.
13). SEVERABILITY. If any provision of this Agreement shall be held
illegal, unenforceable, or in conflict with any law, the validity of
the remaining portions or provisions hereto shall not be affected
thereby.
14). FORCE MAEJURE. Neither party shall be in default if failure to
perform any obligation hereunder is caused solely by supervening
conditions (e.g., acts of God) beyond that party's control.
15). NOTICES. All notices under this Agreement shall be deemed duly
given upon delivery, if delivered by hand (against receipt) or three
(3) days after posting, if sent by certified mail or overnight
courier, return receipt requested, at the address specified at each
party's signature hereto or such other address as the parties shall
advise each other in writing from time to time.
16). CONSENT TO BREACH NOT WAIVER. No term or provision hereof
shall be deemed waived and no breach excused, unless such waiver or
consent shall be in writing and signed by the party claimed to have
waived or consented. Any consent by either party to, or waiver of,
a breach by the other, whether expressed or implied, shall not
constitute consent to, a waiver of, or excuse for other different or
subsequent breach.
17). AUTHORITY. Each party has full power and authority to enter
into and perform this Agreement, and the person signing this
Agreement on behalf of each has been properly authorized and
empowered to enter into this Agreement.
18). INDEPENDENT CONTRACTOR. Associate is an independent contractor
under this Agreement and nothing herein shall be construed to create
a partnership, employee/employer, joint venture, or agency
relationship between the parties. Associate shall have no authority
to enter into agreements of any kind on behalf of NationsRx or its
affiliates. Unless otherwise specified in this Agreement, each party
shall bear its own expenses relating to activities under this
Agreement.
19). GOVERNING LAW AND FORUM. This Agreement, its terms and
conditions, and all business conducted hereunder shall be governed
and interpreted under the laws of the State of Nevada. By mutual
agreement of the parties hereto, any dispute may be submitted to
binding arbitration in the City of Riverside under the rules then
prevailing of the American Arbitration Association.
IN WITNESS WHEREOF, the parties do hereby sign, enter into and
acknowledge this Agreement.
NationsRx, Inc.: Associate:
By: By:
Xxxxx X. Xxxxxx
Title: President Title:
Date: Date:
SCHEDULE 1
REQUEST FOR Registered Qualified Prospect
Name of Qualified Prospect:
Address:
Description of business:
Associate submitting this request:
Signature and date of Associate submission:
NationsRx, Inc. declines Registration for the following reason:
2. NationsRx, Inc.
3. Director / Operations
NationsRx agrees that the above Qualified Prospect shall become a
Registered Qualified Prospect as of this day of
2003 (the "REGISTRATION DATE").
4. Xxxxx X. Xxxxxx
5. President, NationsRx, Inc.
6.
Schedule 2
Discounts / Commissions
FOR ASSOCIATE Product SALES:
Within fifteen (15) days after each month end in which NationsRx
receives the payment of invoice for associate referred client(s)
product purchases, NationsRx shall pay to Associate a commission
equal to:
a) an amount of $6.00 for each individual pharmacy benefit
plan (PBP) sold and $9.00 for each family pharmacy
benefit plan sold. For the same period of this
agreement, for all renewal plans sold, NationsRx shall
pay Associate 50% of the initial commission for the first
renewal year and 25% of the initial commission for each
subsequent year.
b) An amount of 20% of the net profit generated through the
user of the NationsRx Products by any Registered
Qualified Prospects
No discounts / commissions or any other form of compensation shall
be paid / offered on other products and services as offered or
performed by NationsRx.
