CONSULTING SERVICES AGREEMENT
EXHIBIT
10.34
THIS
CONSULTING SERVICES AGREEMENT (the "Agreement") is made and entered into by
and
between MEDSTRONG INTERNATIONAL CORPORATION, a Delaware USA corporation (the
"Company"), and RALEIGH MARKETING COMMUNICATIONS, INC., a company incorporated
in the Province of Ontario, Canada (“Consultant"), effective this 2nd
day of
February 2007.
(a) In
consideration of Consultant's provision of the Services, the Company shall
pay
Consultant consulting fees in an amount equal to $10,500 per month.
(b)
The
Company shall reimburse Consultant for pre-approved expenses actually incurred
by Consultant in performing the Services, including but not limited to travel
and accommodation expenses, so long as such expenses are reasonable and
necessary as determined by the Company. Consultant shall maintain adequate
books
and records relating to any expenses to be reimbursed and shall submit requests
for reimbursement in a timely manner and form acceptable to the Company. The
Company shall not be responsible for reimbursement of expenses for which
Consultant fails to provide documentation deemed adequate by the
Company.
(c)
Consultant
will provide the Company a monthly statement indicating all fees and expenses
for the prior month. The Company will pay Consultant the amounts indicated
in
the statement in a manner mutually agreed upon by the Company and
Consultant.
(a)
During
the term of this Agreement, Consultant will not accept work, enter into a
contract, or accept an obligation from any third party, inconsistent or
incompatible with Consultant's obligations, or the scope of Services rendered
for Company under this Agreement. Consultant warrants that there is no other
contract or duty on its part inconsistent with this Agreement. Consultant agrees
to indemnify the Company from any and all loss or liability incurred by reason
of the alleged breach by Consultant of any services agreement with any third
party.
(b)
While
providing Services to the Company and for the period of one (1) year thereafter,
unless otherwise agreed to in writing by the Company, Consultant and its
employees, officers and directors, shall not, directly or indirectly, engage
in
any business directly competitive with the Company in regards to the scope
of
the Company’s announced business and planned business made known to Consultant.
Directly or indirectly engaging in any competitive business includes, but is
not
limited to, (i) engaging in a business as owner (except as a minority
shareholder in a publicly traded business), partner, or agent, (ii) becoming
an
employee of any third party that is engaged in such business, (iii) becoming
interested directly or indirectly in any such business; or (iv) facilitating
any
other party to do any of the foregoing.
Consultant
acknowledges the confidential and secret character of the Information and agrees
that the Information is the sole, exclusive and extremely valuable property
of
the Company. Accordingly, Consultant agrees not to reproduce any of the
Information without the applicable prior written consent of the Company, not
to
use the Information except in the performance of this Agreement, and not to
disclose all or any part of the Information in any form to any third party,
either during or after the term of this Agreement. Upon termination of this
Agreement for any reason, including expiration of term, Consultant agrees to
cease using and to return to the Company all whole and partial copies and
derivatives of the Information, whether in Consultant's possession or under
Consultant's direct or indirect control.
(b)
OTHER
CONSULTANT INFORMATION. Consultant agrees that during its engagement
with the Company, Consultant will not improperly use or disclose any proprietary
information or trade secrets of its former or concurrent customers, if any,
and
that he or she will not bring onto the premises of the Company any unpublished
documents or any property belonging to Consultant’s (including its employees,
officers and directors) former or concurrent clients unless consented to in
writing by said employers or companies.
5.
INVENTIONS.
(a)
DISCLOSURE
OF INVENTIONS. Consultant shall promptly and fully disclose
to the Company any and all ideas, improvements, inventions, know-how, techniques
and works of authorship learned, conceive or developed by Consultant pursuant
to
this Agreement (the "Service Product"). Consultant agrees to keep and maintain
adequate and current records (in the form of notes, sketches, drawings and
in
any other form that may be required by the Company) of all work performed
relating to the Services, including all proprietary information developed
relating thereto, and such records shall be available to and remain the sole
property of the Company at all times.
(b)
INVENTIONS
ASSIGNED TO THE COMPANY. Consultant agrees that any
and
all Service Product shall be the sole and exclusive property of the Company.
Consultant hereby assigns to the Company all of Consultant's right, title and
interest in and to any and all Service Product. Consultant explicitly
acknowledges and agrees that all works of authorship contained in the Service
Product are "works for hire" under the copyright laws of the United States,
and
that the Company shall own the copyright in all such works of
authorship.
Consultant
further agrees that the Company is and shall be vested with all rights, title
and interests, including patent, copyright, trade secret and trademark rights,
in all of Consultant's Service Product under this Agreement. Consultant agrees
during and after the term of this Agreement to provide such reasonable
cooperation requested by the Company to document and secure the foregoing rights
of ownership, including cooperation in the filing of patent applications and
assignments of ownerships with appropriate governmental agencies.
6. TERM
OF
AGREEMENT. This Agreement shall commence as of the date set forth
above, and thereafter may be terminated by either party upon thirty (30) days
notice. In the event of termination, Consultant shall cease work immediately
after giving or receiving such notice or termination, unless otherwise advised
by the Company to continue work during the notice period. Consultant shall
return to the Company all Information, Service Product, and other materials
belonging to the Company, and shall notify the Company of costs incurred up
to
the termination date. Sections 3(b), 4, 5 6, 11 and 13 of this Agreement shall
survive any termination of this Agreement.
7.
TERMINATION
BY THE COMPANY. Notwithstanding Section 6 above, the Company
may terminate this Agreement with or without cause, at any time upon thirty
(30)
days prior written notice to Consultant. The
Company also may terminate this Agreement or the Services immediately in the
event of a material breach by Consultant of this Agreement.
11. GOVERNING
LAW; SEVERABILITY. This Agreement shall be governed by and construed according
to the laws of the State of Florida. If any provision of this Agreement is
found
by a court of competent jurisdiction to be unenforceable, that provision shall
be severed and the remainder of this Agreement shall continue in full force
and
effect.
MEDSTRONG INTERNATIONAL RALEIGH MARKETING | CORPORATION COMMUNICATIONS, INC. | ||
By: /s/ Xxxxxxx Xxxxxxx | By: /s/ Xxx Xxxxxxx | ||
Print Name:
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Print Name:
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Title:
President
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Title: | ||
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EXHIBIT
A
SERVICES
Nature
of
Services:
·
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Conducting
a competitive market analysis of existing social networking
sites;
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·
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Developing
recommendations to management of products and services to be offered
on
the site;
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·
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Defining
business requirements and product requirements;
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·
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Defining
a project plan including product phases and time lines to meet launch
objectives;
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·
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Advising
management on business strategy and positioning of product;
and
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·
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Advising
management on capital requirements such as human resources, financial
and
infrastructure, to complete the launch of the site in a timely manner.
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