SERVICES AGREEMENT
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THIS dated for reference day of August, 10 1999.
BETWEEN:
XX. XXXXXX XXXXX, a doctor residing at 00 Xxxxxxxxxx Xx., Xxxx xx Xxxx-Xxxxx,
Xxxxxx, X0X 0X0, Xxxxxx
(Referred to as the "Doctor")
AND:
GLOBALNETCARE, INC., a corporation incorporated under the laws of the State of
Florida with an office at 0000 XxXxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx, X0X
0X0, Xxxxxx
(Referred to as "GlobalNetCare")
WITNESSES THAT WHEREAS:
A. GlobalNetCare is in the business of operating a healthcare website,
XxxxxxXxxXxxx.xxx (the "Website"), to provide users with, among other things,
-individualized information, advice and support with respect to various health
issues;
B. The Website is composed of multiple Health n Centers (each an Information
Center), each dealing with specific health issues on a specialized and continual
basis and each serviced by a team of doctors (the "Information Center Team")
which updates and revises the Information Center on a regular basis-,
C. GlobalNetCare wishes to develop and implement an Information Center to
deal with:
a) trauma related injuries and conditions (the "Trauma Net Center") and
b) surgical care and practice (the "Surgical Information Centre");
D. As part of the Xxxxxxx, GlobalNetCare will assemble:
a) a team of medical specialists (the "Teleconference Team") to operate a
teleconference whereby GlobalNetCare will link, by video
teleconferencing over the Internet, various medical specialists
with other physicians, interns, students, patients or
other persons for the purpose of providing specialized
medical diagnosis and treatment services in connection with
various medical and health issues.
b) the Medical Policy Committee (MPG), consisting of doctors (each a
MPC Member), will scrutinize, review and
recommend revisions, deletions and addition, to the type
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of Information Center available on the Website and
provide advice on other services to be provided by
GlobalNetCare.
E. The Doctor possesses expertise in the diagnosis and treatment of trauma
related injuries and conditions and surgical care and practice;
F. GlobalNetCare wishes to retain the Doctor to:
a) develop and implement the Trauma Net Center,
b) assume the position of Co-chairman of the Teleconference Project,
c) assume the position of member of the Medical Policy Committee
d) provide GlobalNetCare with consulting services regarding various issues
of clinical and surgical care, and
e) act as GlobalNetCare's agent for the negotiation of certain strategic
alliances and contracts in connection with the Website
(the "Services"); and
G. The Doctor has advised GlobalNetCare of his willingness, ability and desire
to perform the Services;
THEREFORE in consideration of the premises and the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the parties hereto
covenant and agree as follows-
1. GlobalNetCare hereby engages the Doctor to provide, and the Doctor hereby
agrees to provide the Services as set out in this Agreement as an independent
adviser and consultant.
MATERIALS FOR THE TRAUMA NET CENTER
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2. The Doctor shall provide to GlobalNetCare information and materials on
the diagnosis and treatment of trauma related injuries and conditions (the
"Trauma Materials"), suitable in form and content for integration Into
GlobalNetCare's Pythian System, and satisfy-Ing such standards of professional
ethics and practices as shall be applicable
3. GlobalNetCare shall have the right to review the Trauma Materials and to
incorporate such amendments thereto as GlobalNetCare may, in its discretion,
reasonably require, If GlobalNetCare, acting reasonably, satisfies itself as to
the form and content of the Trauma Materials GlobalNetCare will provide written
notice (the "Trauma Acceptance Notice") to the Doctor of its acceptance or
rejection of same no later than the 14th business day following receipt of the
Trauma Materials. If GlobalNetCare fails to provide either a rejection, a
request for further Trauma Materials or the Trauma Acceptance Notice to the
Doctor within such time limits, it shall be deemed to have accepted the Trauma
Materials as of the first business day (the "Trauma Deemed Acceptance Date')
next following the date on which the Trauma Acceptance Deadline occurs- For
greater certainty, GlobalNetCare shall be deemed to have accepted the Trauma
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Materials on the earliest to occur of the Trauma Deemed Acceptance Date or the
date of the Trauma Notice of Acceptance (such earlier date, the "Trauma
Acceptance Date"), if it takes no other action.
4. For a period of five (5) years after the Trauma Acceptance Date, the
Doctor shall be the Head of the Trauma Net Center Team and shall be responsible
for the periodic review, maintenance and updating of the Trauma Materials to
ensure that such Trauma Materials continue to meet such standards of
professional ethics and practice as from time to time may be applicable.
APPOINTMENT TO BOARD OF DIRECTORS
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5. GlobalNetCare shall, within thirty (30) days of execution of this
Agreement, cause the Doctor to be appointed to the Board of Directors (the
"GlobalNetCare Board") of GlobalNetCare to hold office until the Doctor resigns
as a director or until the next annual general meeting of GlobalNetCare,
whichever is earlier.
