Exhibit 10.10
CONSULTING AND MARKETING SERVICES AGREEMENT
This Agreement is made effective as of December 20, 1999, by and between,
Healthlink International, Inc., a Nevada corporation, of 000 Xxxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxxxxx, Xxxx 00000, and Xxxxx X. Xxxxx, M.D. (H.), of Insight
Consulting Services, P. 0. Xxx 00000, Xxxxxx, Xxxxxxx 00000-0000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "Healthlink", and the party who will be providing the services
shall be referred to as "Stoff".
Stoff is a physician who has a background in Conventional Medicine including
Clinical Immunology, Alternative Medicine including Homeopathy, Dietary
Supplement Formulation and Application, Homeopathic Medicine Formulation and
Application and other related areas.
Healthlink intends to distribute and sell in the United States the products
described in Exhibit A attached (the "Products") and desires to engage the
services of Stoff in connection with its distribution and sales.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Stoff will provide the following services from and
after December 20, 1999 with respect to Products currently marketed by
Healthlink:
A) Consulting from time to time with respect to formulation of products.
B) Qualifying, describing and explaining the features, benefits,
applications and uses of the products, extracts or other active
ingredients thereof.
C) Generally describing his pertinent clinical observations as
appropriate.
D) Endorsing, sharing, and popularizing the products.
2. ADDITIONAL PRODUCTS. In the event Healthlink contracts with Quantum Research,
Inc. for the right to distribute and sell additional products containing
extracts intended to improve immune system performance, the Parties shall
execute an Addendum to this Agreement to modify the definition of Products to
include such additional products and the services of Stoff to be provided
hereunder shall be deemed to include such additional products.
3. PERFORMANCE OF SERVICES. Stoff will provide five (5) personal engagements per
year as specified by Healthlink, with adequate notice to avoid scheduling
conflicts. Each such engagement may involve one or more appearances per day by
Stoff endorsing and promoting the products at meetings or conferences of
Healthlink or its affiliate companies sales associates. Stoff will make himself
available to engage in up to 10 telephone conference calls annually as a
participant from a location of his choosing, such participation not to exceed
90 minutes per conference. Stoff will also participate in the development of
audio and video tapes and related printed literature describing and promoting
the products.
4. PAYMENT. During the term of this Agreement and for so long thereafter as
Healthlink or its successors shall continue to distribute and sell the Products
(or additional products), Healthlink will pay to Stoff for the Services a fee of
$0.50 per unit of product purchased by Healthlink from Quantum Research, Inc.
("Product Fee"). This fee shall be payable monthly, no later than the 10th day
of the month following the purchase by Healthlink and delivery from Quantum
Research, Inc. In addition, Healthlink will pay to Stoff a fee of $.25 per audio
or video tape produced and sold pursuant to paragraph 1 above ("Tape Fee"). Such
pa~ments shall be made with appropriate information reporting on or before the
10 day of the month following sale by Healthlink. Should Healthlink elect to
give such tapes away without charge for any reason, the same payment
requirements will apply. The payments set forth in this paragraph 4 constitute
the complete compensation and entire consideration to be paid to Stoff for any
services provided hereunder.
5. EXPENSE REIMBURSEMENT. Stoff shall be entitled to reimbursement for expenses
associated with respect to providing any services required herein: Healthlink
shall reimburse Stoff the maximum rates specified in 41 Code of Federal
Regulations Chapter 301 for reimbursement of per diem expenses incurred during
travel with the continental United States plus the actual cost of travel to and
from the destination. In the absence of per diem guidelines, actual cost shall
be reimbursed upon presentation of appropriate documentation. Xx. Xxxxx shall
furnish Healthlink with such records and other documentary evidence as is
customarily sufficient to satisfy the requirements for substantiation of such
expenditures as an income tax deduction (or capitalization) pursuant to
applicable laws and/or regulations. All air travel shall be "First Class".
6. SUPPORT SERVICES. Healthlink will provide audiovisual equipment necessary to
support lectures and presentations.
