CONSULTING AGREEMENT WITH XXXXXX XXXXXXXX
XXXXXX XXXXXXXX
CONTRACT FOR
CONSULTING SERVICES
This Agreement is made this 19th day of April, 2002, between American Medical
Technologies ("Client"), having its principal place of business at 0000 Xxxx
Xxxx, Xxxxx 0000, Xxxxxx Xxxxxxx, XX, 00000, and Xxxxxx Xxxxxxxx, Consultant,
having its principal place of business at 00 Xxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx,
Xxxxxx X0X 0X0.
In consideration of Client retaining Xxxxxx Xxxxxxxx to conduct general
consulting services for Client, it is agreed as follows:
1. COMPENSATION AND TERM
Client hereby retains Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx hereby agrees to
perform the following services: Public Relations and Research services of
Xxxxxx Xxxxxxxx as required by Client, through October 31, 2002. Xxxxxx
Xxxxxxxx will at various times perform services at Xxxxxx Xxxxxxxx'x
facilities, or as directed by Client. Xxxxxx Xxxxxxxx will perform the
services at various times and for various durations as directed by Client.
The following consulting fees shall apply:
A. Cash payment of $57,000US Dollars.
B. Options to buy 500,000 shares of unrestricted Common Stock of American
Medical Technologies (ADLI - Nasdaq), at a price per share equal to 90% of
the closing bid price on the day prior to the day the options are exercised.
Stock will be registered under SEC Form S-8 and due upon signing of this
agreement. The options shall be exercisable for a term of not more than two
months from the effective date of the registration statement on Form S-8
covering the options. The fee to Consultant shall be deemed fully earned as
of the date of execution of this Agreement, and whether or not any
Consultant's recommendations are ratified.
C. The options shall not be transferred in any manner other than by will or
the laws of descent and distribution. During the Consultant's life, the
options shall be exercised only by the Consultant. No transfer of the
options shall be effective to bind Client unless Client shall have been
furnished with written notice thereof and such evidence as Client may deem
necessary to establish the validity of the transfer and the acceptance by the
transferee of the terms and conditions of the options.
D. The Consultant shall be responsible to pay for its costs providing its
service under this agreement.
Any legal action brought to collect any sums due under this Agreement shall
be entitled to collect, in addition to all damages, its costs of collection,
including reasonable attorney's fees.
This Agreement shall commence on the date stated above, and shall remain in
effect until all obligations under this Agreement have been properly
completed. Either party to this Agreement may terminate this Agreement with
or without cause by providing at least seven days written notice to the other
party.
2. WARRANTIES BY XXXXXX XXXXXXXX
Xxxxxx Xxxxxxxx represents and warrants to Client that it has the ability to
perform the services required by this Agreement; that it will perform said
services in a professional, competent and timely manner; that it has the
power to enter into and perform this Agreement; and that its performance of
this Agreement shall not infringe upon or violate the rights of any third
party or violate any federal, state and municipal laws. However, Client will
not determine or exercise control as to general procedures or formats
necessary to have these services meet Client's satisfaction.
3. INDEPENDENT CONTRACTOR
Xxxxxx Xxxxxxxx acknowledges that the services rendered under this Agreement
shall be solely as an independent contractor. Xxxxxx Xxxxxxxx shall not enter
into any contract or commitment on behalf of Client. Xxxxxx Xxxxxxxx further
acknowledges that it is not considered an affiliate or subsidiary of Client,
and is not entitled to any Client employment rights or benefits. It is
expressly understood that this undertaking is not a joint venture.
4. CONFIDENTIALITY
Xxxxxx Xxxxxxxx recognizes and acknowledges that this Agreement creates a
confidential relationship between Xxxxxx Xxxxxxxx and Client and that
information concerning Client's business affairs, customers, vendors,
finances, properties, methods of operation, computer programs, and
documentation, and other such information, whether written, oral, or
otherwise, is confidential in nature. All such information concerning Client
is hereinafter collectively referred to as "Confidential Information."
5. NON-DISCLOSURE
Xxxxxx Xxxxxxxx agrees that, except as directed by Client, it will not at any
time during or after the term of this Agreement disclose any Confidential
Information to any person whatsoever and that upon the termination of this
Agreement it will turn over to Client all documents, papers, and other matter
in its possession or control that relate to Client. Xxxxxx Xxxxxxxx further
agrees to bind its employees and subcontractors to the terms and conditions
of this Agreement.
6. GRANT
Xxxxxx Xxxxxxxx agrees that its work product produced in the performance of
this Agreement shall remain the exclusive property of Client, and that it
will not sell, transfer, publish, disclose or otherwise make the work product
available to third parties without Client's prior written consent. Any rights
granted to Xxxxxx Xxxxxxxx under this Agreement shall not affect Client's
exclusive ownership of the work product.
7. OFFICE RULES
Xxxxxx Xxxxxxxx shall comply with all office rules and regulations, including
security requirements, when on Client premises.
8. CONFLICT OF INTEREST
Xxxxxx Xxxxxxxx shall not offer or give a gratuity of any type to any Client
employee or agent.
9. GOVERNING LAW
This Agreement shall be construed and enforced in accordance with the laws of
the state of New York.
10. ENTIRE AGREEMENT AND NOTICE
This Agreement contains the entire understanding of the parties and may not
be amended without the specific written consent of both parties. Any notice
given under this Agreement shall be sufficient if it is in writing and if
sent by certified or registered mail.
IN WITNESS WHEREOF,
Client and Xxxxxx Xxxxxxxx have duly executed this Agreement as of the day
and year first above written.
Xxxxxx Xxxxxxxx American Medical Technologies
By: /s/ Xxxxxx JohnstonBy: /s/ Xxxx X. Xxxxxxx III
Name: Xxxxxx Xxxxxxxx Name: Xxxx X. Xxxxxxx III
Title: Principal Title: Interim Chief Executive Officer
Date: April 24, 2002 Date: April 24, 2002