6. The Doctor acknowledges that the GlobalNetCare Board is elected annually.
TELECONFERENCE PROJECT
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7. GlobalNetCare hereby appoints the Doctor as a co-chairman of the
Teleconference Project and the Doctor hereby accepts the appointment for the
term of this agreement-
8. During the term of this Agreement and while acting as co-chairman of the
Teleconference Project Team, the Doctor shall be responsible for the operation
of the Project.
MEDICAL POLICY COMMITTEE
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9. GlobalNetCare hereby appoints the Doctor as a Member of the Medical
Policy Committee and the Doctor hereby accepts such appointment for the term of
this Agreement.
CONSULTING SERVICES
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10. During the term of this Agreement, the Doctor shall provide to
GlobalNetCare twenty (20) hours per month of professional medical consulting
services (the "Consulting Services") regarding various issues of clinical and
surgical care as directed by GlobalNetCare.
STRATEGIC ALLIANCES AND CONTRACTS
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11. The Doctor covenants that he shall, as agent for and on behalf of
GlobalNetCare, use his best efforts to arrange alliance between GlobalNetCare
and Lucent Technologies.
12. The Doctor covenants that he shall, as agent for and on behalf of
GlobalNetCare, use his best efforts to arrange an alliance between GlobalNetCare
and U.S.S.C.
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COMPENSATION FOR SERVICES
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13. As the Doctor's compensation for services, other than the Consulting
Services, rendered under this Agreement, GlobalNetCare shall issue to the
Doctor, as fully paid and non-assessable, four hundred and eighty hundred
thousand (480,000) common shares in the capital of GlobalNetCare (the "Shares").
The Shares shall vest as to 200,000 Shares on the date of the execution of this
Agreement and 280,000 Shares upon completion of agreements with Lucent
Technologies, Guidant and U.S.S.C. or on each six (6) month anniversary of the
date of this Agreement ("Vesting Dates") until all 480,000 Shares have been
vested to the Doctor. The share certificates representing the first 200,000
Shares will be delivered by GlobalNetCare to the Doctor within thirty (30) days
of execution of this Agreement. The remaining share certificates shall be
delivered as to two (2) share certificates of 140,000 each on or before each of
the Vesting Dates as analyzed above. If this Agreement is terminated for any
reason, those Shares that have vested in the Doctor at the effective date of
termination shall be deemed to have been earned by the Doctor and no claim for
any additional shares, compensation, severance or consideration of any kind may
be made by the Doctor- provided, however, that GlobalNetCare shall have the
right to offset against any payment owing to the Doctor under this Agreement any
damages, liabilities, costs or expenses suffered by GlobalNetCare by reason of
the fraud, negligence or willful act of the Doctor, to the extent such right has
not been waived by GlobalNetCare.
14. The Doctor acknowledges that the Shares have not been registered
pursuant to the securities laws of any jurisdiction and are being issued
pursuant to exemptions from registration contained in the Securities Act
(Quebec) and the United States Securities Act of 1933, as amended (the "1933
Act"), and the Shares may only be sold in a jurisdiction in accordance with the
restrictions on resale prescribed under the laws of the jurisdiction in which
such shares are sold, all of which may vary depending on the jurisdiction.
Accordingly, the Shares will be subject to hold periods and other restrictions
as is stipulated by applicable securities legislation, including those
restrictions imposed on affiliates", as that term is defined in the 1933 Act.
GlobalNetCare agrees to add registration of any of the Shares issued to the
Doctor to any other share registration that it may file with the SEC during the
term of this Agreement,
15. As compensation for the Consulting Services rendered by the Doctor
pursuant to this Agreement, GlobalNetCare shall pay to the Doctor an honorarium
in the sum of US$3,500 per month payable monthly and effective as of the 1st of
June 1999.
16 At all times during the term of this Agreement, the Doctor shall cause
accurate books and records of all expenditures made by him in connection with
the activities being performed for GlobalNetCare under this Agreement to be kept
and keep all invoices, receipts and vouchers relating thereto. If a special
expense is required, GlobalNetCare may give the Doctor prior approval of -its
willingness to reimburse for particular expenses. GlobalNetCare must provide
such consent in writing prior to the expense being incurred.
17. In performing services hereunder, the Doctor shall be an independent
contractor and not an employee or agent of GlobalNetCare, except that the Doctor
shall be the agent of GlobalNetCare solely in circumstances where the Doctor
must be the agent to carry out his obligations as set forth in this Agreement.
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18. Nothing on this Agreement shall be deemed to require the Doctor to
provide his services exclusively to GlobalNetCare and the Doctor hereby
acknowledges that GlobalNetCare is not required and shall not be required to
make any remittances and payments required of employers by statute on the
Doctor's behalf and the Doctor or any of his agents or employees shall not be
entitled to any benefits Provided by GlobalNetCare to its employees.
19. The Doctor warrants and represents to GlobalNetCare that:
a) he is duly licensed to practice Medicine in the Province of Quebec; and
b) the Materials and any updates thereto will be original works prepared
solely by the Doctor and will not infringe the copyright or other intellectual
property rights of any other party.
19. GlobalNetCare represents and warrants to the Doctor that it:
a) is a corporate duly incorporated and validly existing under the laws of
State of Florida;
b) has the corporate capacity to enter into this Agreement and has taken all
of the necessary steps to authorize the execution thereof; and
c) is authorized to issue and deliver to the Doctor the Shares.
