LICENSING AGREEMENT
THIS LICENSING AGREEMENT ("Agreement"), by and between Gold Standard Multimedia
Inc., ("GSM"), a Florida corporation with offices located at 0000 Xxxxxxxxx
Xxxx., Xxxxx 000, Xxxxx, XX 00000, and GlobalNetCare, Inc. ("GNC") with offices
located at 0000 XxXxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx, X0X 0X0, Xxxxxx,
specifies the terms and conditions for GNC to display a subset of GSM's Clinical
Pharmacology Online ("CPO") on the GNC World Wide Web Site
(xxxx://xxx.xxxxxxxxxxxxx.xxx).
DEFINITIONS
GNC's World Wide Web Site ("Web Site") means the site on the Internet known as
xxxx://xxx.xxxxxxxxxxxxx.xxx, an interactive service for distribution of health
information and services to health care professionals and consumers through
Internet delivery methods.
Clinical Pharmacology Online (CPO) is defined as a subset of information from
GSM's core Clinical Pharmacology Online product. CPO shall include generic
names, brand names, chemical structures, drug photos, description, mechanism of
action, pharmacokinetics, and patient education information for all drugs in
GSM's core Clinical Pharmacology product that have Full Monographs, either as of
the date of this Agreement or anything during the Term thereof.
1.DISTRIBUTION: During the Term of this Agreement, GNC may link to CPO from
their Web Site (xxxx://xxx.xxxxxxxxxxxxx.xxx). Except as set forth herein, no
other copying, dissemination, publication, display, or distribution in any form
of CPO, in whole or part, by GNC is permitted without the written consent of
GSM.
2.GNC RESPONSIBILITIES: GNC will:
a. Maintain the link to CPO from their Web Site;
b. Provide GSM with calendar quarterly information regarding the
total number of both hits and unique users to the Web Site.
3.GSM RESPONSIBILITIES: GSM will:
a. Provide a professional technical support team to provide on
going technical assistance to GNC's technical support staff as
needed by phone or fax;
b. Make available the quarterly updates to CPO in a timely
manner, no later than 45 days after each quarter
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4.DELIVERABLES: GSM will provide access to CPO from a link from the Web Site to
generic names, brand names, chemical structures, drug photos, description,
mechanism of action, pharmacokinetics, and patient education information for all
drugs in GSM's core Clinical Pharmacology product that have full monographs.
5.GNC PAYMENT TO GSM: During the term of this Agreement, GNC will pay an annual
licensing fee to GSM of $18,500 US.
6.PAYMENT SCHEDULE: Upon signing, GNC will pay GSM US $5,000 of the annual
licensing fee. Three additional licensing fee payment will be due no later than
30 days after the end of each calendar quarter, as follows: US $4,500 due by
July 30, 1999, US $4,500 due by October 30, 1999, and US $4,500 due by January
30, 2000.
7.LATE PAYMENTS: There will be a late payment penalty of 1% interest per month
if payment is received after the dates listed in #6 above for the previous
quarter. 1% interest will accrue the first day payment is late, with an
additional 1% accruing on the thirtieth day thereafter until payment is made.
8.TRADEMARKS AND COPYRIGHTS: GNC hereby grants GSM a revocable license to use
any of the GNC service marks, trademarks, trade names and logos (the "GNC
Marks") in the advertisement and promotion of GSM during the term of this
Agreement. GSM acknowledges that GNC Marks are valid service marks, trademarks,
trade names and logos of GNC and the sole property of GNC. Additionally, GSM
shall be attributed as the source of the CPO content in sales literature and in
end-user documentation (if any).
9.TERM, CANCELLATION and RENEWAL: This Agreement commences on the first day of
the month on which the contract is signed, such as April 1, 1999, and is a
one-year agreement expiring 12 months alter, such as March 31, 2000. At
expiration, this Agreement will be renewable upon mutual agreement of the
parties as to terms and conditions for the subsequent period. If this Agreement
is not renewed, then GNC agrees immediately to remove the link to CPO files from
the Web Site. Additionally, if payment is more than 30 days late, pursuant to
Section 6, then GSM has the right to demand an expiration of Agreement with GNC
immediately removing the link to CPO files, with a penalty fee of $100 per day
until removal of all CPO displays.
10.INDEMNIFICATION: GNC agrees to indemnify GSM and hold it harmless against all
claims and damages including, without limitation, reasonable attorneys' fees,
arising out of, related to, or in any way connected with any use of CPO, unless
such claims or damages result from the infringement of any copyright or other
proprietary right of any third party (except if due to a combination, addition
or modification, if applicable).
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11.GOVERNING LAW: Any disputes arising under this Agreement will be settled
according to the laws of the state of Florida, with venue in Hillsborough
County, Florida, or GSM's then-current headquarters location.
12.SIGNATURES:
FOR GSM: FOR GNC:
/S/ Xxx Xxxxxxx /S/ Xxxxxx Xxxxxxx
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Xxx Xxxxxxx, MD Xx. Xxxxxx Xxxxxxx
President President and CEO
"4/21/1999" "April 16, 1999"
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DATE DATE
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