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EXHIBIT 10.1
WORLD TELEHEALTH ExpediaCom Global Inc.
communications systems solutions
THIS ASSOCIATE AGREEMENT made as of the 24th day of June, 1998.
BETWEEN:
World Telehealth. a Company duly incorporated under the laws of
the State of Florida in the United States of America, with its head
office in the City of Tarpon Springs in the State of Florida.
("Telehealth") OF THE FIRST PART
AND:
ExpediaCom Global Inc. a Company duly incorporated under the laws
of the State of Nevada, with its head office in the City of Las Vegas,
in the State of Nevada, U.S.A. ("Expediacom") OF THE SECOND PART
WHEREAS Telehealth is engaged in providing a wide range of
telemedicine services and network related applications on a global
basis;
AND WHEREAS ExpediaCom professes an expertise in consulting
services, contracting services, project management services, and
operational services of telecommunications systems, network centric
applications and information technology, including the management of
business relationships;
THIS AGREEMENT WITNESSES that ExpediaCom hereby agrees to
Associate with Telehealth for the purpose of providing professional
services which, upon completion, shall become the property of
Telehealth upon the following terms and conditions:
1. PROFESSIONAL SERVICES
(a) Under the guidance of Telehealth, ExpediaCom will
perform the following professional services:
(1) Conduct the feasibility study and develop the
business case of the opportunity for Telehealth. This should
include the development of the Strategic Business Plan
including the appropriate marketing and Operations component
plan. This will include the sub-contracting of individuals
and organizations, where appropriate.
(b) Design of the appropriate telecommunications and systems
infrastructure, and the supporting operational processes and
organizations to ensure "best of breed" operations.
(c) Act as the general contractor in the selection of sub-
contractors and suppliers to build the aforementioned designs.
(d) Project Management of the build and implementation
programs, as developed from the previous steps noted above.
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(e) Ongoing management, training and transfer of operational
responsibility to a longer term Telehealth work force and
management team.
(f) Support development of other targeted markets in Canada
and around the world.
(g) In the event that ExpediaCom or Telehealth desire to
change the scope of work as is set out above, then in such event
the following shall occur:
(1) Both parties shall agree in writing to any
amendment to either a segment of paragraph 1 (a) or the
insertion of a new segment;
(2) Remuneration levels will be reviewed and revised in
accordance with the revised scope of work proposed.
(3) A schedule of Statements of Work (Schedule A) will
be attached to this Agreement that defines the events and
costs for each phase of the overall project.
2. DELEGATION
ExpediaCom shall be at liberty to provide additional personnel
whether by way of employee or subcontractor to work on the said project
on the understanding that the compensation set forth above shall be
billable only by Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxx or Xxxx X. Xxxxx on
behalf of ExpediaCom, unless agreed to in writing by Telehealth.
3. TELEHEALTH OBLIGATIONS
Telehealth shall ensure at all times that ExpediaCom has access to
such information, employees of Telehealth, customers of Telehealth or
any other personnel involved in the project as set out in Item 1., as
may be required by ExpediaCom to perform the services set out in Item
1.
4. DURATION OF THIS AGREEMENT
To be negotiated for the final contract.
5. COMPENSATION
To be negotiated for the final contract.
6. BONUS INCENTIVE
To be negotiated for the final contract.
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7. DISBURSEMENTS
Telehealth agrees to reimburse ExpediaCom for out of pocket
disbursements for travel, hotel accommodations, meals, administrative
and other project costs on condition that any single expense which
exceeds Five Thousand ($5,000.00) Dollars is approved in writing and in
advance by Telehealth. Telehealth shall not be responsible for any
single disbursement in excess of Five Thousand ($5,000.00) Dollars to
which it has not given written approval in advance.
8. AMENDMENT OF THIS AGREEMENT
Any changes to this Agreement must be in writing and signed by
both parties in order to be effective. The party wishing to amend this
Agreement shall serve notice on the other party in accordance with the
notice provision set out below.
9. EARLY TERMINATION OF THIS AGREEMENT
To be negotiated for the final contract.
10. EFFECTS OF TERMINATION
Upon termination of this Agreement, as herein above provided,
neither party shall have any further obligation hereunder except for:
(a) obligations accruing prior to the date of termination;
or
(b) obligations, promises, or covenants contained herein
which are expressly made to extend beyond the term of this
Agreement, including, without limitation, confidentiality of
information, and indemnities.
