EXHIBIT 10.23
Services Agreement
This Services Agreement (this "Agreement") is made and entered into as of this
_31st day of July 2000, between Cuidao Holding Corp. ("Cuidao"), whose mailing
address is 0000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx 00000-0000, and Xxxxxxx Xxxxx
Xxxx ("Consultant"), whose mailing address is 0000 Xxxx Xxxx Xxxxx Xxxx Xxxxx,
XX 00000.
Witnesseth:
Whereas, Cuidao desires to engage Consultant as an independent contractor to
perform the hereinafter described sourcing, reviewing, and evaluation of new
products for the Company's portfolio from Belgium and South Africa.
Now, therefore, in consideration of the premises and the mutual covenants and
obligations herein contained, the parties agree as follows:
(a) Fees. In consideration of Consultant performing the Services,
Consultant shall be paid an agreed upon sum job by job, to be deducted
from retainer balance advanced by the Company and approved in writing.
(b) Time for Completion. Consultant shall commence the Services on August
1, 2000 and complete the Services on July 31, 2001, and shall renew
annually.
(c) Expenses. Consultant shall be responsible for any personal expenses
incurred by Consultant in the course of performing the Services.
(d) Indemnification. Consultant shall defend (if required by Cuidao),
indemnify, and hold Cuidao, its parent company, the subsidiary
related, and affiliated companies of each, and the officers,
directors, agents, employees, and assigns of each, harmless from and
against any and all damages, claims, demands, suits, judgments,
losses, or expenses (including, without limitation, attorneys' fees
and fees of other professionals) of any nature whatsoever (whether
based on tort, breac of contract, product liability, patent or
copyright infringement, or otherwise) arising directly or indirectly
from or out of: any act or omission of Consultant, its officers,
directors, agents, or employees; any failure of Consultant to perform
the Services hereunder in accordance with generally accepted industry
standards; any breach of Consultant's representations as set forth in
this Agreement; or any other failure of Consultant t comply with the
obligations on its part to be performed hereunder. The provisions of
this paragraph shall survive the expiration or sooner termination of
this Agreement.
(e) Consultant's Representations/Responsibilities.
1. Consultant shall be solely responsible for all salaries, employee
benefits, social security taxes, federal and state unemployment
insurance, and any and all similar expenses or taxes relating to
Consultant or its employees or agents. Neither Consultant nor its
employees or agents shall be entitled to participate in, or to
receive
any benefits from, Cuidao's employee benefit or welfare plans,
specifically including, but not limited to, coverage under
Cuidao's workers' compensation program. Cuidao shall have no
obligation whatsoever to compensate Consultant or any of its
employees or agents on account of any injuries which Consultant
or any of its employees or agents may sustain as a result of or
in the course of the performance of the Services, and Consultant
hereby waives, on its own behalf and on behalf of any persons
claiming by, through, or under Consultant, any and all rights of
recovery which Consultant may now or hereafter have against
Cuidao on account of any such injuries.
2. Consultant hereby warrants and represents to Cuidao that: (I) it
has the experience, staff, skill, and authority to perform the
Services: (II) it shall comply with all applicable federal,
state, and local laws, rules, regulations, codes, statutes,
ordinances, and orders of any governmental or regulatory
authority; (III) it is adequately financed to meet any financial
obligation it may be required to incur hereunder; (IV) it has
obtained all licenses and permits required to observe and perform
the terms, covenants, conditions, and other provisions on its
part to be observed or performed under this Agreement; (V) any
material or work product provided by Consultant under this
Agreement shall not infringe upon any patent, trademark, or
copyright, or otherwise violate the rights of, any person, firm,
or corporation; (VI) it has obtained all necessary consents,
permissions, or releases, and will timely make all payments to
third partied, that may be required to provide the Services;
(VII) there is no actual or potential conflict of interest
between the Services to be performed by Consultant under this
Agreement and Consultant's family, business, financial, or other
interests, and Consultant shall immediately notify Cuidao of any
actual or potential conflict of interest of which Consultant
becomes aware during the term of this Agreement; and, (VIII) it
will not engage any employee of Cuidao or any parent, subsidiary,
related or affiliated company of Cuidao to perform any part of
the Services.