20. GlobalNetCare shall hold harmless and indemnify the Doctor, his
successors and assigns, from and against any and all liabilities, costs,
damages, expenses and lawyers" fees resulting from or attributable to the use of
the Materials or any updates thereto by GlobalNetCare. GlobalNetCare agrees to
obtain adequate insurance coverage for such liabilities, costs, damages,
expenses and lawyers' fees attributable to the use of the Materials or any
updates thereto. The Doctor shall be named insured under these policies.
2l. This Agreement may be terminated by the Doctor by giving GlobalNetCare
60 days written notice of such termination- This Agreement may be terminated by
GlobalNetCare for non-performance or breach of contract by the doctor. The term
of this Agreement is five (5) years from the date first indicated above.
22. In the event that the Doctor ceases to carry out his duties and perform
the services hereunder, or if the Doctor resign unilaterally and on his own
initiative from all of his positions hereunder, this Agreement shall be deemed
to be terminated by the Doctor as of the date of such cessation of Duties or
such resignation, and GlobalNetCare shall have no further obligations-
23 Upon termination of this Agreement after delivery of the Acceptance
Notice for any reason, the Doctor shall upon receipt of the Shares, promptly
deliver the following in accordance with the directions of GlobalNetCare all
documents pertaining to GlobalNetCare or this Agreement, including but not
limited to, all books of account, corresponding and contracts.
24, All Materials, updates to Materials or reports, documents, concepts,
products and processes together with any marketing schemes, business contracts,
or any business opportunities prepared, produced, developed, or acquired, by or
at the direction of the Doctor, directly or
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indirectly, in connection with or
otherwise developed by the Doctor in accordance with this Agreement
(collectively, the 'Work Product") shall unless rejected, belong exclusively to
GlobalNetCare which shall be entitled to all right, interest, profits or
benefits inn respect thereof. No copies, summaries or- other reproductions of
any Work Product shall be made by the Doctor or any of his agents or employees
without the express permission of the GlobalNetCare.
25- The Doctor shall not, except as authorized or required by his duties,
reveal or divulge to any person or companies any of the trade secrets, secret or
confidential operations, processes or dealings or any information concerning the
organization, business, finances, transactions or other affairs of
GlobalNetCare, which may come to the knowledge of the Doctor during the term of
this Agreement and shall keep in complete secrecy all confidential information
entrusted to the Doctor and shall not use or attempt to use any such information
in any manner which may injure or cause loss, either directly or indirectly, to
GlobalNetCare's business or may be likely so to do.
25. The Doctor shall use his best efforts to comply with such directions, as
GlobalNetCare shall make to ensure the safeguarding or confidentiality of all
information, GlobalNetCare may require that any agent or employee of the Doctor
execute an agreement with GlobalNetCare regarding the confidentiality of all
such information.
26. Each party shall at any time, and from time to time hereafter, take any
and all steps and execute, acknowledge and deliver to the other party any and
all further deeds, instruments and assurances that the other party may
reasonably require for the purpose of giving full force and effect to the
provisions of this Agreement-
28. This Agreement shall not be assignable.
29. This Agreement shall ensure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.
30. This Agreement all matters arising thereunder shall be construed under
and governed by the laws of the Province of Quebec and the laws of Canada
applicable therein.
31. The heading of the sections and subsections herein are for convenience
only and shall not control or affect the meaning or construction of any
provisions of this Agreement.
32. This Agreement shall not be amended or otherwise modified except by a
written notice of even date herewith or subsequent hereto signed by both
parties.
33. All notices, requests and communications required or permitted hereunder
shall be in writing and shall be sufficiently given and deemed to have been
received upon personal delivery or, if mailed, upon the first to occur of actual
receipt or forty-eight (48) hours after being placed in the mail, postage
prepaid, registered or certified mail, return receipt requested, respectively
addressed to the Doctor or GlobalNetCare as follows:
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The Doctor.-
Xx. Xxxxxx Xxxxx
33 Kindersley
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Xxxxx Xxxx-Xxxxx, Xxxxxx, X0X 0X0
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Fax Number: (000) 000-0000
GlobalNetCare:
GLOBALNETCARE, Inc.
0000 XxXxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx, X0X 0X0
Fax: (514) 288 - 6309
Attention: The President
Or such address as may be specified in writing to the other party, but notice of
a change of address shall be effective only upon the actual receipt.
34. Time is of the essence.
35. This agreement may be executed in several counterparts, each of which
will be deemed to be an original and all of which will together constitute one
and' the same instrument.
36. Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Agreement as of
the day and year first above written,
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the
date first above written.
SIGNED, SEALED AND DELIVERED by XX.XXXXXX XXXXX in the presence of:
/s/Xxxxxx Xxxxxxx
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Name
XXXXXX XXXXXXX [X. XXXXX]
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Address Xx. XXXXXX XXXXX
2000 XxXxxx College
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Montreal
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Occupation
CEO GLOBALNETCARE
