Exhibit 10.1
TECHNOLOGY AGREEMENT
THIS TECHNOLOGY AGREEMENT executed this 20th day of May, 1999, is by
and between Weblink Communications, Inc. (WLCI) and XxxxxxXxxx.xxx, Inc. (DSI).
WHEREAS WLCI is a company able to provide consulting and technology
expertise for Internet, Internet marketing, Internet business development,
multimedia and other electronic media and marketing products and services.
WHEREAS DSI is in the health products business and desires to used the
services of WLCI, and utilize WLCI as their official technology partner.
THEREFORE, WLCI and DSI wish to form a Technology Agreement for the
purpose of developing a long-term, business relationship upon the following
terms and conditions;
1. Technology Agreement. The parties hereto formally acknowledge a
strategic alliance whereby DSI may utilize WLCI as its official technology
partner, and use WLCI's products and services, to develop their business.
2. WLCI Policies and Procedures. DSI agrees to abide by WLCI policies
and procedures as outlined from time to time by WLCI. Policies and procedures
are designed to allow WLCI to approve of the use of its name by DSI and create
pricing options for any and all WLCI services DSI may utilize pursuant to this
agreement.
3. WLCI RESPONSIBILITIES.
A) Create a coming soon page with member demographic gathering
and indexing capabilities within a database. (see attached
XxxxxxXxxx.xxx coming soon page agreement attached).
B) Create a member e-mail service that will allow members to
create their own XxxxxxXxxx.xxx c-mail, and the ability to
send and accept e-mail. (this includes XxxxxxXxxx.xxx, Inc.
purchasing e-mail server, software, set up costs, dynamic form
generation of sign up approval process, and interface set up.
XxxxxxXxxx.xxx will administer and maintain e-mail.)
C) Create dynamic membership on line application, and approval
solution.
D) Create two administrative levels of security for staff members
and doctors using ID, password, and DEA number.
E) Internet and marketing consulting and assistance in developing
an Internet business and marketing plan.
4. DSI Responsibilities.
A) DSI will announce WLCI as its official technology partner
utilizing the products and services available through WLCI.
B) DSI will promote WLCI as its electronic media partner. DSI
will also include announcements of this WLCI alliance in its
brochures, media advertisements and marketing materials where
appropriate, within the guidelines approved by WLCI from time
to time.
C) DSI shall not use the WLCI name, logo or service marks in any
way that would damage the integrity or value of WLCI.
D) DSI may responsibly use the Weblink name, logo or service
marks in press release with the approval of WLCI, which
approval shall not be unreasonably withheld.
E) DSI may use the Weblink name, logo or service marks in a
memorandum or prospectus naming WLCI [as DSI's official
technology and strategic alliance partner pursuant to the
rules and regulations governing such disclosures by any
regulatory agency.
5. Fees Payable to WLCI. DSI agrees to pay WLCI the following fees as
scheduled below: DSI shall pay WLCI Fourteen Thousand Four Hundred Fifty Dollars
($14,450.00) for the above mentioned services. Payment to be made at the time
this agreement is executed.
6. Licensing Rights. During the Term of this Technology Agreement. DSI
shall have the non-exclusive right and license to use the WLCI name, logo and
service marks in the markets within their own name, logo and service marks
materials with the understanding that DSI will maintain its own brand, pursuant
to paragraph 4 above.
7. Control Person. Each party hereto will appoint a single Control
Person who is responsible for all communication to and from the other party. The
initial DSI Control Person is Xxxxx Xxxxxxx and the initial WLCI Control Person
is Xxxx Xxxxxxxxxx. These Control Persons may be changed from time to time as
deemed necessary. If it is the Control Person's responsibility to communicate
the other party's request to his own organization, to provide reports to the
other party as necessary, to provide for a backup Control Person in his own
absence and to track projects for deadline and completion purposes.
8. Captions. The captions, headings, and arrangements used in this
Partnership Agreement are for convenience only and do not in any way affect,
limit, amplify, or modify the terms and provisions proposed here.
9. Assignment. This Strategic Alliance Agreement is not assignable by
either party unless agreed to in writing by both parties.
2
10. Term and Termination. The term of this Technology Agreement shall
be for one year.
11. Indemnification.
A) By WLCI
WLCI shall indemnify DSI and hold it harmless from any and all
claims, losses, deficiencies, damages, liabilities, costs, and expenses
(including but not limited to reasonable attorneys' fees and all related costs
and expenses of reviewing, contesting and/or settling such claim) incurred by
DSI as a result of any claim, judgment or adjudication against DSI arising from:
(i) any breach or allegation which, if true, would constitute a breach of any of
WLCI's obligations, representations or warranties hereunder; or (ii) the actions
or omissions of WLCI its officers, directors, employees, independent
contractors, agents, assigns or any other person or entity working under the
supervision of or at the direction of WLCI, provided that DSI (a) promptly
notifies WLCI in writing of any such claim and gives WLCI the opportunity to
defend or settle any such claim at WLCI's expense and (b) cooperates with WLCI,
at WLCI'S expense, in defending or settling such claim.
