EXHIBIT 10.17
STRATEGIC ALLIANCE AGREEMENT
THIS STRATEGIC ALLIANCE AGREEMENT (this "AGREEMENT") is made and entered
into effective as of February 27, 2006 between BRIDGETECH HOLDINGS
INTERNATIONAL, INC., a company incorporated in the State of Delaware, the United
States of America, with its principal office at 000 X. Xxxxxxxx, 00xx Xxxxx, Xxx
Xxxxx, Xxxxxxxxxx 00000, U.S.A., ("BRIDGETECH"), and THE XX XXXXXXX MEDICAL
FOUNDATION, a non-profit-making organization under the Ministry of Health of the
People's Republic of China, with its registered address at No. 00 Xxxx Xxxxx Xx
Xxx, X0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 ("WJPF").
BRIDGETECH and WJPF are referred to hereinafter jointly as the "Parties"
and individually as a "Party".
WITNESSETH
WHEREAS, WJPF is a foundation whose mission is to unite all medical
professionals inside and outside of China who share an interest in the
development of medicine and health, and to promote healthcare education in
China. This mission is to be furthered by accumulation, consolidation, creation,
preservation and dissemination of healthcare knowledge via the internet, in a
comprehensive range of disciplines, thereby serving the needs and enhancing the
well-being of the citizens of the People's Republic of China (the "PRC"), and
the wider world community;
WHEREAS, BRIDGETECH is introducing world class medical diagnostic and
therapeutic technologies to China for the purpose of maximizing the transfer of
healthcare technology. These technologies represent the latest scientific
discoveries and advances in medicine in the United States and Europe;
WHEREAS, BRIDGETECH and WJPF wish to form a strategic alliance for the
development and operation of the existing Website (xxx.xxxx.xxx) (the "WEBSITE")
of WJPF to provide the best available healthcare information to the people and
medical professionals of the PRC.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
Parties agree as follows.
1. OBJECTIVE OF THE PROJECT
1.1 The purpose of this Agreement is to set out the basic principles on
the basis of which the Parties will jointly develop and operate the
Website so as to provide updated medical and healthcare information
for free to the medical and healthcare professionals and general
public in the PRC (the "PROJECT") with a view to:
(a) remaining objective in the presentation of the website content
and not endorsing any one third party organization over any
other; and
(b) maintaining the non-profit, altruistic vision intended by this
Agreement and refraining the Website from accepting any
contributions that require WJPF or the Website to endorse any
particular product or company unless approval by the Advisory
Committee as contemplated herein.
(c) The website will be a non-profit website. The capital for
building the website will be raised by WJPF through obtaining
donations from local and overseas donors and the donated funds
will be used in accordance with the requirements of the donors.
1.2 The Parties agree that if there is any spin-off business project from
the Website, a contribution from the profits of such business project
shall be made to WJPF in order to support its charitable projects.
2. POWERS AND RESPONSIBILITIES OF THE PARTIES
2.1. WJPF shall:
(a) contribute its relationships with various PRC government
departments and the medical NGO's in China to the Project;
(b) allow the Website as the platform for the WJP Health Knowledge
Dissemination project;
(c) work to identify and secure endorsements from prestigious Chinese
NGO's including medical institutions, research organizations,
medical professional organizations and data content providers for
the Project;
(d) assist, with best efforts, in designing fundraising strategies
for the Project and promote the Website, identify and secure
domestic sponsors;
(e) provide guidance and directions with respect to regulatory issues
in connection with the development and operation of the Website;
(f) secure governmental and media endorsement and promotion for the
Project;
(g) secure all lawful operational conditions as required by PRC
government authorities that are necessary for the operation of
the Website and the implementation of the Project;
(h) select and provide PRC local content, monitor and make sure that
such content is in full compliance with the PRC regulatory
requirements and not infringing upon any third party's
intellectual property rights; and
(i) retain the right to approve all content to be made available on
the Website and the final right to approve any and all decisions
deemed to have any potential impact upon the reputation, name or
good standing of WJPF.
