Exhibit 10.1
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this "Agreement") is made and entered into this
2nd day of February 15, 2013 (the "Effective Date"), by and between National
Health Partners, Inc., an Indiana corporation (the "Company"), and Xxxxxxx
Xxxxxxxx ("Xxxxxxx Xxxxxxxx").
W I T N E S S E T H:
WHEREAS, the Company provides services to members of the CARExpress Health
Savings Network, a discount membership benefit program ("CARExpress"); and
WHEREAS, the Company desires that the CARExpress Products (as hereinafter
defined) be sold throughout the United States of America; and
WHEREAS, Xxxxxxx Xxxxxxxx desires to sell CARExpress Products throughout
the United States of America.
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions. The following terms, whenever used in this Agreement, shall
have the respective meanings specified below:
(a) "CAREXPRESS PRODUCTS" shall mean: (i) any healthcare membership
programs offered by the Company in connection with the Company's CARExpress
Health Savings Network and any other healthcare benefits network or healthcare
savings program of the Company, and (ii) any successors or improvements thereto
introduced by the Company during the Term.
(b) "COMMON STOCK" shall mean the Company's common stock, $0.001 par value
per share.
(c) "TERM" shall mean the period during which the Agreement is in effect,
as specified in Section 4(a) hereof.
2. Services Provided. During the Term, Xxxxxxx Xxxxxxxx shall attempt to
sell CARExpress Products to prospective customers from time to time as
reasonably requested by the Company. Xxxxxxx Xxxxxxxx shall be solely
responsible for determining the means and methods by which he shall offer
CARExpress programs to prospective customers; provided however, that Xxxxxxx
Xxxxxxxx shall act with diligence and in good faith in the performance of his
obligations under this Agreement.
3. Consideration. In consideration of Xxxxxxx Xxxxxxxx agreeing to provide
the above-mentioned services to the Company, the Company hereby agrees to issue
100,000 shares of common stock, par value $.001 per share ("Common Stock"),
pursuant to the National Health Partners, Inc. 2013 Employee and Consultant
Stock Plan filed with the Securities and Exchange Commission ("SEC") on February
15th, 2013 (the "S-8 Shares"), par value $.001 per share ("Common Stock"), of
the Company to Consultant.
4. Term and Termination.
(a) Term. The term of this Agreement (the "Term") shall commence on the
Effective Date and shall continue until December 31st, 2013 unless earlier
terminated or unless extended in accordance with the terms of this Agreement.
(b) Termination by the Company. The Company may terminate this Agreement at
any time in its sole and absolute discretion.
5. Proprietary Rights. Xxxxxxx Xxxxxxxx acknowledges and agrees that the
Company is the sole owner of the Company's name, "CARExpress", and any similar
or related names, as well as any trademark, tradename, patent and copyright or
other intellectual property of the Company, and that Xxxxxxx Xxxxxxxx will not
acquire any right, title or interest therein.
6. Confidential Information. Xxxxxxx Xxxxxxxx agrees that, except for the
purpose for which it is disclosed or as otherwise provided herein, he will not
use for his own benefit and will maintain in strict confidence any Confidential
Information of the Company. As used herein, "Confidential Information" means all
information, including, without limitation, all financial information, marketing
information, long-range planning, corporate strategy, customer or subscriber
lists, proprietary computer software or databases, trade secrets,
correspondence, contracts, procedures, technology, know how, ideas, concepts and
other information, written or oral, made known in any manner by or on behalf of
the Company to Xxxxxxx Xxxxxxxx, whether written or oral and whether or not
labeled as "confidential," except information that: (a) is already rightfully
known to Xxxxxxx Xxxxxxxx; (b) was or became publicly known without disclosure
by Xxxxxxx Xxxxxxxx; (c) was or is acquired by Xxxxxxx Xxxxxxxx from a third
person, provided that the third person providing such information has not
thereby breached any agreement with, or acted in derogation of, any confidential
relationship with the discloser; or (d) has been or is independently developed
by Xxxxxxx Xxxxxxxx. The provisions of this Section 6 shall survive any
termination of this Agreement.
