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MARKETING AGREEMENT
THIS MARKETING AGREEMENT ("Agreement") is entered into effective as
of the (21)
day of February 2006, by and between Trillennium Medical Imaging,
Inc. a wholly
owned subsidiary of Wellstar International, Inc., a Nevada
Corporation having
its principal place of business in Ohio, ("Licensor") and Marty
Ellis,
President, Allevia Medical, ("Rep.").
WITNESSETH:
WHEREAS, Licensor holds the exclusive rights to certain advanced,
FDA approved
thermal imaging cameras, related software and equipment, (the
"Trillennium
System") and has the ability to provide related training services,
all as
further specified herein (the "Trillennium Services"); and
WHEREAS, the Trillennium System incorporates certain patents,
patent pending
applications, proprietary inventions, know-how, and other
Confidential
Information (the "Licensed Technology"); and
WHEREAS, Rep. has existing or seeks to develop relationships with
certain pain
clinics, imaging clinics, wound care facilities, hospitals, nursing
homes,
nursing home management companies, ambulatory care facilities and
other
healthcare providers in which Rep. believes it will be beneficial
to utilize the
Trillennium System; and
WHEREAS, Licensor desires to appoint Rep. as its non-exclusive
Marketing
Representative for the purpose of assisting Licensor in expanding
its
Trillennium Services client base, it is
NOW, THEREFORE, AGREED, in consideration of the mutual promises set
forth below
and other good and valuable consideration, the receipt and
sufficiency of which
all parties hereto hereby acknowledge, as follows:
1. Recitals. The above recitals are true and correct and are
fully
incorporated into the body of this Agreement as if fully rewritten
herein.
2. Definitions.
a. "Commencement Date" means the date upon which Rep. places its
first
order for Thermal Imaging Systems in accord with the terms and
conditions hereof.
b. "Confidential Information" means and collectively includes all
secret
and confidential Technical Information, as hereinafter defined,
including all specifications, data, drawings, explicated know-how
and
experience, trade secrets, software, databases, proprietary
information and any documents owned by Licensor which pertain to
the
Thermal Imaging Cameras and/or is used in the Trillennium
Services,
including but not limited to the Licensed Technology, to the
extent
that such information: (i) was not known to the recipient; (ii)
was
not disclosed in published literature; (iii) was not generally
available in the industry; and/or (iv) has not been divulged to
the
recipient by a third party.
c. "Licensed Rights" means and includes the right to obtain and use
the
Trillennium System in Rep.'s present or future pain and/or
imaging
clinics or such other entities with which Rep. shall
successfully
arrange a License Agreement for the use of the Trillennium
System.
d. "Technical Information" means unpublished research and
development
information, market and business information, patented
inventions,
patent applications, know-how, trade secrets, manufacturing
information, computer programs and computer design programs,
technical
data and management or supervisory know-how in the possession
of
Licensor as of the Commencement Date, or as subsequently
acquired,
developed, produced or otherwise available to the Licensor
following
the Commencement Date and throughout the term of this
Agreement.
<PAGE>
3. Enhancements.
a. Licensor shall promptly notify Rep. of any and all enhancements
or
improvements (hereinafter all included in the term
"Enhancements")
relating to the Trillennium Services, including but not limited to
the
Trillennium System and/or Licensed Rights which are hereafter
developed by the Licensor, and Rep. shall have the right to market
all
such Enhancements, subject to such reasonable fees for such
Enhancements as Licensor may, in its sole discretion, deem
appropriate, as though originally included in the grant of
rights
hereunder.
b. Rep. agrees that it will notify Licensor of any Enhancements
it
develops or discovers. Rep. hereby grants to Licensor the right
to
unencumbered use and to secure patent rights in such
Enhancements
developed by Rep. as part of the consideration received by Rep.
from
Licensor for the right to market the Trillennium Services as
provided
for herein.
