1
EXHIBIT 10.6
TEST SITE FACILITATION AGREEMENT
This Agreement is made this 7th day of June, 2000, by and between
IDMEDICAL.com of 4333 N. 30th Street, Boulder, Colorado ("IDM") and Happy
Harry's Discount Drug Stores, Inc., 326 Ruther Dr., Newark, DE 19711 ("HHDDS").
RECITALS
A. IDM provides an internet service of maintaining patient supplied
medical history information that can be accessed by treating physicians
authorized by a patient.
B. IDM assures confidentiality of the patient data base.
C. IDM needs access to a patient base for testing its services.
D. HHDDS personnel are willing to advise their customers of this
service and distribute brochures. Therefore, the parties agree as follows:
1. Term. This agreement shall be for a term of five (5) years from the
date hereof provided, however, that HHDDS may terminate this agreement with or
without cause on sixty (60) days written notice to IDM. Any administrative fees
due HHDDS for acts prior to termination will be paid by IDM not withstanding
termination.
2. IDM Duties. IDM will:
(a) provide HHDDS brochures and display easels for delivery to
pharmacy customers (Current copies (subject to revision from time to time) of
the IDM brochure are attached as Exhibit A);
(b) maintain internet accessible medical histories for the patients
participating in the IDM program substantially in accordance with the program
information annexed hereto as Exhibit A, it being understood that the program
may be revised and updated from time to time;
(c) make clear to all patients that HHDDS are merely distributing
brochures and that HHDDS is not assuming any responsibility for the accuracy of
the information, and that HHDDS is paid a commission for their participation in
the program:
INITIALS: IDM HHDD
------- ---------
1
2
(d) IDM will provide access to patient information in a secure
system from anywhere that is internet accessible.
3. HHDDS Duties. HHDDS will:
(a) hand out IDM supplied brochures, by making them available from a
display easel that will be placed at a visible location in their stores.
4. Commission. IDM will pay HHDDS a commission for handing out
brochures and successfully having the patient identify that they heard about
IDMEDICAL.com from a Happy Harry's Discount Drug Store. This question will be
asked directly from the member sign up page when they are starting a new
account:
(a) for each patient that registers with IDM, identifies that they
heard about the product from a Happy Harry's Discount Drug Store, and maintains
the account for more than sixty (60) days on an individual basis, HHDDS will be
reimbursed Five Dollars ($5.00). IDM will charge the patient Fifteen Dollars
($15.00);
(b) for each patient that registers with IDM, identifies that they
heard about the product from a Happy Harry's Discount Drug Store, and maintains
the account for more than sixty (60) days on a family basis, HHDDS will be
reimbursed Eight Dollars ($8.00). IDM will charge the patient Twenty-Five
Dollars ($25.00);
(c) whenever a patient renews an account for a subsequent annual
membership on an individual basis, HHDDS will be reimbursed Three Dollars
($3.00). IDM's renewal fee charged to the patient will be Ten Dollars ($10.00);
(d) whenever a patient renews an account for a subsequent annual
membership on a family basis, HHDDS will be reimbursed Eight Dollars ($8.00);
(e) the parties hereto believe that state laws are not implicated
because (a) HHDDS by participating in this program are not providing medical or
medical related services and (b) they are being paid an administrative fee, to
reimburse their costs of participation.
INITIALS: IDM HHDD
------- ---------
2
3
5. Notices. Any notices to be delivered as provided under this
agreement shall be as follows:
TO: IDM
4333 North 30th Street
Boulder, CO 80301
TO: Happy Harry's Discount Drug Stores, Inc.
326 Ruther Dr.
Newark, DE 19711
6. Governing Law. This agreement shall be construed and interpreted
under the laws of the State of Delaware.
7. Binding Effect. This agreement shall be binding upon the parties
hereto and their successors and assigns.
INITIALS: IDM HHDD
------- ---------
3
4
IN WITNESS WHEREOF the parties hereto have executed this agreement the
day and year aforesaid.
IDMEDICAL.com
BY /s/ Richard J. Schaller Sr.
-------------------------------------
Richard J. Schaller Sr., Ph.D.
HAPPY HARRY'S DISCOUNT DRUG STORES
BY /s/ Alan B. Levin
-------------------------------------
Alan B. Levin
President and CEO
4