EXHIBIT 10.18
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of February 29, 2008, by and between MEDIVISOR
INC. ("MVSR"), a Delaware corporation with offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ and CONSULTANT, ▇▇▇▇▇▇ BUSINESS MANAGEMENT SERVICES ("CONSULTANT")
with offices at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
WHEREAS, MVSR and the CONSULTANT wish to enter into an agreement where MVSR
desires to retain the CONSULTANT as a CONSULTANT and CONSULTANT desires to act
as a CONSULTANT to MVSR, subject to and upon the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:
1. CONSULTANCY. MVSR hereby retains CONSULTANT and CONSULTANT hereby agrees to
act as a CONSULTANT to MVSR. CONSULTANT shall perform such services for
MVSR as agreed with the Board of Directors of MVSR from time to time (the
"CONSULTING Services") including, but not limited to, the services
specified in Appendix A to this agreement. CONSULTANT agrees to cause
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to perform the Consulting Services on behalf of the
CONSULTANT. The CONSULTANT shall exercise its own reasonable judgment and
employ such means as it, in good faith, determines are reasonable in
performing the Consulting Services, and MVSR will not exercise any control
over the methods or means employed by the CONSULTANT in performing the
Consulting Services. The Consulting Services shall be performed at such
times and at such locations as CONSULTANT shall determine.
2. INDEPENDENT CONTRACT OR STATUS. It is understood and agreed that in the
performance of the Consulting Services by the CONSULTANT hereunder, it is
acting as an independent contractor and not in any way as an employee or
agent of MVSR. The CONSULTANT will determine the hours of work of its
employees and the CONSULTANT's employees are not required to work any
specified number of hours in any week. Any time off, including weekends and
vacation, will be solely and entirely at the discretion of the CONSULTANT.
The CONSULTANT may be required upon request of the Board to submit to MVSR
written or oral reports regarding its activities. Employees of the
CONSULTANT and others retained by the CONSULTANT are not employees of MVSR
for purposes of worker's compensation, unemployment insurance, medical;
disability and group life insurance and they are not eligible to
participate in any welfare, pension, profit sharing or fringe benefit plan
or arrangement of MVSR.
3. CONSULTING FEES. During the Term, as full compensation for the Consulting
Services, MVSR shall pay to the CONSULTANT a consulting fee as described in
Appendix A to this document. In addition to the Base Fee, the CONSULTANT
shall be paid such additional compensation as shall be determined from time
to time by the Board of Directors of MVSR and approved by the Board of
Directors of MVSR as provided for in Appendix A. It is understood that MVSR
will not withhold any income taxes, unemployment taxes or other taxes and
that the CONSULTANT is solely responsible for paying and reporting all
taxes, including income taxes and estimates thereof for itself and all
employees, agents or contractors. MVSR will report to the appropriate tax
authorities the amounts paid to the CONSULTANT and, even though the
CONSULTANT is an independent contractor, if MVSR is required by law, or is
advised by its accountants or attorneys that it is required by law to
deduct for withholding, or other taxes, it shall be free to do so, which
taxes if not previously deducted shall be reclaimable from the CONSULTANT.
4. EXPENSES. In addition to the consulting fees provided for in Section 3
above, MVSR shall reimburse the CONSULTANT for reasonable costs and
expenses incurred by the CONSULTANT in performing the Consulting Services,
subject to review by the Board of Directors of MVSR or a senior officer of
MVSR designated by the Board of Directors of MVSR.
5. USE OF MVSR'S FACILITIES. Employees of the CONSULTANT are not required to
use the office facilities of MVSR in performing the Consulting Services
hereunder.
6. TERM. The term of this Agreement shall commence as of February 1, 2008 and
shall continue for a period of twelve (12) months (the "TERM").
7. TERMINATION.
7.1 MVSR may terminate this Agreement, at any time, upon thirty (30) days
written notice, to CONSULTANT for any reason whatsoever.
7.2 Upon termination CONSULTANT shall cease all provision of services and no
invoice shall be made for services performed after notice of suspension or
termination. Upon termination, for any reason except breach of this
agreement by CONSULTANT, of this Agreement or a portion of the services
covered hereunder, MVSR shall pay to CONSULTANT an amount equal to the
Severance Amount as provided in Section 9 of this Agreement.
7.3 Termination of this Agreement or a portion of any services hereunder except
for breach of this agreement by CONSULTANT shall not prejudice or affect
the rights or remedies of either MVSR or CONSULTANT against the other in
respect of any breach of the Agreement which occurred before the effective
date of termination and shall not prejudice the rights and remedies of
CONSULTANT in respect of any sum or sums of money owed or owing from MVSR.
8. SEVERANCE PAYMENT. Upon termination of this Agreement by MVSR or a change
in control of MVSR, in addition to earned but unpaid Consulting Fees
payable in accordance with Section 3, MVSR shall pay to CONSULTANT
severance as identified in Appendix A.
