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(10)(xxv) Service Agreement between the Company and
Medicore, Inc. dated October 25, 1996.
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MEDICORE, INC.
0000 XXXX 00XX XXXXXX
XXXXXXX, XXXXXXX 00000
TELEPHONE (000)000-0000
FACSIMILE (000) 000-0000
October 25, 1996
Techdyne, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxxxx, XXX 00000
Re: Service Agreement
Gentlemen:
This will confirm our understanding as to the services that the undersigned
, Medicore, Inc. ("Medicore") has provided and shall continue to provide to you,
Techdyne, Inc. ("Techdyne"). Techdyne hereby retains Medicore to provide certain
administrative and financial services relating to accounting, books and records,
data processing, preparation and filing of tax reports and records with respect
to the operations of Techdyne, including, but not limited to, performing the
bookkeeping and other administrative acts necessary for xxxxxxxx, invoicing,
maintenance of general ledgers and records for payroll and shipping, accounts
receivable and insurance, and the preparation of accounting and financial
statements for Techdyne. Medicore shall have no responsibility to advance or
make any funds available for the operations of Techdyne, nor shall Medicore or
any of its employees sign any checks, agreements, contracts or similar documents
or instruments by, for, or on behalf of Techdyne, nor shall Medicore have any
supervisory or managerial responsibilities or obligations on behalf of Techdyne
with respect to any of the records, financing or other operations of Techdyne,
all of which shall be the sole responsibility of Techdyne as more particularly
set forth below, except to the extent that such Medicore personnel are also
officers and/or directors of Techdyne and authorized by Techdyne to sign checks
for Techdyne or are otherwise employed by Techdyne in a managerial capacity; but
any act by such employee, officer or director of Techdyne, shall not be that of
Medicore, nor shall any liability for any act or omission of such person be
deemed that directed by or attributable to Medicore.
The term of this Service Agreement shall be for a period of two (2) years
from October 1, 1996 (the "Effective Date"); and provided that the party wishing
to terminate is not in default of this Agreement, such non-defaulting party
shall have the right to terminate this Agreement on sixty (60) days written
notice to the other.
In consideration for the services to be performed by Medicore as provided
herein, Techdyne agrees to and shall pay to Medicore Four Hundred Eight Thousand
($408,000) Dollars per annum payable in equal monthly installments of Thirty
Four Thousand ($34,000) Dollars with the first payment due on November 1, 1996
and thereafter each installment due on the first day of each month subsequent
thereto; provided Techdyne shall have a five (5) day grace period.
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Complete responsibility for Techdyne and its operations remain solely with
Techdyne and not that of Medicore or its employees or affiliates. This Service
Agreement and the services to be performed by Medicore are administrative and
not supervisory or managerial and are not to be construed in any manner as
providing or binding Medicore or its employees or affiliates with or to any
liability or responsibility whatsoever relating to Techdyne and its activities
and operations.
Medicore and its employees participating in this Service Agreement are
retained only for the purposes and to the extent set forth herein and its and
their relationship to Techdyne during the term of this Service Agreement shall
be that of independent contractor and nothing in this Service Agreement shall be
construed as equating any Techdyne employees or affiliates who may cooperate or
otherwise participate with Medicore employees or personnel who may otherwise be
affiliated with both Medicore and Techdyne in providing the service contemplated
herein as employees of Medicore nor shall any such Medicore employee be deemed
or equated with employees of or otherwise affiliated with Techdyne. These
employees or parties common to both Medicore and Techdyne shall be deemed acting
for the company then requiring his or her services under the circumstances and
shall not be deemed an agent or employee of the other company simply due to
their dual positions. Further, nothing herein shall be construed as establishing
a joint venture or partnership between Medicore and Techdyne. Medicore and its
employees participating in this Service Agreement are free to utilize their
entire time, energy and skill in such manner and for such purposes as they see
fit.
Medicore shall perform the services required herein from its present
facilities in Hialeah, Florida or such other locations which it now maintains or
to which it may move which it determines to best service the purposes of this
Service Agreement. Should any Medicore personnel be reasonably required to
travel to perform certain of the services contemplated herein, which travel
shall be undertaken at the option of Medicore, Techdyne will reimburse Medicore
for any out-of-pocket expenses in connection with such services and travel.
This Service Agreement shall not be assignable except with the prior
written consent of each of the parties hereto; provided, no consent shall be
required with respect to any transfer or assignment to the successor corporation
or persons resulting from a merger or consolidation or from a transfer of all or
substantially all of the assets of either party.
Any controversy or claim arising out or relating to this Service Agreement,
or the breach thereof, shall be settled by arbitration in the City of Hialeah in
accordance with the rules then obtaining of the American Arbitration
Association, and judgment upon the award rendered may be entered and enforced in
any court having jurisdiction thereof.
This Service Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their successors and assigns. Nothing in this Service
Agreement, whether express or implied, is intended to confer any rights or
remedies under or by reason of this Service Agreement to any other persons other
than the parties hereto and their respective successors and assigns, nor is
anything in this Agreement intended to relieve or discharge the obligations or
liability of any third person to any party to this Service Agreement, nor shall
any provision herein give any third person any other rights against any party to
this Service Agreement.
No waiver of the provisions hereof shall be effective unless in writing and
signed by the party to be charged with such waiver. No waiver shall be deemed a
continuing waiver or waivers in respect of any subsequent breach or default,
whether of similar or different nature unless expressly so stated in writing.
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This Service Agreement shall be construed in accordance with the laws of
the State of Florida.
If this comports with your understanding please execute a copy of this
Service Agreement.
MEDICORE, INC.
By:/s/ XXXXXX X. XXXXXXXX
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XXXXXX X. XXXXXXXX
Chief Executive Officer
AGREED TO AND ACCEPTED BY:
TECHDYNE, INC.
By:/s/ XXXXX XXXXXX
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XXXXX XXXXXX, President