7. Company Property. All records, files, lists, including computer
generated lists, drawings, documents, software, documents, equipment, models,
binaries, object modules, libraries, source code and similar items, customer
lists, health care provider lists, lists of prospective customers, and contracts
relating to the Company's business that Xxxxxxx Xxxxxxxx shall prepare or
receive from the Company and all Confidential Information shall remain the
Company's sole and exclusive property ("Company Business Property"). Upon
termination of this Agreement, Xxxxxxx Xxxxxxxx shall promptly return to the
Company all property of the Company in Xxxxxxx Xxxxxxxx'x possession, including
Company Business Property. Xxxxxxx Xxxxxxxx further represents that he will not
copy or cause to be copied, print out, or cause to be printed out any Company
Business Property other than as specifically authorized and required in the
performance of his duties hereunder. Xxxxxxx Xxxxxxxx additionally represents
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that, upon termination of this Agreement, he will not retain in his possession
any such Company Business Property.
8. Relationship of the Parties. The parties to this Agreement are
independent contractors. Neither party is an agent or partner of the other
party. Neither party shall have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other party. This Agreement shall not be interpreted or
construed to create an association, agency, joint venture or partnership between
the parties or to impose any liability attributable to such a relationship upon
either party.
9. Expenses. Except as otherwise provided in the Agreement or approved in
writing, each party shall be responsible for and shall pay and discharge its own
expenses and any and all claims, expenses, charges, fees and taxes arising out
of or incidental to the carrying on of its business and the performance of its
obligations hereunder.
10. Entire Agreement. This Agreement contains the entire agreement between
the parties and supercedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereto, and no
party shall be liable or bound to any other party in any manner by any
warranties, representations, guarantees or covenants except as specifically set
forth in this Agreement. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
11. Amendment and Waiver. This Agreement may not be amended, modified or
supplemented except by an instrument or instruments in writing signed by the
party against whom enforcement of any such amendment, modification or supplement
is sought. The parties hereto entitled to the benefits of a term or provision
may waive compliance with any obligation, covenant, agreement or condition
contained herein. Any agreement on the part of a party to any such waiver shall
be valid only if set forth in an instrument or instruments in writing signed by
the party against whom enforcement of any such waiver is sought. No failure or
delay on the part of any party hereto in the exercise of any right hereunder
shall impair such right or be construed to be a waiver of, or acquiescence in,
any breach of any representation, warranty, covenant or agreement contained
herein.
12. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Company's successors and assigns. Neither this Agreement,
nor any of Consultant's rights, powers, duties or obligations hereunder, may be
assigned by Consultant without the prior written consent of the Company.
13. Legal Capacity; No Conflict. Xxxxxxx Xxxxxxxx hereby represents and
warrants to the Company as follows: (i) Xxxxxxx Xxxxxxxx has the legal capacity
and unrestricted right to execute and deliver this Agreement and to perform all
of his obligations hereunder, and (ii) the execution and delivery of this
Agreement by Xxxxxxx Xxxxxxxx and the performance of his obligations hereunder
will not violate or be in conflict with any fiduciary or other duty, instrument,
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agreement, document, arrangement, or other understanding to which Xxxxxxx
Xxxxxxxx is a party or by which he is or may be bound or subject.
14. Headings; Definitions. The Section headings contained in this Agreement
are inserted for convenience of reference only and will not affect the meaning
or interpretation of this Agreement. All references to Sections contained herein
mean Sections of this Agreement unless otherwise stated. All capitalized terms
defined herein are equally applicable to both the singular and plural forms of
such terms.
15. Severability. If any provision of this Agreement or the application
thereof to any person or circumstance is held to be invalid or unenforceable to
any extent, the remainder of this Agreement shall remain in full force and
effect and shall be reformed to render the Agreement valid and enforceable while
reflecting to the greatest extent permissible the intent of the parties.
16. Notices. All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally, sent by documented
overnight delivery service or, to the extent receipt is confirmed, telecopy,
telefax or other electronic transmission service to the appropriate address or
number as set forth below:
If to the Company:
National Health Partners, Inc.
Xxxxx 000
000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
Fax: (000) 000-0000
If to Xxxxxxx Xxxxxxxx:
To the address appearing on the books and records of the Company.
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without regard to
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
18. Counterparts. This Agreement may be executed and delivered by facsimile
in two or more counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
NATIONAL HEALTH PARTNERS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Chief Executive Officer
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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