2.2. BRIDGETECH shall:
(a) commit to provide funds required for the development and
operation of the Website during the first three years of the
Project Term (as defined below) ("INITIAL Period"), which may
also be raised by BRIDGETECH from sponsors. Funding requirements
for the Website for the first year of the Initial Period is
outlined in the budget attached to this Agreement as Exhibit A;
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(b) select and provide U.S. medical content for the Website and
ensure that such content can be put on the Website with consent
from and/or licensing arrangement with the intellectual property
rights holders of the content;
(c) work to secure the top U.S. medical institutions, research
organizations and medical professional organizations to endorse
the Project;
(d) work to secure initial and subsequent sponsors to fund the
ongoing operation of the Website;
(e) provide the website design, support and development expertise
necessary for the operation of the Website commencing from the
date of this Agreement; and
(f) prepare a work plan that will govern the website design, profile
and functionality of the Website after the date of this
Agreement. The plan will contain programs for the Website to
sustain itself financially after the Initial Period.
3. MANAGEMENT AND OPERATION OF THE WEBSITE
3.1 The Parties shall form an advisory committee (the "ADVISORY
COMMITTEE") that will have the exclusive right to determine the
directions of development, management and operation of the Website and
will in general be responsible for the major decisions in the normal
business operation of the Website. For the avoidance of doubt, the
Advisory Committee shall exercise its powers to maintain the
non-profit, altruistic vision of the Website as contemplated in
Article 1.1 of this Agreement.
3.2 The Advisory Committee shall consist of four members, of whom two
members will be appointed by BRIDGETECH (the "BRIDGETECH
REPRESENTATIVES") and two members will be appointed by WJPF (the "WJPF
REPRESENTATIVES"). The BRIDGETECH Representatives and the WJPF
Representatives are hereinafter referred to collectively as the "THE
REPRESENTATIVES". The initial BRIDGETECH Representatives shall be
XXXXXXX X. XXXXXXX and XXXXXX X. XXXX III and the initial WJPF
Representatives shall be Xx. Xxxx Jun and Xx. Xx He.
Each Representative shall be appointed for a term of three (3) years
and may serve consecutive terms if reappointed by the Party originally
appointing him. If a seat on the Advisory Committee is vacated by
retirement, resignation, illness, or death of a Representative or by
the removal of such Representative by the Party which originally
appointed him, the Party which originally appointed such
Representative shall appoint a successor to serve out such
Representative's term.
3.3 The first Advisory Committee meeting shall be held within two (2)
months from the date of this Agreement. Any sponsorship agreements
that have been entered into by BRIDGETECH on behalf of WJPF prior to
the date of this Agreement shall be ratified by the Advisory Committee
at the first Advisory Committee meeting.
3.4 Each Representative shall have one vote on all matters requiring the
approval or action of the Advisory Committee. A quorum for any meeting
of the Advisory Committee shall
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consist of a majority of the Advisory Committee and shall include one
Representative appointed by each Party.
3.5 The head of the Website team shall be appointed by the Advisory
Committee, and the rest of the Website team shall be appointed by the
head of the Website team. The Chairman of the Advisory Committee shall
be appointed by WJPF.
3.6 The Advisory Committee shall have the following powers:
(a) exercise its power to develop and operate the Website in such a
manner that the Website shall be maintained its non-profit and
altruistic vision as stated in Article 1.1 above;
(b) review, approve and adopt the business plan (including a budget
for the same period covered by the business plan) ("BUSINESS
PLAN") of the Website on an annual basis, with the exception of
the Business Plan for the first year of the Initial Period (the
"INITIAL BUSINESS PLAN") which has already been agreed by the
Parties prior to the date of this Agreement and shall be adopted
by the Advisory Committee at its first meeting, and amend the
Business Plan if required;
(c) decide the timetable for remitting funds from the Website's bank
account overseas (as stipulated in Article 3.9 below) as required
by the operation of the Website;
(d) ratify the sponsorship agreements that BRIDGETECH has signed on
behalf of WJPF prior to the date of this Agreement;
(e) evaluate the potential sponsors proposed by either Party and/or
generated by the Website itself and enter into appropriate
sponsorship agreement with the approved potential sponsors;
(f) decide the signing authority for the Website's bank accounts as
referred to in Article 3.9 below;
(g) review and approve the draft agreements to be entered into by
WJPF and the relevant intellectual property rights holders of the
content;
(h) review and approve the website design for the Website.
