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EXHIBIT_000011

SUPPLIER AGREEMENT
by and between
VWN ePHARMACIES, LLC.
and
SPEEDSCRIPTS

THIS AGREEMENT is entered into this ___ day of ____________, 2002 by and
between VWN ePharmacies, LLC, a Georgia Limited Liability Company having its principal
place of business located at 2000 Powers Ferry Road, Suite 2-4, Marietta, Georgia 30067
(hereinafter referred to as “Company” or VWN ePharmacies”), and SpeedScripts a
corporation having its principal place of business located at
, (“Supplier”).

WHEREAS, the Company operates one or more web sites that assist customers who
desire to obtain on-line medical evaluations from licensed physicians in connection with certain
medical conditions;

WHEREAS, the licensed physicians contract with the Company to provide certain
management and marketing services, including arranging for certain pharmacies to fill
prescription medications prescribed by such physicians;

WHEREAS, the Company is desirous of entering into a relationship with Supplier to fill
prescriptions prescribed by licensed physicians utilizing the communication technology and
other services of the Company, and Supplier is desirous of providing those services to the
Company;

WHEREAS, the success of the Company materially depends upon protecting certain
confidential information and trade secrets, which the Company takes substantial measures to
protect;

WHEREAS, Supplier desires to enter into an agreement to fill prescriptions and ship
such medications to visitors of the Company’s web site(s);

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties, the Company and
Supplier agree to the following:

1. Purpose of This Agreement. Supplier desires to provide certain products and


services to customers of VWN ePharmacies and VWN ePharmacies is desirous of having
Supplier provide such products and services to VWN ePharmacies.

2. Definitions. For purposes of this Agreement, the following terms shall have the
meaning specified below:

(a) “Confidential Information” means information relating to VWN


ePharmacies’ business known and made available only to VWN ePharmacies and such of its
authorized agents, employees, customers and other contacts consisting of: (1) identifying
information including names, addresses, telephone numbers, and email addresses, relating to
customers of VWN ePharmacies; (2) rate and price information on products and services
provided through VWN ePharmacies and related physicians to their respective customers and
patients; (3) personnel data relating to VWN ePharmacies employees; (4) information relating to
techniques and expertise used in VWN ePharmacies’ business; and, (5) information contained in
Company files, interoffice documents and other internal documents prepared by or for VWN
ePharmacies or its employees at VWN ePharmacies’ expense or on VWN ePharmacies’ time.
Confidential Information does not include: (1) any information that is or shall be come generally
known in the trade through no fault of Supplier, (ii) any information received in good faith from
a third party who has the right to disclose such information and who has not received such
information, either directly or indirectly from VWN ePharmacies, (iii) any information that
Supplier can demonstrate was within its legitimate possession prior to the time of its engagement
by VWN ePharmacies, of (iv) any confidential information which does not constitute a trade
secret after two (2) years from termination of Supplier’s engagement by VWN ePharmacies.

(b) “Customer” - Any Person with whom Supplier has had material contact
on behalf of VWN ePharmacies during the two (2) years immediately prior to termination of
Supplier’s engagement with VWN ePharmacies who has purchased products or services through
VWN ePharmacies, or who Supplier has dealt with on behalf of VWN ePharmacies as a potential
buyer of products or services.

(c) “Person” - Any individual, corporation, bank, partnership, joint venture,


association, joint stock company, trust or unincorporated association.

(d) “Territory” - The geographic area within the United States in which
VWN ePharmacies does Business, limited to those states to which Supplier has shipped materials
to VWN ePharmacies’ customers.

AS, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET


FORTH HEREIN AND THE MONETARY CONSIDERATIONS FLOWING FROM
THIS AGREEMENT, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION,
THE RECEIPT AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY THE
PARTIES HERETO, THE PARTIES AGREE AS FOLLOWS:

3. Confidential Information. Such information and compilations of information


shall be contractually subject to protection under this Agreement whether or not such
information constitutes a trade secret and is separately protectable at law or in equity as a trade
secret.

(a) In carrying out this Agreement, Supplier agrees and acknowledges that
during Supplier’s engagement by VWN ePharmacies, Supplier has learned or will learn
important Confidential Information relating to VWN ePharmacies’ business (“Business”).
Supplier acknowledges that such Confidential Information is not generally available to the
public.

(b) Supplier agrees to protect VWN ePharmacies’ secrets and confidential


information. Supplier agrees not to use, except in connection with the provisions of supplies and

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medications to customers at VWN ePharmacies’ request, and not to disclose or give to others
during or subsequent to its business relationship with VWN ePharmacies, VWN ePharmacies’
Confidential Information. The parties acknowledge that they have, simultaneous with the
execution of this Agreement, executed a Non-Disclosure/Confidentiality Agreement, the terms
and conditions of which are incorporated herein.