7. NEW PROJECT APPROVAL. Stoff and Healthlink recognize that StofFs Services may
include working on various projects for Healthlink. Stoff shall obtain the
approval of Healthlink prior to the commencement of a new project.
8. TERM/TERMINATION. This Agreement may be terminated by either party upon 30
days written notice to the other party, except that if Stoff has performed all
the services required by the agreement and Healthlink still wishes to terminate
the agreement, the Tape Fee provided in paragraph 4 above shall continue to be
paid to him under the same terms and conditions as outlined herein as long as
audio, video or printed marketing materials produced with Stoff's participation
hereunder are utilized by Healthlink. The termination of this Agreement shall
not affect Healthlink's obligation to pay the Product Fee provided in paragraph
4 above.
9. RELATIONSHIP OF PARTIES. It is understood by the parties that Stoff is an
independent contractor with respect to Healthlink, and not an employee of
Healthlink.
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Healthlink will not provide fringe benefits, including health insurance
benefits, paid vacation, or any other employee benefit, for the benefit of
Stoff.
10. DISCLOSURE. Stoff is required to disclose any outside activities or
interests, including ownership or participation in the development of prior
inventions that conflict or may conflict with the best interests of Healthlink.
Prompt disclosure is required under this paragraph if the activity or interest
conflicts with or otherwise relates directly or indirectly, to:
- a product or product line of Healthlink
- any activity that Stoff may be involved with on behalf of Healthlink
Stoff herein discloses and Healthlink acknowledges that he supports and
promotes the product Biomune OSF Plus marketed byMatol Botanical
International, Ltd. of Montreal, Canada.
11. iNJURIES. Stoff acknowledges his obligation to obtain appropriate insurance
coverage. Staff waives any rights to recovery from Healthlink for any injuries
that Stoff may sustain while performing services under this Agreement and that
are a result of the negligence of Stoff.
12. ASSIGNMENT. The obligations of Stoff and Healthlink under this Agreement may
not be assigned or transferred to any other person, firm, or corporation without
the prior written consent of Healthlink or Stoff, as the situation may dictate.
13. CONFIDENTIAlITY. Healthlink recognizes that from time to time Stoff has and
will have access to the following types of information:
- prices
- costs
- future plans
- business affairs
- process information
- trade secrets
- technical information
- customer lists
- copyrights
- any information associated with the operation of Healthlink
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of Healthlink International and need to be
protected from improper disclosure. In consideration for the disclosure of the
Information, Stoff agrees that Staff will not at any time or in any manner,
either directly or indirectly, use any Information for StofFs own benefit, or
divulge, disclose, or communicate in any manner any Information to any third
party without the prior written consent of Healthlink. Stoff will protect the
Information and treat it as strictly confidential. A violation of this paragraph
shall be a material violation of this Agreement.
14. UNAUTHORIZED DISCLOSURE OF iNFORMATION. If it appears that Stoff has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, Healthlink shall be entitled to an injunction to restrain Stoff from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
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disclosed. Healthlink shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
15. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this
Agreement shall survive and remain in full force and effect following the
termination of this Agreement.
16. RETURN OF RECORDS. Upon termination of this Agreement, Stoff shall deliver
all records, notes, data, memoranda, models, and equipment of any nature that
are in StofFs possession or under Staffs control and that are Healthlink's
property or relate to Healthlink's business.
17. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, addressed as follows:
IF for Healthlink:
Healthlink International, Inc.
Xxxxxxx Xxxx
Senior Legal Counsel
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxx 00000
IF for Staff:
Xxxxx X. Xxxxx, M.D.
Insight Consulting Services
P. 0. Xxx 00000
Xxxxxx, Xxxxxxx 00000-0000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
19. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
20. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or inenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or inenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
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21. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
22. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Arizona.
Party receiving services:
Healthlink International, Inc.
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxx X. Xxxxxxx
Its President and CEO
Xxxxx X. Xxxxx, M.D.
By:
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Xxxxx X. Stofl M.D.
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Exhibit A -- The Products
Eden River Immune Daily
Eden River Immune 911
Eden River Pure Relief
Eden River Immune Antioxidant
