EX-10.5 4 dex105.htm FORM OF CONSULTING AGREEMENT WITH JUGAL K. TANEJA CONSULTING AGREEMENT
THIS AGREEMENT, made, entered into, and effective this 1st day of February, 2005 (the “Effective Date”), by and between XXXXX X. XXXXXX, an individual resident of Florida (hereinafter referred to as “Consultant”), and Vertical Health Solutions, Inc., A Florida corporation with its principal place of business in Oldsmar, Florida (hereinafter referred to as “Corporation”).
WHEREAS, The Corporation realizes that the Consultant has demonstrated a keen understanding of the Corporation’s operations such that it would be desirable to retain Consultant’s services under a consulting agreement;
(i) During and following the Consulting Period, the Consultant will hold in confidence the Confidential Information and will not disclose it to any person except with the specific prior written consent of the Corporation or except as otherwise expressly permitted by the terms of this Agreement.
(ii) Any trade secrets of the Corporation will be entitled to all of the protections and benefits under Chapter 688, Florida Statutes and any other applicable law. If any information that the Corporation deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement. The Consultant hereby waives any requirement that the Corporation submit proof of the economic value of any trade secret or post a bond or other security.
(iii) None of the foregoing obligations and restrictions applies to any part of the Confidential Information that the Consultant demonstrates was or became generally available to the public other than as a result of a disclosure by the Consultant.
(iv) The Consultant will not remove from the Corporation’s premises (except to the extent such removal is for purposes of the performance of the Consultant’s duties at home or while traveling, or except as otherwise specifically authorized by the Corporation) any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form (collectively, the “Proprietary Items”). The Consultant recognizes that, as between the Corporation and the Consultant, all of the Proprietary Items, whether or not developed by the Consultant, are the exclusive property of the Corporation. Upon termination of this Agreement by either party, or upon the request of the Corporation during the Consulting Period, the Consultant will return to the Corporation all of the Proprietary Items in the Consultant’s possession or subject to the Consultant’s control, and the Consultant shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items.
(i) disclose to the Corporation in writing any Consultant Invention;
(ii) assign to the Corporation or to a party designated by the Corporation, at the Corporation’s request and without additional compensation, all of the Consultant’s right to the Consultant Invention for the United States and all foreign jurisdictions;
(iii) execute and deliver to the Corporation such applications, assignments, and other documents as the Corporation may request in order to apply for and obtain patents or other registrations with respect to any Consultant Invention in the United States and any foreign jurisdictions;
(iv) sign all other papers necessary to carry out the above obligations; and
(v) give testimony and render any other assistance in support of the Corporation’s rights to any Consultant Invention.
(a) For the purposes of this Section 5, “Confidential Information” shall mean any and all:
(i) trade secrets concerning the business and affairs of the Corporation, product specifications, data, know-how, formulas, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information, and any other information, however documented, that is a trade secret within the meaning of Chapter 688, Florida Statutes;
(ii) information concerning the business and affairs of the Corporation (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials, however documented; and
(iii) notes, analysis, compilations, studies, summaries, and other material prepared by or for the Corporation containing or based, in whole or in part, on any information included in the foregoing.
(b) For the purposes of this Section 5, “Consultant Invention” shall mean any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registrable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a semiconductor product (whether recordable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Consultant, either solely or in conjunction with others, during the Consulting Period, or a period that includes a portion of the Consulting Period, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed tp be conducted by the Corporation, and any such item created by the Consultant, either soley or in conjunction with others, following termination of the Consultant’s Consulting Arrangement with the Corporation, that is based upon or uses Confidential Information.
6. NON-COMPETITION AND NON-INTERFERENCE
(a) during the Consulting Period, except in the course of his Consulting Arrangement hereunder, and during the Post-Consulting Period (as defined below), engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend the Consultant’s name or any similar name to, lend Consultant’s credit to or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of the Corporation anywhere within the United States; and that the Consultant may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered or have been registered under Section 12(g) of the Securities Exchange Act of 1934;
(b) whether for the Consultant’s own account or for the account of any other person, at any time during the Consulting Period and the Post-Consulting Period, solicit business of the same or similar type being carried on by the Corporation, from any person known by the Consultant to be a customer of the Corporation, whether or not the Consultant had personal contact with such person during and by reason of the Consultant’s Consulting Arrangement with the Corporation;
(c) whether for the Consultant’s own account or the account of any other person(i) at any time during the Consulting Period and the Post-Consulting Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the
Corporation at any time during the Consulting Period or in any manner induce or attempt to induce any employee of the Corporation to terminate his Consulting Arrangement with the Corporation; or (ii) at any time during the Consulting Period and for three years thereafter, interfere with the Corporation’s relationship with any person, including any person who at any time during the Consulting Period was an employee, contractor, supplier, or customer of the Corporation; or
(d) at any time during or after the Consulting Period, disparage the Corporation or any of its shareholders, directors, officers, employees, or agents.
For purposes of this Section 6.2, the term “Post Consulting Period” means the three year period beginning on the date of termination of the Consultant’s Consulting Arrangement with the Corporation.
If any covenant in this Section 6.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Consultant.
The period of time applicable to any covenant in this Section 6.2 will be extended by the duration of any violation by the Consultant of such covenant.
If to the Company: | Vertical Health Solutions, Inc. 000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: President | |
Tel: (000) 000-0000 Fax: (000) 000-0000 | ||
With a copy to Counsel: | Sichenzia, Xxxxxxxx & Xxxx 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxx Xxxx | |
If to the Consultant: | Xxxxx X. Xxxxxx 0000 Xxxxx Xxxxx Xx. Xxxxx, XX 00000 |
14. CHOICE OF LAW. This Agreement shall be interpreted and performed in accordance with the laws of the State of Florida, and the parties agree, notwithstanding the principles of conflicts of law, that the internal laws of the State of Florida shall govern and control the validity, interpretation, performance, and enforcement of this Agreement.
VERTICAL HEALTH SOLUTIONS, INC. | ||
By: | /S/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: | President and Director | |
Date: |
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CONSULTANT: | ||
/S/ Xxxxx X. Xxxxxx | ||
Name: | Xxxxx X. Xxxxxx | |
Date: |
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