Exhibit 10.7
CONSULTING AGREEMENT
Consulting Agreement dated as of December 20, 2002 by and between
CareDecision Corporation., a Nevada corporation, (the "Company"),
and Wizard Enterprises ("Consultant").
WITNESSETH:
WHEREAS, Consultant has been an officer and director of the
Company, but has resigned there from;
WHEREAS, Company desires to retain Consultant to consult and
advise the Company from time to time, and Consultant is willing
to provide such services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
1. Consulting Arrangement. The Company hereby engages
Consultant as an independent contractor and not as an employee,
to render consulting services to the Company as hereinafter
provided and Consultant hereby accepts such engagement for a
period commencing on the 20th of December 2002 and continuing
until this Agreement terminates pursuant to written notification
by either the Company or Xxxxxxxx, which notification may occur
at any time for any reason. Consultant agrees that Consultant
will not have any authority to bind or act on behalf of the
Company. Consultant shall at all times be an independent
contractor hereunder, rather than an agent, coventurer, employee
or representative of the Company. The Company hereby
acknowledges and agrees that Consultant may engage directly or
indirectly in other businesses and ventures and shall not be
required to perform any services under this Agreement when, or
for such periods in which, the rendering of such services shall
unduly interfere with such other businesses and ventures,
providing that such undertakings do not completely preempt
Consultant's availability during the term of this Agreement.
Neither Consultant nor her employees will be considered by reason
of the provisions of this Agreement or otherwise as being an
employee of the Company or as being entitled to participate in
any health insurance, medical, pension, bonus or similar employee
benefit plans sponsored by the Company for its employees.
Consultant shall report all earnings under this Agreement in the
manner appropriate to its status as an independent contractor and
shall file all necessary reports and pay all taxes with respect
to such payments.
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During the term of this Agreement, Consultant shall render
such consulting services as the Company from time to time
reasonably requests, which services shall include but not be
limited to those rendered by Consultant to Company prior to the
date hereof; provided that:
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall be required to devote the time necessary to
perform such services as forming strategic relationships on the
company's behalf and enhancing the business development of the
Company, and shall not be required to perform any services
hereunder while Consultant is on vacation or suffering from an
illness.
2. Compensation.
(a) For the services provided under this Agreement, the Company
shall issue the Consultant One Million Eight Hundred and Eighty
Eight Thousand, Eight Hundred and Fifty-Five (1,888,855)
restricted shares of common stock of the Company. The Consulting
shares shall be issued January 31, 2003.
(b) The Company will reimburse Consultant for all reasonable out-
of-pocket expenses incurred by her in the course of performing
her duties at the request of the Company under this Agreement,
upon completion of an expense report satisfactory to the Company.
3. Confidential Information. Consultant acknowledges that
the information, observations and data obtained by her while
engaged by the Company (including those obtained by her or her
relatives and associates while she was a stockholder of Company
prior to the date of this Agreement) concerning Company that are
not generally available to the public other than as a result of a
breach of this Agreement by Consultant ("Confidential
Information") are the property of the Company. Consultant agrees
that neither she nor her employees, agents, affiliates or
relatives will disclose to any unauthorized person or use for her
or their own account any Confidential Information without the
prior written consent of the Company, unless and to the extent
that such matters become generally known to and available for use
by the public other than as a result of Consultant's acts or
omissions to act. Notwithstanding the foregoing, if required
pursuant to judicial or administrative subpoena or process or
other legal obligation to disclose any Confidential Information,
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Consultant may make such disclosure only to the extent required,
in the opinion of counsel for Consultant, to comply with such
subpoena, process or other obligation. Consultant shall, as
promptly as possible and in any event prior to the making of such
disclosure, notify the Company of any such subpoena, process or
obligation and shall cooperate with the Company in seeking a
protective order or other means of protecting the confidentiality
of the Confidential Information.
4. Specific Performance. The parties hereto agree that
money damages would be an inadequate remedy for any breach of any
of the provisions of Section 3 of this Agreement. If Consultant,
or her employees, agents or relatives breach or threaten to
breach any provision of such section, the Company or its
successors or assigns may, in addition to together available
rights and remedies, apply to any court for injunctive relief to
enforce, or prevent any violation of, any of the provisions of
such sections (without posting a bond or other security).
5. Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction but this Agreement
will be reformed, construed and enforced in such jurisdiction as
if such invalid, illegal or unenforceable provision had never
been contained herein.
6. Survival. Section 3 shall survive and continue in full
force and effect in accordance with its terms notwithstanding any
termination of this Agreement.
7. Entire Agreement. This Agreement and those documents
expressly referred to herein embody the complete agreement and
understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among
the parties, written or oral, which may have related to the
subject matter hereof in any way.
8. Amendments and Waivers. Any provision of this Agreement
may be amended or waived only with the prior written consent of
the Company and Consultant.
9. Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of
Nevada, without giving effect to any choice of law provision or
rule (whether of the State of Nevada or any other jurisdiction)
that would cause the application of the laws of any jurisdiction
other than the State of Nevada.
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10. Assignment. Consultant may not assign this Agreement.
The Company may not assign this Agreement without the prior
written consent of Consultant except in connection with a
transfer of all or substantially all of the assets of the Company
in which case, the provisions of this Agreement shall be binding
upon and inure to the benefit of the corporation or entity to
which such assets shall be transferred.
11. Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same
instrument.
12. Headings. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement or of any term
hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date set forth above.
CareDecision Corporation Wizard Enterprises
By: /s/ Xxxxxx Xxx By: /s/ Xxxx Xxxxxx
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Xxxxxx Xxx, President Wizard Enterprises
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