B) By DSI
DSI shall indemnify WLCI and hold it harmless from any and all
claims, losses, deficiencies, damages, liabilities, costs, and expenses
(including but not limited to reasonable attorneys' fees and all related costs
and expenses of reviewing, contesting and/or settling such claim) incurred by
WLCI as a result of any claim, judgment or adjudication against WLCI arising
from: (i) any breach or allegation which, if true, would constitute a breach of
any of DSI's obligations, representations or warranties hereunder; or (ii) the
actions or omissions of DSI, its officers, directors, employees, independent
contractors, agents, assigns or any other person or entity working under the
supervision of or at the direction of DSI, provided that WLCI (a) promptly
notifies DSI in writing of any such claim and gives DSI the opportunity to
defend or settle any such claim at DSI's expense and (b) cooperates with DSI, at
DSI's expense, in defending or settling such claim.
12. Defaults and Remedies. In the case of default, or if one party
considers the other party to be in breach of this Agreement, and if said breach
is not immediately remedied after written notification specifically identifying
the alleged default or breach in reasonable detail, then the offended party must
notify the breaching party in writing by certified mail or a similar delivery
service. The party in breach will have 30 days from the date of receipt of such
notice to cure said breach. If said breach is not cured within 30 days then
either party may demand that the dispute be mediated in Pinellas County, Florida
by an impartial party who is a certified mediator. The appointed mediator shall
have the usual powers of mediators in such cases, to continue to act for such
period of time as the mediator or the Court appointing said mediator may deem
just and proper. If one of the parties does not comply with the instructions and
time frame pertaining to resolving the breach highlighted by the mediator, the
non-breaching party has the right to terminate the Agreement.
3
13. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Florida without regard to conflicts of laws.
14. Unenforceability. The unenforceability of any provision to this
Agreement shall not impair or affect any other provision.
15. No Partnership. Nothing in this Technology Agreement shall be
construed to create a general partnership between the parties, or to authorize
either party to act as general agent for the other party, or to permit either
party to bind or obligate the other party to any contracts with any third party.
The parties hereto have read and understand the terms and conditions
outlined herein and sign below to indicate their acceptance.
XxxxxxXxxx.xxx, Inc. Weblink Communications, Inc.
/s/ Xxxxx X. Xxxxxx /s/ Xxxx Xxxxxxxxxx
By: Xxxxx X. Xxxxxx By: Xxxx Xxxxxxxxxx
As its: Vice-President As its: Principal
4
(WEBLINK COMMUNICATIONS LOGO)
XxxxxxXxxx.xxx Coming Soon Page Agreement
Project Name XxxxxxXxxx.xxx
The XxxxxxXxxx.xxx, Inc. domain name was
registered by Weblink on May 10, 1999.
XxxxxxXxxx.xxx, Inc. owns the XxxxxxXxxx.xxx
domain name.
Objective(s) To develop and launch, within modest
budgetary constraints, a coming soon page,
with a complete site to be developed by the
end of fall 1999.
Project Description The Web site will feature an
overview of the products, services, features
and functions of the complete site as well
as a brief description of each channel.
The coming soon page design, layout and
content is geared toward getting doctors to
become members. Weblink will design a
dynamically generated form that visiting
doctors will be able to complete and submit
on line. The applications will be forwarded
to a database that the DoctorSurf staff will
be able to view and grant both member
acceptance status, and indicate whether the
member will have "staff only" access to the
site, or "doctor status," and have full site
navigation access.
Members will have the ability to create
their own user identification, and password
number. Doctors will also use their DEA
number for additional verification.
A complete e-mail solution will be offered to
allmembers. E.g. xxxxxxxxxxx@XxxxxxXxxx.xxx.
Members will be able to receive and send
e-mail, anywhere on the Internet.
WLCI Services Weblink Communications, Inc. (WLCI) will
perform the following services toward
project completion:
o Face-to-face pre-production creative
meeting
o Coming Soon page design functionality and
layout
o Storyboarding
o Incorporate corporate identity and logo
o Graphic art design and development
o Comp (mock-up) development
o HTML programming
o Special Web site programming (e.g., Java,
etc.)
o Create forms and data processing routines
o Implement secured encryption technologies
o Design and develop a member e-mail
solution
o Create member ID and Password solutions
for secure areas
o Basic search engine and directory
registration
o Site activation and launch
Special Technologies o SSL secured credit card encryption
to be implemented protocols will be utilized.
o E-mail software, server, implementation,
and interface will be implemented
Client Obligations The client's obligations toward project
completion include:
o Providing all textual content
o Inputting all member names and demographic
information
o Approving all e-mail, user ID, Password,
and DEA, numbers, and forwarding those
approvals to the members.
o Approving all facets of the page
Costs Non-recurring one-time development costs:
Coming soon page planning & design 800.00
Member on line forms, 3,300.00
verification, application, and acceptance
development with bi-level access assignment
capability e.g staff and doctor status
Complete e-mail solution 10,200.00
Server, software, setup and implementation 0
Standard search engine registration 150.00
---------
Total 14,500.00
=========
Co-hosting & Hardware Maintenance Fee
(monthly) $359.00
Other Fees:
Terms 50% due upon contract execution;
50% due upon project completion and site
activation.
Options Options not featured in this
proposal but that could either be
added now or during a Phase II
stage include:
o High-level search engine and directory registration
($1,200)
WLCI Contact Xxxx Xxxxxxxxxx
information Weblink Communications, Inc.
00000 XXXX Xxxx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
E-mail: xxxx@xxxx.xxx
Voice: 727.530.5500
Fax: 000.000.0000
Prospective Client Xxx
Information Fax: 000.000.0000
