EXHIBIT 10.14
-------------
AGREEMENT AND LETTER OF INTENT, DATED OCTOBER 16, 0000, XXXXXXX XXX XXXXXXX
XXX XXXX XXXXXXX
October 16, 2002
Xxxxxx X. Xxxxxx
President
Road America
0000 Xxxxxxx Xx.
Xxxxx Xxxxxx, Xxxxxxx 00000
Re: Letter of Intent
Road America
Dear Xxxxxx,
1. This letter serves as a formal agreement and letter of intent to and
between MedStrong International Corporation, hereinafter "MIC", and
Road America, hereinafter "RA". The purpose of this letter of Intent
is to summarize the agreements between the parties will have the
effects of a formal agreement and will work as a permanent agreement
until superseded by another written agreement to the effect.
2. The contents of this Letter of intent are the product of previous
discussions among the parties.
3. OBJECTIVE: To xxxxx XX the rights to represent, promote and sell
MedStrong, Patient Data Quickly (PDQ) medical records online programs
in the described territories.
4. Territory: United States and Canada other territories to be mutually
agreed.
5. Express Exclusions: The parties acknowledge and agree that each has a
business relationship with Mapfre. Any efforts by both parties to
further promote the MIC, PDQ brand with this company will be mutual
written agreement. Map free is therefore, an exclusive medical records
online prospect of MIC.
6. Programs:
The purpose here is to provide various PDQ program options which Road
America can select, that offer or provide tailored solutions to its
varied and diverse prospect and client base.
a. Agent: RA may choose to distribute the PDQ basic medical records
online program for a family of four, annually, in its electronic
form as an agent of the company or
73
b. Direct link: RA may choose to have MIC private label by creating
its own RA splash page with a direct link to MedStrong for actual
customer service.
c. R.A. Website: RA may choose to create its own specific product
brand of medical records online using its own proprietary website
and tying into MedStrong's engine.
The purpose here is to provide program options, which RA can
select, which offer or provide solutions to its varied and
diverse prospect and client base.
7. Payment and Renewal Compensation:
a. Agent, payment and renewal compensation based on following
formula.
(i) MIC desire amount $6.50 per unit. The amount required to
cover cost of plan.
(ii) RA Target price, $1.00 per unit. The amount RA actually pays
each month as their cost of plan(s)
(iii)Renewal, MIC will renew or RA may renew based on negotiated
terms. If MIC renews the company will pay RA a 50% (50%
split of the renewal fee) commission on basic an upgrades
which first must go to settle the short fall between the (1)
desired price and (2) RA's target price.
(iv) Any balance due agent from his commission account, after
adjustment shall be paid to RA on or before March 15, 2003
and on or before each successive March 15.
(v) Agent has no responsibility to satisfy unit shortfall beyond
the renewal account.
b. Direct link, to be negotiated based on anticipated volume.
c. RA website, to be negotiated based on anticipated volume.
8. Term and Termination
a. The initial term of the agreement shall run from November 1,
2002, through November 30, 2005. Unless otherwise terminated
pursuant to the terms hereof, the agreement shall automatically
renew for additional one-year periods.
74
b. Either party, MIC or RA may terminate the agreement, without
cause, at the end of the initial term or any renewal term by
giving written notice of such termination not less than ninety
(90) days prior to the end of the such term.
c. The agreement maybe terminated immediately upon written notice as
follows:
(i) By mutual written agreement of the parties.
(ii) Material breach not cured for a period of 30 days after
notice.
(iii)Either party files bankruptcy becomes insolvent or makes a
general assignment for the benefit of creditors.
9. MIC is a public company and therefore must disclose all material
developments regarding its business. Both RA and MIC agree to release
a mutually agreed news release announcing the letter of intent and any
future agreements.
In witness whereof, this being the agreement between the parties; we hereby
execute this letter of intent.
Medstrong International, Corp.
By:
---------------------------------
Xxxxx Xxxxxx
President
Road America
By:
---------------------------------
Xxxxxx X. Xxxxxx
President
75
