EXHIBIT 10.10
CONSULTING AGREEMENT
1. The Consulting Agreement is effective as of 01, 01, 2006 between MEDIVISOR,
INC. (the "Company"), and Demontis, Palmese, Leoni, Xx Xxxxx ( DPLD )
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 DPLD.
b. As a consultant, DPLD is not an employee of the Company.
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 DPLD 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 DPLD will provide such services as may
reasonably be requested by Medivisor, through its Chairman of the Board of
Directors and CEO, Xx. Xxxx Xxxxx The Company agrees that during the term
of the Agreement, DPLD will make reports direct to Xxxxx.
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.
DPLD will not voluntarily produce any materials pertaining to the Company
to any third party not authorized by the Company or Xxxxx. However, it is
acknowledged that DPLD 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, DPLD 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 DPLD will abide by whatever rulings are
made by any court in these matters.
7. This Agreement shall be for a term of two years periods, 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. DPLD
326 Xxxx Xxxxxxx Road Via Manetti 18
Xxxxxxxxxx Xxxxxxx, XX 00000 Anzio ( Italy ) 00042
Tel: 000-000-0000 Tel 000 00 0000000000
9. This Agreement replaces all previous discussions relating to the subject
matter hereof and constitutes the entire agreement between the Company and
DPLD. 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 DPLD.
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
January 01 2006:
/s/ DIEGO DEMONTIS, XXXXXXXX XXXXXXX
XXXXXX XXXXX, XXXXXXXX XXXXXXX /s/ XXXX XXXXX
____________________________________ _________________________________
DPLD Xxxx Xxxxx, Chairman and CEO, for
Demontis, Palmese, Leoni, Medivisor, Inc.
XxXxxxx
APPENDIX A
The Company and DPLD have further agreed to the following:
A. Medivisor agrees to reward in the event of delivery of a contract with a
pharmaceutical company by the above mentioned parties restricted stock to:
Xxxxxxxx Xxxxxxx 100,000
Diego Demontis 100,000
Xxxxxx Xxxxx 40,000
Xxxxxxxx XxXxxxx 10,000
B. The expiration date of this Agreement will be January 01, 2008, unless
extended by both parties in accordance with section 11 of the Agreement.
C. The signatures, as indicated below, indicate that the individuals are
authorized to enter into, and hereby approve this Appendix.
D. Virtual office in Italy is as part of this agreement at no expense to
Medivisor.
/s/ DIEGO DEMONTIS, XXXXXXXX XXXXXXX
XXXXXX XXXXX, XXXXXXXX XXXXXXX /s/ XXXX XXXXX
____________________________________ _________________________________
DPLD Xxxx Xxxxx, Chairman and CEO, for
Demontis, Palmese, Leoni, Medivisor, Inc.
XxXxxxx
