EXHIBIT 10.51
Oasis Information Exchange
CONTENT PROVIDER SALES AGREEMENT
This Agreement ("Agreement") made and entered into this ___18th__ day
of September_ 2000 by and between Oasis Information Exchange (Oasis), an
operating division of Surgical Safety Products, Inc. (SURG), a New York
Corporation and Imagyn Medical Technologies, Inc. ("Content Provider").
In consideration of the mutual promises herein contained, the parties
hereto agree as follows:
1) Services. Content Provider hereby purchases and Oasis hereby sells the
services described on Exhibit A attached hereto (the "Services").
2) Term. This Agreement shall commence on 9/18/2000 and shall continue for
one year thereafter.
3) Content Provider Fees. Content Provider shall pay Oasis in advance for
the Services described on Exhibit A attached hereto.
4) Additional Terms. Additional terms, if any, to this Agreement are set
forth on Exhibit A attached hereto.
5) Termination. This Agreement may be terminated by a party if: (1) the
other party has breached a covenant or obligation of this Agreement and
such breach remains uncured for five (5) days after written notice thereof
is sent to the breaching party; or (2) the other party ceases to conduct
business; or (3) should sufficient sponsorships not be obtained.
6) Relationship of the Parties. This Agreement does not make either party
the employee, agent or legal representative of the other for any purpose
whatsoever. Neither party is granted any right or authority to assume or to
create any obligation or responsibility, express or implied, on behalf of
or in the name of the other party. Neither party shall act or represent
itself or suffer or allow anyone else to hold themselves out as an agent or
employee of the other party. Neither party shall have authority, express or
implied, to make any representations or statements on behalf of the other
party. In fulfilling its obligations pursuant to this Agreement each party
shall be acting as an independent contractor.
7) Compliance with Laws and Regulations. Content Provider shall be solely
responsible for compliance with all laws and regulations governing products
offered or sold through Oasis.
8) Warranties and Representations. Oasis warrants that the services
performed by Oasis shall be in conformity with the specifications thereof
under this Agreement. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN, OASIS
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
9) Limitation of Liability. IN NO EVENT SHALL OASIS BE LIABLE TO CONTENT
PROVIDER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR
LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE
OR BREACH THEREOF, EVEN IF OASIS HAS BEEN
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ADVISED OF THE POSSIBILITY THEREOF. OASIS'S LIABILITY TO CONTENT PROVIDER
UNDER THIS AGREEMENT, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT
PAID TO OASIS BY CONTENT PROVIDER UNDER THIS AGREEMENT.
10) Indemnification. Content Provider shall indemnify, defend, and hold
harmless Oasis, its officers, directors, employees, and agents, and their
successors, heirs, and assigns, from and against any and all loss, claims,
suits, costs, expenses, liabilities, personal or consequential damages,
proceedings, and causes of action arising out of or connected with (i)
Content Provider's breach of this Agreement; and (ii) the use and operation
of any Products offered on Oasis pursuant to this Agreement.
11) Assignment. This Agreement shall not be assigned by either party
without the prior written consent of the other party. Notwithstanding the
foregoing, either party may assign this Agreement to any entity resulting
from the merger or consolidation of such party, to any entity which is
wholly or partly owned by such party or its parent entity, or to any
affiliate of such party without the prior written consent of the other
party. The assignee shall give thirty (30) days prior written notice of
such assignment to the other party. Any assignment in violation of this
provision shall have no force or effect.
12) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
13) Notices. All notices, demands, requests and other communication
required or permitted hereunder shall be in writing, addressed to the
addressee at its address set forth below or at such other address as such
party may have specified theretofore by notice delivered in accordance with
this Section, and shall be delivered by registered or certified mail or
personal service.
14) Integration/Modification. This Agreement constitutes the complete and
final expression of the agreement of the parties and supersedes all
previous contracts, agreements and understandings of the parties, either
oral or written, relating to the services under this Agreement. This
Agreement cannot be modified except by an instrument in writing executed by
the party against whom enforcement of the modification is sought.
