Exhibit 10.2
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT made and entered into this 4th day of August,
2003 by and between Equity Technologies & Resources, Inc., with its principal
place of business at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("ETCR");
Verified Prescription Safeguards, Inc., with its principal place of business at
000 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("VPS"); VPS Holding, LLC, with
its principal place of business at 0000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx
00000 ("VPSH"), and Envoii Healthcare, LLC ("Envoii") with its principal place
of business at 0000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx 00000.
WHEREAS, the parties hereto entered into a Joint Venture Agreement on April
23, 2003, and now desire to terminate that Agreement and declare it null and
void ab initio; and,
WHEREAS, there is a need to clarify and reach a clear understanding as to
the terms involving potential revenues to be received by ETCR and VPS; and,
WHEREAS, it is still the intent of the parties to permit VPS, its
successors and assigns, the opportunity to develop information technology,
intellectual property and know-how related to prescriptions and the healthcare
industry, as part of a national electronic healthcare network initiative; and,
WHEREAS, it is the intent of VPSH to be acquired by Envoii, the terms of
which acquisition are being finalized, but which will not alter the terms
hereof.
WHEREAS, ETCR and VPS have pursued the development of prescription drug
monitoring databases for use in a controlled substance prescription environment,
as well as by third parties in non-controlled substance prescription
environments; and,
WHEREAS, VPSH was formed for a special purpose to undertake such efforts on
behalf of ETCR and VPS; and,
WHEREAS, ETCR AND VPS have been unable to contract for and/or arrange the
necessary funding and personnel to continue such project; and,
WHEREAS, Envoii has been pursuing similar technology and claims rights to
the development of such and to avoid any conflict the parties have agreed upon
an amicable and equitable resolution of the entitlement to such technology and
the economic benefits, if any, to flow therefrom; and,
NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of all of which is hereby
acknowledged, it is agreed by and between ETCR, VPS, VPSH, and Envoii, as
follows.
1. The Joint Venture Agreement dated April 23, 2003 is hereby terminated
and declared null and void ab initio.
2. Envoii shall immediately undertake the development of the system
described above and raise the necessary funding for the project.
3. ETCR, VPS, and VPSH shall deliver to Envoii any documents required to
transfer the technology to Envoii and execute any and all documents reasonably
required to accomplish this purpose.
4. VPSH shall assist Envoii as required for the development of the system
and contribution of its accumulated knowledge and contacts and relationships in
order to expedite the development of the technology.
5. (a) In consideration of the commitment VPSH and the resolution of any
potential conflicts regarding the technology being transferred, Envoii agrees to
pay VPSH a sum equal to twenty-five (25%) percent of contract revenues, if any,
exclusive of any proceeds from the contract with the Commonwealth of Kentucky,
with ETCR and VPS receiving one hundred (100%) percent of the benefits and
revenues distributed to VPSH. Such compensation shall be paid for the delivery
of contracts being the result of implementation and/or sale of prescription drug
monitoring technology for controlled substances or scheduled drugs to any third
party including governmental entities through the efforts of VPSH or VPS. For
all other contracts obtained through the efforts of Envoii, VPSH shall receive
five (5%) percent of contract, with ETCR and VPS receiving one hundred (100%)
percent of those revenues distributed to VPSH.
(b) It is mutually agreed that all parties will make a concerted
effort to work together to avoid duplicating resources and efforts. Any
such contracts shall be determined to be profitable by a method to be
agreed upon and mutually acceptable to VPSH and Envoii.
(c) The parties hereto will permit VPS, its successors and assigns,
the opportunity to develop information technology, intellectual property
and know-how related to prescriptions and the healthcare industry, as part
of a national electronic healthcare network initiative.
(d) It is also understood and agreed that the development of all
intellectual property, information technology and know-how related to
prescriptions and the healthcare industry, as part of a national healthcare
initiative, shall be the sole responsibility of VPS, its successors and
assigns, and all revenues will be passed on to and received by ETCR and
VPS, their successors and assigns.
(e) It is further understood and agreed that the technology,
intellectual property, information technology, and know-how that has been
heretofore assigned and licensed to VPSH and Envoii, that is not deemed
necessary for development of the VPS system, by Envoii, for the pilot
project and for implementation by any third party or governmental entity or
agency, and that will be made available by the parties to VPS, under the
terms of paragraph (c) above, will be licensed to VPS, its successors and
assigns.
6. VPSH hereby agrees that any and all funds received from Envoii shall
pass through to ETCR or VPS, as may be designated to be most beneficial to the
shareholders and creditors of each, without any tax consequences to VPSH. This
decision shall be made by management within its sole discretion.
IN WITNESS WHEREOF this Joint Venture Agreement has been executed this 4th day
of August, 2003.
Equity Technologies & Resources, Inc. Verified Prescription Safeguards, Inc.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
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By: Xxxxx X. Xxxxxxx, President By: Xxxxx X. Xxxxxxx, President
VPS Holding, LLC Envoii Healthcare, LLC
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxx
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By: Xxxxx X. Xxxxxxx, Managing Member Xxxxx X. Xxxxxx, Member
