Exhibit 4.2
MARKETING SERVICE AGREEMENT
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THIS MARKETING SERVICE AGREEMENT is made effective this 1st day ofJanuary, 2002
by and;
BETWEEN:
HYE XXXXX XXXX of #0000-000 Xxxxxxxx Xxxx, Xxxxxxxxx, XX, Xxxxxx X0X 0X0
(HEREINAFTER REFERRED TO AS "CONSULTANT")
AND:
MERIDIAN CO., LTD., OF 9FL., SEOIL XXXX. 000, XXXXXXXXX-XXXX, XXXXXX-XX
XXXXX, XXXXXXXX OF KOREA
(HEREINAFTER REFERRED TO AS "MERIDIAN")
WHEREAS:
A. MERIDIAN is engaged in the research, development, manufacturing and
sales of medical devices mainly for the Oriental and
Natural/Alternative Medicine;
B. CONSULTANT provides professional marketing services in the North
America market; and
C. MERIDIAN considers it to be in its best interest to engage CONSULTANT
to receive marketing consulting services for its products in North
America on the terms and subject to the conditions hereinafter set
forth.
NOW THEREFORE THIS AGREEMENT WITNESS THAT THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. ENGAGEMENT
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1.1 Subject to the terms and conditions hereof, MERIDIAN hereby engages
CONSULTANT to receive the marketing consulting services set out in Section
2.1 hereof (the "Services").
1.2 CONSULTANT's obligation to perform the Services shall commence following
the completion of the list of the Services, and will continue from the
Effective Date until terminated in accordance with Article 4 hereof (the
"Term").
2. SERVICES
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2.1 Establish public relations methodology designed to increase awareness of
MERIDIAN and its products within the North American Region.
2.2 Prepare the marketing plan and disseminate information to the market place,
which information has been provided by MERIDIAN.
2.3 Expose MERIDIAN to a broad network of distributors and retail chains.
2.4 Conduct marketing campaigns.
2.5 Advertise the products of XXXXXXX by various methods.
3. CONSIDERATION
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3.1 In consideration for the Services, MERIDIAN shall pay CONSULTANT the
minimum monthly retainer of $10,000 US or number of the MERIDIAN's common
shares equivalent to the value of $10,000 US invoiced in advance each
month.
4. EXPENSES AND COSTS
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4.1 Company shall pay all costs and expenses incurred by CONSULTANT, its
directors, officers, employees, and agents, in carrying out its duties and
obligations pursuant to the provisions of this Agreement, excluding
CONSULTANT's general and administrative expenses and costs, but including
and not limited to the following costs and expenses:
a. Travel expenses, including, but not limited to transportation, lodging and
food expenses, when such travel is conducted on behalf of the Company. (If
requested)
b. Seminars, expositions, marketing campaign.
c. Radio and television time and print media advertising costs.
d. Subcontract fees and costs incurred in preparation of research reports.
e. Cost of on-site due diligence meetings.
f. Printing and publication costs of brochures and marketing materials.
g. Postage on all packages mailed.
4.2 All expenses and costs shall be paid by cash or number of the MERIDIAN's
common shares equivalent to the value of total cost.
5. TERMINATION AND RENEWAL
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5.1 This agreement may be terminated by MERIDIAN upon the occurrence of any
default by CONSULTANT by giving written notice to CONSULTANT by giving
written notice to CONSULTANT specifying the nature of the default. A
default will be defined as the occurrence of any one ore more of the
following:
a. CONSULTANT fails to perform any of the Services in the manner or
within the time required herein or commits or permits a breach of
or default in any of CONSULTANT's covenants, duties or
obligations hereunder; or
b. MERIDIAN acting reasonably determines that CONSULTANT or any of
its principals, directors, officers, agents or employees has
acted, is acting or is likely to act in a manner detrimental to
MERIDIAN or has violated the confidentiality of any information
as provided for in this agreement.
5.2 This agreement may be renewed for consecutive one year terms, on an annual
basis, as agreed to by both parties at the end of the Term.
6. CONFIDENTIALITY
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6.1 All reports, documents, concepts and products together with any business
contracts or any business opportunities prepared, produced, developed or
acquired by CONSULTANT, directly or indirectly, in connection with
CONSULTANT performing the Services (collectively, the "Work Product") will
belong exclusively to MERIDIAN which will be entitled to all rights,
interest, profits or benefits in respect thereof.
6.2 No copies, summaries or other reproductions of any Work Product shall be
made by CONSULTANT without the express permission of MERIDIAN, provided
that CONSULTANT is given permission to maintain one copy of the Work
Product for its own use.
6.3 CONSULTANT will not disclose any information, documents or Work Product
which is developed by CONSULTANT or to which CONSULTANT may have access by
virtue of its performance of the Services to any person not expressly
authorized by MERIDIAN for that purpose. CONSULTANT will comply with such
directions as MERIDIAN may make to ensure the safeguarding or
confidentiality of all such information, documents and Work Product.
7. LAW
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7.1 This agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia and the parties hereby irrevocably
attorn to the courts of such Province.
IN WITNESS THEREOF, the parties above have caused this Agreement to be duly
executed, as of the day and year set out below.
HYE XXXXX XXXX
/s/ HYE XXXXX XXXX
______________________ Date: January 1, 2002
MERIDIAN CO., LTD.,
By: /s/ Xxxxx Xxxxx Xxxxxx
____________________________________
Xxxxx Xxxxx Myeong, CEO/President Date: January 1, 2002
