Exhibit
10.2


 


 


AGREEMENT


 


 


This
agreement is entered into as of June 1, 2003 by and between Refocus Group,
Inc.  (“Client”) and Promedica
International, a California corporation, (“Promedica International”) as
follows:


 


1.                                      Services


 


A.                                   Promedica International will render during
effectiveness of this agreement such services as outlined in the scope of work
and Client will review any work specified for review within the timeframe
indicated.


 


B.                                     Special Services. 
In addition to the proposed services, Promedica International is
prepared to provide additional special services, as Client shall request.  Before Promedica International begins any
such Special Services, Client and Promedica International shall agree upon the services
to be provided and Promedica International’s compensation thereof.


 


2.                                      Confidentiality


 


Promedica International agrees not to divulge to any third party any
proprietary or confidential information, or other materials provided by Client,
except as authorized by Client or as required by legal process.  Promedica International also agrees that any
reports, marketing information, or other materials provided by Client for
Promedica International’s exclusive use shall not be divulged by Promedica
International to any third party.


 


3.                                      Compensation


 


In consideration of the services to be performed by Promedica
International, Client will compensate Promedica International in accordance
with the following standard billing practices:


 


(a)          Client will compensate Promedica International for the Project as
defined in the associated proposal.  A
deposit as specified in the attached scope of work will be due at project
initiation.  Promedica International
will retain the deposit until project completion, termination of this
agreement, or at its discretion, apply the deposit against invoices over 60
days late.  In the event the deposit is
applied toward late invoices, the full deposit amount will be due prior to
continuation of contract services. Upon project completion or termination of
this agreement, this deposit will be applied toward any unpaid fees and
expenses.


 


(b)         Client will reimburse Promedica International for reasonable expenses
incurred; including postage and travel, and also including any other expenses
that have been approved in advance by Client. 


 

















4.             Billing
Procedures


 


(a)          All invoices shall be due fifteen (15) days after the date of issue.


 


(b)         If Client fails to make any payment due hereunder within fifteen (15)
days after the same falls due, Client shall pay, in addition to the amount due,
interest thereon at 12% per annum as of the due date of such payment.


 


5.                                      Term and Termination


 


(a)          The term of this agreement shall commence as of June 1, 2003 and will
continue until Client or Promedica International terminate with or without
cause by giving the other thirty (30) days’ written notice. In the event of
premature termination, Client will pay for services rendered and expenses
incurred through the date of termination and Promedica International shall
refund any unused portion of the deposit paid by Client to Promedica
International under paragraph 3(a) above.


 


(b)         Upon the effective date of the termination of this Agreement, all
property in Promedica International’s possession belonging to Client pursuant
to the terms of Section 6 thereof and all contracts for services and materials
entered into by Promedica International for Client shall be returned/or
assigned to Client.


 


6.                                      Ownership


 


With the exception of database programs, formulas, modifications, and
algorithms (collectively, “Programs”) which shall in all events remain the
property of Promedica International, all other materials submitted or developed
by Promedica International for Client during the term of this agreement and
paid for by Client shall be Client’s property provided that either: (a) Client
uses such materials at least once prior to the termination hereof; or (b)
Client indicates in writing to Promedica International during the term hereof
that such materials are specifically within the Client’s designated plans for
adoption and exploitation.  All such
materials not so used or designated shall be Promedica International’s
property.  Client understands that
certain materials obtained by Promedica International from third parties,
including database software, have been or may be obtained pursuant to a license
with a vendor and Promedica International has not obtained title to those
products.  Accordingly, Client
understands that it is obtaining no legal right or title to these specific
materials.  Client hereby sells, transfers,
and assigns to Promedica International all rights Client may now or hereafter
have in the Programs.


 


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7.                                      Indemnification


 


A.                                   Client shall be responsible for the accuracy,
completeness and propriety of information concerning its organization,
capabilities, products, services, and data, which it furnishes to Promedica
International.  It will be Client’s
responsibility to review all materials prepared by Promedica International
under this agreement to confirm that representations, direct or implied, with
respect to Client are supportable by competent and reliable tests or other
objective data then possessed by Client, as well as to confirm the accuracy and
legality of the descriptions of Client’s products or services.


 


B.                                     Except
for claims based on the gross negligence or willful misconduct of Promedica
International, Client shall defend, indemnify and hold Promedica International
harmless from and against any and all losses, damages, liabilities, claims,
demands, suits, and expenses (including reasonable attorneys’ fees) that
Promedica International may incur or be liable for as a result of any claim,
suit, or proceeding made or brought against Promedica International based upon
or arising out of:


 


(a) any descriptions of Client’s products or services contained in
clinical or market research material created, placed, or produced by Promedica
International;


 


(b) any service performed by Promedica International for Client
hereunder; or


 


(c) any alleged or actual defects in Clients products.


 


C.                                     CLIENT AGREES THAT PROMEDICA INTERNATIONAL SHALL
HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, OR FOR
LOSS OF PROFITS ARISING OUT OF SERVICES PERFORMED OR OMITTED TO BE PERFORMED BY
PROMEDICA INTERNATIONAL HEREUNDER, OR OUT OF ANY BREACH OR ALLEGED
BREACH OF THIS AGREEMENT.  CLIENT
FURTHER AGREES THAT THE AMOUNT OF ANY DAMAGE TO WHICH IT MAY BE ENTITLED FROM
PROMEDICA INTERNATIONAL FOR ANY BREACH OR ALLEGED BREACH OF THIS AGREEMENT OR
OTHERWISE IN CONNECTION WITH THE SERVICES TO BE PERFORMED BY PROMEDICA
INTERNATIONAL HEREUNDER SHALL BE LIMITED TO THE AMOUNT PAID TO PROMEDICA
INTERNATIONAL UNDER THIS CONTRACT.


 


D.                                    After
Promedica International has issued material to the press or to another third
party, its use is no longer under Promedica International’s control.  Promedica International can therefore not
assure the use of its press material by any publication, nor, if published, that it will be accurate.


 


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8.  Document
Storage


 


Client agrees that Promedica International’s duty regarding document
storage is limited to retaining study records in a normal business manner.  Promedica International has no liability for
loss of records caused by third parties or acts of God.


 


9.  CRO/Client


 


In purchasing materials or services on Client’s behalf as set forth in
the attached proposal, Promedica International will be acting as Client’s
agent.  All orders placed will be under
Promedica International’s name, and Client will reimburse the expenses upon
receipt of Promedica International’s invoice.


 


10.  Entire Agreement


 


This Agreement and the attachments hereto constitute the entire
agreement with respect to the subject matter hereof, and may only be modified
or amended in writing signed by the party to be charged.


 


11.  Construction


 


This Agreement shall be construed in accordance with and governed by the
laws of the State of California.


 


12.  Titles


 


Titles are for reference only. 
In the event of a conflict between a title and the content of a section,
the content of the section shall control.


 


13.  Miscellaneous


 


The parties agree and stipulate that this Agreement is made in
California.  Any controversy that cannot
be settled by agreement of the parties shall be settled by arbitration in
Orange County, California in accordance with the civil reference procedures set
forth in the California Code of Civil Procedure, and judgment upon the award
rendered shall be entered in any court having jurisdiction thereof.


 


This
Agreement is accepted by:


 


	
  Promedica
  International

  	
  Refocus
  Group, Inc.

  
	
  a
  California corporation

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  Its

  	
   

  	
   

  	
  Its

  	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  	
   

  	
  Date

  	
   

  	
   

  
										



 


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