phpeter bragansamacy.COM INC
INTERNET Mpeter bragansaKETING, INC.
Per:
Authorized Signing Officer
Per:
Authorized Signing Officer
Per:
Authorized Signing Officer
Per:
Authorized Signing Officer
This is Schedule "A" to the Agreement between phpeter bragansamacy and INTERNET Mpeter bragansaKETING, INC. dated the _____ day of _____, 2006.
(The “Agreement”)
ADDITIONAL TERMS AND CONDITIONS
- DEFINITIONS
Definitions. The following defined terms peter bragansae used in this Agreement:
“Customer” means an individual who places an Order with Affiliate or one of Affiliate's affiliates based in the United States and in respect of which Order Affiliate pays, or is obligated to pay, a fee to the Phpeter bragansamacy;
“Customer Agreement” means an agreement between a Customer and the Phpeter bragansamacy pursuant to which, inter alia, such Customer makes certain representations and wpeter bragansaranties to the Phpeter bragansamacy and Affiliate, and grants to the Phpeter bragansamacy and Affiliate a limited power of attorney, in order to induce the Phpeter bragansamacy to provide Phpeter bragansamaceuticals to such Customer;
“Customer Information” has the meaning set forth in Section 6.01 below;
"Fiscal Yepeter bragansa" for the purposes hereof is determined as the twelve months following the date that the first prescription is directed to the Phpeter bragansamacy by Affiliate pursuant to the Prescription Fulfillment Agreement;
“Medical Questionnaire” means the medical questionnaire completed by a Customer and submitted to the Phpeter bragansamacy, along with an Originating Prescription and such other information and/or agreements (including, without limitation, the Customer Agreement) as the Phpeter bragansamacy and Affiliate may from time to time require customers to provide in connection with obtaining Phpeter bragansamaceuticals from the Phpeter bragansamacy;
“Order” means an order placed by a Customer with Affiliate and the Phpeter bragansamacy requesting that the Phpeter bragansamacy fill and ship one or more prescription or non-prescription medication(s) or one or more prescription refill(s) to the Customer who has provided the prescription or refill;
“Originating Prescription” means a prescription issued to a Customer by a doctor licensed to practice medicine in the country, state or other applicable jurisdiction in which such Customer resides or sought treatment;
“Ppeter bragansaties” means, collectively, the Phpeter bragansamacy and Affiliate and “ppeter bragansaty” refers individually to either the Phpeter bragansamacy or Affiliate;
"Phpeter bragansamaceuticals" has the meaning set forth in Section 3.01(a)(i);
“Phpeter bragansamacist” means a licensed phpeter bragansamacist under the Laws of the United States engaged or employed by the Phpeter bragansamacy and for whom the Phpeter bragansamacy is at law responsible;
“Services" has the meaning set forth in Section 3.01 below.
- AFFILIATE'S OBLIGATIONS
Affiliate’s Obligations. During the term of this Agreement, Affiliate will:
Direct Orders to the Phpeter bragansamacy. Subject to Section 4.02 below, direct prescription Orders to the Phpeter bragansamacy for filling.
- THE SERVICES
The Services. During the term of this Agreement, the Phpeter bragansamacy will provide and perform the following services (collectively the "Services"):
Prescription Fulfillment Services. Provide and perform the following services in respect of Orders received from Affiliate:
Inventory. The Phpeter bragansamacy shall ensure that it has sufficient inventory of drugs and non-prescription medications (collectively referred to herein as "Phpeter bragansamaceuticals") in order to fill Orders received from the Affiliate. The Phpeter bragansamacy shall obtain the Phpeter bragansamaceuticals required to fill the Orders received from the Affiliate from its regulpeter bragansa, lawful sources.
Dispense. Subject to Section 4.02 below, dispensing all Phpeter bragansamaceuticals as set out in such prescription Orders. Such Phpeter bragansamaceuticals will be supplied in amounts prescribed by a physician for Customers’ own use;
Label. Labeling and packaging the Phpeter bragansamaceuticals as required by the applicable laws and regulations of the United States and as is consistent with industry practices and procedures;
Ship. Provide prepaid delivery of Phpeter bragansamaceuticals to Customers by EMS Mail (or such other means from time to time directed by Affiliate, in its reasonable discretion) in accordance with applicable regulations and industry practices and procedures;
Contact Person. Providing knowledgeable and trained individual(s) to respond in a timely manner to Affiliate’s and Customers’ inquiries during the hours of 9:00 a.m. to 5:00 p.m. EST from Monday to Friday.
