EXHIBIT 10.7
CONSULTING AGREEMENT
1. The Consulting Agreement is effective as of August 2, 2007 between
MEDIVISOR, INC. (the "Company"), and Furshpan Associates, an independent
consulting firm.
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 FA.
b. As a consultant, Xx. Xxxxxxxx Associates is an employee of the
Company. FA is supplying the Company with FA's Internal Revenue
Service identification number, which is ___________ 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. Consultant and FA 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. It is also understood that FA, through Furshpan Associates, will provide
such services as may reasonably be requested by Medivisor to secure
additional financing and otherwise organize the Company's financial
affairs.
5. 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.
FA will not voluntarily produce any materials pertaining to the Company to
any third party not authorized by the Company. However, it is acknowledged
that FA 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, FA 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 FA 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. Furshpan Associates
000 Xxxx Xxxxxxx Xxxx 0000 Xxxxxxx Xxx
Xxxxxxxxxx Xxxxxxx, XX 00000 Xxx Xxxxx, XX 00000
Tel: 000-000-0000 (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
FA. 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 Furshpan Associates on behalf of FA.
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
August 02, 2007:
/s/ XXXXXXX XXXXXXXX /s/ XXXX XXXXX
____________________________________ _________________________________
Xxxxxxx Xxxxxxxx Xxxx Xxxxx, Chairman and CEO, for
Furshpan Associates Inc. Medivisor, Inc.
APPENDIX A
The Company and Xxxxxxx Xxxxxxxx have further agreed to the following:
A. Medivisor agrees to pay to Xxxxxxx Xxxxxxxx a fee of: (a) 10% for the money
raised in a best effort for the period of 90 days in shares of its common
stock. If there is a need for a significant additional time commitment,
Xxxxxxx Xxxxxxxx will notify the Company, and discuss suitable adjustment
to the base fee. The expiration date of this Agreement will be August 2008,
unless extended by both parties in accordance with section 11 of the
Agreement.
B. It is expressly understood that the Company and Xxxxxxx Xxxxxxxx agree not
to raise over $1,500,000 and that the sale of such shares will be as per
the Lock Up/Leak agreement as described in the attachment.
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 pay Xxxxxxx Xxxxxxxx 25,000 in restricted stock
for P.R. work. Such certificates will be issued September 1st, 2007.
/s/ XXXXXXX XXXXXXXX /s/ XXXX XXXXX
____________________________________ _________________________________
Xxxxxxx Xxxxxxxx Xxxx Xxxxx, Chairman and CEO, for
Furshpan Associates Inc. Medivisor, Inc.
