Exhibit 10.8
CONSULTING AGREEMENT
Agreement made this 13th day of December, 2002, between
CareDecision Corporation, (hereinafter referred to as
"Corporation"), and Xxxxxxx Xxxxxx, (hereinafter referred to as
"Consultant"):
In consideration of the mutual promises contained in this
Agreement, the contracting parties agree as follows:
Recitals:
A. It is the desire of the Corporation to engage the services of
the Consultant to provide the Corporation with human resources
services.
B. The Consultant is involved in the strategic planning and
corporate development industry and, from time to time, does
assist businesses in identifying and acquiring certain key
personnel.
C. The parties desire that the Corporation retain the
Consultant to consult with the Corporation and assist the
Corporation in identifying, locating and, possibly, acquiring the
services of key employees for the Corporation, on the terms and
subject to the conditions specified in this Agreement.
D. Prior to this Agreement, the Corporation and Consultant have
agreed that a compensatory, mutually binding agreement, is in the
best interest of the Corporation.
AGREEMENT
Term
1. The respective duties and obligations of the contracting
parties shall be for a period of ninety (90) days commencing on
the date of December 13, 2002. This agreement will have an
automatic three (3) month renewal provision to be enacted upon
expiration of initial and subsequent agreement term(s). This
Agreement may be terminated by either party only in accordance
with the terms and conditions set forth in Paragraph 7, below.
Services Provided by Consultant
2. Services
(a) The Consultant will devote such amount of time and
effort necessary to accomplish the services required. However,
there is no requirement that Consultant devote a certain amount
of time or effort hereunder. During the term of this Agreement,
Consultant will provide certain strategic human resources
services to the Corporation.
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(b) Consultant will aid and assist the Corporation to
provide human resources services, and other Consultative services
(collectively, Consultative Services).
(c) Corporation and Consultant will mutually agree upon any
additional duties that Consultant may provide for Corporation
outside of this Agreement.
Compensation
3. In consideration for the services provided by Consultant to
Corporation, the Corporation shall pay or cause to be delivered
to the Consultant, on the execution of this Agreement, One
Million (1,000,000) shares of the Corporation's common stock,
restricted.
Compliance
4. If a registration is contemplated post the issuance of said
compensation, the shares shall have "piggy back" registration
rights and will, at the expense of the Corporation, be included
in said registration.
Representations of Corporation
5. Representations of Corporation
(a) The Corporation, upon entering this Agreement, hereby
warrants and guarantees to the Consultant that all statements,
either written or oral, made by the Corporation to the Consultant
are true and accurate, and contain no misstatements of a material
fact. The corporation acknowledges that the information it
delivers to the Consultant will be used by the Consultant in
preparing materials regarding the Corporation's business,
including but not necessarily limited to, its financial
condition, for dissemination to the public. Therefore, in
accordance with Paragraph 6, below, the Corporation shall hold
harmless the Consultant from any and all errors, omissions,
misstatements, negligent or intentional misrepresentations,
contained in any information furnished by Corporation to
Consultant, in accordance with and pursuant to the terms and
conditions of this Agreement for whatever purpose or purposes the
Consultant sees fit to use said information. The Corporation
further represents and warrants that as to all matters set forth
within this Agreement, the Corporation has had independent legal
counsel and will continue to maintain independent legal counsel
to advise the Corporation of all matters concerning, but not
necessarily limited to, corporate law, corporate relations,
investor relations, all manners concerning and in connection with
the Corporation's activities regarding the Securities Act of 1933
and 1934, and state Blue Sky or Securities laws.
Consultant has no responsibility to obtain or render legal
advice in connection with the Corporation's sale of securities.
All legal, regulatory or licensing matters as relates to the
corporate sale of securities are the responsibility of the
Corporation and its counsel.
(b) Corporation shall provide, at its' expense, suitable
"Due Diligence" packages to Consultant as needed.
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Limited Liability
6. With regard to the services to be performed by the
Consultant pursuant to the terms of this Agreement, the
Consultant shall not be liable to the Corporation, or to anyone
who may claim any right due to any relationship with the
Corporation, or any acts or omissions in the performance of
services on the part of the Consultant, or on the part of the
agents or employees of the Consultant, except when said acts or
omissions of the Consultant are due to its willful misconduct or
culpable negligence.
Termination
7. This Agreement may be terminated by either party upon the
giving of not less than thirty (30) days written notice,
delivered to the parties at such address or addresses as set
forth in Paragraph 8, below. In the event this Agreement is
terminated by the Corporation, all compensation paid by
Corporation to the consultant shall be deemed earned, and no part
of the compensation will be refunded or prorated.
Notices
8. Notices to be sent pursuant to the terms and conditions of
this Agreement, shall be sent as follows:
As to Consultant:
Xxxxxxx Xxxxxx
0000 Xxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
(000) 000-0000 office
(000) 000-0000 Fax
As to Corporation:
CareDecision Corporation
0 Xxxx Xxxxx, 00xx Xxxxx, Xxxxx 0000-00
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 office
(000) 000-0000 Fax
Trade Secrets - Confidentiality
9. Corporation and Consultant mutually acknowledge and agree
that any confidential information is proprietary to and a
valuable trade secret of Consultant or Corporation as applicable
and that any disclosure or unauthorized use thereof will cause
irreparable harm and loss to consultant. The parties hereto
agree that all such information conveyed to Corporation regarding
the operations and services of Consultant or to Consultant
regarding the operations, services and products of the
Corporation constitutes a trade secret and shall be afforded the
protections provided the Uniform Trade Secrets Act or any other
applicable laws.
