Replies to post #9647 on Labwire Inc (LBWR)

[the_worm06]

Ok, good stuff on the $400,000 per quarter lost revenue for LBWR...

it doesn't come from the Greyhound Agreement...

so now we know, in addition to the Greyhound business being reduced, we now have another company, yet to be named by LBWR, that terminated its agreement at the beginning of the 2008 first quarter causing LBWR to lose about $400,000 per quarter in revenues...

thanks Robsct





Posted by: Robsct Date: Thursday, January 22, 2009 12:41:28 AM
In reply to: None Post # of 9648

I have contacted the company for clarification and was told that no contract was ever terminated for cause and Greyhound is still being provided other services directly by Labwire. The Greyhound drug testing is being handled under the new USIS agreement with Labwire and the Greyhound testing business is growing under the new Greyhound owners.

[creede]

Great work Rob!

[scion]

ALLIANCE AGREEMENT between USIS Commercial Services, Inc. and Labwire, Inc.
...
3. Responsibilities of USIS.

USIS agrees to perform the following responsibilities in connection with this Agreement

a. Subject to the terms and conditions of this Agreement, ail determinations concerning the terms and conditions of USIS Services offered to its customers, will be made by USIS.

b. USIS will be responsible to provide USIS Services in accordance with the executed Service Agreements that USIS obtains with its customers.

c. On a non-exclusive basis, USIS will promote Labwire as a recommended and preferred provider of DAT Services in exchange for tile Commission payments provided in Section 7 of this Agreement.

d. USIS will advise Labwire of the prospective Referral Customer using the Referral Form attached to this Agreement as Exhibit A.

4. Responsibilities of Labwire.

Labwire agrees to perform the following responsibilities in connection with this Agreement.

a. Labwire will provide DAT Services under the TPA Agreement with USIS.

b. Labwire will not make any representations, warranties, or commitments relative to USIS Services or negotiate any USIS contract terms, conditions or prices.

c. Labwire will pay Commissions to USIS for Referral Customers in accordance with the provisions of Section 7 of this Agreement.

5. Expenses. Except as otherwise set forth in this Agreement, each party will be individually and solely liable for its own costs under this Agreement.

6. Billing and Collection.

USIS will perform all billing and collection functions with regard to orders placed by Referral Customers.

All orders for USIS Services will be placed directly with USIS by Referral Customers and USIS will pay Labwire for relevant DAT Services provided under the terms of the TPA Agreement

Labwire shall invoice USIS for DAT Services provided under the terms of the TPA Agreement and USIS shall pay such invoices for DAT Services directly to Labwire.

Such payments from USIS to Labwire shall be discounted by the Commission percentage specified in Section 7 of this Agreement.

7. Commissions on Referral Customers.

Unless otherwise agreed by the parties hereto in writing, Labwire agrees that USIS shall be entitled to the Commission percentage of ten percent (10%) of Revenue received from Referral Customers. Revenue shall be defined as the flat price charged to the Referral Customer for DAT Services times the number of tests in the billing cycle. Any proposed change to the flat price charged to the Referral Customer for DAT Services under this Agreement will be reviewed and approved by both parties. Referral Commissions are subject to the following terms and conditions:

a. Referral Customers shall be submitted to Labwire using the Customer Referral Form document provided in Exhibit A for each Referral Customer. USIS and Labwire shall follow the process defined in Exhibit A for submitting and qualifying prospective leads.

b. Commissions wit) be deemed earned only when all of the following criteria are fulfilled:

i. The Referral Customer and USIS have entered into an agreement for the provision of USIS Services including DAT Services within one hundred eighty (180) days of the referral date ("Referral Date") reflected in the specific Customer Referral Form tor the prospective customer's purchase of products duly executed by both parties to the contract. Commissions win be paid on the initial and alt subsequent orders for the term of the contract between USIS and the Referral Customer even if this Agreement terminates or expires.

ii. The DAT Services have been delivered to and paid for by the Referral Customer to USIS. USIS must employ reasonable commercial efforts to collect from delinquent Referral Customer accounts. Commission will not be paid on bad debts or amounts deemed by USIS to be uncollectible or for DAT Services not meeting the standards set forth in the TPA Agreement between USIS and Labwire.

c. Unless otherwise agreed in writing, Commissions will be reported to and payable to USIS thirty (30) days after the end of the month in which the Commission is earned. The parties may agree to alternative methods for receiving compensation for Commissions and any such alternative payment methods shall be specified and agreed on the Customer Referral Form document provided in Exhibit A.

d. Labwire agrees that it shall not knowingly solicit any USIS Customer. For purposes of this provision, solicitation includes without limitation, responding to Requests for Proposals, (RFP's), and direct or indirect sales calls that would result in direct competition for the provision of any USIS Services currently under direct contract between such USIS Customer and USIS. This provision specifically includes FirstGroup America and all of its affiliates, agents, subsidiaries, parents, successors, and assigns.

e. If this Agreement is terminated, USIS will be entitled to continue to receive Commissions on qualified and accepted Referral Customers which were submitted to Labwire prior to the date of termination, or within thirty (30) days after such date of termination.

f. USIS may in its sole discretion discontinue USIS Services for any Referral Customer if it reasonably determines that continued services to such Customer (1) would be detrimental to USIS's business (i.e.: such customer is a competitor, or has bad credit); or (2) would violate certain restrictions defined by USIS company policies for qualifying new customers; or, (3) would violate federal, state, or local taws; or (4) would violate USIS's contractual obligations with other parties such as government agencies or data suppliers.

g. Both parties shall keep full and accurate records related to Referral Customers to enable accurate reporting of the commissions earned by USIS each month. Both parties shall have the right, upon reasonable prior written notice, to audit the books, records and accounts of the other relating to the Referral Customers and Commissions paid or due under this Agreement. The expenses of such audits shall be borne by the auditing party. Audits shall be limited to records specifically related to this Agreement. Audits shall occur no more often than three (3) times per calendar year and no more often man two (2) times per any quarter.

h. Labwire will comply with reasonable procedures and guidelines established by USIS for the use of consumer information and will comply by all applicable federal, state, and local laws and regulations. USIS has the right to require reasonable evidence of Labwire's compliance with applicable laws and USIS's guidelines for use of consumer information products.

i. Any violations discovered as a result of such audits may be cause for immediate action by either party, including but not limited to, termination of this Agreement.

http://www.sec.gov/Archives/edgar/data/1426567/000134506708000042/ex102.htm

[the_worm06]

So what are the "other" services that that LBWR is still providing Greyhound, now that the LBWR/Greyhound agreement is no longer active?




==========


Posted by: Robsct Date: Thursday, January 22, 2009 12:41:28 AM
In reply to: None Post # of 10970

I have contacted the company for clarification and was told that no contract was ever terminated for cause and Greyhound is still being provided other services directly by Labwire. The Greyhound drug testing is being handled under the new USIS agreement with Labwire and the Greyhound testing business is growing under the new Greyhound owners.