Exhibit 6.1 Form of Broker Agreement
This agreement made and entered into effective the _____ day of ______________,
_______ between Alliance HealthCard, Inc. whose principal offices are at 0000
Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000, hereinafter referred to as
"Alliance" and:
__________________________________________
__________________________________________
__________________________________________
__________________________________________
herein referred to as "(BROKER)"
The parties to the Agreement agree as follows:
1. Authorization to Market
Alliance hereby grants (BROKER) a non-exclusive right to market and promote the
services and products of Alliance Healthcard to (BROKER)'s clients and prospects
in the States where Alliance currently conducts business and offers network
services.
2. Pricing
The Alliance Healthcard membership fees charged to clients of (BROKER) and/or
their clients' employees, will be in accordance with Alliance's current fee
structure as outlined in Exhibit B, and as modified by Alliance from time to
time. Any deviation from the established pricing levels must be approved, by
prior written notification, by Alliance.
3. Commission Payouts/Time Frame
(BROKER) will be paid a commission based on the schedule below for all
Healthcard Membership fees generated by clients of (BROKER).
Service Level Year 1 Year 2 Year 3
--------------------------------------------------------------------------------
Independent Sale 15% 10% 8%
Joint Alliance/Broker involvement 10% 8% 5%
For programs with reduced benefits, commissions will be based on 12% for 1st
year membership revenue and 8% for 2nd year membership revenue. Accounts sold
jointly with Alliance will pay commissions equal to 60% of the rate defined
above for programs with reduced benefits. Commission payments will be calculated
on a quarterly basis for all membership fee revenue received during the quarter,
and will be processed within 30 days following the end of the calculation
period. Commissions are calculated on the basis of net membership fees retained
by
Alliance. All commissions that have been paid on Membership
fees in the current membership year which must subsequently be refunded to the
member shall be debited against future commission payments due (BROKER).
4. Right to Audit
During the term of this Agreement and for a one (1) year period thereafter, both
parties shall be entitled to conduct an audit of the other party's files related
to this agreement solely to the extent necessary to ensure compliance with the
audited party's obligations hereunder. The parties shall make their files
available for audit for a maximum of one (1) week period each calendar year upon
thirty (30) days prior written notice by the auditing party. Should the audit
reveal potential violations, the auditing party shall document such violations
and provide such documentation to the other party. The party being audited shall
have thirty (30) days from the receipt of such documentation to respond to
and/or remedy any such violations that may exist. The auditing party shall have
the right, at its sole discretion to conduct a re-audit within sixty (60) days
of the initial audit to verify that the correction of any violation has been
made. All expenses incurred in conducting the audits outlined in this section
shall be the responsibility the auditing party.
5. Confidentiality/Non-Compete/Non-Exclusivity
Alliance agrees that all confidential information, specifically knowledge
acquired regarding customers or prospects of (BROKER) will not be shared with
competitors of (BROKER).
(BROKER) agrees that all confidential information, including but not limited to
knowledge acquired regarding Alliance's services, systems, protocols,
methodologies, procedures, trade secrets, provider directories and discount
rates, fees, customers and prospects, will not be shared with competitors of
Alliance. (BROKER) further agrees that it will not pursue the sale of Alliance
services to Alliance's existing clients or prospects. It is Alliance's
responsibility to provide (BROKER) with such customer/prospect information.
Failure of Alliance to provide such information in a timely manner shall relieve
(BROKER) of its restriction in this regard. Further (BROKER) agrees that it will
not on it's own or with others develop any program similar to the Alliance
HealthCard at any time during the existence of this agreement or for a period of
Twelve (12) months following its termination.
Nothing in this agreement establishes an exclusive arrangement between the
parties.
6. Acceptance Of Business
Alliance retains sole discretion as to the acceptance or rejection of business
produced by (BROKER). (BROKER) agrees to comply with the "New Account
Implementation Process" detailed in Exhibit D. Failure to comply with said
Process may result in the rejection of business and/or loss of commission
payments to (BROKER).
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7. Notification
Notification required hereunder shall be deemed to have been given by the
notifying party's sending to the other party, by US Mail or any delivery service
offering proof of delivery, properly addressed as follows:
Alliance BROKER
Alliance HealthCard, Inc. _____________________
0000 Xxxxxxx Xxxx _____________________
Xxxxx 000 _____________________
Xxxxxxxx, XX 00000 _____________________
Term/Termination
This agreement shall run continuously unless terminated by either party.
Termination with or without cause may occur upon 30 days written notice to the
other party. Commissions earned by (BROKER) as of the date of termination will
continue to be paid in accordance with the terms outlined in paragraph 3.
Agreed To By Broker:
________________________________
Name (Print)
________________________________
Signature
________________________________
Title
________________________________
Date
Accepted By Alliance:
________________________________
Name (Print)
________________________________
Signature
________________________________
Title
________________________________
Date
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Exhibit A
[CHART OF STATES AND SERVICES OFFERED THEREIN]
Exhibit B
Membership Fees
GOLD CARD
The annual base membership fee for the Alliance HealthCard Gold Card is
$120 for the cardholder and includes access for all family dependents. The
Alliance HealthCard will offer but is not limited to the following services
under the Gold Card program:
Dental Orthodontics
Vision Cosmetic Surgery
Hearing Pharmacy
Chiropractic Mental Health/Life Care
Nutrition Massage Therapy
Physical Therapy Alternative Medicine
PLATINUM CARD
The annual base membership fee for the Alliance HealthCard Platinum Card is $192
for the cardholder and includes access for all family dependents. The Platinum
Card will provide national access to a network of Primary Care Physicians and
Specialists in addition to the core services described under the Gold Card.
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**ANY REDUCTION IN PRICING MUST BE APPROVED BY THE VICE PRESIDENT OF SALES OR
THE PRESIDENT OF THE ALLIANCE HEALTHCARD.
Agreed To By:
________________________________
Name (Print)
________________________________
Signature Date
Accepted By Alliance:
________________________________
Name (Print)
________________________________
Signature Date
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Exhibit C
[CLIENT LIST OF THE BROKER]
Exhibit D
New Account Implementation Process
1) Complete the enclosed "New Account Implementation Form" and fax it to the
Alliance Healthcard Customer Service Department at (000) 000-0000. We will
assign a group number to the account and advise you of this number. If you
also plan to market the Healthcard to individuals, list "individuals" as the
employer name. You do not need to complete the balance of the Customer
Information for this individual's account and will not need to complete "New
Account Implementation Forms" for each individual account.
2) If the employer is partially or fully funding the membership fees, written
confirmation of Alliance's ability to invoice the employer directly for these
fees must be received from the employer prior to Alliance processing any
member applications for the account.
3) Alliance will send you a supply of Enrollment kits as indicated on the New
Account Implementation Form. The initial supply of kits for each new account
will be provided to you at no charge. Additional kits in excess of the
initial supply will be billed to you.
4) Distribute Healthcard enrollment materials to employer/employees. The
enrollment kits must include the program summary, Membership Application, and
the postage paid return envelope addressed to Alliance for the application.
These items must be mailed/distributed utilizing the Alliance Healthcard 6" x
9" mailing envelope included with the kit. You must customize the Membership
Applications to include the Group Number we provide you for each customer or
to include the group number assigned to your individuals account.
5) Once a Membership Application is received by Alliance we will process the
application and xxxx the member or employer for their portions of the
membership fee. New Members will typically receive an Alliance Healthcard
Identification Card and a Member Handbook within two weeks of our receipt of
their application.
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