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AMENDED MANAGEMENT SUPPORT AND MARKETING AGREEMENT

Advertising or Marketing Agreement

AMENDED MANAGEMENT SUPPORT AND MARKETING AGREEMENT | Document Parties: DYNACQ HEALTHCARE INC | DYNACQ HUAI BEI HEALTHCARE, INC | OTTO REGENT LIMITED | SINO BOND INC, LIMITED You are currently viewing:
This Advertising or Marketing Agreement involves

DYNACQ HEALTHCARE INC | DYNACQ HUAI BEI HEALTHCARE, INC | OTTO REGENT LIMITED | SINO BOND INC, LIMITED

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Title: AMENDED MANAGEMENT SUPPORT AND MARKETING AGREEMENT
Governing Law: Texas     Date: 11/26/2008
Industry: Healthcare Facilities     Sector: Healthcare

AMENDED MANAGEMENT SUPPORT AND MARKETING AGREEMENT, Parties: dynacq healthcare inc , dynacq huai bei healthcare  inc , otto regent limited , sino bond inc  limited
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Exhibit 10.2

AMENDED MANAGEMENT SUPPORT AND MARKETING AGREEMENT

This AMENDED MANAGEMENT SUPPORT AND MARKETING AGREEMENT (“Agreement,”) amends the Management Support and Marketing Agreement, which originally became effective on October 1, 2008, and is entered into and effective as of the 1 st day of October, 2008 (notwithstanding the date of actual execution) by and between OTTO REGENT LIMITED , (“ OTTO ”), and SINO BOND INC., LIMITED (“ SBI ”) as a wholly owned subsidiary and agent of DYNACQ HEALTHCARE, INC. and as an affiliate and agent of DYNACQ HUAI BEI HEALTHCARE, INC. (collectively referred to herein as “DYNACQ”).

WITNESSETH:

WHEREAS, OTTO is a duly and validly existing corporation that has been organized for the purpose of providing investment opportunities and management support and marketing services for medical and related healthcare providers (“Healthcare Services”) to the general public in the nation of China;

WHEREAS, SBI enters into this Agreement on behalf of DYNACQ for the provision of Healthcare Services by DYNACQ subsidiaries and affiliates in China and Southeast Asia.

WHEREAS, DYNACQ is engaged in faciliating management and related items and services to physicians, professional associations, and other professional healthcare entities and in faciliating the provision of Healthcare Services to individuals in the nation of China;

WHEREAS, SBI desires and intends to facilitate such management, administrative, and business services, and the provision of Healthcare Services on behalf of DYNACQ in China and Southeast Asia, and OTTO is capable of assisting SBI in providing, all such management, administrative, and business services; and

WHEREAS, SBI and OTTO mutually desire an arrangement that:

 

 

(1)

ensures consistency of service, quality of care, and safety of DYNACQ’s patients;

 

 

(2)

facilitates effective utilization of Healthcare Services;

 

 

(3)

ensures consistent and customary patterns for the provision of Healthcare Services;

 

 

(4)

facilitate the establishment and maintenance of a public image of excellence and high quality for DYNACQ , all for the benefit of those persons seeking Healthcare Services as patients of DYNACQ .

NOW, THEREFORE, for and in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, the parties agree as follows:

 

Page 1 of 8


Covenants and Conditions Regarding Management and Advertising:

 

 

1.1.

OTTO agrees that it has the primary responsibility for the marketing of the facilities, including but not limited to the following:

 

 

(a)

recruitment of physicians to use and otherwise employ the services of the hospital;

 

 

(b)

general efforts to improve the reputation and market the benefits of DYNACQ ; and

 

 

(c)

creation and publication of multi-media advertising (subject to advance SBI approval).

1.2 SBI agrees to pay a minimum of Seventy-five Thousand Dollars ($75,000) and a maximum of Two Hundred Fifty Thousand Dollars ($250,000.00) a month at SBI’s discretion to be used for adverstising and to pay fees and expenses of OTTO . OTTO and SBI agree that these funds will be deposited in an account to be managed and controlled solely by OTTO . From these funds, OTTO agrees to expend at least Eighty-Three Percent (83%) of the amount paid by SBI monthly, directly on advertising and the general marketing of DYNACQ , and the associated services of its healthcare facilities in China. Further, OTTO will provide to SBI a written report of these expenditures quarterly, with said report being due not later than thirty (30) days after the end of each respective quarter.

