EXHIBIT 10.13
CONSULTANT AGREEMENT
This Consulting Agreement ("Agreement") is made effective this January 2
day of January, 2003 by and between Xxxxxxxxxx Xxxxxx ("Consultant") and
Medivisor Inc. ("Company").
WITNESSETH
WHEREAS, Consultant is in the business of providing general Business
Consulting services to individuals, privately-held and publicly-held
corporations; and
WHEREAS, Company desires to retain Consultant to provide advice relative to
corporate and business development services for a period of one year from the
date of this Agreement; and
WHEREAS, for the purposes of the Agreement, "Company" shall also mean to
include entities and individuals owned, affiliated with, or represented by
Company.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequancy of which is expressly acknowledged, Company and Consultant
agree as follows:
1) ENGAGEMENT OF CONSULTANT
Consultant shall provide at the request of the Company services that may
include, but are not limited to the following:
a) Consultant agrees to use their best efforts to assist Company in
finding an underwriter or investor/institution to raise the necessary
funds to satisfy Company's objectives.
b) Consultant agrees to use their best efforts to assist Company in
finding mergers, acquisitions, and reviews sources to satisfy Company
objectives.
c) Consultant agrees to provide Corporate and Personal Consulting
services relative to this Agreement.
d) For the purposes of this Agreement, Consultant is an independent
contractor.
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2) COMPENSATION
Company shall compensate Consultant for services rendered pursuant to this
Agreement as follows:
a) Consultant shall receive 750,000 shares of restricted Company stock
with piggy back registration rights from the Company within 15
business days of the execution of this Agreement.
3) REPRESENTATIVES AND WARRANTIES OF THE COMPANY
This Agreement is enforceable with the respect to the Company in accordance
with its terms and neither the execution and delivery of this Agreement by
the Contemplated hereby, nor compliance by the Company with any provisions
hereof, will conflict with or result in a breach or violation of, or
definds under, any of the terms, conditions or provisions of any note,
bond, mortgage, security agreement, charter or other instrument, obligation
or corporate restriction (including, without limitations, Articles of
Incorporation and by-laws) to which the Company is a part or by which the
company is bound, or violated any judgment, order, injunction, decree,
statue, role or regulation applicable to the Company or any of its
properties or assets.
4) NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
In consideration for the Company entering into this Agreement, Consultant
and the Company agree that the following items used by Company and
Consultant's business are secret, confidential, unique and valuable, and
were developed by the Company and Consultant at great costs to them over a
long period of time, and will be held in strictest confidence for a term of
5 (five) years.
5) INDEMNIFICATION
The Company agrees to indemnity and hold harmless Consultant and its
affiliates against any legal action arising from any warranties and
representations provided by the Company, which are materially untrue and
have caused a material adverse effect upon the Company. Such
indemnification shall includes payment of any judgment, cost of legal
representation and courts costs, if any.
b) The Consultant agrees to indemnify and hold harmless the Company and
its affiliates against any legal action arising from any warranties
and misrepresentations provide by the Consultant, which are materially
untrue and have caused a material adverse effect upon the Company.
Such indemnification shall include payment of any judgment, cost of
legal representation and court costs if any.
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6) DISCLOSURE
The Company and its affiliates agree to fully disclose to Consultant any
and all information that is deemed pertinent to the business of the
Company.
7) GOVERNING LAWS
This Agreement shall be defined by and construed in accordance with the
laws of the State of New York. The parties agree that any unit, action or
preceding between the parties hereto arising out of relating in any matter
to this Agreement shall be instituted exclusively in New York State Supreme
Court, County of New York or in the United States District Court for the
Southern District of New York.
8) ASSIGNMENT
This Agreement may not be assigned by any of the parties hereto without the
written consent of all other parties hereto and shall be binding upon and
insure to the benefit of the parties and respective heirs, legal
representatives, accessors and permitted assigns.
9) PERFORMANCE
a) The failure of any party to enforce strict performance of this
agreement or any one or more of its terms shall not be deemed or
construced to be a waiver of any terms, conditions rights, options, or
remedies hereunder, and the same shall continue in full force and
effect.
b) The Consultant agrees to provide a verbal report on all activity and
any potential business involvement for the Company.
10) TERMINATION
This agreement will terminate 1 year from the date generated herein.
IN WITNESS WHEREOF, this Agreement shall commence on the signing of this
document on the date first written above.
AGREED BY:
Medivisor Inc. Xxxxxxxxxx Xxxxxx
/s/ XXXXXXX XXXXX 1/02/03 /s/ XXXXXXXXXX XXXXXX 1/02/03
________________________ _____________________________
Xxxxxxx Xxxxx, President Xxxxxxxxxx Xxxxxx - Consultant
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