(i) approve the content of the Website to ensure that the objective
stated in Article 1.1 will be achieved and maintained; and
(j) decide other matters arising from the daily operation of the
Website.
3.7 The accounting year end of the Project shall be the same as the fiscal
years of the Website.
3.8 The Website's financial accounts will be maintained in accordance with
U.S. and PRC generally accepted accounting principles. Each Party will
be entitled to require the Website to provide to it all such
information as may be required for the purposes of the
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preparation of their respective accounts in accordance with such
generally accepted accounting principles and the requirements of the
law applicable in their respective jurisdictions. Each Party will be
entitled to receive all such information relating to the affairs of
the Project as may be requested at any time and from time to time by
any Party. The Website will provide to the Parties regular and
periodic reports on the activities, operations, financial and other
affairs of the Website.
3.9 WJPF shall open one bank account in the PRC that is independent and
separate from its bank account(s) for receiving funds from PRC
domestic sponsors (if any) and for daily operation of the Website, and
BRIDGETECH shall open one bank account overseas for receiving funds
from sponsorship overseas and for daily operation of the Website. The
signatories for the operation of these bank accounts shall be
determined by the Advisory Committee. The monthly bank statements of
these bank accounts shall be submitted to the Advisory Committee for
its review.
4. LINKING ARRANGEMENT
4.1 Subject to the provisions of this Agreement, each Party (the "LINKED
PARTY") shall grant to the other Party (the "LINKING PARTY")
permission to place a hypertext link on the other Party's website as
follows:
(a) the Universal Resources Locator ("URL") of the location of the
link on BRIDGETECH's website is xxx.xxxx.xxx and on Website is
"xxx.xxxx.xxx";
(b) the URL of the webpage on BRIDGETECH's website to be
linked:xxx.xxxx.xxx; and on Website to be linked: xxx.xxxx.xxx;
and
(c) the hypertext links shall be in the respective form of BRIDGETECH
and WJPF logo set out in the Appendix B hereto (together the
"Logos" and each the "Logo").
4.2 The Linked Party shall grant the Linking Party the right to use its
Logo on the Linking Party's website as a hypertext link to the Linked
Party's website in accordance with Article 4.1. The Linked Party's
Logo shall not be altered in any way and may only be used on the
Linking Party's website as a hypertext link and for no other purpose.
4.3 Other than as expressly set out in this Agreement, Linking Party does
not obtain or acquire any trade xxxx, copyright or other intellectual
property rights by the permission granted. All right, title and
interest in such trade xxxx, copyright or other intellectual property
rights shall remain vested in the Linked Party.
4.4 The Linked Party reserves the right to change its website at any time
without notice. The Linked Party has no obligation to update the
materials on its website. It is the responsibility of Linking Party to
continuously verify its links to the Linked Party's website.
4.5 The Linking Party shall not capture the Linked Party's website,
subpage or content within its frames or otherwise present the Linked
Party's website, subpage or content as its own.
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The Linking Party's link to the Linked Party's website, subpage or
content should open a new window displaying the Linked Party's website
in the client browser or be a full forward link that passes the client
browser to the Linked Party's website unencumbered.
4.6 Except as provided in Article 4.1, the Linking Party shall not link to
individual graphics, tables or other information within the Linked
Party's website, subpage or content. Such an action will be treated by
the Linked Party as exceeding the permission granted by this Agreement
and a misuse of the Linked Party's website, subpage or content, and
the associated computer system.
5. TERM AND TERMINATION
5.1 The Project will have a cooperation term of 10 years (the "PROJECT
TERM"), at the end of which time the Project Term may be extended for
additional five (5) year terms (all such renewal terms shall be
considered part of the "Project Term"), unless either Party notifies
the other Party in writing no later than 60 days before the end of the
Project Term that it does not wish to extend the Project Term.
