Exhibit 10.02
THIS AGREEMENT is made on this lst day of July 1999, between Purchase Plus
Buyers Group, (hereinafter PPBG) Buyer, an Ohio corporation and HealthLink
International (hereinafter HLI), Seller, a Nevada corporation qualified to do
business in the state of Ohio.
RECITALS
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WHEREAS, PPBG, the Buyer desires to acquire the right to have health care
benefits provided by the HLI, the Seller to its representatives at the price and
under terms and conditions specified below
WHEREAS, PPBG, the Buyer desires to acquire the right to redesignate (private
label) ULI products and services as its own and to further market these same
products and services to its consumers throughout North America.
WHEREAS, ULI, the Seller desires to acquire the right to use the discounted
products and services of PPBG, the Buyer, as a benefit under their discounted
consumer products division.
CONSIDERATION
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THEREFORE, in consideration of the mutual promises and agreements expressed in
this instrument, the Parties agree to be bound by the terms of this document
PENCUNIARY CONSIDERATION
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THEREFORE, in consideration for the exchange of products and services PPBG, the
Buyer, shall remit the sum of $32.35 per year for each and every individual that
shall choose to become enrolled and avail themselves of the rights and benefits
of membership.
CONDITIONS
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Condition Precedent
The rights and obligations of the Parties are expressly made subject to the
followin8 condition precedent: the Seller must first contract for and obtain the
rights to both the services and provider base required by PPBG.
Condition Subsequent
In the event HLI shall fail to successfully negotiate for the services and
providers required by PPBG this contract and all rights granted under this
contract will terminate.
(This paragraph continues on the next page.)
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Condition of Satisfaction
The obligation of the buyer to provide consideration in conditioned on the
delivery of health care benefits by HLI. The Seller shall have sole right to
determine whether such delivery is satisfactory to their subjective standards,
regardless of objective standards or the opinion of others.
INDEMNIFICATION
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PPBG, the Buyer agrees to indemnify HLI, the Seller for all losses incurred on
account of any injury, damage or pecuniary deficit which arises as a result of
the acts or omissions of PPBG, its agents or employees in the performance of
this contract.
HLI, the Seller agrees to indemnify PPBG, the Buyer for all losses incurred on
account of any injury, damage or pecuniary deficit which arises as a result of
the acts or omissions of HLI, its agents or employees in the performance of
this contract.
EXCULPATORY CLAUSE
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PPBG agrees to hold HLI harmless for losses incurred on account of any injury to
person or damage to property sustained as a result of the acts and omissions,
including the negligent acts and omissions, of HLI or their agents or employees
in the performance of this contract.
HLI agrees to hold PPBG harmless for losses incurred on account of any injury to
person or damage to property sustained as a result of the acts and omissions,
including the negligent acts and omissions, of PPBG or their agents or employees
in performance of this contract
FOURCE MAJEURE CLAUSE
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If HLI is prevented from completing performance of any or all of its obligations
under this Agreement by an act of God or any other occurrence beyond its
control, then it will be excused from further performance on notice to PPBG
stating the reason for the nonperformance.
The parties understand that performance by HLI may be interrupted or delayed by
an occurrence outside of its control, including but not limited to the
following: an act of God, war, riot, sovereign conduct, or conduct of third
parties. If that should occur, HLI
(This paragraph continues on the next page)
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will he excused from performance for as long as it is reasonably necessary to
complete performance. In case of any dispute as to the parties will submit the
matter to arbitration.
TERMINATION
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The term of this agreement shall be 2 years with automatic renewal
Either party may terminate this agreement by the giving of 30 days written
notice to the other party.
ARBITRATION CLAUSE
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Any controversy or claim arising out of or relating to this contract, or breach
thereof, will be settled by arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.
ATTORNEY'S FEES
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No attorneys fees shall be awarded as a result of litigation stemming from this
contract except that the prevailing party shall have the right to recover from
its adversary party the reasonable cost associated with the support of such
litigation.
INTEGRATION of AGREEMENT
------------------------
This agreement supersedes any prior written or oral agreements between the
regarding the subject matter of the agreement, and contains all covenants and
agreements between the parties with respect to that subject matter. Each party
to this agreement acknowledges that no representations, inducements, promises,
or agreements orally or written, have been made by any party, or anyone acting
on behalf of any party, other than those embodied in this agreement, and no
other agreement, and that no other agreement, statement, or promise not
contained in this agreement will be valid or binding.
ENTIRETY and SEVERABILITY PROVISIONS
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This agreement is indivisible as to all of the performances to be rendered under
it Breach of any obligation to be performed by PPBG constitutes a breach of the
entire agreement and will give HLI the right to terminate this agreement, a
breach by HLI shall confer reciprocal rights on PPBG.
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CHOICE of LAW CLAUSE
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This agreement will be governed by and construed in accordance with the laws of
the State of Ohio.
EFFECTS of CAPTIONS
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Captions of this section are for convenience and reference only and the words
contained must not be held to modify, amplify, or aid in the interpretation of
the provisions of this agreement.
ASSIGNABILITY CLAUSES
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This agreement may not be assigned in part or in whole except as an entire
transfer in sale or as a result of the joint written agreement of both PPBG and
of FILL. The consent to a mutually agreed upon transfer will not be unreasonably
withheld.
NOTICE PROVISIONS
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Any notice to be given under this agreement by either party to the other must be
in writing and may be effected by personal delivery, registered or certified
mail, return receipt requested.
EXECUTION BLOCK
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Executed on July 1,1999 at Westerville Ohio
Purchase Plus Buyers Group Inc. HealthLink International Inc.
By By
Gene Armold, Hugh McDonald,
President CEO
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