CONSULTANT AGREEMENT
THIS CONSULTANT AGREEMENT (the "Agreement"), dated the 20th day of January,
1997 is by and between XXXXX MEDICAL GROUP, P.C., a District of Columbia
professional corporation ("Xxxxx"), and XXXXXXX XXXXXX (hereinafter referred to
as "Consultant").
W I T N E S S E T H:
WHEREAS, Xxxxx is engaged in the business of providing medical services;
and
WHEREAS, Xxxxx desires to engage the services of Consultant for the purpose
of assisting it in business development; and
WHEREAS, Consultant agrees to provide such services to Xxxxx upon the terms
and conditions herein set forth.
NOW, THEREFORE, WITNESSETH, for and in consideration of the sum of Ten
Dollars ($10.00), and for other good and valuable consideration including but
not limited to the mutual promises, covenants, and agreements of the parties
hereinbelow set forth, Xxxxx and Consultant agree as follows:
1. ENGAGEMENT. Xxxxx hereby engages Consultant to do and perform the work
covered by this Agreement and Consultant hereby accepts the engagement from
Xxxxx.
2. COMPENSATION OF CONSULTANT. Xxxxx shall be obligated to pay Consultant
for the work performed under this Agreement a consultant fee of Twelve Thousand
Five Hundred Dollars ($12,500.00) upon execution of this Agreement plus One
Hundred Thousand Dollars ($100,000.00) per year thereafter, during the term of
the Agreement. Such consultant fee shall be payable as follows:
a. Twelve Thousand Five Hundred Dollars ($12,500.00) shall be paid to
Consultant simultaneously upon execution of this Agreement.
b. During the term of this Agreement, Xxxxx shall pay to Consultant
monthly installments of Twelve Thousand Five Hundred
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Dollars ($12,500.00) on the last day of each calendar month commencing
January 31, 1997. Such payments shall be deemed timely paid if made by the
fifth (5th) day of the next succeeding month.
3. CONSULTANT'S RESPONSIBILITIES. Consultant agrees to develop and
implement a business development plan for Xxxxx. Xxxxx agrees to cooperate with
Consultant in connection with the development and implementation of such plan.
4. TERM. The term of this Agreement shall be for five (5) years commencing
on the date of execution of this Agreement.
5. RELATIONSHIP OF PARTIES. The parties to this contract intend that the
relation between them created by this Agreement is that of owner-independent
contractor. Consultant shall not be or be deemed to be the employee, agent or
servant of Xxxxx. Xxxxx is interested only in the results obtained under this
Agreement; the manner and means of conducting the work are under the general
control of Consultant. None of the benefits provided by Xxxxx to its employees,
including but not limited to compensation insurance and unemployment insurance
are available from Xxxxx to Consultant. Consultant will be solely and entirely
responsible for his acts during the performance of this Agreement. Consultant
shall have sole control of the manner and means of performing his
responsibilities under this Agreement, and he shall complete same according to
his own means and methods of work.
6. TIME DEVOTED TO CONSULTANT'S DUTIES. In the performance of the services
contemplated hereby, Consultant shall devote such hours and time as is necessary
to adequately perform and fulfill the spirit and purpose of this Agreement.
7. MISCELLANEOUS.
a. All covenants, stipulations, promises, agreements and provisions in
this Agreement shall apply to, bind and be obligatory upon the parties
hereto, their heirs, executors, administrators, personal representatives,
successors and assigns, or any of them, whether so expressed or not.
b. This Agreement shall be construed in accordance with the laws of
the State of Maryland, entirely independent of the forum where it may come
up for construction or enforcement.
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c. No modification or waiver of any of the terms of this Agreement
shall be valid unless expressed in writing and executed with the same
formality as this Agreement. The failure of either party to insist on
strict performance of any of the provisions of this Agreement shall not be
construed as a waiver of any subsequent breach or default of the same or a
similar nature.
d. In the event that any provision of this Agreement should be held to
be invalid or unenforceable, the invalid provision shall be construed in
all respects as though it were omitted, and the same shall not in any way
affect any other provisions herein, all of which shall continue in full
force and effect.
e. This Agreement constitutes the entire understanding of the parties.
There are no representations, warranties, promises, covenants or
undertakings other than those expressly set forth herein.
IN WITNESS WHEREOF, the parties have set their hands and seals.
WITNESS: XXXXX:
XXXXX MEDICAL GROUP, P.C.
_________________________ By:__________________________(SEAL)
Name:________________________
Title:_______________________
WITNESS: CONSULTANT:
_________________________ _____________________________(SEAL)
Xxxxxxx Xxxxxx
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SECOND AMENDMENT TO CONSULTING CONTRACT
THIS SECOND AMENDMENT TO CONSULTING CONTRACT (this "Amendment") dated this
___ day of __________, 1998 is by and between XXXXX MEDICAL GROUP, P.C.
("Xxxxx") and XXXXXXX XXXXXX ("Consultant")
Introductory Statement
The parties hereto entered into that certain Consultant Agreement dated
January__, 1997 ("Consultant Agreement") and that certain Amendment to
Consultant Agreement Dated July 8, 1998 (the "Amendment") (the Consultant
Agreement as amended by the Amendment are hereinafter collectively referred to
as the "Original Agreement"), pursuant to which Consultant agreed to render
certain services to Xxxxx. The parties wish to amend the Original Agreement to
provide for fringe benefits for Consultant.
NOW, THEREFORE, WITNESSETH, for and in consideration of the the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:
1. The following paragraph 2.d. is hereby added to the Original Agreement:
d. Consultant will be entitled to all of the ancillary benefits
available to full-time employees of Xxxxx. In addition, Consultant shall be
entitled to designate additional fringe benefits so long as the aggregate
value of all fringe benefits to which Consultant is entitled does not
exceed the sum of Sixty thousand Dollars ($60,000.00).
2. Full Force and Effect. Except as provided herein, the Original Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
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WITNESS: XXXXX:
XXXXX MEDICAL GROUP, P.C.
By:/s/ P. Xxxxxx Xxxxxx, MD (SEAL)
------------------------- ----------------------------
Name: P. Xxxxxx Xxxxxx, MD
--------------------------
Title: President
-------------------------
WITNESS: CONSULTANT:
/s/ Xxxxxxx Xxxxxx (SEAL)
------------------------- -------------------------
Xxxxxxx Xxxxxx
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