Exhibit 10.1
EXCLUSIVE MARKETING RIGHTS CONTRACT
BY AND BETWEEN:
WORLDWIDE MEDICAL, INC.
AND
CYBER MARKETING CONCEPTS, INC.
TABLE OF CONTENTS
Page
----
Preamble.............................................................. 18
Purpose of Contract................................................... 18
Target Market & Marketing Strategies.................................. 19
Consideration for Exclusive Rights.................................... 19
Products.............................................................. 19
Use of Trade Name, Trademarks and/or Copyright Material............... 19
Price................................................................. 20
Advertising & Promotional Incentives.................................. 20
Orders................................................................ 20
Shipping.............................................................. 20
Invoicing............................................................. 20
Collection Assistance................................................. 21
Commissions for Products Sold at Wholesale Pricing.................... 21
Sale of Goods to Other Parties........................................ 21
Return of Defective Goods to Worldwide Medical........................ 21
Indemnity and Insurance............................................... 21
Reasonable Efforts.................................................... 21
Term and Termination.................................................. 21
Assignment............................................................ 21
Modification.......................................................... 22
Governing Law......................................................... 22
Arbitration of Disputes............................................... 22
APPENDIX A............................................................ 24
APPENDIX B............................................................ 25
APPENDIX C............................................................ 26
APPENDIX D............................................................ 27
EXCLUSIVE MARKETING RIGHTS CONTRACT
PREAMBLE
1. THIS CONTRACT is entered into this 9th day of August, 2000, by
Worldwide Medical, Inc., ("Worldwide Medical"), a Delaware corporation with its
principal place of business at 000 Xxxxxxxxxx Xxxxx, Xxxxxx, XX 00000 and Cyber
Marketing Concepts, Inc., ("Cyber Marketing Concepts"), A Delaware Corporation,
with its principal place of business at 0 Xxxxxxxxx, Xxxx xx Xxxx, XX 00000. In
consideration of the mutual promises and conditions expressed below;
PURPOSE OF CONTRACT
2. Cyber Marketing Concepts provides Internet Marketing services and
wants to market products produced by Worldwide Medical over the Internet and
Worldwide Medical
wants to take advantage of the opportunities that Cyber Marketing Concepts can
provide Worldwide Medical by increasing Worldwide Medical's sales through the
Internet. As such, Worldwide Medical agrees to provide Cyber Marketing Concepts
with the Exclusive Rights to market Worldwide Medical's products over the
Internet under the terms and conditions of this Exclusive Marketing Rights
Contract.
TARGET MARKET & MARKETING STRATEGIES
3. The Market shall be the Global Internet Universe. It is the Intent of
Cyber Marketing Concepts to develop and facilitate multilevel marketing,
regional independent distributor, local independent distributor and consumer
direct marketing strategies.
CONSIDERATION FOR EXCLUSIVE RIGHTS
4. In consideration of Worldwide Medical granting Cyber Marketing
Concepts exclusive eCommerce rights specifically for the purpose of selling,
marketing and distributing Worldwide Medical products over the Internet as
specified in this agreement, Cyber Marketing Concepts will develop, provide
capital for, construct, host, and maintain a contemporary professional
interactive web site for Worldwide Medical. The web site will include such
features and components as company information, company products, investor
information, description of new laboratory and its capabilities, parents center,
and a library of related publications. The site will contain links to the Cyber
Marketing site for pricing and ordering of products.
5. Cyber Marketing Concepts will develop a second web site under the name
of Cyber Marketing Concepts with links to Worldwide Medical's site and to other
sites or URL's including but not limited to First Check, Drug Tests, and others
and in general will utilize reasonable means available to build the eCommerce
business.
6. Cyber Marketing Concepts will ensure the use of current technology to
produce rapid access to screens, ability to track hits by using a counter,
enable two way communications via e-mail, utilize key words to increase access
to site, employ banners, links or other methods of increasing product exposure.
7. It is agreed that Worldwide Medical has the right to give final
approval for all content displayed on the Worldwide Medical web site.
8. Further, although Worldwide Medical does not have the right to give
final approval of the content displayed on Cyber Marketing Concepts' web site,
Cyber Marketing Concepts will, in all cases involving Worldwide Medical
products, consult with Worldwide Medical and seek to obtain their approval of
web site content.
PRODUCTS
9. Worldwide Medical will grant Cyber Marketing Concepts the exclusive
right to Internet sales for all products including First Check branded tests
products ("Products") marketed by the company for targeted distribution
primarily into the professional market, the consumer direct market, and the
secondary small independent retailer market. (See Appendix A for list of
Products)
USE OF TRADE NAME, TRADEMARKS AND/OR COPYRIGHT MATERIAL
10. Worldwide Medical agrees that while this Agreement continues in
force, Cyber Marketing Concepts may use the Product trade name and/or trademark
and/or copyright material in connection with the marketing, advertisement and
sale of the Product.
