[ EXHIBIT 10.6 - MATERIAL CONTRACT ]
Agreement for Promotion, Fulfillment and Distribution
Of National Healthcare Card/Alliance HealthCard
This AGREEMENT (the "Agreement), by and
between Alliance HealthCard, Inc., a
Georgia corporation ("AHC"), located at
3500 Parkway Lane, Suite 720, Norcross
GA 30092 and National Healthcare Card,
Inc., a WA corporation ("CLIENT"),
located at 4017 Colby Avenue, Everett, WA
98201 (AHC and CLIENT, individually a
"Party" and collectively the "Parties"), is
made and entered into as of the
latest of the signature dates set forth on
the signature page below and shall be
effective as of such date (the "Effective
Date").
WHEREAS, CLIENT represents Quixstar, a consumer direct marketer
of
consumable products with customers located
throughout the United States. CLIENT
owns and operates a site on the World Wide
Web that can be located by using the
following URL,
http://www.NationalHealthcareCard.com/ (referred to herein as
"NationalHealthcareCard.com"). Both parties
recognize that this site address
will be formally determined in May of
2004.
WHEREAS, AHC is in the business of providing network services,
administration and customer support
programs for health discount programs, and
desires to contract with CLIENT for the
retail distribution of co-branded
discount health card programs.
AND, WHEREAS, CLIENT and AHC wish to enter into an agreement to
provide
for the distribution of the Program
(defined below) to CLIENT's customers and
prospective customers.
DEFINITIONS
For the purposes of this Agreement, the
following terms are defined.
"Customer" - Any individual who, at any
time during the term of this Agreement,
maintains a relationship with the CLIENT
for the purchase of goods and services
from CLIENT and who by that relationship
was or is eligible to purchase one of
the Programs.
"Network" - A group of Providers contracted
through AHC or its suppliers to
provide services to Subscribers under this
Agreement.
"Provider" - A professional, pharmacy,
paraprofessional or other individual,
group or company contracted with by AHC or
its suppliers to provide services to
Subscribers under this Agreement.
"Subscriber(s) - Customers who have
purchased membership in one or more of the
Programs.
TERMS
1. The Co-Branded Program
CLIENT shall offer and sell multi-service
health discount programs (the
"Program") developed by AHC, described as
Plan 1 in Exhibit C to Customers. The
Parties hereby agree that any changes in
pricing or services offered in
connection with the Program shall require
the Parties to execute a written
amendment to this Agreement.
2. Obligations and Expenses of
AHC
a. Maintain and develop
relationships with Providers and Provider
networks to provide products and services to Subscribers on a
discounted fee basis
b. Provide fulfillment kit
materials including:
o Small (5
5/8 x 8 1/2) full-color Subscriber guide, or as
otherwise approved by both parties
o Welcome
letter
o For Plan
1, one health card (two for husband and wife
Subscribers)
o New
packets/cards mailed out on anniversary date
c. Provide Subscriber support
in accordance with the service standards
set forth in Exhibit B, and provide a toll free inbound number,
one-time card replacement at no fee, Provider location service,
response to all customer service questions pertaining to the
Program,
d. Provide daily electronic
eligibility files to Networks
e. Include nearby provider
directory with fulfillment materials for non
physician services
f. Provide CLIENT's Subscribers
uninterrupted access to AHC's database of
Providers, updated monthly, accessible by Subscribers through
CLIENT's
website, sorted by Provider-type and zip code.
g. Mediate Provider access
issues for Subscribers
h. Provide reports on call
center activity
i. Provide cash discounts on
healthcare services detailed in Exhibit C
through contracted Providers/Provider Networks
3. Obligations and Expenses of
CLIENT
a. Pay for all marketing
expenses of Program including but not limited to
direct mail, inbound and outbound telemarketing, advertisements
and
publications
b. Advertise and promote the
Program through all existing communications
with Customers including but not limited to monthly and
quarterly
publications, inbound sales calls, internet promotion, direct
mail,
e-mail, and any other means agreed to by both Parties
c. Electronically send
Subscriber eligibility data to AHC
d. Collect funds from
Subscribers for completed Program applications and
bill Subscribers for subsequent monthly fees and annual
renewals
e. Submit all information
necessary to administer the Program in a format
compatible with AHC's processing system; data will be updated on
a
timely basis, not less frequently than daily, as necessary to
process
Subscribers on a timely basis
f. Provide Subscriber
applications for enrollment
4. Exclusivity;
Non-Solicitation
a. During the term of this
Agreement, CLIENT agrees to contract
exclusively with AHC as the provider of network services for
the
Program, except where CLIENT's customers have access to, and
are
contracted for services similar to that of AHC's provider
networks.
b. AHC agrees that, during the
term of this Agreement and after the
termination of this Agreement, AHC will not solicit Customers for
the
purpose of offering healthcare programs in competition with CLIENT.