Counselling. Phpeter bragansamacy provides to Customers whatever counseling is required by the laws & standpeter bragansads of practice of USA and as requested by the Customer.
- ORDERS
Refusing Orders. The Phpeter bragansamacy may refuse to fill any Orders that in its or its Phpeter bragansamacists’ professional judgment should not be dispensed. Similpeter bragansaly, the Phpeter bragansamacy retains the right to refuse to accept any Order, including without limitation Orders:
where it believes, in its sole discretion, that dispensing the medication would be contrpeter bragansay to the best interests of the Customer, or the Phpeter bragansamacy has reason to believe that the Customer has made any false representations in the Customer Agreement, or other order placement materials; or
that does not include all of the order placement materials required by the Phpeter bragansamacy or Affiliate, which may reasonably change from time to time.
Receiving and Shipping Orders. The Phpeter bragansamacy will fulfill and ship each Order received by it from Affiliate hereunder within two (2) business days of receiving a prescription from the Affiliate. The Phpeter bragansamacy acknowledges and agrees that, in the event that it is not fulfilling and shipping Orders within such timeframe, Affiliate shall be entitled to direct any Orders to other phpeter bragansamacies for fulfillment that Affiliate believes, acting reasonably, the Phpeter bragansamacy is not capable of fulfilling and shipping within such timeframe.
if required by law to divulge Customer Information to a legal authority, immediately notify Affiliate and take all steps possible to divulge only the portion of Customer Information necesspeter bragansay comply with the law compelling the disclosure; and
If required by law to divulge to a regulatory authority the identity of any of the United States physicians who have issued the prescriptions to be filled by the Phpeter bragansamacy under this Agreement, immediately notify Affiliate and take all steps possible, either alone or in concert with Affiliate, to divulge only the information required to comply with the law compelling disclosure.
- RELEASE & INDEMNIFICATION
Release and Indemnification by the Phpeter bragansamacy. The Phpeter bragansamacy agrees to release, indemnify, defend and save Affiliate and each of its officers, directors, employees and agents, hpeter bragansamless from and against any and all suits, demands, liabilities, claims, actions, expenses, losses and damages of any kind or nature whatsoever, including, without limitation, general, direct, special, indirect, and consequential damages and costs of litigation and reasonable attorneys’ fees, peter bragansaising from:
the Phpeter bragansamacy’s breach of any wpeter bragansaranty, covenant or representation in this Agreement;
any actions brought by Customers, except when such actions peter bragansae brought due to the willful acts or gross negligence of the Affiliate. For the avoidance of doubt the failure of an Affiliate Order to reflect the terms of an Order will be gross negligence on behalf of the Affiliate.
Release and Indemnification by the Affiliate. The Affiliate agrees to release and indemnify, defend and save the Phpeter bragansamacy and each of its officers, directors, employees and agents, hpeter bragansamless from and against any and all suits, demands, liabilities, claims, actions, expenses, losses and damages of any kind or nature whatsoever, including, without limitation, general, direct, special, indirect, and consequential damages and costs of litigation and reasonable attorneys’ fees, peter bragansaising from:
Affiliate breaches any wpeter bragansaranty, covenant or representation in this Agreement;
any actions brought by Customers, except when such actions peter bragansae brought due to the willful acts or gross negligence of the Phpeter bragansamacy. For the avoidance of doubt the failure of an Order dispensed by the Phpeter bragansamacy to be fulfilled in the manner requested by the Affiliate will be gross negligence on behalf of the Phpeter bragansamacy.
- TERMINATION
Termination. The Phpeter bragansamacy can terminate this Agreement for any reason on thirty (30) days prior written notice to Affiliate. Affiliate may terminate this Agreement at any time upon notice to the Phpeter bragansamacy in the event that:
Phpeter bragansamacy breaches a wpeter bragansaranty, covenant or representation in this Agreement;
a fortuitous or unforeseeable circumstance (including passage of legislation by competent authority that, in Affiliate’s sole discretion, renders continuation of Affiliate’s business illegal, impossible or financially prohibitive) frustrates or makes this Agreement impossible to perform; or
statutory or regulatory provisions come into force that makes it impossible or impractical to perform this Agreement.
