Consulting Services Agreement
THIS Consulting Services Agreement (hereinafter "Agreement") is entered into on
this day of January 4, 1998, between Springhouse Associates, Inc. (hereinafter
"SHA") and Cardiovascular Laboratories, Inc. (hereinafter "CLI").
HEREINAFTER, SHA and CLI are referred to collectively as "Parties" and
singularly as "Party"
WHEREAS the Parties desire to set forth the terms and conditions under which
certain consulting services shall be performed
NOW THEREFORE, in consideration of the promises of the mutual covenants herein,
the Parties hereto agree as follows:
SECTION I - Scope of Services
SHA agrees to perform for CLI, beginning immediately on the date this Agreement
is signed by both Parties, corporate advisory services as mutually agreed upon
by the Parties.
SECTION II - Period and Terms of Performance
The period of performance under this Agreement shall begin immediately and run
for a period of 60 months unless otherwise terminated in accordance with the
terms of this Agreement.
In performance of its duties, SHA shall provide CLI with the best of its
judgment and efforts. It is understood and acknowledged by the Parties that the
value of the SHA advice is not measurable in a quantitative manner, and, as
such, SHA shall not be obligated to spend a specific amount of time providing
advisory services concerning the affairs of CLI, nor shall the compensation
described in Section III of this Agreement be reflective of the expenditure of
any specific amount of time on the part of SHA.
SECTION III - Compensation
As full consideration for the performance of the services described in Articles
I and 11, above, CLI shall pay to SHA consideration $54,500 per annum, payable
in monthly installments of $4,541.66, or in such other manner as the Parties may
mutually agree.
SECTION IV - Contractual Relationship
In performing the services under this Agreement, SHA shall operate and have the
status of an independent contractor working as a contracted financial adviser to
CLI under the terms of this Agreement. SHA shall have the full responsibility
for compliance with all applicable state, local and federal laws and regulations
with respect to the payment of any taxes or other fees that may be related to
the compensation described herein. SHA shall not have the authority to enter
into any contract binding to CLI, or create any obligations on the part of CLI,
except as may be specifically authorized by CLI. CLI and SHA will be mutually
responsible for determining the means and the methods for performing the
services described in this Agreement.
SECTION V - Company Information
Since SHA must, at all times rely upon the accuracy and completeness of
information supplied to him by the CLI officers, directors, employees and
agents, CLI agrees to indemnify and hold harmless SHA, and defend SHA, at CLI's
expense, in any proceeding or suit which may arise out of and/or due to any
inaccuracy or incompleteness of such material supplied by CLI to SHA.
SECTION VI - Notices
Notices related to this Agreement shall be in writing, and may be served
personally to CLI and to SHA at their respective addresses shown below, or at
such locations as may be selected by either Party upon written notice to the
other Party, or by registered mail to the address of each Party, or as
transmitted by fax as listed below:
Springhouse Associates, Inc. Cardiovascular Laboratories, Inc
000 Xxxx Xxxxxx 000 Xxx Xxxxx Xxxxxx Xxxx - Xxxxx 000
Xxxxx Xxxxxxx, XX 00000 Xxxxx, XX 00000
Fax - 000-000-0000 Fax 000-000-0000
SECTION VII - Termination
This Agreement may not be terminated by either Party without the written consent
of the nonterminating Party.
SECTION VIII - Miscellaneous
This Agreement constitutes the entire Agreement between CLI and SHA. It
supersedes any and all prior or contemporaneous communications, representations
or agreements, whether oral or written, with respect to the subject matter
hereof. Any ambiguities arising from the interpretation of any part of this
Agreement shall be interpreted and inure to the benefit of CLI.
This Agreement is not assignable except with the written permission of the
non-assigning Party. This Agreement has been induced by no representations,
statements, or agreements other than those expressed herein. No agreements
hereafter made between the Parties shall be binding on either Party unless
reduced to writing and signed by an authorized officer of the Party bound
thereby.
This Agreement may be executed in any number of counterparts, and each
counterpart shall be deemed to be an original instrument, but all of such
counterparts taken together shall constitute but one agreement.
Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in the County of Xxxxxxxxxx,
Pennsylvania, USA, in accordance with the rules of the American Arbitration
Association there in effect, except that the Parties thereto shall have any
rights to discovery as would be permitted by the Federal Rules of Civil
procedure and the prevailing Party shall be entitled to reasonable costs and
reasonable attorney's fees from arbitration or any other civil action. Judgement
upon the award rendered therein may be entered in any Court having jurisdiction
thereof
Jurisdiction for any legal action is stipulated between the Parties to lie in
the County of Xxxxxxxxxx, Pennsylvania, USA. This Agreement shall, in all
respects, be interpreted and construed, and the rights of the Parties hereto
shall be governed by the laws of the Commonwealth of Pennsylvania without giving
effect to any conflicts of law.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized officers,
CARDIOVASCULAR
LABORATORIES, INC SPRINGHOUSE ASSOCIATES, INC
/s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxxxx
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Xx. Xxxx X. Xxxxxx Xx. Xxxxxxx X. Xxxxxxxxxx
1/4/98 1/4/98
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Date Signed Date Signed