3. All personal property used in the performance of the Services by
Consultant shall remain Consultant's property, and shall be
placed in or around the Project at Consultant's sole risk. Cuidao
shall not be responsible for any loss (including theft) of or
damage to any of Consultant's personal property.
(a) Suspension Or Termination. Anything herein to the contrary
notwithstanding, Cuidao may, in its sole discretion, with or without
cause and without liability, suspend or terminate this Agreement
effective upon seven (7) days prior written notice to Consultant.
(b) Assignment. This Agreement is for the personal services of Consultant
and may not be subcontracted or assigned by Consultant without
Cuidao's written Consent, which Cuidao may withhold in its sole
discretion. Cuidao retains the right to assign all or any portion of
this Agreement at any time.
(c) Promotion. Consultant shall acquire no right under this Agreement to
use, and shall not use, the name "Cuidao" (either alone or in
conjunction with or as a part of any other word, xxxx or name) or any
marks, fanciful characters or designs of Cuidao Holding Corporation or
any of its related, affiliated, or subsidiary companies in any of
Consultant's advertising, publicity, or promotion; to express or imply
any endorsement
by Cuidao of Consultant's services; or in any other manner whatsoever
(whether or not similar to the uses hereinabove specifically
prohibited) without first having obtained the written permission of
Cuidao, which permission Cuidao may withhold in its sole discretion.
The provisions of this paragraph shall survive the expiration or
sooner termination of this Agreement.
(d) Governing Law. This Agreement shall be construe and regulated under
and by the laws of the State of Florida without regard to conflicts of
laws principles. Venue for any legal action arising out of this
Agreement shall be in Broward County, Florida and jurisdiction shall
be vested exclusively in the Circuit Court of the Ninth Judicial
Circuit in and for Broward County, Florida, (or if the Circuit Court
shall not have jurisdiction over the subject matter thereof, then to
such other xxxx sitting in said county and having subject matter
jurisdiction). The parties hereby consent to the jurisdiction of such
court and to the service of process outside the State of Florida
pursuant to the requirements of such court in any matter so to be
submitted to it and expressly waive all rights to trial by jury
regarding any such matter.
(e) Relationship of Parties. It is understood and agreed that Consultant
is acting as an independent contractor and not as Cuidao's employee in
the performance of the Services, although Cuidao shall have the right
to make recommendations concerning the procedures employed by
Consultant in performing the Services. Nothing herein contained shall
be deemed to create an agency relationship between Cuidao and
Consultant.
(f) Miscellaneous Provisions. The terms and provisions of this Agreement
constitute the entire agreement between the parties hereto with
respect to the subject matter of this Agreement and supersede all
previous communications, representations, or agreements, either oral
or written, between the parties relating to such subject matter. No
change, alteration, or modification of this Agreement shall be
effective unless made in writing and signed by both parties hereto. If
any provision of this Agreement is deemed to be invalid, it shall be
considered deleted herefrom and shall not invalidate the remaining
provisions.
(g) No Offer. This instrument does not constitute a offer by Cuidao and
may be withdrawn at any time. When executed by Consultant and
delivered to Cuidao, it shall constitute an offer by Consultant to
Cuidao irrevocable for a period of ten (10) days after receipt by
Cuidao and, upon execution by Cuidao, shall constitute a binding
agreement between the parties.
In Witness Whereof, the parties have caused this Agreement to be duly executed
as of the day and year first above written.
Cuidao Holding Corporation Consultant
Xxxxxxx Xxxxx Xxxx
By:______________________ By:___________________
Xxxxxx X. Xxxxxx
Managing Director Title:__________________