11. Worldwide Medical's trade name and/or trademark and/or copyright
material shall not be affixed to or advertised in connection with any
merchandise or service other than the Product.
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12. Cyber Marketing Concepts further agrees that upon termination of this
Agreement, it shall cease all use of the trade name and/or trademark and/or
copyright material. Quantity
13. Worldwide Medical shall produce and deliver and Cyber Marketing
Concepts shall accept and buy or cause to be delivered all of the Products that
may be required by Cyber Marketing Concepts in its business.
14. Although Cyber Marketing Concepts will apply best efforts to develop
Internet markets, it is agreed that the specific requirements of Cyber Marketing
Concepts are unknown at this time and that an estimation of future requirements
is not necessary.
PRICE
15. For all sales generated by Cyber Marketing Concepts in the identified
markets, Cyber Marketing Concepts agrees to pay the current Worldwide Medical
prices for Wholesale Pricing and Distributor Pricing in accordance with such
prices, terms and conditions as set forth in Appendix B to this agreement.
16. Worldwide Medical shall provide Cyber Marketing Concepts with a
minimum of thirty (30) days notice in advance of any price change.
ADVERTISING & PROMOTIONAL INCENTIVES
17. Cyber Marketing Concepts shall receive all advertising incentives and
promotional allowances commensurate with those conveyed to other major customers
of Worldwide Medical.
ORDERS
18. Cyber Marketing Concepts will handle and administrate with a high
level of integrity, all Internet orders via the Cyber Marketing Concepts' web
site. These orders will be logged, organized and provided to the logistic center
at Worldwide Medical on a daily basis for shipment. The Cyber Marketing Concepts
will establish a point person responsible for the daily interface with the
Worldwide Medical logistic manger.
SHIPPING
19. Worldwide Medical shall ship the Products by carrier and deliver them
to the specified destination on the order, F.O.B., place of destination.
20. Wholesale Pricing: Worldwide Medical shall ship all orders to the
consumer on behalf of Cyber Marketing Concepts within a reasonable period of
time after the order has been placed.
21. Distributor Pricing: Worldwide Medical shall ship all orders directly
to Cyber Marketing Concepts within a reasonable period of time after the order
has been placed. Risk of Loss
22. Worldwide Medical shall bear the risk of loss until the goods are
duly tendered at the specified destination.
INVOICING
23. Wholesale Pricing: Worldwide Medical will invoice Cyber Marketing
Concepts and Cyber Marketing Concepts will pay the invoice after Worldwide
Medical has duly tendered the order to the consumer at the destination specified
in the order. Invoicing will include all freight charges borne by Worldwide
Medical.
24. Distributor Pricing: Worldwide Medical will invoice Cyber Marketing
Concepts and Cyber Marketing Concepts will pay the invoice after Worldwide
Medical has duly tendered the order to Cyber Marketing Concepts at the
destination specified in the order.
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COLLECTION ASSISTANCE
25. In specific cases where Worldwide Medical may wish to extend credit
to Cyber Marketing Concepts' buyers, Cyber Marketing Concepts shall make a good
faith effort to assist Worldwide Medical in effecting prompt and full payment.
26. The final determination as to credit and credit terms to be extended
to buyers shall be made solely by Worldwide Medical.
COMMISSIONS FOR PRODUCTS SOLD AT WHOLESALE PRICING
27. For Products sold at the Wholesale Pricing, commissions will be paid
on the net invoice sale for the Products shipped. The commission rates will be
determined by channel of distribution: i.e., professional, retail and or
consumer direct. (See Appendix C). The administration and remittance of said
commissions are to be intertwined with the receipt of each payment received by
Worldwide Medical for the Products shipped.
SALE OF GOODS TO OTHER PARTIES
28. It is agreed that Worldwide Medical will not sell, deliver, or in any
way place the Products over the Internet or allow any other party to sell,
deliver, or in any way place the Products for sale or distribution over the
Internet without the prior written consent of Cyber Marketing Concepts.
RETURN OF DEFECTIVE GOODS TO WORLDWIDE MEDICAL
29. Worldwide Medical agrees to accept all defective Products returned
and credit the buyer for the cost of these Products. Any refund requested by the
buyer will be facilitated within a reasonable time.
INDEMNITY AND INSURANCE
30. Worldwide Medical agrees to hold Cyber Marketing Concepts harmless
and to defend any and all actions, claims, suits, or proceedings that may
subject Cyber Marketing Concepts to liability for defects in the Products.
31. Worldwide Medical represents that it has in force a valid
comprehensive liability insurance policy in the amount of $5,000,000 with Xxxxxx
Xxxxx & Associates, 00000 Xxx Xxxxxxx Xxxx., Xxx Xxxxxxx, XX 00000, and that the
policy covers the risk of liability for defects in the Products.