1.3 Management and Clerical Personnel . OTTO shall employ or otherwise retain, and shall be responsible for selecting, training, supervising, scheduling, and terminating, all management and clerical personnel as OTTO deems reasonably necessary and appropriate in the performance of its duties and obligations under this Agreement. OTTO shall have sole responsibility for determining the salaries, wages, and fringe benefits of all such management and clerical personnel, for paying such salaries and wages, and for providing such fringe benefits, and for withholding as required by law, any sums for income tax, unemployment insurance, social security, or any other withholding required by applicable law or governmental requirement.

1.4 Indemnification by OTTO . OTTO shall indemnify and hold SBI harmless from and against any and all liability losses, damages, claims, causes of action, and expenses, including, without limitation, reasonable attorney’s fees and associated costs, associated with or resulting, directly or indirectly, from any act or omission of OTTO , its employees, agents, or independent contractors in or about the DYNACQ’s facilities during the Term. To be entitled to such indemnification, SBI shall give OTTO prompt written notice of the assertion by a third party of any claim with respect to which SBI might bring a claim for indemnification hereunder, and in all events must provide such written notice to OTTO within the applicable period for defense of such claim by OTTO . OTTO shall, at its own expense, have the right to defend and litigate any such third-party claim.

2.1 Organization and Existence . SBI is a Hong Kong corporation duly organized, validly existing and in good standing under the laws of Hong Kong and has all requisite legal and

 

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corporate power to carry on its business as now conducted and to enter into and perform this Agreement.

2.2 Compliance with Laws . SBI is in compliance in all material respects with all applicable foreign, federal, state, municipal and other political subdivision or governmental agency statutes, ordinances and regulations, including, without limitation, those imposing taxes, in every applicable jurisdiction in respect of the ownership of SBI properties and conduct of SBI’s business.

2.3 Brokers . SBI in not a party to or in any way obligated under any contract or other agreement for, and there are no outstanding claims against SBI for the payment of any broker’s or finder’s fee in connection with the origin, negotiation, execution or performance of this Agreement.

2.4 SBI’s Authority Relative to this Agreement . The execution, delivery and performance of this Agreement by SBI has been duly authorized and approved by the Board of Directors and no further corporate action is necessary on the part of SBI to make this Agreement valid and binding upon SBI in accordance with its terms. Neither the execution, delivery nor performance of this Agreement by SBI will result in a violation or breach of any term or provision under the Articles of Incorporation or Bylaws of SBI or constitute a default or breach of, or accelerate the performance required under, any indenture, mortgage, deed of trust or other contract or agreement to which SBI is a party or by which it or any of its respective assets are bound or governmental body.

3.1 Organization and Existence. OTTO is a Hong Kong corporation duly organized pursuant to the laws of Hong Kong and in good standing, and has all requisite legal power to enter into and perform this Agreement.

3.2 Authority Relative to this Agreement . The execution, delivery and performance of this Agreement has been duly authorized, and no further action is necessary on the part of OTTO to make this Agreement valid and binding upon OTTO in accordance of its terms. Neither the execution, delivery nor performance of this Agreement by OTTO will result in a violation or breach of any term or provision or constitute a default or breach of, or accelerate the performance required under any other contract or agreement to which OTTO is a party or by which it or its properties are bound, or violate any order, writ, injunction or decree of any court, administrative agency or governmental body.

3.3 Brokers . OTTO is not a party to or in any way obligated under any contract or agreement for, and there are no outstanding claims against OTTO for the payment of a broker’s or finder’s fee in connection with the origin, negotiation, execution, or performance of this Agreement.

4.1 Confidential Information . OTTO acknowledges that in the course of the performance of this Agreement, it has had and will continue to have access to certain know-how, formulae, processes, data, proprietary information, supplier and patient records and information and other confidential knowledge and trade secrets of SBI and DYNACQ’s business and operations. OTTO understands that all such information is confidential and has been or will be

 

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conceived or learned by OTTO in confidence, and agrees not to reveal any such information to any third person for any reason or under any circumstances. OTTO further agrees that it will at no time use any such information for the purpose of competing with or assisting others in competing with the business of DYNACQ , or for any purpose which may be harmful or detrimental to the business or interests of DYNACQ . The restrictions in this section shall not apply and shall not prohibit the use or disclosure of suc


 
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