(c) Supplier acknowledges that the confidential and proprietary information


about VWN ePharmacies customers, business, suppliers, contractors, business relationships, and
terms and conditions affecting and impacting the business of VWN ePharmacies which has been
learned or will be learned about VWN ePharmacies’ Business could be used to compete unfairly
with VWN ePharmacies and could also be of great value to VWN ePharmacies’ competitors.

(d) Supplier acknowledges that its engagement by VWN ePharmacies and its
continued engagements by VWN ePharmacies depends, to a significant degree, on Supplier’s
responsible use of and access to VWN ePharmacies’ Confidential Information. If VWN
ePharmacies’ management believed that Supplier would disclose Confidential Information to
outsiders, competitors or others who have no legitimate purpose to obtain such information or
that such information would be used by Supplier in competition with VWN ePharmacies or that
the confidential or proprietary information would be used by Supplier to the detriment of VWN
ePharmacies, VWN ePharmacies’ management would not share such information with Supplier.

(e) Supplier understands and agrees that the confidentiality and restrictive
covenant provisions contained in this Agreement are reasonable, appropriate, and necessary to
induce, permit and facilitate VWN ePharmacies’ entry into a business relationship with Supplier
under which agreement VWN ePharmacies will divulge or disclose Confidential Information to
Supplier. Supplier acknowledges that without such confidentiality and restrictive covenant
provisions, VWN ePharmacies would not have entered into any agreement with Supplier.

(f) Supplier, in addition to the restrictive covenants set forth above, agrees
that it shall not provide or assist in providing any prescription drugs to any competing business
of the Company.

4. Solicitation of Customers. During the term of this Agreement and for a period
of two (2) years after termination of Supplier’s engagement with VWN ePharmacies, Supplier
agrees not to solicit Customers in the Territory for the purpose of providing products or services
reasonably substitutable for those facilitated or procured through VWN ePharmacies. The
parties acknowledge that they have, simultaneous with the execution of this Agreement, executed
a Non-Disclosure/Confidentiality Agreement, the terms and conditions of which are incorporated
herein.

5. Obligations of VWN ePharmacies.

(a) On behalf of licensed physicians and their patients, VWN ePharmacies


will provide Supplier (i) an electronic [or other acceptable communication] prescription for
medication, properly authorized by a licensed physician in good standing, and (ii) patient
information setting forth the full name of the patient, the patient’s address, and other pertinent
information regarding the patient;

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(b) During the term of this Agreement, VWN ePharmacies reasonably expects
that Supplier will receive a minimum of 300 on-line prescription orders per day, Monday
through Friday.

6. Obligations of Supplier.

(a) Supplier agrees to maintain an adequate supply of prescription


medications (see Exhibit A for a description of the ‘types’ of medication routinely ordered by
VWN ePharmacies) on hand to properly satisfy the standard requirements of orders placed by
physicians associated with VWN ePharmacies. The Supplier shall ship, directly to the patient
the prescription medication described on described on Exhibit A and amendments thereto as
provided herein, which Exhibit and future amendments are made part of this Agreement, at the
respective costs there stated. The Supplier shall provide prescription medication to be used to fill
orders for patients of physicians associated with VWN ePharmacies. The Supplier shall be
responsible to pay its suppliers and VWN ePharmacies shall be responsible to pay the Supplier
for all medications shipped by Supplier to VWN ePharmacies’ customers. The Supplier shall
provide the necessary prescription medication at Supplier’s costs depicted on Exhibit A. Prices
for such medications may, from time to time, be subject to change; but the Supplier shall not
increase the prices set forth in Exhibit A without provided VWN ePharmacies at least seven (7)
days notice. The Supplier shall notify VWN ePharmacies via fax or other mutually agreeable
form of communication of any price change and the Supplier shall obtain an approval of such
price change before dispensing medication on behalf of VWN ePharmacies at any higher rate.

(b) Supplier agrees to ship, directly to the physician’s patient, the prescription
medication described on Exhibit A, a copy of which is attached hereto and made a part hereof, at
the respective costs set forth thereon.

(c) Supplier agrees to ship prescription medications to VWN ePharmacies’


customers by Federal Express, unless otherwise notified by VWN ePharmacies. It is understood
and agreed by and between the parties that VWN ePharmacies shall reserve the right to enter into
a contract or other relationship with Fed-Ex or any other carrier to ship the products which are
the subject of this Agreement and to pay said provider directly. VWN ePharmacies agrees to
provide Supplier with VWN ePharmacies’ Fed-Ex account number, which such account number
will be used by Supplier to ship the prescription medications. Fed-Ex will be responsible for
billing VWN ePharmacies for the all shipments on the account, and VWN ePharmacies will be
responsible for paying such bills.