4. Repair and Maintenance. Rep. agrees to immediately notify
Licensor of any
defects in any equipment or other materials provided by Licensor
pursuant
to the terms of this Agreement. Any repairs and/or replacements
necessitated by the negligence and/or intentional acts of Rep.,
Rep.'s
employees, agents, contractors or other invitees shall be made at
Rep.'s
sole expense. 5. Nondisclosure of Confidential Information.
a. All Confidential Information and/or materials made available
by
Licensor to Rep. hereunder shall remain so until such time, if
ever,
as the material is no longer confidential through no action,
inaction
or fault of Rep. and shall be kept and maintained as confidential
and
shall not be disclosed by Rep. to any third party unless such
information and/or materials are published or enter the public
domain.
b. For the purposes of compliance with the privacy provisions of
the
Health Insurance Portability and Accountability Act of 1996
(HIPAA),
Rep. and Licensor's relationship with each other are as
"Covered
Entities." As used hereunder, the terms "Covered Entity",
"Protected
Health Information", "use" and "disclosure" shall have the
meanings
ascribed to them in 42 CFR Section 164.501.
c. Rep. and the Licensor each agree to conduct their respective
business
in accordance with all applicable laws and regulations,
including
HIPAA and the regulations promulgated thereunder.
6. Marketing Rights and Obligations.
a. Licensor appoints Rep. as its non-exclusive Marketing
Representative
for the purpose of facilitating Trillennium System installations
and
License arrangements (each an "Arrangement" and collectively
"Arrangements") between Licensor and such third parties (each a
"Prospect" and collectively "Prospects") that (a) are introduced
to
Licensor by Rep. and/or its agents and/or representatives during
the
Term (defined below) hereof and (b) with whom Licensor does not
have a
pre-existing relationship (whether business or personal) with
such
Prospect or its representatives (as evidenced by the records of
Licensor) (a "Pre-existing Relationship"). If a Pre-existing
Relationship is in place Licensor will notify Rep. within three
(3)
business days of the date on which a Prospect's name is presented
if
Licensor has a Pre-existing Relationship with such Prospect, and
will
promptly thereafter provide Rep. with evidence from Licensor
records
of such Pre-existing Relationship. Rep. accepts such appointment,
and
agrees to use its best efforts to facilitate such Arrangements.
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<PAGE>
b. Rep. agrees that during the Term hereof, any extension thereof
or for
so long as Licensor shall be paying Commissions to Rep. for
services
rendered hereunder, Rep. shall neither market, represent nor
recommend
any product or service competing, directly or indirectly, with
Licensor's Trillennium System or any component thereof.
c. With regard to Rep.'s marketing activities, Rep. agrees
that:
i. Licensor may, at Licensor's sole option, be involved in all
planning and marketing presentations;
ii. Rep.'s right to participate in any seminars, trade show,
etc,
with Licensor shall be at Licensor's sole discretion, on such
terms and conditions as Licensor, shall, in it's sole
discretion
determine, on a case by case basis;
iii. All pricing, use fee and other financial determinations shall
be
determined solely by Licensor, in Licensor's sole discretion,
and
Rep. shall not make any representations regarding the same
without Licensor's express written consent;
iv. Rep. understands and agrees that in the event Rep.
introduces
another individual or group which Licensor agrees to engage as
a
marketing representative, then and in that event, Rep.'s sole
compensation arising therefrom or from any business or fees of
any kind or nature generated from or through such marketing
representative shall be in the form of a credit of the number
of
timely paid not repeat imaging sessions generated from such
accounts to Rep.'s order for purpose of calculating Rep.'s
entitlement to stock bonus(es) in accord with Schedule A
attached
hereto.
7. No Obligation to Consummate Arrangement or Installations; No
Fees Unless
Arrangement Consummated. Licensor is under no obligation to
consummate any
Arrangement with any Prospect(s) or to place its Trillennium System
in any
location requested by Rep. or to continue any such installation
or
Arrangement unless Licensor, in its sole discretion, determines it
is in
its best interest to do so. Notwithstanding anything in this
Agreement to
the contrary, Licensor is under no obligation to pay any Commission
(or
other consideration whatsoever) to Rep. under this Agreement or
otherwise,
unless Licensor has received the payment from which such commission
arises
from a particular Prosp
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