EXHIBIT 99.1
FORM OF RESIGNATION AND CONSULTING AGREEMENT
RESIGNATION AND CONSULTING AGREEMENT
AccuImage Diagnostics Corp, a Nevada corporation ("AccuImage"), and
Xxxxxx X. Xxxxxxx ("Xxxxxxx"), an individual resident of Maine, enter into this
Consulting Agreement ("Agreement"), as of February 20, 2004.
RECITALS
X. Xxxxxxx wishes to resign as a board member of AccuImage
B. AccuImage wishes to engage Xx. Xxxxxxx as a consultant to the Company
to avail itself of Krevans's experience, skills, and knowledge.
X. Xxxxxxx wishes to be engaged as AccuImage's Consultant.
D. AccuImage and Krevans wish to enter into this Agreement on the terms
and conditions set forth below.
AGREEMENT
Krevans resigns as a director of AccuImage effective the date of this
Agreement.
1. CONSULTING TERM.
AccuImage shall employ Krevans as its Consultant for three years, commencing on
the effective date of this agreement. Unless AccuImage gives notice of its or
his intention to renew this Agreement shall be deemed expired at the expiration
of its three-year term on all of its terms and conditions.
2. KREVANS 'S DUTIES.
2.1 In his capacity as AccuImage's Consultant, Krevans shall
perform all acts or services and do all things necessary or advisable
to assist the Company, subject to the policies set by AccuImage's board
of directors. In this role Krevans will report to the Chairman and/or
CEO.
2.2 Krevans shall not misuse, misappropriate, or, except as
authorized by AccuImage's board of directors, disclose to persons not
employed by AccuImage, any confidential information concerning
AccuImage so long as the information is reasonably subject to
characterization as a "trade secret" within the meaning of California
Civil Code Section 3426.1 (d) as that section exists on the date of
this Agreement is executed or renewed. The confidential information
subject to the prohibition in this paragraph includes, but is not
limited to, information concerning finances, personnel, customers,
computer operations and programs, research and development, products,
or services.
3. KREVANS'S COMPENSATION.
3.1 During the term of this Agreement Krevans's compensation
shall be the sum of $1.00 payable in three installments at the
anniversary of this agreement.
4. REIMBURSEMENT OF REASONABLE BUSINESS EXPENSES.
AccuImage shall promptly reimburse Krevans for all pre-approved
business expenses incurred by Krevans in the discharge of his duties under this
agreement, so long as the expenditures qualify as proper business deductions
under the Internal Revenue Code, and they are properly substantiated by Krevans
with documentation adequate to establish their deductibility under the Internal
Revenue Service Code.
5. TERMINATION.
5.1. This Agreement shall be terminated upon Krevans 's
disability, death or upon Krevans 's voluntary resignation, termination
for cause or retirement.
5.2 If, this agreement terminates for "Cause" (as defined
herein), Krevans shall not be entitled to compensation as provided in
this Agreement. "Cause" is defined as (1) an act of personal dishonesty
taken by Krevans in connection with his responsibilities as a
consultant and intended to result in personal enrichment of Krevans
(ii) Krevans 's conviction of, plea of NOLO CONTENDERE to, a felony,
(iii) a willful act by Krevans which constitutes gross misconduct and
which is injurious to the Company.
6. EFFECT OF MERGER, TRANSFER OF ASSETS, OR DISSOLUTION. This Agreement
shall be terminated by a voluntary or involuntary termination of AccuImage's
existence resulting from a merger or consolidation in which AccuImage is not the
consolidated or surviving entity or a transfer of all or substantially all of
AccuImage's assets.
7. OWNERSHIP OF INTANGIBLES. All research, development, designs,
processes, inventions, copyrights, patents, trademarks, service marks, and the
like that Krevans conceives or develops while this Agreement is in effect shall
be AccuImage 's property. Krevans shall execute and deliver to AccuImage a copy
of AccuImage's standard employee confidentiality and proprietary rights
agreement.
8. NON-COMPETITION BY KREVANS AFTER TERMINATION
8. 1. Immediately upon termination of this Agreement, Krevans
shall immediately deliver to AccuImage all of AccuImage's property then
in his possession or under his controls.
8.2 For a period of one year after termination of this
Agreement, Krevans agrees not to compete unfairly, whether directly or
indirectly, with AccuImage. For purposes of this paragraph, to "compete
unfairly" is to (a) use or provide to third parties property that is
owned by AccuImage under Paragraph 9; (b) use or provide to third
parties trade secrets within the definition of California Civil Code
Section 3426.1 (d) as that section exists on the date this Agreement is
executed or renewed; (c) compete or to assist third parties to compete
with AccuImage for the business of AccuImage 's customers with respect
to the services offered by AccuImage on the date this Agreement is
terminated; or (d) attempt to induce or assist third parties to induce
or attempt to induce, any of AccuImage 's employees to terminate
employment with AccuImage and obtain employment by any person or entity
that competes with AccuImage .
9. MISCELLANEOUS PROVISIONS.
9.1. This Agreement is made in and is subject to the law of
the State of California.
9.2 Notices to be given in writing shall be transmitted by
personal delivery or by certified mail, return receipt requested,
addressed as set forth below or to another address given through
written notice under the provisions of this paragraph:
If to AccuImage: If to Krevans:
AccuImage, Inc 00 Xxxxx Xxxxx Xxxx
Xxxxxxxxx: Board of Directors Xx. Xxxxxx, Xxxxx 00000
000 Xxxxxxxxx Xxxxxx Xxxxx 000
Xxxxx Xxx Xxxxxxxxx, XX 00000
Notices delivered personally shall be deemed communicated as of the date of
receipt. Mailed notices shall be deemed communicated as of the date of mailing.
9.3 This Agreement is AccuImage's and Krevans's entire
agreement with respect to Krevans's consulting and it supersedes all
other agreements, whether written or oral, between them. Each
acknowledges there is no representation, inducement, promise, or
agreement, whether oral or in writing, with respect to this Agreement's
subject matter that is not incorporated into this Agreement.
Executed at SOUTH SAN FRANCISCO Date:2/20/04
AccuImage Diagnostics Corp /S/AVI FALIKS, Avi Faliks, Director
Executed at SOUTH SAN FRANCISCO Date:2/20/04
By /S/XXXXXX XXXXXXX, Xxxxxx Xxxxxxx, Consultant
The form of Resignation and Consulting Agreement signed by each of Xx. X. Xxxxx
Wall, Xxxxx Xxxxxxxx, Xxxxx Xxxxx and Xxxx Xxxxx are identical in all material
respects to the form filed herewith other than as to the Consultant and differ
only with respect to the individual party to the Agreement and the address for
notices to the Consultant. Therefore, pursuant to Instruction 2 to item 601 of
Regulation S-K, each of the following Resignation and Consulting Agreements has
been omitted from Exhibit 99.1. The Registrant agrees to file copies of the
agreements listed below if requested to do so by the Commission.
Resignation and Consulting Agreement, dated February 20, 2004, by and between
AccuImage Diagnostics Corp. and X. Xxxxx Wall.
Resignation and Consulting Agreement, dated February 20, 2004, by and between
AccuImage Diagnostics Corp. and Xxxxx Xxxxxxxx.
Resignation and Consulting Agreement, dated February 20, 2004, by and between
AccuImage Diagnostics Corp. and Xxxxx Xxxxx.
Resignation and Consulting Agreement, dated February 20, 2004, by and between
AccuImage Diagnostics Corp. and Xxxx Xxxxx.