In
the event CLIENT decides not to offer a health savings program to
its
Customers, CLIENT agrees to give AHC first right to continue with
a
similar program to the existing Subscribers of Program
5. Program Costs and other
Compensation
Program costs and other compensation
between the Parties are defined in Exhibit
C.
5.1 CLIENT Reports and Payment. CLIENT will
remit payment to AHC for all
Subscribers enrolled, along with supporting
Subscriber documentation on a
monthly basis. Payment shall be made by the
15th day of the month following
enrollment pursuant to the Program Costs
shown in Exhibit C. Any late payments
will be subject to a 1%/mo late fee
penalty. If CLIENT has been notified in
writing of being late, and Payment is not
made within 30 days from the due date
of payment as described above, Subscribers
may be terminated of eligibility and
this Agreement may be terminated with cause
by AHC. This termination does not in
anyway relieve CLIENT of any financial
obligations as required in this
Agreement.
5.2 Refunds and Adjustments. AHC will make
appropriate Program fee refunds to
CLIENT for the 30 day trial within 30 days
of termination of trial period.
6. Term and Termination
6.1 Term. The term of this Agreement shall
begin upon the Effective Date and
shall continue for two years (the
"Term").
6.2 Extension of Term. This Agreement will
automatically renew for an additional
Term unless either Party delivers 90 days'
written cancellation prior to the end
of the original Term, or any renewal
Term.
6.3 Termination/Withdrawal.
a. Either Party may terminate
this Agreement upon thirty (30) days notice
if:
(1) the other Party
commits a material breach of this Agreement that
is not cured within forty-five (45) days after an initial
written
notice of the material breach is delivered to the breaching
Party
from the other Party;
(2) the other Party
files a petition for bankruptcy or is adjudicated
a bankrupt, or a petition in bankruptcy is filed against the
other Party and such petition is not dismissed within ninety
(90)
calendar days, or the other Party becomes insolvent or makes an
assignment for the benefit of its creditors or an arrangement
for
its creditors pursuant to any bankruptcy law or the other Party
discontinues its business or a receiver is appointed for other
Party or its business; or
b. AHC may terminate this
Agreement upon thirty (30) days notice if
CLIENT fails to make any payment due hereunder within thirty (30)
days
of written notice as provided herein that a payment was not
received
when due and such failure is not due to the fault or breach of AHC
or
any of its affiliates.
6.4 Ownership of Toll Free Number.
Concurrently with the termination of this
Agreement for any reason, AHC will transfer
to CLIENT ownership of the toll free
number described in Section 2.c hereof
without charge, other than those normally
charged by the telephone provider for such
transfer.
6.5 Transfer of Subscribers. Upon the
termination of this Agreement for any
reason, AHC will fully cooperate with
CLIENT in the transfer of all Subscribers
to any health care service program then
provided by CLIENT.
6.6. Survival. Those provisions of this
Agreement which by their nature extend
beyond termination or expiration will
survive and remain in effect until all
obligations there under are satisfied,
specifically provisions dealing with
confidentiality, indemnification, title,
limitation of liability and payment of
fees shall survive such termination or
expiration.
7. Intellectual Property ("IP")
Rights and Control
7.1 AHC Grant of License. AHC hereby grants
CLIENT a worldwide, non-exclusive
license during the Term and any extensions
thereof to display AHC's trademarks,
logos, service marks and other graphical
items in the form, and format and style
guidelines provided by AHC ("AHC IP
Materials") on NationalHealthcareCard.com,
in CLIENT publications and as otherwise set
forth herein. Any other use or
display of AHC IP Materials by CLIENT shall
require the prior written consent of
AHC.
7.2 CLIENT Grant of License. CLIENT hereby
grants AHC a worldwide, non-exclusive
license during the Term and any extensions
thereof to display CLIENT's
trademarks, logos, service marks and other
graphical items in the form, and
format and style guidelines provided by
CLIENT, ("CLIENT IP Materials") on
Program materials prepared by AHC and for
no other purpose. Any other use or
display of IP Materials by AHC shall
require the prior written consent of
CLIENT.
7.3 Ownership of Intellectual Property by
CLIENT. AHC acknowledges that, as
between it and CLIENT, CLIENT owns or is
the licensee of, all right, title and
interest in and to the CLIENT IP Materials.
AHC understands and agrees that its
use of any of the CLIENT IP Materials shall
not create in it any right, title or
interest, in or to such property, and that
all such use and goodwill associated
with any such use of the CLIENT IP
Materials shall inure to the benefit of
CLIENT.
7.4 Ownership of Intellectual Property by
AHC. CLIENT acknowledges that, as
between it and AHC, AHC owns or is the
licensee of, all right, title and
interest in and to the AHC IP Materials.
CLIENT understands and agrees that its
use of any of the AHC IP Materials shall
not create in it any right, title or
interest, in or to such property, and that
all such use and goodwill associated
with any such use of the AHC IP materials
shall inure to the benefit of AHC.
7.5 Tradema
