EXHIBIT 10.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT made as of January 24, 2006, by and between
Xxxxxx Xxxxxx, an individual whose address is 0000 Xxxxxxxx Xxxxxx, #000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as "Consultant") and
SecureCARE Technologies, Inc., a Nevada corporation with offices at 0000 Xxx
Xxxxx Xxxx - Xxxxx 000, Xxxxxx, XX 00000 (hereinafter referred to as the
"Company").
WHEREAS, the Company desires to obtain the benefit of the services of
Consultant to provide the services hereinafter set forth during a one year
period commencing January 24, 2006 and ending January 23, 2007 at the rate of
compensation set forth herein; and
WHEREAS, the Consultant desires to render such services to the Company;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained and the acts herein described, it is agreed between the parties
as follows:
1. The Company hereby engages and retains Consultant and
Consultant hereby agrees to render services and advice to the Company for a one
(1) year period commencing January 24, 2006 and ending January 23, 2007.
2. The services to be rendered by Consultant shall consist of
giving advice and opinions to the Company concerning but not limited to,
assistance in locating qualified executive personnel to serve as the Company's
key employees and a review of the implementation of the Company's public
relations and marketing efforts. Consultant shall have the sole discretion as to
the form, manner, and place in which said advice shall be given and the amount
of time to be devoted to serve under this Agreement. The Company will rely on
the consultant to work as many hours as may be reasonably necessary to fulfill
Consultant's obligations under this Agreement. Except as provided hereinafter,
an oral opinion by the Consultant to the Company shall be considered sufficient
compliance with the requirements of this paragraph. Consultant shall devote to
the Company only such time as it may deem necessary, and when reasonably
requested by the Company, and shall not by this agreement be prevented or barred
from rendering services of the same or similar nature, as herein described, or
services of any nature whatsoever for or on behalf of persons, firms, or
corporations other than the Company. The Company recognizes the Consultant
provides services to other clients. The Company acknowledges that it has already
receive substantial advice and services from the Consultant and its beneficial
owners.
3. The Company shall compensate the Consultant by the issuance of
300,000 shares of its common stock, to be registered under a Registration
Statement on Form S-8 or any other available form as soon as is practicable
after the execution and delivery of this Agreement. The Consultant shall pay all
"out-of-pocket" expenses in connection with the services rendered and shall not
be entitled to reimbursement from the Company unless authorized in writing in
advance.
4. The Company will not provide support services, including
office space and secretarial services, for the benefit of the Consultant.
5. The Consultant and the Company recognize that the Consultant's
Services will include working on various projects for the company. The
Consultant shall obtain the approval of the Company prior to the commencement of
a new project.
6. It is understood by the parties that the Consultant is an
independent contractor with respect to the Company, and not an employee. The
Company will not provide fringe benefits, including health insurance benefits,
paid vacation, or any other employee benefit, for the benefit of the Consultant.
7. The Company recognizes that the Consultant has or may have
access to the Company's proprietary information ("Information") which are
valuable, special and unique assets of the Company and need to be protected from
improper disclosure. In consideration for the disclosure of the information, the
Consultant agrees that the Consultant will not at any time or in any manner,
either directly or indirectly, use any Information for the Consultant's own
benefit, or divulge, disclose, or communicate in any manner any Information to
any third party without the prior written consent of the Company. The Consultant
will protect the Information and treat it as strictly confidential. A violation
of this paragraph shall be a material violation of this Agreement.
8. The confidentiality provisions of this Agreement shall remain
in full force and effect after the termination of this Agreement.
9. Upon termination of this Agreement, The consultant shall
deliver all records, notes, data, memoranda, models, and equipment of any nature
that are in Consultant's possession or under Consultant's control and that are
the Company's property or relate to the Company's business.
10. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as follows:
IF for the Company:
SecureCare Technologies, Inc.
0000 Xxx Xxxxx Xxxx - Xxxxx 000
Xxxxxx, XX 00000
Attn. Xxxx Xxxxxx, CFO
IF for the Consultant:
Xx. Xxxxxx Xxxxxx
0000 Xxxxxxxx Xxxxxx, #000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
11. This instrument contains the entire agreement of the parties.
There are no representations or warranties other than as contained herein, and
there shall not be any liability to Consultant for any service rendered to the
Company pursuant to this agreement. No waiver or modification hereof shall be
valid unless executed in writing with the same formalities as this Agreement.
Waiver of the breach of any term or condition of this Agreement shall not be
deemed a waiver of any other subsequent breach, whether of like or of a
different nature.
12. This agreement shall be construed according to the laws of
State of Texas as they are applied to agreements executed and to be performed
entirely within such State and shall be binding upon the hereto, their
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed
and their respective seals to be hereunto affixed the day and year first above
written.
/s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
SecureCARE Technologies, Inc.
By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx, CFO
