Exhibit 1
CONSULTING AGREEMENT
An Agreement entered into as of the 1st day of April, 2001 by and between
InMedica Development Corporation, a Utah Corporation (the "Company") and Xxxxx
X. Xxxxx (the "Consultant").
WHEREAS the Consultant is the Chairman of the Board of the Company; and
WHEREAS the Company and the Consultant desire to formalize a consulting fee
arrangement;
THEREFORE, based on the promises contained herein, the parties agree as
follows:
1. The Company retains the Consultant to provide consulting services and
Consultant accepts such appointment beginning April 1, 2001. Pursuant to this
agreement, Consultant shall continue to render consulting services as he has
customarily rendered in the past.
2. In consideration of this consulting services commitment, the Company
shall pay the Consultant the sum of $2,000 per month beginning April 1, 2001,
said amount to be accrued until such time as the cash flow of the Company
permits distribution, which time shall be determined in the sole discretion of
the board of directors.. Accrued amounts shall not bear interest. Consultant may
designate that payment be made to his consulting corporation.
3. The Consultant agrees to hold entirely confidential all trade secrets
and other confidential information which he receives in connection with services
rendered to the Company.
4. Either party may terminate this agreement without cause upon 30 days
prior notice to the other or by mutual agreement at any time.
5. (a) This agreement contains the entire agreement between the parties on
the subject matter hereof and may only be changed or modified by a written
agreement between the parties.
(b) All notices or other communications under this agreement shall be in
writing, shall be deemed to have been legally given and delivered when hand
delivered or sent certified mail, return receipt requested, to the party to be
notified.
(c) In the event any provision or any part of any provision of this
agreement shall be held invalid, illegal or unenforceable, such holding shall
not affect any other provision or any part of the same provision which can be
given effect without the invalid provision or any part thereof.
(d) This agreement may be executed in one or more counterparts each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
(e) This agreement may not be assigned by either of the parties without the
prior written consent of the other.
INMEDICA DEVELOPMENT CORPORATION
By /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx, President
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Consultant
