EXHIBIT 10.97
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of January 1, 1996 between
RAMSAY HEALTH CARE, INC., a Delaware corporation (the "Company"), and SUMMA
HEALTHCARE GROUP, INC., a Florida corporation (the "Consultant").
W I T N E S S E T H:
WHEREAS, the Company desires to engage the Consultant to
provide certain advisory and consulting services with respect to the business of
the Company, and the Consultant is willing to provide such services on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth, the parties hereto hereby agree as
follows:
1. Agreement. The Company hereby retains the Consultant, and
the Consultant hereby agrees, to render to the Company the consulting services
described in Section 3 on the terms and conditions set forth herein.
2. Term. The term of this Agreement shall commence as of
January 1, 1996 and shall continue in full force and effect until terminated
pursuant to Section 6 of this Agreement.
3. Consulting Services.
3.1 During the term of this Agreement, the Consultant shall
provide the Company with such advisory and consulting services as shall be
requested by the Chairman of the Company in connection with (a) strategic
planning, overall evaluation of the Company's facilities and services,
assistance in developing and targeting managed care agreements, general
evaluation of case management and quality assurance programs, and, with respect
to certain critical relationships of the Company, assisting with physician
interaction and liaising with other providers, and (b) business development and
investor relations.
3.2 The Consultant shall render its services hereunder through
its principal, Xxxx X. Xxxxxx (the "Principal") and such other individuals as
shall be approved by the Company. The Consultant shall devote such time and
attention as shall be necessary and appropriate to the proper performance of the
Consultant's duties hereunder.
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3.3 The Consultant shall report to the Chairman of the
Company.
4. Compensation. In consideration of the services to be
provided by the Consultant hereunder and the other agreements and covenants of
the Consultant set forth herein, the Company shall pay the Consultant a
consulting fee of $10,000 per month with respect to the services described in
Section 3.1(a) and $2,500 per month with respect to the services described in
Section 3.1(b), in each case payable in advance on the first day of each month.
5. Expense Reimbursement. During the term of this Agreement,
the Company shall reimburse the Consultant for reasonable business expenses,
including but not limited to travel, telephone and telecopying expenses,
incurred by the Consultant in the performance of its duties hereunder. Such
reimbursement shall be made monthly, against invoice of the Consultant
accompanied by appropriate documentation of such expenses.
6. Termination.
6.1 The term of this Agreement shall terminate on December 31,
1996, unless extended in accordance with this Section 6.1. As of December 31,
1996, and as of December 31 of each subsequent year (each, an "Automatic Renewal
Date"), unless either party shall have given a notice of non-extension not less
than three (3) months prior to such Automatic Renewal Date, the term of this
Agreement shall be extended automatically for a period of one year to the
anniversary of the expiration date of the then-current term of this Agreement.
6.2 Either the Company or the Consultant may terminate this
Agreement, with or without reason, by written notice to the other, with an
effective date of not less than three (3) months' following the date such notice
is given. The effective date of any termination pursuant to this Section 6.2
shall not be prior to January 1, 1997.
6.3 Upon termination of this Agreement, the Company shall pay
to the Consultant any portion of the Compensation referred to in Section 4 of
this Agreement earned as of the effective date of such termination and not
theretofore paid, and shall reimburse the Consultant for expenses referred to in
Section 5 of this Agreement incurred through the date of such termination, and
the Company and the Consultant shall have no further rights or obligations under
this Agreement except as provided in Sections 7, 8 and 9 of this Agreement.
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7. Confidential Information.
7.1 The Consultant and the Principal shall, during the term of
this Agreement and at all times thereafter, treat as confidential and, except as
required in sthe performance of its and his duties under this Agreement, not
disclose, publish or otherwise make available to the public or to any
individual, firm or corporation (other than an employee or professional advisor
of the Company), any confidential material (as hereinafter defined). The
Consultant and the Principal agree that all confidential material is the
exclusive property of the Company, and the Consultant and the Principal agree to
return such material to the Company promptly upon the termination of the
Consultant's services under this Agreement.