5.2 Either Party may terminate this Agreement prior to the expiration of
the Project Term by issuing a thirty (30) day prior written notice to
the other Party:
(a) if the other Party has materially breached this Agreement and
such breach has not been cured within thirty (30) days of written
notice of the breach;
(b) if the Advisory Committee decides that the Website has failed to
maintain the objective referred to in Article 1.1 of this
Agreement, and the Parties cannot reach an agreement as to
correct the situations within thirty (30) days after one Party
has served written notice on the other Party requesting the
commencement of discussions;
(c) if PRC law has changed in such a way that the Project is no
longer permitted; or
(d) if the conditions or consequences of Force Majeure (as
hereinafter defined) prevail with the result of a major
impairment to the functioning of the Project for a period in
excess of six (6) months and the Parties have not been able to
find an equitable solution pursuant to Article 10.2 hereof.
5.3 If this Agreement is terminated prior to the expiration of the Project
Term due to reasons referred to in Article 5.2(a), the liabilities
arising from the breach of contract shall be borne by the Party in
breach as provided in this Agreement.
5.4 If this Agreement is terminated prior to the expiration of the Project
Term, all the agreements regarding the intellectual property rights of
the content sourced overseas by BRIDGETECH shall be terminated
forthwith automatically.
6. REPRESENTATIONS AND WARRANTIES
6.1 The Parties shall each represents and warrants to the other Party
that:
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(a) it is a company or an entity (as the case may be) duly
incorporated or established (as the case may be) and validly
existing under the laws of its jurisdiction of incorporation or
establishment (as the case may be);
(b) it has the legal right and full power and authority to enter into
and perform its obligations under this Agreement which when
executed will constitute valid and binding obligation on it, in
accordance with the terms hereof;
(c) the execution and delivery of, and the performance by it of its
obligations under, this Agreement has been duly authorized and
approved by all necessary corporate or organization action and no
other corporate or organization approval (including shareholder
approval) is required by it;
(d) the execution and delivery of, and the performance by it of its
obligation under, this Agreement will not result in a breach of
any provision of its organizational documents; and
(e) there are no suits, proceedings, judgments, rulings or orders by
or before any governmental authority, court or arbitrator,
pending or threatened against it that challenge or may have the
effect of preventing, delaying, making illegal or otherwise
interfering with the Project contemplated by this Agreement.
6.2 WJPF hereby further represents and warrants to BRIDGETECH that:
(a) it has acquired and presently possesses the exclusive right to
own, develop and operate the Website and will maintain such
exclusive right during the Project Term;
(b) it has already applied for and secured all lawful operational
conditions as required by PRC government authorities that are
necessary for the operation of the Website and the implementation
of the Project and shall, at its own expense, maintain the
validity of such operational conditions during the Project Term;
(c) it knows of no actual or potential claim, by any government or
political department, military unit, organization or an entity in
any form, or any individual, that such party has the right to
use, occupy or control the Website or any part thereof or
otherwise directly or indirectly subject WJPF's right to own,
develop and operate the Website to any conditions except for
those specified herein;
(d) WJPF's interest in the Website will be free from and clear of any
third party rights; and
(e) as of the date of this Agreement, the layout, design and content
of the Website are in full compliance with the PRC regulatory
requirements.
7. CONFIDENTIALITY
7.1 Prior to and during the process of finalizing this Agreement, each
Party has disclosed or may disclosed confidential and proprietary
information to the other Party. In addition,
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the Parties may, from time to time during the Project Term, obtain
confidential and proprietary information of the other Party in
connection with the development and operation of the Website. Each of
the Parties receiving such information shall, during the Project Term
and for three (3) years thereafter,
(a) maintain the confidentiality of such information; and
(b) not disclose it to any person or entity, except to their
employees who need to know such information to perform their
responsibility.
7.2 The provisions of Article 7.1 above shall not apply to information
that:
(a) can be shown to be known by the receiving Party's written records
made prior to disclosure by the disclosing Party;
(b) is or becomes public knowledge otherwise than through the
receiving Party's breach of this Agreement; or
(c) was obtained by the receiving Party from a third party having no
obligations of confidentiality with respect to such information.
