EXHIBIT 10.6
This agreement is entered into between Medivisor, Inc, (the company) and Cura
Pharmaceutical Inc. Medivisor will provide It's expertise in the development of
a fully interactive website and marketing to the healthcare arena to promote
lead generation through its "e-Challenge" (eC) program. THE SPECIFICS OF THE
implementation of this program are as follows.
1) Medivisor will create key Meta tags during the development of the website
for Search Engine Optimization, start optimization as soon as website Is
developed and Direct Physician traffic to the site.
2) Medivisor will start marketing Cura Pharmaceutical products the end of
March till the end of 2006. Leads are to be provided to Cura
Pharmaceutical, as per the request of the Physician. For the purpose of
definition, a "lead" will be the name and telephone number of a contact
that has personally requested further Information about Cura Pharmaceutical
Inc.
3) Medivisor will email the "e-Challenge" to its database of Physicians,
Nurses, and Pharmacists.
4) Medivisor will produce a presentation for Cura Pharmaceutical Inc. This
will highlight the services of Cura Pharmaceutical Inc. Medivisor will work
closely with Cura Pharmaceutical Inc. in the production of this
presentation.
5) Cura Pharmaceutical Inc. will be responsible for assisting Medivisor with
any materials as related to their particular business. Cura Pharmaceutical
Inc. will have final approval of all presentations prior to emailing. Cura
Pharmaceutical Inc. agrees to cooperate in assisting the company to an
expeditious manner and identify one "lead' person who will interact with
Medivisor staff in this profit.
6) Leads from the eC will be stored in a Cura Pharmaceutical Inc, specific
database, which will be maintained by the company. The database will be
maintained for a period of one year.
7) Medivisor shall have the exclusive marketing rights to Cura's Innovative
products for mucositis (Mucotrol), renal dialysis nutritional supplement
formula (Albumax), and stroke nutritional supplement formula. Furthermore,
Cura and Medivisor shall negotiate in good faith for any new innovative
products which Cura intends to market in the USA territory, and shall be
included in this agreement.
8) Term: This Agreement shall be for an initial term commencing as of the
Effective Date of this Agreement and terminate on 12/31/2006. This
Agreement shall be extended automatically for two additional terms of one
(1) year each (each a "Renewal Term"), unless either Party gives written
notice of its intent not to renew this Agreement, such notice to be given
not later than thirty (30) days prior to the expiration date of the initial
Term or the first Renewal Term, in which event this Agreement shall expire
at the end of the then-current Initial Term or Renewal Term.
In the event of non-renewal of this contract by either party, then all
proprietary information regarding Cura products in Medivisor possession and
Cura Pharmaceutical Co., Inc. website shall be immediately transferred and
be Cura's property solely.
9) Fees: Cura Pharmaceutical Inc. shall pay $25,000.00 to Medivisor during the
initial term of the agreement payable as follows:
a) $5,000 upon signing of this agreement for the development of the
company website.
b) $1,000 per month, for the first 3 months, payable at the end of each
month for Search Engine Optimization of the website. (Due March 31,
April 30, May 31).
c) $17,000 payable on 12/29/2006 for the Marketing fees of 3 Cura
Pharmaceutical Inc. drugs, redeemable against commissions.
10) Commission: Medivisor shall receive the greater of 9 (C) or a commission of
8% to 15% of gross profits on the above-mentioned Cura Pharmaceutical Inc.
innovative products currently being marketed by Medivisor, Cura
Pharmaceutical Inc. shall on a monthly basis provide a detailed-list of net
sales that have occurred during the prior month. Medivisor has the right to
audit Cura's records for Mucotrol sales once every quarter.
In regards to Mucotrol, the commission shall be 10% of gross profits. In
relation to the renal dialysis nutritional supplement formula (Albumax),
and stroke nutritional supplement formula, the parties shall negotiate in
good faith a mutually agreeable percentage at a later date.
11) Governing Law: This Agreement shall be construed in accordance with and
governed in all respects by the laws of the State of New York. Any and all
disputes and controversies of every kind and nature between the parties
hereto arising out of or relating to this Agreement relating to the
existence, construction, validity, interpretation or meaning, performance,
non-performance, enforcement, operation, breach, continuance or termination
thereof shall be subject to an arbitration mutually agreeable to the
parties or, in the absence of such mutual agreement, then subject to
arbitration in accordance with the rules of the American Arbitration
Association. It is the intent of the parties hereto and the purpose of this
provision to make the submission to arbitration of any dispute or
controversy arising there under an express condition precedent to any legal
or equitable action or proceeding of any nature whatsoever.
Agreed to and accepted by:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ February 28, 2006
________________________ _________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date
President
Cura Pharmaceutical Inc.
/s/ ▇▇▇▇ ▇▇▇▇▇ February 28, 2006
________________________ _________________
▇▇▇▇ ▇▇▇▇▇ Date
President
Medivisor, Inc.
