CONSULTING AGREEMENT
The following represents the Consulting Agreement (the "Agreement") between Xxxx
Xxx, 0000 Xxxxx Xxxx, Xxxxxx, Xxxxxxx, 00000 (the "Consultant") and M.D. Labs,
Inc., 0000 Xxxx Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx, 00000 (the
"Company").
1. Consulting Services to be Performed:
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The Consultant will conduct various research and development projects and tasks
for the Company, including but not limited to developing and targeting new
health food supplement products, primarily herbal, amino acid, and hormonal
products, which could reasonably and cohesively be integrated into the Company's
existing or proposed product lines. In any event, the Consultant will only be
asked to perform such consulting work in areas of his expertise. Additionally,
the Consultant will aid the Company in sourcing suppliers of the raw materials
required for the production, and if necessary the sub-contracting of the
manufacturing of the products developed and sourced. The Consultant will perform
various research projects for the Company, as directed by Company officers, and
the Consultant will perform a minimum of forty (40) hours of research and
development work per month for the Company, either as directed by the Company or
self directed.
In the course of providing the Company with the research and development
services, the Consultant will also attempt to source potential operating company
and product line acquisitions ("Acquisition(s)") for the Company. The Consultant
agrees that he is not entitled to any commissions or finder's fees associated
with any such Acquisition services. However, the Company reserves the right, in
its sole discretion, to pay the Consultant a commission for any Acquisitions
sourced by the Consultant without establishing precedence for required Company
commission payments for any subsequent Acquisitions sourced by the Consultant.
2. Compensation and Duration of Agreement:
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The Company will pay the Consultant one thousand five hundered dollars ($1,500)
per month for performing the aforementioned consulting services. The Consultant
agrees that he is not entitled to any royalty or commission payments upon the
Company's sale of any products developed or sourced by the Consultant, unless a
separate royalty or commission agreement is prepared in writing and executed by
both the Consultant and the Company. The Consultant will obtain prior written
approval from a Company officer for all expenses for which the Consultant
desires reimbursement.
The terms of this Agreement are for six (6) months from October 1, 1996, and can
be renewable for an additional six (6) months at the sole discretion of the
Company provided that both the Consultant and the Company execute such an
extension agreement.
3. Product and Property Ownership:
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All research and development of any products, trade names, trade marks, and any
other tangible or intellectual property developed by the Consultant either
independent of the Company or in conjunction with Company personnel, prepared
during the period(s) covered by this Agreement are the property of the Company
and not the Consultant. The Consultant will work with the Company to assure that
all research and development work is not obtained or utilized by any individual
or entity not a party to this
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Agreement, and will further aid the Company in obtaining legal ownership of all
products, trade names, trade marks, and any other tangible or intellectual
property developed by the Consultant.
4. Non-Compete and Confidentiality of Information:
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The Consultant agrees not to compete in any manner with the Company, including
any competition through any Consultant affiliated or related entity for the
duration of this Agreement and for six (6) months following the termination of
the Agreement. The Consultant further agrees that he will maintain all
information about the Company and all research work performed by the Consultant
in the strictest of confidence.
The Consultant acknowledges that the Company is in the latter stages of becoming
a publicly traded company, and that the Company will become subject to numerous
laws imposed by the Securities and Exchange Commission, and that the Consultant
may become privy to confidential Company information. Any such confidential
"insider information" is to also be held in the strictest confidence, and no
trades of the Company's securities are to be executed by the Consultant based on
any such Company "inside information" and that Consultant will be held solely
responsible for any disclosure of Company "inside information" and any illegal
security trades executed based on the Consultant's disclosure or utilization of
such information.
5. Potential for Extended Relationship:
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Should this Agreement prove to be mutually advantageous to both the Consultant
and the Company, the company desires to extend the scope and services of this
Agreement, possibly allowing the Consultant to become a full-time employee of
the Company. Any such changes to this Agreement to that effect must be in
writing and executed by both the Consultant and the Company.
6. Purchases of Company Product:
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The Consultant will be entitled to purchase for retail resale purposes at
Powerhouse Gym in Indiana, any and all Company products at Company cost plus
postage, for the duration of this Agreement and during the six (6) month
non-compete period. The Consultant agrees to be practical and reasonable
regarding the purchase of Company products at cost, only ordering those products
actually required.
7. Severability:
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If any provision of this Agreement is found to be unenforceable by a court of
competent jurisdiction, such finding shall not effect the enforceability of any
other provision(s) herein.
8. Governing Law and Venue:
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This Agreement shall be interpreted in accordance with the laws of the State of
Arizona, and any actions brought relating to this Agreement shall lie only in
the courts of competent jurisdiction located in Maricopa County, Arizona.
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9. Consideration:
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It is expressly understood and agreed that this document sets forth the entire
consideration for this Agreement, and that said consideration for this Agreement
is contractual and not mere recital.
10. Entire Agreement:
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This Agreement embodies, merges and integrates all prior and current agreements
and understandings of the parties hereto, and may not be modified, clarified,
changed or amended, except in writing signed by each and every one of the
signatories hereto, or their authorized representatives. There are no oral
agreements between the parties.
11. Construction:
-----------------
This Agreement is a negotiated agreement and any documents delivered pursuant
hereto shall be construed without regard to the identity of the persons who
drafted the various provisions thereof. Every provision of this Agreement and
such other documents, if any, shall be construed as though all parties
participated equally in the drafting thereof. Any legal rule of construction
that a document is to be construed against the drafting party shall not be
applicable and is expressly waived.
12. Captions:
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The captions used in this Agreement are inserted for convenience only and shall
not affect the meaning or construction of this Agreement.
Agreed and accepted to this 10th day of October, 1996
For the Consultant:
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Xxxx Xxx
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Name (Print)
/s/ Xxxx Xxx
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Signature
For the Company:
Xxxxxxx X. Xxxxxx
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Name (Print)
/s/ Xxxxxxx X. Xxxxxx
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Signature
C.F.O.
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Title
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