7.3 Each Party shall advise its directors, officers and other employees
receiving such information of the existence of and the importance of
complying with the obligations set forth in this Article 7.
7.4 Each of the Parties shall formulate rules and regulations to cause its
directors, officers and other employees and those of their affiliates,
also to company with the confidentiality obligation set forth in this
Article 7.
7.5 Unless otherwise mutually agreed in writing by the Parties, this
Article and the obligations and benefits hereunder shall survive for
three (3) years after the expiration or early termination of this
Agreement, notwithstanding the termination or rescission of this
Agreement.
8. PRESS RELEASE AND ANNOUNCEMENTS
BRIDGETECH and WJPF agree that no public release or announcement concerning
the Project shall be issued or made by or on behalf of any Party without
the prior consent of the other Party, except that either Party may, as
required by the respective local law and policy, make announcements that
such Party reasonably may determine are necessary to comply with applicable
law. WJPF acknowledges and agrees that BRIDGETECH may be required to
announce the terms of this Agreement and make publicly available this
Agreement and that no breach of this Article 8 shall be deemed to result
therefrom. Notwithstanding the foregoing, BRIDGETECH and WJPF shall
cooperate to prepare a joint press release to be issued in connection with
the entering into this Agreement.
9. INDEMNIFICATION
Each Party (the "INDEMNIFYING PARTY") shall defend, indemnify, and hold the
other Party (the "INDEMNIFIED PARTIES"), harmless from and against any and
all liabilities, judgments, losses,
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actual damages, costs, and expenses (including without limitation
reasonable attorneys' and experts' fees) which any or all of them may
hereafter incur themselves or pay out to another by reason of any claim,
suit, or proceeding brought by a third party, that arises out of or relates
to (i) a material breach of any representation, warranty, covenant,
obligation or other provision of this Agreement by the Indemnifying Party
or (ii) any other breach, except to the extent caused by the gross
negligence or willful misconduct of an Indemnified Party.
10. FORCE MAJEURE
10.1 "Force Majeure" shall mean all events which are beyond the control of
the Parties to this Agreement, and which are unforeseen, unavoidable
or insurmountable, and which arise after the date of this Agreement
and which prevent total or partial performance by either Party. Such
events shall include earthquakes, typhoons, flood, fire, war,
epidemics, civil disturbances, strikes or any other events which
cannot be foreseen, prevented or controlled, including events which
are accepted as force majeure in general international commercial
practice.
10.2 If an event of Force Majeure occurs, a Party's contractual obligations
affected by such event under this Agreement shall be suspended during
the period of delay caused by the Force Majeure and shall be
automatically extended, without penalty, for a period equal to such
suspension.
The Party claiming Force Majeure shall promptly inform the other Party
in writing and shall furnish within fifteen (15) days thereafter
sufficient proof of the occurrence and duration of such Force Majeure.
The Party claiming Force Majeure shall also use all reasonable
endeavours to terminate the Force Majeure.
In the event of Force Majeure, the Parties shall immediately consult
with each other in order to find an equitable solution and shall use
all reasonable endeavours to minimize the consequences of such Force
Majeure.
11. DISPUTE RESOLUTION.
11.1 In the event a dispute arises between the Parties in connection with
the interpretation, implementation, performance, observance, breach or
violation of the terms, provisions and conditions of this Agreement,
the Parties shall attempt in the first instance to resolve such
dispute through friendly consultations.
11.2 If the dispute is not resolved in this manner within thirty (30) days
after one Party has served written notice on the other Party
requesting commencement of such consultations, then either Party may
submit the dispute to China International Economic and Trade
Arbitration Commission ("CIETAC") in Beijing, the PRC for binding
arbitration, which shall be conducted in accordance with CIETAC's
arbitration rules in effect at the time of such submission for
arbitration.
11.3 There shall be three (3) arbitrators. The Parties agree that WJPF
shall select one (1) arbitrator, BRIDGETECH shall select one (1)
arbitrator and CIETAC shall select a person to be the third
arbitrator.
11.4 The arbitration proceedings shall take place and be recorded in both
English and Chinese.