15) Invalid Provisions. If any one or more of the provisions of this
Agreement, or the applicability of any such provision to a specific
situation, shall be held invalid or unenforceable, such provision shall be
modified to the minimum extent necessary to make it or its application
valid and enforceable, and the validity and enforceability of all other
provisions of this Agreement and all other applications of any such
provision shall not be affected thereby.
NOW THEREFORE, the parties have entered into this Agreement as of the first day
written above.
Oasis Information Exchange Content Provider
By: /s/ Michael Williams By: /s/ Keith Tholin
Print: Michael Williams Print: Keith Tholin
As Its: Executive Director - Oasis As Its: VP - Marketing
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EXHIBIT A
SERVICES, FINANCIAL COMMITMENT AND TERMS
CD-ROM PROMOTION
This non-exclusive promotional package is for twelve months commencing with the
distribution of approximately 100,000 CD-ROMS promoting OasisOR.com and Content
Providers in the December 2000 AORN Journal and additional direct mailings. In
the event the CD-ROM mailing is delayed beyond January 2001, then Content
Provider may elect to substitute other services provided by Oasis in exchange
for fees paid and due.
TOTAL PACKAGE FEES
The total discounted fee due for this special promotional package is $50,000 USD
paid as follows: The initial payment equaling $20,000. shall be paid prior to
October 15, 2000. The balance is paid in twelve monthly installments of $2,500.
These fees are for Promotional, Educational and Research services and are
available as a package promotion only. In the event this program, or one
substantially similar to this program is extended beyond one-year, Content
Provider may elect to participate on a right of first refusal basis.
PROMOTIONAL CONSIDERATION
PACKAGING: Content Provider will receive logo recognition on packaging and/or
liner notes for at least 100,000 CD-ROMs targeted towards, but not limited to,
nurses and doctors in the perioperative environment.
LABELING: Content Provider will receive text recognition on the actual CD-ROM
label for the affore mentioned 100,000 CD-ROMs targeted towards, but not limited
to, nurses and doctors in the perioperative environment.
DISPLAY ADVERTISING: Content Provider will receive recognition in display
advertisements to appear in at least twelve monthly issues of the AORN Journal.
ADDITIONAL CD-ROMS: Content Provider will receive 1000 additional copies of the
OasisOR.com CD-ROM for distribution to its customers in any manner deemed
appropriate. URL LINK: Content Provider may elect to allow an Internet link from
the OasisOR.com application directly to Content Provider or other approved
corporate web site.
EDUCATIONAL PARTICIPATION
TRAINLETS: Under this agreement, Content Provider may submit content for 20
Trainlets. At its discretion, Content Provider may elect to provide content for
additional Trainlets for an additional production fee of $1,500 USD per
Trainlet. Content Provider and Oasis will approve the final form and design of
these modules. These modules will reside on the OasisOR.com data center for
access from anywhere within the Oasis network as well as from within any other
web initiative so designated by Content Provider or the Oasis Information
Exchange.
Collection of the content for constructing the Trainlets will begin immediately
upon the signing of this agreement. All content material must be submitted to
Oasis within 30 days of the signing of this agreement. In the event that
collection of content exceeds 30 days, then Content Provider material may not be
included in the initial launch of OasisOR.com.
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RESEARCH OPPORTUNITIES
VIRTUAL SURVEYS: Content Provider may elect to utilize a virtual-survey research
tool allowing Content Provider to send electronic surveys directly to specific
healthcare workers or groups of healthcare workers. This fee will be paid for on
a transactional basis for answered surveys. A virtual survey may be released any
time during this one year agreement. The survey fee is $5.00 per returned
survey, is not included in the package fee stated above, and will be billed on a
monthly basis.
TRAINLET FEEDBACK: Content Provider may elect to utilize the feedback feature
within the Oasis trainlet. This fee will be paid for on a transactional basis
for answered surveys. Should Content Provider exercise this option a $1.00 per
returned feedback form would be charged. Feedback fees are not included in the
package fee stated above and will be billed on a monthly basis.
