1) This is an agreement between New Patient Systems Inc., hereafter called “Party1”, and me (the person submitting the payment details) hereafter called “Party2”.

2) Party1 will contribute the following: marketing strategies for Party2. Party2 will contribute the following: Any information to help Party1 design and implement the marketing strategies.

3) a) Testimonial on Party2’s letterhead after at least 6 months of work representing factual events. Party2 allows Party1 the rights to use the testimonial for the purpose of marketing / advertising Party1’s business.
b) Based on the option chosen, Party2 agrees that this is for new patient calls/emails/walk-ins only. “New patient” is defined as anyone who hasn’t been to the office before and inquires about Party2’s services. It is up to Party2 to make sure staff answer the phones, emails and can speak with new patients appropriately.

4) Due to the nature and volume of the work involved, service will continue on a monthly basis until and unless Party2 notifies Party1 that other arrangements are to be made – 30 days in advance in writing. In case of dispute, both parties will negotiate a dissolution agreement mutually or failing that, through a neutral 3rd party arbitration (not a lawyer) service chosen mutually.

5) Party1 agrees not to divulge any of the following to anyone at any time: information relating to the business and affairs of Party2, Party2’s clients, and any trade secrets or other intellectual property belonging to Party2. Party2 also agrees not to divulge any of the following to anyone at any time: information relating to the business and affairs of Party1, Party1’s clients, and any trade secrets or other intellectual property belonging to Party1.

6) Party1 remains the owner of all intellectual property and marketing materials created and provided by Party1 for Party2. Party2 agrees not to sell, distribute, license or disclose any information about the marketing strategies, products or services that Party 1 develops without explicit permission from Party1. This applies to but not limited to Party2’s employees, staff and contractors or anyone else that works with or knows Party2. Party1 agrees not to sell, distribute, license or disclose any information about the marketing strategies, products or services that Party2 develops without explicit permission from Party2. This applies to but not limited to Party1’s employees, staff and contractors or anyone that works with or knows Party1.

7) Party2 acknowledges that there are no guarantees and that factors outside of Party1’s control such as but not limited to Google’s (or other online company’s) business models, technology malfunctions, Party2’s internal and/or external business affairs (such as but not limited to: staff and/or doctor turnover, delay times in responses / approvals, doctor and/or staff and/or other consultants meddling and/or changing marketing materials, clinic purchases/sales, a change in expectations by Party2), may impact short and long term results, timing of results and costs, and is not the responsibility or fault of Party1. Should these events happen, Party2 and Party1 agree to work together to overcome those challenges. In no event shall party1 be liable for general, indirect, special, exemplary, consequential, incidental or punitive loss, damage or expense, including, but not limited to, lost profits, lost revenues, lost business opportunities without limitation as to whether such damages are considered to be direct, general or consequential damages. Party1 shall not be liable for any and all claims related to this agreement except to the extent of Party1's gross negligence or willful conduct. Party2 agrees that in no event may Party2 recover an amount in excess of half of the aggregate of fees paid to Party1 during the initial 12-month commitment or a maximum of 1 month of fees paid to Party1 afterwards.

8) Party1 and Party2 are not legal partners. Party1 is only providing consulting services only to Party2 based on the information given to Party1 by Party2 and therefore not responsible for Party 2’s internal/external business affairs. Party1 will pass all marketing materials to Party2 before release. Party2 is responsible to check any marketing materials prepared by Party1 for the factual and legal requirements before release.