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Search Marketing Agreement by:
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.
2
<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