7.2 For purposes hereof, the term "confidential material"
shall mean all information in any way concerning the products, projects,
activities, business or affairs of the Company acquired by the Consultant or the
Principal in the course of providing services to the Company; provided, however,
that the term "confidential material" shall not include information which (i)
becomes generally available to the public other than as a result of an
unauthorized disclosure by the Consultant or the Principal, (ii) was available
to the Consultant or the Principal on a non-confidential basis prior to its
consultancy with the Company or (iii) becomes available to the Consultant or the
Principal on a non-confidential basis from a source other than the Company,
provided that such source is not bound by a confidentiality agreement with the
Company.
8. Equitable Relief. In the event of a breach or threatened
breach by the Consultant or the Principal of any of the provisions of Section 7
of this Agreement, the Consultant hereby consents and agrees that the Company
shall be entitled to pre-judgment injunctive relief or similar equitable relief
restraining the Consultant or the Principal from committing or continuing any
such breach or threatened breach or granting specific performance of any act
required to be performed by the Consultant or the Principal under any of such
provisions, without the necessity of showing any actual damage or that money
damages would not afford an adequate remedy and without the necessity of posting
any bond or other security. Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies at law or in equity which it may have.
9. Indemnification. The Company shall defend, indemnify and
save harmless the Consultant and the Principal against and from any and all
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loss, liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including reasonable attorneys' fees and disbursements, which may be
imposed upon or incurred by or asserted against the Consultant or the Principal
arising out of the performance by the Consultant of its duties hereunder (unless
due to the gross negligence or willful misconduct of the Consultant or the
Principal). In the event that any action or proceeding is commenced against the
Consultant or the Principal with respect to any matter for which the Consultant
or the Principal may be entitled to indemnification pursuant to this Section 10,
the Consultant shall give written notice thereof to the Company and the Company
shall have the right to defend such action or proceeding with counsel selected
by the Company and approved in writing by the Consultant.
10. Notices. All notices, certificates and other
communications hereunder shall be in writing and shall be given by personal
delivery, overnight courier, telex, telefax or other electronic means of
transmission or by certified or registered mail, postage prepaid, return receipt
requested, to the parties at the addresses set forth below, or to such other
address as a party shall designate to the other party in writing:
if to the Company:
Ramsay Health Care, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxx
Attention: Chairman
Telefax: (000) 000-0000
if to the Consultant:
Summa Healthcare Group, Inc.
00 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Attention: President
Telefax: (000) 000-0000
Notices, certificates and other communications shall be deemed given, in the
case of personal delivery, overnight courier, telex, telefax or other electronic
means of transmission, on the date of actual receipt by the party entitled
thereto and, in the case of mailing, on the third day following the date of
deposit in the mails.
11. Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to
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the subject matter hereof and no amendment or modification hereof shall be valid
or binding unless made in writing and signed by the party against whom
enforcement thereof is sought.
12. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, and their respective successors,
heirs, executors, administrators, legal representatives and assigns.
13. Nonwaiver. No course of dealing nor any delay on the part
of the Company or the Consultant in exercising any rights hereunder shall
operate as a waiver of any such rights. No waiver of any default or breach of
this Agreement shall be deemed a continuing waiver or a waiver of any other
breach or default.
14. Independent Contractor. It is the intention of the parties
that the Consultant shall be retained by the Company pursuant to this Agreement,
and shall perform its duties hereunder, as an independent contractor. Nothing
herein shall be deemed to create a partnership, joint venture or employment
relationship between the Consultant and the Company.
15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
16. Retention of Records. Until the expiration of four (4)
years after the furnishing of services pursuant to this Agreement, the
Consultant shall upon written request make available to the Company, the
Secretary of the Department of Health and Human Services, the Comptroller
General of the United States, or any of their duly authorized representatives,
this Agreement and any books, documents, and records that are necessary to
verify the nature and extent of the costs. In addition, the Consultant agrees to
promptly notify the Company in the event any such request is made by the
Secretary of Health and Human Services or the Comptroller General of the United
States, or any of their duly authorized representatives, and to furnish the
Company with copies of any documents furnished to such persons.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
RAMSAY HEALTH CARE, INC.
By
SUMMA HEALTHCARE GROUP, INC.
By
Xxxx X. Xxxxxx
President