7. Compensation Terms. VWN ePharmacies shall pay Supplier as a dispensing


fee seven and NO/100ths dollars ($7.00) for each order filled. (For purposes of this Agreement,
an “order” shall be defined to mean one individual’s ‘order’, regardless of quantity or number of
types of medication provided.) In addition, VWN ePharmacies shall pay Supplier an amount in
accordance with the prices listed on Exhibit A corresponding to the prescription medications on
same list for each prescription medication order dispensed and shipped to a VWN ePharmacies’
customer pursuant to this Agreement. The parties agree that Supplier shall be entitled to receive
and fill prescriptions on Saturdays. No guarantees or representations regarding quantity by either
party are made. VWN ePharmacies shall pay the Supplier weekly for those medications
dispensed by the Supplier on behalf of VWN ePharmacies during the week prior.

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8. Return of Materials. Upon termination of Supplier’s engagement for any reason
or at any time at VWN ePharmacies’ request, Supplier agrees to deliver to VWN ePharmacies all
of its electronic or written materials, documents, plans, records, notes, drawings or papers and
any copies thereof, in whatever media, which may be in Supplier’s possession or under
Supplier’s control that are related to this Agreement.

9. Insurance Coverages. Supplier shall have, in full force and effect, and shall
maintain throughout the entire term of this Agreement, insurance coverage in the amount of $1
million per occurrence, $3 million in the annual aggregate. Supplier shall provide VWN
ePharmacies evidence of such coverage upon request.

10. Termination of Agreement.

(a) Termination by Company or Supplier. The Company shall have the


right to terminate this Agreement immediately upon written notice to the Supplier, and Supplier
shall have the right to terminate this Agreement immediately upon written notice to the Company
if the terminating party learns of credible information about any illegal or prohibited activity on
the part of the other.

(b) Termination with Cause. Either party shall have the right to terminate
this Agreement upon the occurrence of any “material default” by the other party, as defined
herein. A “material default” shall be defined as the failure of a party to materially perform its
duties and/or obligations hereunder and failure to cure the same no later than ten (10) days (the
“Cure Period”) following written notice from the party expressing its intent to terminate the
Agreement, said notice specifying, in detail, the nature of the material default.

(c) In the event of termination of the Agreement by either party, Supplier


agrees that its non-disclosure and non-solicitation obligations specified in paragraph 3 and 4
shall remain in effect.

11. Regulatory Compliance. If there is any change in any federal, state, or local law
rule, regulation or interpretation which materially and adversely affects either party, or there
becomes a material and adverse change in the economic benefit to be received pursuant to this
Agreement resulting from any change in any federal, state or local law, rule, regulation or
interpretation of the same, or any court of competent jurisdiction determines that any material
provision of this Agreement is invalid, void, or unenforceable in whole or in part, then the parties
shall use their good faith best efforts to amend this Agreement in a manner which is consistent
with any such material change and which substantially preserves for the parties the relative
economic benefit of this Agreement. If the parties cannot reach agreement on such amendment
prior to the effective date of such material change (or within thirty days of a court’s
determination), this Agreement shall terminate as of such effective date or within thirty days of
the date of a court’s determination.

12. Equitable Relief: Remedies.

(a) Remedies. All rights, powers and remedies granted to either party by any
particular term of this Agreement are in addition to, and not in limitation of, any rights, powers
or remedies which it has under any other term of this Agreement, at common law, in equity, by

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statute, or otherwise. All such rights powers and remedies may be exercised separately or
concurrently, in such order and as often as may be deemed expedient by either party. No delay
or omission by either party to exercise any right, power or remedy shall impair such right, power,
or remedy or be construed to be a waiver of or an acquiescence to any breach or default. A
waiver by either party of any breach or default hereunder shall not constitute a waiver of any
subsequent breach or default.

(b) The parties acknowledge and agree that a breach or threat to breach any of
the terms of this Agreement by Supplier would result in material and irreparable damage and
injury to VWN ePharmacies and that it would be difficult or impossible to establish the full
monetary value of such damage. Therefore, VWN ePharmacies shall be entitled to injunctive
relief by a court of appropriate jurisdiction in the event of Supplier’s breach or threatened breach
of any of the terms contained in this Agreement.

(c) The provisions of this Agreement do not in any way limit or abridge VWN
ePharmacies’ rights under the laws of unfair competition, trade secret, copyright, patent,
trademark or any other applicable law(s), all of which are in addition to and cumulative of VWN
ePharmacies’ rights under this Agreement. Supplier agrees that the existence of any claim by
Supplier against VWN ePharmacies, whether predicated on this Agreement or otherwise, shall
not constitute a defense to enforcement by VWN ePharmacies of any or all of such provisions or
covenants.

(d) In the event of any breach of this Agreement by Supplier, if VWN


ePharmacies should employ attorneys or incur other expenses for the enforcement of any
obligation contained herein, Supplier agrees that, on demand and to the extent permitted by law,
Supplier shall reimburse VWN ePharmacies for its reasonable attorney fees and such other
expenses so incurred.

