EXHIBIT 10.01
Contract with
Xx. Xxxxx Xxxx Xxxxxxx Xxxxxxx
Clinic Management Agreement
BioPulse International, Inc.
Xx. Xxxxxxx
December 31, 1999
This Clinic Management Agreement ("Agreement") is made and entered into
effective December 31, 1999, by and between BioPulse International, Inc.
("BioPulse") and Xx. Xxxx Xxxxxxx ("Xxxxxxx).
Xxxxxxx is a licensed physician who owns and operates a medical clinic in
Tijuana, Mexico ("Clinic"). Xxxxxxx desires to hire BioPulse to provide
management and marketing services for the Clinic. BioPulse is a clinic
management and marketing company that desires to provide management
services for the Clinic.
Therefore, in consideration of the mutual promises contained in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Xxxxxxx duties. Xxxxxxx agrees to perform the following services for
the Clinic:
1.1 Clinic lease. Xxxxxxx agrees to lease such space as shall be
necessary and appropriate for the operations of the Clinic.
1.2 Medical services. Xxxxxxx agrees to provide such medical services as
he deems necessary and appropriate for the effective functioning of the
Clinic. This includes supervising the medical staff, interviewing,
treating, and monitoring the progress of Clinic patients, writing
prescriptions, specifying needed equipment, supplies, and medications, and
assuring compliance with applicable laws, rules, and regulations.
2. BioPulse duties. BioPulse agrees perform the following services for
the Clinic:
2.1 Clinic development. BioPulse shall provide design and engineering
services to assist Xxxxxxx in the construction and build-out of the Clinic.
This shall include such services as necessary to expand or move the Clinic
as needed.
2.2 Personnel. BioPulse shall assist Xxxxxxx in hiring medical and non-
medical personnel to staff the clinic and provide medical services to
patients. As part of its duties, BioPulse shall administer payroll, track
sick leave and vacation time, monitor performance, and perform other
employee-related functions.
2.3 Equipment and Supplies. BioPulse shall provide all the equipment and
supplies necessary for the Clinic to operate properly. The equipment and
supplies shall remain the property of BioPulse.
2.4 Financial services. BioPulse shall receive all deposits, insurance
proceeds, and other income from patients and other clinic operations.
BioPulse shall also pay all Clinic expenses, including rent, payroll,
utilities, and other expenses.
2.5 Patient services. BioPulse shall provide transportation, lodging and
meal services for Clinic patients and shall provide scheduling services to
assure an orderly processing and steady patient flow.
2.6 Marketing services. BioPulse shall provide marketing services,
including but not limited to advertising in appropriate magazines,
newspapers, and other media; maintaining a web page to explain the services
available at the Clinic; and providing telephone answering services to
respond to inquiries and schedule patient visits and admissions. BioPulse
shall also interface with media inquiries on behalf of the Clinic and
manage public relations.
2.7 Clinic operations services. BioPulse shall provide general clinic
operations services, including procurement, accounting, file management,
communications, security, cleaning, and other services.
3. Compensation. As compensation for its services, BioPulse shall retain
all funds generated by the operations of the clinic except $1,500, which
shall be retained monthly by Xxxxxxx.
4. Technology. BioPulse shall retain ownership of all its intellectual
property, including trade names, trademarks, copyrights, patents, trade
secrets, proprietary processes and procedures, software programs, designs,
and systems. This shall include all intellectual property associated with
the insulin-induced hypoglycemic treatment (IHT) and other technology
introduced to the Clinic by BioPulse.
5. Additional Provisions. This Agreement shall be governed and construed
in accordance with the laws of the State of Utah in the United States.
This Agreement may be executed in separate counterparts and by facsimile.
Each counterpart when so executed and delivered shall be an original, and
all counterparts together shall constitute one in the same instrument.
This Agreement shall become effective as of the day set forth above.
BIOPULSE INTERNATIONAL, INC.
By /s/ Xxxxxxxx Xxxxxxx
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Its President
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XXXXXXX
/s/ Xxxx Xxxxxxx
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Xx. Xxxx Xxxxxxx
