CONSULTING AGREEMENT DATED OCTOBER ___, 2003, BETWEEN XXXX X. XXXXXXXXX,
M.D. AND RESCON TECHNOLOGY CORPORATION
This Consulting Agreement (the "Agreement") is entered into this ___th
day of October, 2003 by and between Xxxx X. MoskowitsM.D., an individual,
with an address at 00 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxx, XX 00000
("Consultant") and .
ResCon Technology Corporation, a Nevada corporation, having its principal
place of business at 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxx Xxxxx,
Xxxxxxxxxxxx, XX 00000 (the "Company")
WHEREAS, the Company wishes to engage Consultant to advise the Company
and Consultant wishes to accept such engagement, all upon the terms and
subject to the conditions contained in this Agreement;
NOW, THEREFORE, the parties hereto, in consideration of the mutual
consideration and promises contained herein and intending to be bound,
hereby agree as follows:
1. Appointment. The Company hereby appoints Consultant, and
Consultant agrees to serve as, consultant to the Company, all upon the
terms, and subject to the conditions of this Agreement.
2. Term. The term of this Agreement shall begin on the date first
set forth above and shall continue until October __, 2004.
3. Duties of Consultant. Consultant shall assist Campuslive
Incorporated, a Company subsidiary, in selling its educational and
electronic yearbook products. Specifically, Consultant will provide
Campuslive with introductions to educational professionals in New York who
may have interest in the products Campuslive offers. To the extent
possible, Consultant shall also assist with negotiations. Consultant shall
render such assistance as the Company may reasonably request of him
pursuant to such duties.
4. Compensation. In consideration of, and in full payment for, the
entering into this Agreement, the Company hereby agrees to pay Consultant
seventy-five thousand (75,000) shares (the "Shares") of the Company's
common stock, $.0001 par value per share. The Company further agrees, that
prior to issuance of the shares, it will file a registration statement on
Form S-8, including the Shares, with the Securities and Exchange
Commission. Consultant shall be responsible for all travel and other
related expenses incurred by Consultant in connection with the performance
of his consulting duties hereunder, unless otherwise consented to in
writing in advance by the Company.
5. Status as Independent Contractor. The parties intend and
acknowledge that Consultant is acting as an independent contractor and not
as an employee of the Company. Consultant shall have full discretion in
determining the amount of time and activity to be devoted to rendering the
services contemplated under this Agreement and the level of compensation to
Consultant is not dependent upon any preordained time commitment or level
of activity. The Company acknowledges that Consultant shall remain free to
accept other consulting engagements of a like nature to the engagement
under this Agreement. Consultant, however, hereby undertakes to notify the
Company in writing of any engagement undertaken by Consultant that, in the
view of Consultant, creates a conflict of interest with the Company's
engagement of Consultant. Nothing in this Agreement shall be construed to
create any partnership, joint venture or similar arrangement between the
Company and Consultant or to render either party responsible for any debts
or liabilities of the other.
6. Confidentiality.
(a) Consultant acknowledges that in connection with the services to
be rendered under this Agreement, Consultant may be provided with
proprietary and confidential product and business information of the
Company. Consultant agrees to keep any information or materials
specifically designated in writing by a responsible officer of the Company
as proprietary or confidential (the "Confidential Information") in the
strictest confidence and not to disclose or disseminate any such
Confidential Information to any person, firm or other business entity
except to those employees, consultants or other independent contractors of
the Company or Consultant as shall be necessary or advisable for the
carrying out of the purposes of this Agreement and who are under a similar
obligation of confidentiality.
(b) The Company acknowledges that Consultant may, in rendering the
services to be rendered hereunder, be utilizing information that is
proprietary to Consultant. The Company acknowledges that any such
information that is specifically designated in writing to the Company to be
proprietary to Consultant will remain the property of Consultant and the
Company will treat such information as confidential information of
Consultant and will not disclose or disseminate any such confidential
information to any person, firm or other business entity except to those
employees, consultants or other independent contractors of the Company or
Consultant as shall be necessary or advisable for the carrying out of the
purposes of this Agreement and who are under a similar obligation of
confidentiality.
7. Indemnification. The Company shall indemnify Consultant for any
loss, damage, expenses, claims or other liabilities (including, without
limitation, attorneys' fees) resulting from a breach or alleged breach of
any of the representations and warranties of the Company, or the failure of
the Company to perform any of its obligations, contained in this Agreement.
8. Amendments, Modifications, Waivers, Etc. No amendment or
modification to this Agreement, or any waiver of any term or provision
hereof, shall be effective unless it shall be in a writing signed by the
party against whom such amendment, modification or waiver shall be sought
to be enforced. No waiver of any term or provision shall be construed as a
waiver of any other term or condition of this Agreement, nor shall it be
effective as to any other instance unless specifically stated in a writing
conforming with the provisions of this Paragraph 8.
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9. Successors and Assigns. This Agreement shall be enforceable
against any successors in interest, if any, to the Company and Consultant.
Neither the Company nor Consultant shall assign any of their respective
rights or obligations hereunder without the written consent of the other in
each instance.
10. Notices. Any notices required or permitted to be given under
this Agreement shall be effective upon receipt at the respective addresses
in the recitals to this Agreement unless the address for notice to either
party shall have been changed by a notice given in accordance with this
Paragraph 10.
11. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the substantive laws of the State of Nevada, without
regard for principals of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have set their respective hands
as of the date first above written.
RESCON TECHNOLOGY CORPORATION
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Xxxx X. Xxxxxxxxx, M.D. Xxxxxxxxx Xxxxxxxxxxx, President