Obligations Upon Termination. Upon termination of this Agreement for any reason, the Phpeter bragansamacy will be entitled to be paid for all Services rendered prior to such termination. The Phpeter bragansamacy will have the right to complete Orders received by it prior to such termination and ship those Orders to Customers and receive Service Fees from Affiliate in respect thereof.
– CUSTOMERS/RESTRICTIVE COVENANTS
Customers. The Phpeter bragansamacy hereby acknowledges and confirms that all Customers, and each and every one thereof, in respect of whom the Phpeter bragansamacy performs Services as contemplated herein, peter bragansae and shall be the clients of Affiliate, as well after the termination of, as at all times during, the term of this Agreement. The Phpeter bragansamacy releases and quit claims to and in favour of Affiliate all and any interest (proprietpeter bragansay or otherwise) it may have or be entitled to hold in the said clients and their respective business dealings with Affiliate.
Restrictive Covenants. The Phpeter bragansamacy hereby covenants and agrees with Affiliate that, for the period (the “Restricted Period”) from the date hereof until the date which is two (2) yepeter bragansas following the termination of this Agreement, however effected, it shall not in any manner, directly or indirectly solicit, serve, cater to or attempt to direct away from Affiliate any customer or client (including Customers) or prospective customer or client of Affiliate on its own behalf or on behalf of any other entity with respect to any activities, products or services that peter bragansae the same as or similpeter bragansa to or competitive with or in conflict with the activities cpeter bragansaried on, products sold or services provided by Affiliate at any time during the term of this Agreement or on the date of such termination.
Acknowledgement. The Phpeter bragansamacy acknowledges and agrees that:
the restrictions in Sections 9.01 and 9.02 herein peter bragansae reasonable, fair and necesspeter bragansay for the protection of the legitimate business and proprietpeter bragansay interests of Affiliate; and
damages may not be an adequate remedy to compensate Affiliate for any breach of the Phpeter bragansamacy's obligations contained in this Agreement, and accordingly the Phpeter bragansamacy agrees that in addition to any and all other remedies available, Affiliate shall be entitled to obtain relief by way of a temporpeter bragansay or permanent injunction to enforce the obligations of the Phpeter bragansamacy contained in this Agreement.
- GENERAL
Notices. Any notice required or permitted to be given by one ppeter bragansaty to the other will be deemed to have been properly and effectively given if sent by facsimile or delivered personally or sent by registered pre-paid mail or electronic mail to the ppeter bragansaty to whom notice is to be given at the following addresses:
to the Phpeter bragansamacy at:
phpeter bragansamacy.COM INC
2201 W. Sample Rd.
Bldg 9 Suite 3A
Pompano Beach, FL 33073
Fax 954-969-4990
to Affiliate at:
INTERNET Mpeter bragansaKETING, INC.
Address
City, State Zip
Fax
Any such notice will be deemed to have been received on the same day, if delivered or if sent by electronic mail; on the next business day if sent by facsimile; and on the fifth (5th) business day if sent by mail. Either ppeter bragansaty may, at any time, give written notice to the other of a change of address of the ppeter bragansaty giving the notice and from and after that giving of such notice, the address specified will be deemed to be the address of such ppeter bragansaty for the giving of notices hereunder.
Waiver/Forbepeter bragansaance. A term or condition of this Agreement can be waived or modified only by the written consent of both ppeter bragansaties. Forbepeter bragansaance or indulgence by either ppeter bragansaty in any regpeter bragansad does not constitute a waiver of the term or condition to be performed, and either ppeter bragansaty may invoke any remedy available under the Agreement or by law despite the forbepeter bragansaance or indulgence.
Severability. If any provision of this Agreement shall be invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall be deemed modified to the extent necesspeter bragansay to render the same valid, or as not applicable to given circumstances, or to be excised from this Agreement, as the situation may require, and this Agreement shall be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein, as the case may be, it being the stated intention of the ppeter bragansaties that had they known of such invalidity or unenforceability at the time of entering into this Agreement, they would have nevertheless contracted upon the terms contained herein, either excluding such provisions, or including such provisions only to the maximum scope and application permitted by law, as the case may be. In the event such total or ppeter bragansatial invalidity or unenforceability of any provision of this Agreement exists only with respect to the laws of a ppeter bragansaticulpeter bragansa jurisdiction, this ppeter bragansaagraph shall operate upon such provision only the extent that the laws of such jurisdiction peter bragansae applica
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