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The Corporation and the consultant agree at all times during
the term this Agreement and after the termination of this
Agreement to hold in strictest confidence, and not to use, except
for the benefit of the other party, or to disclose, transfer or
reveal, directly or indirectly to any person or entity any
Confidential information without the prior written authorization
of the other party for a period of two (2) years. For purposes of
this Agreement, Confidential Information shall mean any and all
information that is not generally known and that is proprietary
to both parties or any of their clients, consultants or
licensors. Confidential Information includes, without limitation,
names of investors, buyers, sellers, borrowers, lenders
introduced by the Consultant of its associates' business plans,
client lists consultants, financial information, and trade
secrets about the Consultant and its products and information or
other proprietary information relating to designs, formulas,
developmental or experimental work, know how, products processes,
computer programs, source codes, databases, designs, schematics,
or other original works of authorship.
Attorneys' Fees - Arbitration
10. In the event any litigation or controversy, including
arbitration, arises out of or in connection with this Agreement
between the parties hereto, the prevailing party in such
litigation, arbitration or controversy, shall be entitled to
recover from the other party or parties, all reasonable
attorneys' fees, expenses and suit costs, including those
associated within the appellate or post judgment collection
proceedings.
Any dispute or disagreement arising out of this Agreement
shall be fully and finally resolved through binding arbitration,
before a single arbitrator in Philadelphia, Pennsylvania in
accordance with the rules of the American Arbitration Association
governing commercial disputes. In the event that the parties
cannot agree upon a single arbitrator, the arbitrator shall be a
retired judge of the Philadelphia District Court upon ex parte
application by any party on 72 hours notice to the other
party(ies). The costs of the Arbitration including without
limitation, the fees of the arbitrator (but excluding each
party's attorney's fees) shall be initially shared equally by the
parties but may be awarded by the arbitrator as additional
damages in favor of the prevailing party. The Arbitrator shall
apply Pennsylvania law in reaching his decision. The decision of
the arbitrator shall be binding and nonappealable.
Governing Law
11. This Agreement shall be construed under and in accordance
with the laws of the State of Nevada. In any controversy arising
out of this Agreement, venue for said proceeding shall be in
Xxxxx County, Nevada.
Parties Bound
12. This Agreement shall be binding on and inure to the benefit
of the contracting parties and their respective heirs, executors,
administrations, legal representatives, successors, and assigns
when permitted by this Agreement.
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Miscellaneous
13. Other miscellaneous provisions:
(a) Subsequent Events. Consultant and the Corporation each
agree to notify the other party if, subsequent to the date of
this Agreement, either party incurs obligations which could
compromise its efforts and obligations under this Agreement.
(b) Amendment. This Agreement may be amended or modified
at any time and in any manner only by an instrument in writing
executed by the parties hereto.
(c) Further Actions and Assurances. At any time and from
time to time, each party agrees, at its or their expense, to take
actions and to execute and deliver documents as may be reasonably
necessary to effectuate the purposes of this Agreement.
(d) Waiver. Any failure of any party to this Agreement to
comply with any of its obligations, agreements, or conditions
hereunder may be waived in writing by the party to whom such
compliance is owed. The failure of any party to this Agreement
to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such provision
or a waiver of the right of such party thereafter to enforce each
and every such provision. No waiver of any breach of or non-
compliance with this Agreement shall be held to be a waiver of
any other or subsequent breach or non-compliance.
(e) Assignment. Neither this Agreement nor any right
created by it shall be assignable by either party without the
prior written consent of the other.
(f) Binding Effect. This Agreement shall be binding upon
the parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(g) Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any and all
prior agreements, arrangements, or understandings between the
parties relating to the subject matter of this Agreement. No
oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or
implied, other than as set forth herein, have been made by any
party.
(h) Severability. If any part of this Agreement is deemed
to be unenforceable the balance of the Agreement shall remain in
full force and effect.
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(i) Counterparts. A facsimile, telecopy, or other
reproduction of this Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument, by one or more parties hereto and such executed
copy may be delivered by facsimile of similar instantaneous
electronic transmission device pursuant to which the signature of
or on behalf of such party can be seen. In this event, such
execution and delivery shall be considered valid, binding and
effective for all purposes. At the request of any party hereto,
all parties agree to execute an original of this Agreement as
well as any facsimile, telecopy or other reproduction hereof.
(j) Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
IN WITNESS WHEREOF, to the terms and conditions described herein,
the parties have set their hands and seal as of the date written
above.
CareDecision Corporation Consultant
Xxxxxx Xxx, President Xxxxxxx Xxxxxx
By: /s/ Xxxxxx Xxx By: /s/ Xxxxxxx Xxxxxx
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Date: December 13, 2002 Date: December 13, 2002
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