13. Interpretations: Severability of Invalid Provisions. All rights and restrictions


contained in this Agreement may be exercised and shall be applicable and binding only to the
extent that they do not violate any applicable laws and are intended to be limited to the extent
necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any
term of this Agreement shall be held to be illegal, invalid or unenforceable by a court of
competent jurisdiction, the remaining terms shall remain in full force and effect.

14. Tolling Provision. The duration of any post-termination obligation contained in


this Agreement shall be extended by the length of time during which Supplier is in breach of the
provision.

15. Choice of Law. This Agreement will be interpreted under and governed by the
laws of the Sate of Georgia.

16. Consent to Jurisdiction and Venue and Selection of Forum. This Agreement
has been negotiated, executed, and delivered in the State of Georgia. In regard to any action to
enforce or interpret this Agreement, or any matter otherwise arising out of or relating to his
Agreement, each party (i) consents and submits to personal jurisdiction and venue in the
Superior Court of Cobb County, State of Georgia, or the United States District Court for the

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Northern District of Georgia, Atlanta Division (the “Courts”); (ii) waives any and all objections
to jurisdiction and venue in the Courts; and (iii) waives any objection that the Courts are an
inconvenient forum. Each party further agrees that jurisdiction and venue concerning any legal
or equitable action to enforce or interpret this Agreement, or otherwise arising out of this
Agreement, shall rest exclusively in the Courts, so that any such action shall be brought and
defended in the Courts.

17. Legal Fees. Supplier agrees that if VWN ePharmacies prevails in any legal
action to enforce this Agreement, Supplier shall pay all legal fees and expenses incurred by
VWN ePharmacies in connection with such action.

18. Entire Agreement. This Agreement embodies the entire agreement of the parties
on the subject matter herein. No amendment or modification of this Agreement shall be valid or
binding upon VWN ePharmacies or the Supplier unless made in writing and signed by the parties
hereto. All prior understanding and agreements relating to the subject matter of this Agreement
are hereby expressly terminated.

19. Informed Consent. Supplier acknowledges and agrees that he/she/it has been
afforded ample opportunity to obtain legal or other assistance in reviewing and interpreting this
Agreement and its terms and to obtain independent legal assistance to aid him/her/it in the
reviewing and interpreting this Agreement and its terms. By executing this Agreement below,
the Supplier confirms that he/she/it fully and completely understand the provisions and terms set
forth herein and fully and completely understand the obligations it places on the Supplier during
and following his/her/its relationship with the Supplier.

20. Waiver of Breach or Default; Consents. No consent or waiver, express or


implied, by either party hereto or of any breach or default by the other party in the performance
by the other of its obligations hereunder shall be valid unless in writing, and no such consent or
waiver shall be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by such other party of the same or any other obligations of such party
hereunder. Failure on the part of either party to complain of any act or failure to act of the other
party or to declare the other party in default, irrespective of how long such failure continues,
shall not constitute a waiver by such party of its rights hereunder.

21. No Assignment. Supplier shall not assign this Agreement, or any portion hereof
or any monies due or to become due hereunder, without the prior written approval of VWN
ePharmacies.

22. Successor in Interest. All of the rights, benefits, duties, liabilities, and
obligations of the parties hereto shall inure to the benefit of and be binding upon the parties and
their permitted successors and assigns.

23. Headings. The headings of the Sections and Articles of this Agreement are
inserted for convenience of reference only and shall not in any manner affect the construction or
meaning of anything herein contained or govern the rights or liabilities of the parties hereto.

24. Notices. All notices, requests, and communications required or permitted


hereunder shall be in writing and shall be sufficiently given and deemed to have been received

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upon personal delivery or delivery by overnight courier or, if mailed, three (3) days after being
placed in the United States mail, postage prepaid, registered or certified mail, receipt requested,
addressed to the parties as follows:

To the Company: VWN ePharmacies, LLC


2000 Powers Ferry Road, Suite 2-4
Marietta, Georgia 30067
Attn: Chris Stoufflet, Managing Member and president

with copy to: M. Darren Traub, Esquire


Traub & Associates, LLC
2000 Powers Ferry Road, Suite 2-1A
Marietta, Georgia 30067

To the Supplier:

Notice of a change in address of one of the parties shall be given in writing to the other
party as provided above.

25. Merger. All prior understandings and agreements relating to the subject matter
of this Agreement are superseded by and merged into this Agreement.

26. Counterparts. This Agreement may be executed in counterparts, each of which


shall be deemed an original but all of which taken together shall constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties have hereunto set their hand as of the day and year
first above written.

VWN ePHARMACIES, LLC SPEEDSCRIPTS

By: By:

Title: Title:

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Exhibit A
Medication and Prescription Products and Prices