EXHIBIT 10.13
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AGREEMENT AND LETTER OF INTENT, DATED SEPTEMBER 18, 2002, BETWEEN THE
COMPANY AND JVF INTERNATIONAL SOLUTIONS, INC.
September 18, 2002
Xx. Xxxxx Xxxxxxx
President
JVF International Solutions, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxx Xxxx
Xxx Xxxx, Xxxxxx Xxxx 00000
Re: Letter of Intent - JVF International Solutions, Inc.
Dear Xxxxx:
This letter serves as a formal agreement and letter of intent to and
between Medstrong International Corporation, hereinafter "Medstrong", and JVF
International Solutions, Inc., hereinafter "JVF". The purpose of this letter of
intent is to summarize the agreements between the Parties and will have the
effects of a formal agreement and will work as a permanent agreement until
superseded by another written agreement to that effect.
The contents of this letter of intent is the product of previous
discussions among the Parties.
OBJECTIVE: To grant to JVF to exclusive rights to fully develop,
market and sell Medstrong's Patient Data Quickly (PDQ) Medical Record Online
programs in the described main territory and nonexclusive on the additional
territory.
MAIN TERRITORY: Puerto Rico, U.S. Virgin Island, British Virgin
Island, the Caribbean and Venezuela subject to price condition.
ADDITIONAL TERRITORY: Central America, South America and other
territories not included in the Main Territory.
EXPRESS EXCLUSION: The parties agree the transactions with MAPFRE or
it's subsidiaries are excluded from this agreement.
PRICE: Purchase price of the exclusivity agreement is $250,000 plus
$50,000 for exclusive rights for Venezuela, which price includes 1,000,000
shares of common stock of Medstrong International Corporation, payable $100,000
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thirty (30) days after the execution of this Letter of Intent, and $150,000
ninety (90) days thereafter or $100,000 with Venezuela territory.
SUPPORT: At the request of JVF, Medstrong will supply technical and
marketing support, including but not limited to: the System/Web platform to
Spanish, as well as sales materials, Company/Product information brochures, POP
materials, etc. in Spanish and will provide all training that JVF deems
necessary and all other support necessary to build the business. Limited to
$15,000 total.
COMPENSATION: JVF will be compensated pursuant to the following:
A. $3,000 payable ten (10) days after the execution of the Letter of
Intent, and $1,000 monthly for the next nine (9) consecutive
months. As an advance against commission reaches or achieves
$1,000 per month, the advance stops.
B. For direct retail in the main territories Medstrong will pay
20% commissions and renewals will be apart of item C below.
C. JVF will execute all renewals and pay a $5.00 fee to Medstrong
D. Special sales deals involving large volume accounts. PDQ may be
sold to the representative at a net price, based on volume. JVF
will purchase PDQ basic at a front end net cost of $2.50 per
unit.
PRODUCTION QUOTAS: JVF shall achieve a production quote of $250,000
per year commencing the second full year from the inception of the agreement.
REMITTANCE AND CURRENCY: PDQ product sales revenue payment and funds
flow will be due at the time when the sales is registered in the website.
REPORTING: JVF and Medstrong shall report to each other on a monthly
basis all territory sales. Medstrong shall provide the renewal expiration
reports ninety (90) days in advance of due date.
NEWS RELEASE: Both parties agree to the mutual issue of a Press
Release announcing the relationship.
TERMINATION:
A. By notice given by any party with sixty (60) days notice.
B. Immediately for cause.
C. By noncompliance with production quotas.
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Any such termination will have effect when all amount dues to JVF are
liquidated.
APPLICABLE STATUTES: The agreement will be governed by the laws of the
Commonwealth of Puerto Rico.
IN WITNESS WHEREOF, this being the agreement between the parties, we
hereby execute this Letter of Intent this 19th day of September, 2002, at Fort
Lauderdale, Florida.
MEDSTRONG INTERNATIONAL CORP.
BY:
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Xxxxx X. Xxxxxx
President/CEO
JVF INTERNATIONAL SOLUTIONS, INC.
BY:
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Xxxxx Xxxxxxx
President/CEO
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