EXHIBIT 10.9
CONSULTING AGREEMENT
1. The Consulting Agreement is effective as of October, 2007 between
MEDIVISOR, INC. (the "Company"), and Arie Ben Nun, an independent
consultant.
It is expressly agreed and understood that:
a. , hereinafter referred to as the "Consultant", will provide
consulting services to the Company, acting on behalf of Medivisor
Inc.
b. As a consultant, Arie Ben Nun is not an employee of the Company,
is supplying the Company with its Internal Revenue Service
identification number, which is Foreigner for the registration of
Stock.
2. Consultant shall perform such services as mutually agreed upon by the
parties and as outlined in this Agreement and in the Appendix attached
hereto.
3. Medivisor and Arie Ben Nun agree that neither will enter into any agreement
with any firm that is in direct competition with the Company during the
term of this Agreement.
4. 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 directly
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 without written permission from the Company.
6. 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 will, from time to time, in connection with work contemplated
under this Agreement, 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.
Confidential Information that the recipient may acquire pertains to the
discloser's processes, equipment, programs, developments, or plans that is
both (a) disclosed or made known by the disclosure, and (b) identified in
writing as "proprietary". 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 otherwise generated in
the normal course of the Consultant's activities.
Arie Ben Nun will not voluntarily produce any materials pertaining to the
Company to any third party not authorized by the Company. However, it is
acknowledged that Arie Ben Nun is free to produce such materials to any
third person that there is a direction to do so by what is reasonably
believed to be a court of competent jurisdiction. If subpoenas are served,
Arie Ben Nun will notify the Company of such service, and it will be the
responsibility of the Company or its representatives to make any
applications to vacate such portions as may be appropriate and to object to
the production of those materials. It is understood that Arie Ben Nun will
abide by whatever rulings are made by any court in these matters.
7. This Agreement shall be for a term of ONE year, renewable upon
reasonable terms and conditions as may be agreed upon by the Company and
the Consultant. Termination of the Agreement, it shall not affect: (a) the
Company's obligation to pay for services previously performed by the
Consultant; and (b) reasonable out-of-pocket expenses incurred by
Consultant.
8. The relationship created by this Agreement shall be that of the independent
contractor. Consultant shall have no authority to bind the Company to any
agreement or contract. Written notices pursuant to this Agreement shall be
made to each party at the following addresses, unless otherwise informed in
writing of a change thereto:
Medivisor, Inc.
000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx Xxxxxxx, XX 00000
Tel: 000-000-0000
9. This Agreement replaces all previous discussions relating to the subject
matter hereof and constitutes the entire agreement between the Company and
Arie Ben Nun. This Agreement may not be modified in any respect by any
verbal statement. Any changes must be made by written documents signed by
Xxxx Xxxxx on behalf of the Company and by Arie Ben Nun on behalf of Arie
Ben Nun. It is agreed between the parties that the signed Appendix
(Appendix A) is part of this Agreement.
10. 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
but that the prevailing party shall be entitled to recover reasonable
attorney's fees.
11. The signatures below indicate that the individuals are authorized to enter
into this Agreement.
IN WITNESS HEREOF, the parties have executed this Agreement effective
October 2007:
/s/ ARIE BEN NUN /s/ XXXX XXXXX
____________________________________ _________________________________
Arie Ben Nun Xxxx Xxxxx, Chairman and CEO, for
Medivisor, Inc.
APPENDIX A
The Company and Arie Ben Nun have further agreed to the following:
A. The expiration date of this Agreement will be October 2008, unless extended
by both parties in accordance with section 11 of the Agreement.
B. It is expressly understood that the Company and Arie Ben Nun agree to have
a Lock Up/Leak agreement for the restricted shares received, in the future.
C. The signatures, as indicated below, indicate that the individuals are
authorized to enter into, and hereby approve this Appendix.
D. Medivisor also agrees to compensate with 10,000 shares of Medivisor
restricted stock (restricted for one year under rule 144). Initially for
P.R. work provided such certificates will be issued on October 2007 more
stock will be issued to be determined by performance.
/s/ ARIE BEN NUN /s/ XXXX XXXXX
____________________________________ _________________________________
Arie Ben Nun Xxxx Xxxxx, Chairman and CEO, for
Medivisor, Inc.