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11.5 The arbitration decision shall be final and binding on the Parties and
the Parties agree to be bound thereby and to act accordingly.
11.6 The costs of the arbitration shall be borne by the Parties as decided
in the arbitration award.
12. MISCELLANEOUS PROVISIONS
12.1 This Agreement shall be binding on and inure to the benefit of the
Parties and their respective successors and permitted assigns.
12.2 This Agreement shall not be assigned in whole or in party by either
Party without the prior written consent of the other Party.
The provisions on assignment set forth in this Article 12.2, Paragraph
1 shall not apply to any assignment by BRIDGETECH of its interest in
this Agreement to any of its subsidiaries in China.
12.3 Each notice, communication and delivery under this Agreement (i) shall
be made in writing signed by the Party making the same, (ii) shall
specify the Article of this Agreement pursuant to which it is given,
(iii) shall be given either in person or by telecopier, effective upon
such delivery or the confirmed transmission and (iv) if not given in
person, shall be sent to the applicable Party at the address set forth
below (or at such other address as the applicable Party may furnish to
the other Party pursuant to this subsection) by international courier
delivery service, effective upon the second business day after such
notice is deposited, delivery charges pre-paid, with such
international courier delivery service. Each Party's notice
information is as follows:
BRIDGETECH:
Bridgetech Holdings International, Inc.
000 X. Xxxxxxxx, 00xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000 XXX
Attn: Xxxxxx X. Xxxx III
Phone: 000-000-0000
Fax: 000-000-0000
WITH A COPY TO:
Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000 XXX
Attn: X. Xxxx Xxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
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WJPF:
The Xx Xxxxxxx Medical Foundation
No. 33 Xxxx Xxxxx An Jie
D4304 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 000000
Attn: Xx. Xxxx Jun
Phone: 010-65136624-85110136
Fax: 000-00000000
Either Party may modify any information specified in this Article 12.3
by giving written notice to the other Party.
All written communications made as provided in Article 12.3 shall be
deemed given upon receipt by the Party to which it is addressed,
which, in the case of facsimile, shall be deemed to occur by the close
of the business day in the place of receipt on which the same is
transmitted or such earlier time as is confirmed by the receiving
Party.
12.4 The invalidity of any provision of this Agreement shall not affect the
validity of any other provisions of this Agreement.
12.5 This Agreement shall only be amended upon the written agreement of
each Party hereto. Failure or delay on the party of either Party
hereto to exercise a right, power or privilege under this Agreement
shall operate as a waiver thereof; nor shall any single or partial
exercise of a right, power or privilege preclude any other future
exercise thereof.
12.6 Except to the extent contemplated by this Agreement, nothing in this
Agreement shall create or be deemed to create a partnership or
STRATEGIC ALLIANCE between the Parties and except to the extent
expressly specified in this Agreement no Party will or is entitled to
act as agent for any other Party.
12.7 This Agreement shall be governed by the laws of the PRC which are
published and publicly available, but in the event that there is no
published and publicly available law in the PRC governing a particular
matter relating to this Agreement, reference shall be made to general
international commercial practices.
12.8 This Agreement shall be executed by the Parties in both English and
Chinese. Both versions are equally valid.
(Signature page follows.)
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date
first above written.
BRIDGETECH HOLDINGS INTERNATIONAL, INC.
/s/ Xxxxxx X. Xxxx III
----------------------------------------
Name: Xxxxxx X. Xxxx III
Position: President and COO
THE XX XXXXXXX MEDICAL FOUNDATION
By: /s/ Fang Jun
------------------------------------
Name: Fang Jun
Position: Secretary General
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APPENDIX A
Budget Estimate for the First Year - Xx Xxxxxxx Web Portal Project
Resources (30-35 Resources) US$175,000.00
Operations US$ 50,000.00
Content Research & Licensing US$ 75,000.00
Hardware & Software US$100,000.00
Marketing TBD
TOTAL BUDGET US$400,000.00
APPENDIX B
LOGOS
WJPF
[Xx Xxxxxxx Medical Foundation Logo.]
BRIDGETECH
[Bridgetech Holdings International, Inc. Logo.]