9. DISCLAIMERS AND LIMITATIONS OF LIABILITY. It is expressly understood and
agreed that MVSR shall NOT be responsible nor liable for any loss, damage,
penalty, or the like, financial or otherwise, caused by:
(i) failure by any CONSULTANT, advisor, contractor, supplier, or any other
persons, individuals or firms NOT employed by MVSR to discharge its
contractual obligations; or
(ii) any delay, modification, or suspension of the time schedule for
performing the services hereunder whether agreed or not agreed with
CONSULTANT, which is NOT the responsibility of MVSR, its agents, or
CONSULTANTs; or
(iii) any negligent work carried out by the CONSULTANT or by any third
party other than MVSR, its agents, or sub-CONSULTANTs, or employees;
or
(iv) the failure of any person NOT employed or contracted with by MVSR to
discharge any legal duty or obligation whatsoever.
10. CONFIDENTIALITY. The CONSULTANT hereby agrees that during and after the
term of this Agreement, neither it nor any of its employees nor others
retained by the CONSULTANT to perform some or all of the services to be
performed hereunder, will divulge any confidential or proprietary
information belonging to MVSR or any company associated with MVSR or to any
customer of MVSR and neither the CONSULTANT nor any employee of the
CONSULTANT nor any other person retained by the CONSULTANT will make
available to others any MVSR or account list, price list, business plan,
trade secret, document, file, paper or data of any kind, in whatever form
embodied, concerning the business or financial affairs of MVSR, its
associated companies, or its customers or remove any of the foregoing from
the premises of MVSR.
11. ASSIGNMENT. Except as otherwise provided herein, the CONSULTANT may not
assign this Agreement or delegate any of its obligations hereunder, without
the prior written consent of MVSR and MVSR may not assign this Agreement,
or delegate any of its obligations hereunder, without the prior written
consent of the CONSULTANT. Any assignment or delegation in violation of the
provisions hereof shall be void and of no effect.
12. ENTIRE AGREEMENT; MODIFICATION; BINDING EFFECT. This Agreement constitutes
the entire agreement between the CONSULTANT and MVSR and supersedes all
prior understandings and agreements concerning the subject matter hereof.
This Agreement (including this provision against oral modification) may not
be changed or terminated, and no provision hereof may be waived orally. No
modification, waiver or termination hereof shall be binding upon either
party unless in writing and signed by or on behalf of the party against
which the modification, waiver or termination is asserted. This Agreement
shall be binding upon and shall enure to the benefit of the CONSULTANT and
MVSR, their successors and permitted assigns.
13. NOTICES. Any notice or other communication required or permitted hereunder
shall be sufficiently given if delivered personally, or, if sent by
registered or certified mail, postage pre-paid, return receipt requested,
addressed to the party intended to receive such notice at the address set
forth above, or such other address as such party may indicate in the manner
provided for notices herein. Any notice or communication shall be deemed to
have been given upon the date personally delivered or, if mailed, the
earlier of the date it is received and three (3) days after the date so
mailed.
14. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
above written.
MEDIVISOR, INC.
By:_____________________________________
Name: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Position: CEO
▇▇▇▇▇▇ BUSINESS MANAGEMENT SERVICES
By:_____________________________________
Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
POSITION: PRESIDENT
APPENDIX A
App. 1 : The Base Fee for the Term of the Agreement shall be $75,000,
payable in monthly installments of $3,000.00 per month until
company is properly funded. At time of funding company will
pay accrued pay and monthly payments will increase to $6,250
per month.
App. 2 : In addition to the Base Fee the CONSULTANT shall be paid such
additional compensation as shall be determined from time to
time by the Board of Directors of MVSR and approved by the
Board of Directors of MVSR.
App. 3 : In determining the amount of the additional compensation The
Board of Directors will take into consideration the attainment
of specific criteria as agreed with the CONSULTANT from time
to time.
App. 4 : The CONSULTANT shall provide services to MVSR which shall
include, but not be restricted to, those functions commonly
associated with the role of CHIEF FINANCIAL OFFICER.
App. 5 : STOCK OPTIONS. CONSULTANT shall be entitled to participate in
the MVSR Equity Incentive Plan.
App. 6 : SEVERANCE AND OTHER PAYMENTS.
a. If CONSULTANT'S agreement pursuant to this Agreement
is terminated for "cause" (as herein defined), the Company
shall not be obligated to pay or provide any severance
compensation or benefits to CONSULTANT.
b. If CONSULTANT'S agreement with the Company is terminated
under Paragraph 8.2 of this Agreement or the Company elects
not to continue the Agreement under Paragraph 7 above, the
Company agrees to pay to Consultant an amount equal to
twenty-five percent (25%) of Consultant's then current annual
base compensation (or, if this Agreement has expired, an
amount equal to twenty-five percent (25%) of Consultant's
annual base compensation on the last effective day of this
Agreement's term). ("Severance Payment"). Such Severance
Payment shall only be owed to Consultant and paid by the
Company following the execution of a mutually agreeable
severance agreement by Consultant and the Company that shall
be written within 15 days of the date of Consultant's
termination. In addition to the foregoing Severance Payment.
App. 7: TRAVEL, ENTERTAINMENT, AND LIVING EXPENSES. CONSULTANT is
authorized to Incur reasonable travel, entertainment, and cell
phone business expenses on behalf of the Company. These
expenses shall be reimbursed by the Company.
App. 8: CONSULTANT under this Agreement, the Company shall issue to
Consultant (or its designees) 50,000 shares ("Shares") of
common stock, no par value ("Common Stock"). Issued upon the
signing of this agreement;