11. NOTICE
Any notice of a proposed amendment or notice of termination, early
or otherwise, as set out in the appropriate sections herein, shall
require Thirty (30) days written notice prior to the date on which the
amendment or termination is to take effect and shall be required in
written form, and delivered to the business address of the parties to
this Agreement set forth below:
ExpediaCom Global Inc.
0000 Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx
X.X.X. 00000
World Telehealth.
Xxx 0000,
Xxxxxx Xxxxxxx, XX
00000
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Any notice which is required to be served under this Agreement
shall be served by registered mail at the address as set forth above
and the party upon whom the notice is being served shall have been
deemed to have received the notice on the fifth day following the day
on which this notice was mailed.
12. CONFIDENTIALITY
Any information discussed at Business Development Meetings or any
other information obtained by ExpediaCom as a result of this Agreement
shall, at all times, be considered confidential. In the course of
performing professional services for Telehealth and during any Business
Development Meetings, ExpediaCom will or have become aware or have
access to financial, business, marketing and other information, data,
reports, tenders, opinions and other materials and documents, tangible
or intangible, oral or written, which is the proprietary information
of Telehealth's clients (Confidential Information).
(a) ExpediaCom agrees to keep in strictest confidence all
Confidential Information (as defined above) which Telehealth may
acquire in connection with or as a result of performance of this
Agreement and agrees not to publish, communicate, divulge or
disclose to any unauthorized third party or parties any
information, without the prior written consent of Telehealth,
during the term of this Agreement or at any time subsequent to it.
(b) ExpediaCom agrees not to use any of the foregoing
Confidential Information except for the furtherance of its
obligations under this Agreement.
(c) Ownership of Intellectual Property resulting from this
engagement will be negotiated as part of the final contract.
13. ASSIGNMENT
No assignment of this Agreement or the rights and obligations
hereunder shall be valid without the specific written consent of both
parties hereto.
14. WAIVER OF BREACH
The waiver by any party of a breach or violation of any provision
of this Agreement shall not operate as, or be construed to be, a waiver
of any subsequent breach of the same or other provision hereof.
15. GENDER AND NUMBER
Whenever the context hereof requires, the gender of all words
shall include the masculine, feminine and neuter and the number of all
words shall include the singular and the plural.
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16. SEVERABILITY
In the event any provision of this Agreement is held to be
unenforceable for any reason, the unenforceability thereof shall not
affect the remainder of this Agreement, which shall remain in full
force and effect and enforceable in accordance with its terms.
17. ARTICLES AND OTHER HEADINGS
The articles and other headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.
18. ENTIRE AGREEMENT
This Agreement supersedes all previous contracts and constitutes
the entire agreement between the parties. No oral statements or prior
written material not specifically incorporated herein shall be of any
force and effect and no changes in or additions to this Agreement shall
be recognized unless incorporated herein by amendment as provided
herein, such amendment(s) to become effective on the date stipulated in
such amendments. Telehealth specifically acknowledges that in entering
into and executing this Agreement, ExpediaCom is relying solely upon
the representations and agreements contained in this Agreement and no
others.
19. INTERPRETATION
It is mutually agreed between the parties that this Agreement
shall be interpreted in accordance with the laws of the State of
Florida and that the jurisdiction for any action commenced by either
party as against the other shall be the appropriate Court at the City
of Tarpon Springs in the State of Florida.
IN WITNESS WHEREOF the parties hereunto affixed their hands and
seals, and the Corporation has hereunto affixed its corporate seal
under the hands of its duly authorized officers in that behalf.
DATED at Tarpon Springs, this day of June, 1998.
SIGNED, SEALED AND DELIVERED )
in the presence of: ) Telehealth.
) Per:
)
) ____________________________
) Xxxxxxx X. Xxxxx, President
------------------------------
) ExpediaCom Global Inc.
) Per:
)
) ____________________________
) Xxxxxx X. Xxxxxx, President
------------------------------
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Schedule A: The Services
The key responsibilities of ExpediaCom pursuant to this Agreement
shall be to consult, research and facilitate the creation of an
operational entity, currently named Telehealth., including but not
limited to the following (the "Services"):
ExpediaCom's Services are documented and the performance of these
Services are measured as follows:
Milestone Service/Result By When Measure
