GENERAL CONTRACT FOR SERVICES
This Contract for Services (this "Contract") is made effective as of October 01,
2001, by and between National Companies, Inc. of 0000 Xxxxx Xx. Xxxxx 000,
Xxxxx, Xxxxxxx 00000, and National Health Plans Plus of 000 Xxxxxx Xxxxxx, Xxxx
Xxxx, Xxxxxxx 00000. In this Contract, the party who is contracting to receive
services will be referred to as "National," and the party who will be providing
the services will be referred to as "Health Plans."
1. DESCRIPTION OF SERVICES. Beginning on October 01, 2001, Health Plans will
provide to National the following services (collectively, the "Services"):
Health Plans will provide National associates with health, life and
dental insurances at group rates. There is no guaranteed issue.
2. PAYMENT FOR SERVICES. In exchange for the Services National will pay Health
Plans according to the following schedule:
Health Plans will receive their income from the providers that they write
policies for, on behalf of National associates. National pays nothing to
Heath Plans.
3. TERM. This Contract will remain in effect for a period of one year, and is
renewable each year for an additional year.
4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries,
inventions, patents, products, or other information (collectively the "Work
Product") developed in whole or in part by Health Plans in connection with the
Services will be the exclusive property of National. Upon request, Health Plans
will execute all documents necessary to confirm or perfect the exclusive
ownership of National to the Work Product.
5. CONFIDENTIALITY. Health Plans, and its employees, agents, or representatives
will not at any time or in any manner, either directly or indirectly, use for
the personal benefit of Health Plans, or divulge, disclose, or communicate in
any manner, any information that is proprietary to National. Health Plans and
its employees, agents, and representatives will protect such information and
treat it as strictly confidential. This provision will continue to be effective
after the termination of this Contract.
Upon termination of this Contract, Health Plans will return to National all
records, notes, documentation and other items that were used, created, or
controlled by Health Plans during the term of this Contract.
6. INDEMNIFICATION. Health Plans agrees to indemnify and hold National harmless
from all claims, losses, expenses, fees including attorney fees, costs, and
judgments that may be asserted against National that result from the acts or
omissions of Health Plans and/or Health Plans's employees, agents, or
representatives.
7. WARRANTY. Health Plans shall provide its services and meet its obligations
under this Contract in a timely and workmanlike manner, using knowledge and
recommendations for performing the services which meet generally acceptable
standards in Health Plans's community and region, and will provide a standard of
care equal to, or superior to, care used by service providers similar to Health
Plans on similar projects.
8. REMEDIES. In addition to any and all other rights a party may have available
according to law, if a party defaults by failing to substantially perform any
provision, term or condition of this Contract (including without limitation the
failure to make a monetary payment when due), the other party may terminate the
Contract by providing written notice to the defaulting party. This notice shall
describe with sufficient detail the nature of the default. The party receiving
such notice shall have 30 days from the effective date of such notice to cure
the default(s). Unless waived by a party providing notice, the failure to cure
the default(s) within such time period shall result in the automatic termination
of this Contract.
9. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties,
and there are no other promises or conditions in any other agreement whether
oral or written concerning the subject matter of this Contract. This Contract
supersedes any prior written or oral agreements between the parties.
10. SEVERABILITY. If any provision of this Contract will be held to be invalid
or unenforceable for any reason, the remaining provisions will continue to be
valid and enforceable. If a court finds that any provision of this Contract is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision will be deemed to be written,
construed, and enforced as so limited.
11. AMENDMENT. This Contract may be modified or amended in writing, if the
writing is signed by the party obligated under the amendment.
12. GOVERNING LAW. This Contract shall be construed in accordance with the laws
of the State of Florida.
13. NOTICE. Any notice or communication required or permitted under this
Contract shall be sufficiently given if delivered in person or by certified
mail, return receipt requested, to the address set forth in the opening
paragraph or to such other address as one party may have furnished to the other
in writing.
14. ASSIGNMENT. Neither party may assign or transfer this Contract without the
prior written consent of the non-assigning party, which approval shall not be
unreasonably withheld.
Service Recipient:
National Companies, Inc.
By: ________________________________________
Xxxxxxx X. Xxxxx
CEO and President
Service Provider:
National Health Plans Plus
By: ________________________________________
Xxxxxxx X. Xxxxx
President
