EXHIBIT 10.12
CONSULTING AGREEMENT
1. The Consulting Agreement is made on July 15, 2004 between MEDIVISOR, INC.
(hereinafter also referred to as the "Company"), and the Xxxxxxx Xxxxx, (an
independent consultant.
It is expressly agreed and understood that Xxxxxxx Xxxxx, referred to as
the Consultant, is not an employee of the Company and, as such, is
supplying the Company with its Internal Revenue Service Identification
number, which is 050720984. Notification is hereby given that a Form 1099
will be supplied to the IRS indicating all remunerations given to the
Consultant Xxxxxxx Xxxxx for services rendered and a copy of the 1099 form
will be submitted to Xxxxxxx Xxxxx.
2. SERVICES:
The Consultant shall perform such services as agreed upon by the parties
and as outlined in this Agreement and in the Appendix attached to this
agreement.
3. The Consultant agrees that it will not enter into any agreement with any
firm, directly related to the field of medical, health, unless written
permission is given by the Company.
4. The Consultant agrees that it will not divulge to anyone, directly or
indirectly, any information that the Company considers proprietary and will
seek written permission if such discussions are to take place.
5. The compensation and duties are addressed in the Appendix, marked "Appendix
A," and is made part of this Agreement.
6. The Company agrees that during the engagement of 180 days Xxxxxxx Xxxxx as
its Consultant, shall be the exclusive Consultant for the Company. Xxxxxxx
Xxxxx will make all of its reports to the CEO and Chairman of the Board of
Directors of the Company.
7. COMPETITION:
The Consultant represents to the Company that the Consultant does not have
any agreement to provide consulting services to any other party, firm, or
company in the same field of endeavor that may be considered competitive to
the Company on matters relating to the scope of this consultancy, and will
not enter into any such agreement during the term of this Agreement, unless
it receives written permission from the Company.
8. CONFIDENTIALITY:
Either party may disclose to the other party any information that the
disclosing party would normally freely disclose to the other members of the
community at large, whether by publication, by presentation at seminars, or
in informal discussions.
The parties may wish, from time to time, in connection with work
contemplated under this Agreement, to disclose confidential information to
each other ("Confidential Information.") Each party will use reasonable
efforts to prevent the disclosure of any of the other party's Confidential
Information to third parties for a period of two (2) years from receipt
thereof, the length of this Agreement. the recipient may acquire
information that pertains to the discloser's processes, equipment,
programs, developments, or plans that is both (a) disclosed or made known
by the disclosure to the recipient, and, (b) identified in writing as
"proprietary" by the disclosure. The recipient agrees not to disclose any
Confidential Information to third parties or to use any Confidential
Information for any purpose other than performance of the services
contemplated by this Agreement, without prior written consent of the
Company.
Confidential Information does not include information that is or later
becomes available to the public through no breach of this Agreement by the
recipient; is obtained by the recipient from a third party who had the
legal right to disclose the information to the recipient; is already in the
possession of the recipient on the date this Agreement becomes effective;
is independently developed by the recipient; or is required to be disclosed
by law, government, regulation, or court order. In addition, Confidential
Information does not include information generated by the Consultant unless
the information is generated as a direct result of the performance of
consulting services under this Agreement and is not generated in the course
of the Consultant's activities.
9. TERM AND TERMINATION:
This Agreement shall be for a term of two 180 days, renewable upon
reasonable terms and conditions as may be agreed upon by the Company and
the Consultant. At termination of the Agreement, it shall not affect: (a)
the Company's obligation to pay for services previously performed by the
Consultant or expenses reasonably incurred by the Consultant for which the
Consultant is entitled to reimbursement..
10. MISCELLANEOUS:
The relationship created by this Agreement shall be that of the independent
contractor. The Consultant shall have no authority to bind the Company to
any agreement other than the consultant making written recommendations
regarding acquisitions or other matters that the Company may request as to
the Consultant's opinion.
Medivisor, Inc. Xxxxxxx Xxxxx
326 Xxxx Xxxxxxx Road 0 Xxxxxx Xxxxx
Xxxxxxxxxx Xxxxxxx, XX 00000 Port Washington
Tel: 000-000-0000 Tel 000 000 0000
11. This Agreement replaces all previous discussions relating to the subject
matter hereof and constitutes the entire agreement between the Company and
the Consultant with respect to the subject matters of this Agreement. This
Agreement may not be modified in any respect by any verbal statement. Any
changes must be made by written documents signed by the CEO and Chairman of
the Company and by the Consultant. It is agreed between the parties that
the signed Appendix (Appendix A) is part of this Agreement.
12. In the event that a disagreement develops that the parties cannot arbitrate
between themselves, then the matter shall be referred to binding
arbitration by an arbitrator appointed by the American Arbitration
Association. His/her decision will be binding, with no right of appeal. It
is agreed that the parties will share equally the cost of said arbitration.
13. The signatures below indicate that the individuals are authorized to enter
into this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
date first stated.
/s/ XXXXXXX XXXXX /s/ XXXX XXXXX
____________________________________ _________________________________
Xxxxxxx Xxxxx Xxxx Xxxxx, Chairman and CEO, for
Medivisor, Inc.
APPENDIX A
(Made part of the Consulting Agreement)
The parties have agreed to the following:
A. Medivisor agrees to pay to Xxxxxxx Xxxxx a consulting fee of $10,000 per
month for a period six months. The first payment having been received on or
about July 15, 2004. These monthly payments will continue to January 15,
2005, the expiration date of this Agreement, unless extended by both
parties. As an additional incentive to join the Company as the Consultants,
the Company has agreed to sell 10,000 shares of Medivisor restricted stock
to the Xxxxxxx Xxxxx at par value of $.001 per share.
B. The shares, as noted above, the shares are being issued at par value of
$.001 per share for a total of $10.00, and for other valuable
considerations. This payment is being paid by Xxxxxxx Xxxxx upon signing of
this Agreement by check number _____.
C. Medivisor is presently in the process of selling a private placement
together with an SEC filing to become a public company.
D. The parties have entered into this Agreement in good faith and have agreed
that in the event of any disagreement regarding this Agreement that the
parties cannot resolve between themselves, that part and only that part of
this disagreement shall be referred to the American Arbitration
Association. The appointed arbitrator's decision will be binding with no
other recourse by either party, and without prejudice. The cost covering
the arbitration shall be born equally by both parties.
E. The signatures, as indicated below, indicate that the individuals are
authorized to enter this Agreement.
/s/ XXXXXXX XXXXX /s/ XXXX XXXXX
____________________________________ _________________________________
Xxxxxxx Xxxxx Approved by Medivisor
Authorized Signature Xxxx Xxxxx, CEO
Chairman of the Board of Directors
