MESSAGING SERVICE AGREEMENT
THIS ANSWERING SERVICE AGREEMENT ("Agreement") is made as of November 22, 2002,
by and between Total Infosystems, Inc. ("Total"), with its principal offices
located 000 Xxxxx Xxxxxx Xxxxx, Xxxxx Xxxxxxxxx, XX 00000 and Medlink USA, Inc.
with its principal offices located at 00 Xxxx Xxxxx, Xxxxxxx XX 00000
("Company").
WITNESSETH:
WHEREAS, Total is engaged in the business of providing contact center services
on either an inbound, outbound or web enabled basis; and
WHEREAS, Company is engaged in the business of managing and implementing
answering service campaigns; and
WHEREAS, Total and Company desire that Total shall be engaged as an independent
contractor to implement company campaigns;
NOW, THEREFORE, in consideration of the mutual covenants set forth in
this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, do hereby agree as follows:
1. Total will provide contact and/or call center and attendant
support services as set forth in a fully executed Addendum for each company
program (each "Program") which Addendum, upon execution by both parties, shall
become a part of and be subject to the terms and conditions set forth in this
Agreement.
2. Company shall provide Total with client details (names, addresses
and telephone numbers). Company will approve all scripts and reporting formats
to be used for each Program.
3. Total will provide company with call report information in a
format mutually agreed upon by Company and Total directly from the software in
use for the Program.
4. Company shall pay Total a fee (the "Fee") as provided in the
Addendum to this Agreement.
5. Either party may terminate this Agreement by providing the other
with at least 60 days prior written notice indicating its intent to terminate.
6. It is expressly understood that all information relating to the
Company's Programs that are or become a part of this Agreement, including, but
not limited to, all reports, response date, call date, scripts, direct mail
materials, and any other Company's written materials, strategies and marketing
plans are "confidential information," are the sole property of Company's and may
not be made available to any third party, individual, organization or business
without the prior written consent of Company.
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7. If at any time a third party, including the media, contacts Total
concerning the conduct of its activities under this Agreement on behalf of
Company, Total will (i) make no comment and, (ii) immediately notify Company of
the third party contact and (iii) refer the third party to Company.
8. The parties to this Agreement are independent contractors. Nothing
in this Agreement implies or may be construed to imply a joint venture or any
employer-employee relationship. Beyond the terms and conditions of this
Agreement, neither party shall be required to perform any obligation or assume
any liability for the other party.
9. Neither Total nor the Company shall be liable for any delay or
failure in performance under this Agreement or for any interruption of services
rendered hereunder, which result directly or indirectly from acts of God, civil
or military authority, acts of public enemies, war, accidents, fires,
earthquakes, the elements or any other cause beyond the direct and reasonable
control of either Total or the Company.
10. Company shall indemnify, defend and hold harmless Total, its
directors, officers, agents, stockholders and employees from and against any and
all losses, liabilities, damages costs and expenses arising out of any claim,
suit, judgment, incurred as a result of Company's acts or omissions related to
this Agreement, or which arise out of, or relate to the Products and Services of
Company offered or performed by Total pursuant to this Agreement, or which
result from a breach of Company representations and warranties contained in this
Agreement.
11. Both parties hereby grant to the other party and/or its
representatives, the right and power upon ten (10) days prior written notice to
audit during regular business hours and at the requesting parties sole expense
the other party's books and records as it relates to the terms and conditions of
this Agreement.
12. Notices provided for in this Agreement will be in writing and
shall be delivered by hand, reputable overnight courier or facsimile to the
parties at the following addresses, or such other addresses either party may
designate by notice to the other party in accordance with this Section:
If to Total:
Prime Xxxxxx
Chief Operating Officer
Total Infosystems Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxxxxxxx, XX 00000
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If to Company: Xx. Xxxxxx Xxxxx
President
Medlink USA, Inc
00 Xxxx Xxxxx
Xxxxxxx, XX 00000
13. This Agreement shall be governed by and in accordance with the
internal laws of the state of New York, USA.
14. This Agreement and program specific Addendum(s) subsequently
executed by both parties constitutes the Entire Agreement between the parties
concerning its subject matter. All other prior Agreements among the parties,
whether written or oral, are terminated, effective as of the date herein written
and shall no longer be of any further force or effect. This Agreement cannot be
changed, modified or discharged orally, but only by an instrument in writing,
signed by the parties to this Agreement. There are no representations,
warranties or agreements, oral or written, other than those set forth in this
Agreement. This Agreement may be executed in counterparts, each of, which shall
be deemed an original, and all, which together shall be deemed one instrument.
15. If any sentence, section or other provision of this Agreement is
finally determined to be invalid or void by a court of competent jurisdiction,
then the sentence, section or other provision shall be deemed severed from the
remainder of this Agreement and the balance of this Agreement shall remain in
full force and effect.
16. The parties shall execute and deliver all documents, provide all
information and take or forebear from all such action as may be necessary or
appropriate to achieve the purpose and intent of this Agreement.
17. Each party hereby expressly represents and warrants that it has
read this Agreement, that it understands all of its terms and that its counsel
has explained the contents of this Agreement. Each party further represents and
warrants that this Agreement is executed voluntarily and with full knowledge of
its significance.
18. In the event suit is brought by either party to enforce the terms
of this Agreement or to collect any moneys due hereunder, the prevailing party
in any such action shall be entitled to recover, in addition to any other remedy
to which it may be entitled, reimbursement for reasonable attorneys' fees,
costs, cost of investigation and related expenses incurred in connection
therewith.
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19. The exclusive measure of damages arising from, under or in
connection with this Agreement or any failure of performance related hereto,
whether arising by negligence, intended conduct or otherwise will be limited to
direct damages only, and all other damages are waived.
IN WITNESS WHEREOF, duly authorized representatives of the parties
have executed this Agreement as of this 31st day of November, 2002.
Total
By:
-------------------------------------
Printed name: ____________________
Title: ___________________________
Medlink USA, Inc
By:
-------------------------------------
Printed name:
Title: ______________________
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ADDENDUM NO. 1
TO
MESSAGING SERVICE AGREEMENT
1. PROGRAM DESCRIPTION: Total will conduct an inbound and outbound
Answering service program on a 24x7x365 basis and will follow the client's
instructions to dispose off the calls.
2. SCRIPTING:Company shall provide the script for the project. The
script for this program will employ a simple dialogue to be followed by each
total agent performing duties as per the instructions of the Doctors office/
client. The call center solution to be set up in such a way that the agent would
know the name of the client for which the call has been received
3. CLIENTS DATABASE: Company will provide the necessary clients
information/instructions to SMT for executing the program.
4. HOURS OF OPERATION: Total is responsible for receiving and
handling the calls twenty four hours per day seven hours per week.
5. REPORTS: Reports must be completed and submitted on the schedule
as set out in the Project Blueprint.
6. FEE: Company shall pay Total a fee of $.22 USD per inbound and
outbound calls made or received. Company will make these payments on a monthly
basis at the end of each month against the no. of calls reported by Total.
Total
By:
----------------------------------
Printed name: ________________
Title: _________________________
Medlink USA, Inc
By:
----------------------------------
Printed name:___________________
Title: __________________________
Page 5 of 5 Medlink USA, Inc.