32. If this insurance coverage should change or lapse, Worldwide Medical
agrees that Cyber Marketing Concepts may pay the insurance premiums and deduct
this expenditure from the payment due on the Products, beginning with the first
shipment of Products following the expenditure.
REASONABLE EFFORTS
33. Worldwide Medical shall continue to make reasonable efforts to
improve the Products and to improve production methods in order to reduce
manufacturing costs.
34. Cyber Marketing Concepts shall use reasonable efforts to promote and
sell the Products through the Internet and to try to sell them at a lower cost
to the public than competing products.
TERM AND TERMINATION
35. The agreement shall continue in full force and effect from year to
year after an initial two-year guarantee. Both parties agree to provide either
party a minimum of 180 days written notification of intent not to renew the
agreement.
ASSIGNMENT
36. Cyber Marketing Concepts may not assign or transfer this agreement
without the written consent of Worldwide Medical, whose consent will not be
unreasonably withheld.
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MODIFICATION
37. This agreement may not be amended or modified except by written
agreement of both parties.
GOVERNING LAW
38. This contract shall be governed by and interpreted according to
California law.
ARBITRATION OF DISPUTES
39. If any dispute arises between Worldwide Medical and Cyber Marketing
Concepts, it is agreed that such dispute shall be submitted to binding
arbitration. Disputes shall be arbitrated by Judicial Arbitration and Mediation
Services/Endispute, in Orange County, its successor, or, if none, by the
American Arbitration Association.
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In witness of the mutual promises made above, Cyber Marketing Concepts
and Worldwide Medical have executed this contract this 9th day of August, 2000.
WORLDWIDE MEDICAL, INC.
/s/
----------------------------------------
Xxxxxx X. XxXxxxx, President
CYBER MARKETING CONCEPTS, INC.
/s/
----------------------------------------
Xxxxx X. Xxxxxxx, Principal, and
Xxxxxxx X. Xxxxx, Principal
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APPENDIX A
List of Worldwide Medical Products
First Check(R) Home Drug Tests:
Panel 1 Marijuana (THC)
Panel 2 Marijuana- Cocaine (THC-COC)
Panel 3 Marijuana- Cocaine-Methamphetamines (THC-COC-MET)
Panel 4 Marijuana-Cocaine-Opiates-Meth (THC-COC-OPI-MET)
First Check(R) Alcohol Detector
First Check(R) Colorectal Disease
Drugs and Death CD
All single and multi-panel professional First Check(R) Products
Other Products as they become available
00
XXXXXXXX X
Summary Price List
PROFESSIONAL OVER-THE-COUNTER
1 CMC 2 CMC 3 CMC 4 CMC
PRODUCTS DISTRIBUTE WHOLESALE DISTRIBUTE WHOLESALE
PANEL 1 $2.24 $2.98 $3.64 $7.68
PANEL 2 $4.24 $5.78 $5.88 $12.60
PANEL 3 XXX XXX XXX XXX
PANEL 4 $7.98 $10.98 $9.44 $19.58
PANEL 5 XXX XXX X/X X/X
ALCOHOL* $1.24 $1.72 $2.50 $4.90
COLORECTAL DISEASE $3.68 $5.24 $3.68 $7.68
* ALCOHOL TESTS ARE PACKAGED SINGLE UNIT FOR PROFESSIONAL AND 2 UNITS FOR
OVER-THE-COUNTER
1 CMC PURCHASES DIRECT AND SHIPS TO CUSTOMER
2 CMC SELLS ... WMED PROCESSES ORDER AND SHIPS ... CMC RECEIVES COMMISSION ON
SALE
3 CMC PURCHASES DIRECT AND SHIPS TO CUSTOMER OR WMED FULFILLS AND SHIPS FOR HIGH
VOLUME MLM OPPORTUNITIES
4 CMC SELLS ... WMED PROCESSES ORDER AND SHIPS ... CMC RECEIVES COMMISSION ON
SALE
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APPENDIX C
The commission structure shall be developed and mutually agreed to by
Worldwide Medical and Cyber Marketing Concepts and shall become a part of this
agreement.
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APPENDIX D
The following accounts are specifically excluded from this agreement and
any business derived there from shall not be subject to compensation due Cyber
Marketing Concepts except by special arrangement to be mutually agreed to by
Worldwide Medical and Cyber Marketing Concepts:
Rite Aid Eckerd Drug CVS Walgreen WalMart
Target Kmart Costco Sams Kroger
BJ's Safeway Albertson Afta-Pathmark
Other major Drug Chains
Wholesalers: McKesson Bergen Cardinal AmeriSource
Supermarket Wholesale: Xxxxxxxx Assoc. Grocer Super Value
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