Exhibit 10.11
HealthLink Services Wholesale Marketing Agreement
This agreement is made as of the 3rd day of January, 2000 by and between
HealthLink International, Inc., a Nevada corporation, 000 Xxxxxxxx Xx. Xxxxx 000
Xxxxxxxxxxx, XX 00000 (hereinafter "HLI") and Purchase Plus Buyers Group, Inc.,
a Ohio corporation, 000 Xxxxxxxx Xx., Xxxxx 000 Xxxxxxxxxxx, XX 00000
(hereinafter "PPBG")
WHEREAS, HLI markets certain discount health-related and other services at
wholesale for resale to consumers who may access services utilizing a
membership card; and
WHEREAS, PPBG markets discount services on a membership basis through a
nationwide organization of independent marketing associates utilizing a
network marketing program; and
WHEREAS, by agreement dated as of July 1, 1999, the parties contracted for
PPBG to offer certain HLI services through it's independent marketing
associates; and
WHEREAS, the parties now desire to revise and restate the referenced
agreement, effective from the day and year first written above.
Therefore in consideration for the foregoing and for other mutual
consideration set forth herein, the parties now agree as follows:
AGREEMENT
1. HLI Duties:
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A. Services: FILl will make the following discounted services available for
marketing and resale to and by authorized independent associates of PPBG:
o Pharmacy (Retail and Mail Order)
o Dental
o Vision
o Hearing
o Chiropractic
o 24-Hour Nurse Line
o Medical I.D. Card
o Prepaid Legal Club
B.Service Period: Discounted services will be provided by HLI on a periodic
fee per member basis utilizing a 13-month service period.
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HealthLink Services Wholesale Marketing Agreement
C. Network Marketing Exclusive: HLI warrants that during the term of
this Agreement, it's services will not be made available for marketing
resale through any network marketing company or organization other
than PPBG.
2. PPBG Duties:
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A. Fee For Services: PPBG will pay to I-ILl a $40 fee for each of its
customers and independent marketing associates who purchase HLI
services. The fee will be renewable on a 13-month periodic basis for
each customer or independent associate who renews such services.
B. Customer Information: PPBG will provide its customers and
associates who purchase HLI services with a member card and
information booklet outlining and describing the services and
benefits.
C. Advance Payment: In consideration for the exclusive nature of the
marketing rights of this Agreement PPBG will make payment to HLI in
the amount of $400,000.00, representing an advance on fees payable for
the first 10,000 customers and associates who purchase or renew HLI
services during the term of this Agreement.
D. Minimum Guarantee: In further consideration for the exclusive
nature of the rights granted herein, PPBG guarantees that by or before
December 31, 2000, it will pay to HLI hereunder fees representing a
minimum aggregate total count of 100,000 purchases and or renewals of
HLI services by PPBG customers or independent marketing associates.
3. Term and Termination:
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A. Term: The term of this Agreement shall be for a period of two (2)
years commencing on the date first set forth above and ending on
December 31,2001. Thereafter, this Agreement shall be automatically
renewed for successive terms of one year each unless and until
terminated by either party in accordance with section 3.B. below.
B. Termination: After the first year of the initial term hereof, this
Agreement may be terminated by either party without cause upon giving
the other party not less than 90 days written notice of its election
to terminate.
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HealthLink Services Wholesale Marketing Agreement
4. Confidentiality:
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The parties acknowledge that in carrying out their mutual obligations
hereunder, they will receive and have access to confidential and
proprietary business information and know-how of one another. Such
information may include, but is not limited to marketing methods,
techniques, technology, and lists of names, addresses or other
identifying data regarding customers or independent marketing
associates, their purchasing or sales performance or their commission
income. The parties agree to keep and maintain such information on a
confidential and proprietary basis and to make no disclosure of any
such information or the terms of this Agreement except as required by
binding legal process or by prior agreement of the parties. The
provisions of this section 4 shall survive termination of this
Agreement by either party.
5. Independent Contractor Status:
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The parties acknowledge and agree that providers performing the
health-related services and other services accessible through HLI
membership are independent contractors for purposes of this Agreement
and for purposes of providing services to such members including
customers and independent associates of PPBG. Moreover, HLI and PPBG
recognize that they are separate and independent entities. As such
they agree to perform their duties hereunder as independent
contractors. Nothing in this Agreement shall be deemed to, nor shall
it create, the relationship of principal and agent, master and
servant, partners or joint ventures between FILl and PPBG.
6. Miscellaneous Provisions:
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A. Amendment: This Agreement cannot be amended except by a written
instrument executed by authorized officers of both parties.
B. Assignment: The rights and obligations of either party under this
Agreement may be assigned only upon written agreement of the other.
C. Entire Agreement: This agreement and any attachments hereto
represents the entire agreement of the parties and supercedes any and
all previous agreements, oral or written, between the parties covering
the subject matter hereof.
D. Governing Law: This Agreement, having been entered into in the
state of Ohio, shall be governed by and construed according to the
laws of the state of Ohio.
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HealthLink Services Wholesale Marketing Agreement
E. Indemnification: Each party hereto shall indemnify, hold harmless,
and defend the other and its officers, directors, shareholders,
employees, agents, licenses and assigns from any and all claims,
actions, suits, costs, liabilities, judgments, losses, penalties,
expenses, or damages of any kind and nature whatsoever imposed on or
incurred by any indimnitee arising out of any breach or alleged breach
of any representation, warranty or obligation made by such party
pursuant to this Agreement. Such indemnification shall include payment
of reasonable attorney fees necessary for defense of any such claim.
In witness WHEREOF, the undersigned parties have duly executed this Agreement
this 26 Day of January, 2000.
HealthLink International, Inc. Purchase Plus Buyers Group, Inc.
By /s/ Xxxxxxxx X. Xxxxxxx By /s/ Xxx Xxxxxxxx
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Xxxxxxxx x. Xxxxxxx Name /s/
President/CEO ---------------------------------
Title CFO
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