Exhibit 10.15
CONTRACT OF SALE
THIS CONTRACT is made on January 20th by and between GoHealth.MD, Inc., a
Nevada Corporation (the "Purchaser") and Prometrics Consulting, Inc. (the
"Seller").
RECITAL
WHEREAS, the Seller has legally registered Xxxxxxxxxxx.xxx with Network
Solutions, Inc., the national registry for all domain names, and owns all
right, title and interest in the website constructed by the Seller in
connection with such domain name:
WHEREAS, the Purchaser desires to purchase from the Seller, and the Seller
desires to sell to the Purchaser, the Xxxxxxxxxxx.xxx website and domain name,
as well as any and all rights, title and interest associated thereto which the
Seller holds:
THEREFORE, in consideration of the mutual promises and conditions contained in
this contract, the parties agree as follows:
PURCHASE AND SALE
1. The Purchaser shall purchase from the Seller, and the Seller shall sell to
the Purchaser, any and all of the Seller's right, interest and title in the
domain name Xxxxxxxxxxx.xxx (the "Sale") for the purchase price of Twenty
Thousand Dollars ($20,000.00) payable at the closing of the Sale (the
"Closing") in the form of a company check, money order or wire funds.
Additionally the Purchaser will issue 50,000 (Fifty Thousand) shares of the
Purchaser's stock. These shares are being issued pursuant to rule 144, however
they will have piggyback registration rights. Seller agrees that he will act
in an advisory capacity for the company dedicating one hundred hours of time
during the next twelve (12) months, Seller further agrees to use his best
efforts in assisting the company in developing strategic alliances for its
health search engine. Furthermore, Seller shall have the right to purchase up
to 100,000 additional shares of Purchaser's stock (NUGT) at the option price of
$2.00 per share.
2. At the closing of the Sale, the Seller shall deliver to the Purchaser any
and all documentation in the Seller's possession reflecting the ownership and
registration of the domain names Xxxxxxxxxxx.xxx with Network Solutions, Inc.,
as well as effectuate a domain name modification (as such term is commonly
understood) in favor of GoHealth.MD, Inc. The Seller shall additionally
deliver (or, to the extent delivery is impossible, make known) to the Purchaser
all other contracts, agreements and commitments pertaining to Seller's
ownership of said domain name Xxxxxxxxxxx.xxx.
COMPLIANCE WITH LAW AND OTHER INSTRUMENTS
3. The Seller hereby represents that, to its best knowledge after reasonable
due diligence, the Seller is not in violation of any term or provision of any
charter, by-law, contract, agreement,
instrument, judgment, decree , order,
statute, rule or regulation and that the Seller's execution, delivery and
performance of this contract will not result in any violation or in the
creation of any lien, encumbrance, or charge on any of the properties or assets
of Seller.
SELLER'S TITLE
4. The Seller warrants that it has good, absolute and marketable title to this
domain name and that it has been properly registered with Network Solutions,
Inc.
5. The Seller represents that it has no knowledge of any claim against it
under or in respect of, nor any reason to believe that it is or may be
infringing on or otherwise acting adversely to the rights of any person under
or in respect of any patent, trademark, service xxxx, trade name, copyright,
license, or other similar intangible property; and Seller is not aware of any
obligation or liability to make any payments by way of royalties, fees, or the
like to any owner or licensee of, or other claimant under any intangible
property with respect to its use or in connection with the conduct of Seller's
business or otherwise (other than any fees that may be owed from time to time
to Network Solutions, Inc.).
INDEMNIFICATION
6. The Seller shall indemnify the Purchaser, and the Purchaser shall indemnify
the Seller, on and after the Closing with respect to all claims, actions,
demands, losses, costs, expenses, liabilities (joint or several), penalties and
damages, including counsel fees incurred in investigating or attempting to
avoid or oppose the imposition of damages, resulting to the other from (1) any
inaccurate representation made by the Seller or the Purchaser, as the case may
be, in or under this contract, (2) breach of any of the warranties or covenants
made by the Seller or the Purchaser, as the case may be, in or under this
contract or (3) breach or default in the performance by the Seller or the
Purchaser, as the case may be, of any of the covenants to be performed by it
under this contract. The Seller shall indemnify the Purchaser for any debts,
liabilities, or obligations of the Seller specifically relating to
Xx0Xxxxxx.xxx other than those obligations expressly or reasonably assumed by
the Purchaser pursuant to this contract, and other than those that have been
communicated to the Purchaser by the Seller on or prior to the Closing Date.
AMENDMENT AND WAIVER
7. This contract may be amended or modified at any time and in all respects,
and any provision may be waived, by an instrument in writing executed by both
the Purchaser and the Seller, or by either of them in the case of a waiver of a
right or benefit under this contract of such waiving party.
SHAREHOLDERS' APPROVAL
8. Seller represents that the sale and transfer of this domain name by Seller,
as provided for in this contract have been approved by the board of directors
and by the requisite number of shareholders. As such Seller shall provide a
corporate resolution reflecting same. NOTICES
9. Any notices or other communications required or permitted under this
contract shall be sufficiently given if delivered personally or sent by
registered or certified mail, postage prepaid to the Seller located at 00000 XX
00xx Xxxxxx and the Purchaser at GoHealth.MD, Inc. located at 0000 Xxxxxxxxxx
Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 or at any other address furnished in
writing by one party to the other and shall be deemed to have been given as of
the date delivered or deposited in the United States mail as the case may be.
CHOICE OF LAW
10. It is the intention of the parties that the law of the State of New Jersey
shall govern the validity of this contract, the construction of its terms, and
the interpretation of the rights and duties of the parties.
ARBITRATION
11. Any dispute arising under this contract or relating to the sale and
purchase described in this contract shall be resolved under the commercial
arbitration rules of the American Arbitration Association.
HEADINGS
12. Headings contained in this contract are for reference purposes only and
shall not affect in any way the meaning or interpretation of this contract.
COUNTERPART EXECUTION
13. This contract may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute but one
and the same instrument.
GENDER
14. All personal pronouns used in this contract shall include the other
genders whether used in masculine or feminine or neuter gener, and the singular
shall include the plural whenever and as often as may be appropriate.
PARTIES IN INTEREST
15. All the terms and provisions of this contract shall be binding on and
inure to the benefit of, and be enforceable by, the Seller, the Purchaser and
their respective successors and assigns.
INTEGRATED CONTRACT
16. This contract constitutes the entire agreement between the parties, and
there are no agreements, understandings, restrictions, warranties or
representations between the parties other than those set forth, provided for or
otherwise referenced in this contract.
ATTEST: GOHEALTH.MD, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, President
ATTEST: PROMETRICS CONSULTING, INC.
By: /s/ Xxxx Xxxx
Xxxx Xxxx
