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MARKETING AGREEMENT | Document Parties: WELLSTAR INTERNATIONAL, INC. | Trillennium Medical Imaging,  Inc. You are currently viewing:
This Marketing Agreement involves

WELLSTAR INTERNATIONAL, INC. | Trillennium Medical Imaging, Inc.

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Title: MARKETING AGREEMENT
Date: 11/13/2006
Law Firm: Trillennium Medical Imaging, Inc.    

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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.

                                       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
               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 Prospect,   with whom Licensor does not have a P


 
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