CONSULTING CONTRACT
This consulting agreement ("Agreement") is made and entered into by
and between
Sher-Xxxxx X. Xxxx, MSN, and Anonymous Data Corporation
("Independent Contractor") ("Company"),
WHEREAS, Company desires to employ Independent Contractor as its
CONSULTANT, and
WHEREAS, Independent Contractor is willing to accept such employment by
Company on the terms and subject to the conditions set forth in this
Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Duties. During the term of this Agreement, Independent Contractor
agrees to be employed by and to serve Company as its CONSULTANT, and
Company agrees to employ and retain Independent Contractor in such
capacities. Independent Contractor shall devote a portion of his or her
business time, energy, and skill to the affairs of the Company as
Independent Contractor, and shall report to the Company as appropriate and
Independent Contractor shall at all times during the term of this Agreement
have powers and duties at least commensurate with his position as
CONSULTANT to the Company.
2. Term of Agreement. The Initial Term of this agreement agreement shall
be from 29 August 1997 to 29 August 1998.
3. Extension of Term. At any time prior to the expiration of the Initial
Term, Company and Independent Contractor may, by mutual written agreement,
extend Independent Contractor's agreement for such additional periods as
they may agree.
4. Scope of Work. Subject to the terms and conditions hereinafter
provided, Anonymous Data Corporation engages the CONSULTANT for the
furnishing of services specifically as advisor in the areas of focus group
research and market research and for such other tasks as may be mutually
agreed upon in writing between the CONSULTANT and Anonymous Data
Corporation.
5. Compensation. As payment for the services to be rendered by
Independent Contractor, Company agrees to pay to Independent Contractor
compensation at the hourly rate of $50 per hour plus authorized and
reasonable expenses in regards to duties assigned by Company to Independent
Contractor.
6. Payment Obligations. Company's obligation to pay Independent
Contractor the compensation and to make the arrangements provided herein
shall be unconditional, and Independent Contractor shall have no
obligation whatsoever to mitigate damages hereunder. If litigation shall
be brought to enforce or interpret any provision contained herein, Company,
to the extent permitted by applicable law and the Company' Articles of
Incorporation and Bylaws, hereby indemnifies Independent Contractor for
Independent Contractor's reasonable attorneys' fees and disbursements
incurred in such litigation.
7. Confidentiality. Independent Contractor agrees that all
confidential and proprietary information relating to the business of
Company shall be kept and treated as confidential both during and after the
term of this Agreement, except as may be permitted in writing by Company's
Board of Directors or as such information is within the public domain or
comes within the public domain without any breach of this Agreement.
8. Withholdings. All compensation and benefits to Independent Contractor
hereunder shall not be reduced by federal, state, local and other
withholdings and similar taxes and payments required by applicable law and
shall be the responsibility of Independent Contractor (see section 17).
9. Indemnification. In addition to any rights to indemnification to
which Independent Contractor is entitled to under the Company's Articles of
Incorporation and Bylaws, Company shall indemnify Independent Contractor
at all times during and after the term of this Agreement to the maximum
extent permitted under applicable Nevada state law, and shall pay
Independent Contractor's expenses in defending any civil or criminal
action, suit, or proceeding in advance of the final disposition of such
action, suit or proceeding, to the maximum extent permitted under such
applicable state laws.
10. Notice of Termination. Either the Independent Contractor or the
Company may effect a termination of this Agreement pursuant to thirty (30)
days' written notice to the other party of such termination.
11. Minimum Compensation. There is no guarantee of any minimum amount to
be paid under this contract.
12. Expenditure Limitation. For services, travel and living expenses,
the total authorized expenditure limitation hereunder is not to exceed
$1,000 per calendar year unless prior authorization is obtained in writing
from Company.
13. Applicable Law. Any controversy or claim arising out of or relating
to this Contract shall be governed by the laws of the State of Nevada. Any
litigation under this Contract, if commenced by CONSULTANT, shall be
brought in a Court of competent jurisdiction in the State of Nevada. All
matters pertaining to this Agreement (including its interpretation,
application, validity, performance and breach), shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada.
The parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Xxxxx County, State of Nevada. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties agree
to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said court or
any court of competent jurisdiction if filed more than one year subsequent
to the date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.
14. Assignment. This Contract is for consultation services and shall
not be transferred or assigned by the CONSULTANT without prior written
consent of Company.
15. Confidential Matters. The CONSULTANT shall keep in strictest
confidence all information relating to this Contract which may be acquired
in connection with or as a result of this Contract.
16. Reports. The CONSULTANT, when directed, shall provide written reports
with the respect to the services rendered hereunder.
17. Independent Contractor. Both the Company and the CONSULTANT agree
that the CONSULTANT will act as an independent contractor in the
performance of its duties under this Agreement. Accordingly, the
CONSULTANT shall be responsible for payment of all taxes, including
Federal, State and local taxes arising out of the CONSULTANT's activities
in accordance with this Agreement, including by way of illustration,
without limitation, Federal and State income tax, Social Security tax
Unemployment Insurance taxes and any other taxes or business license fees
as may be required.
18. Signatures. Both the Company and the CONSULTANT agree to the above
Agreement. Signed this 11th day of September, 1997.
CONSULTANT
/s/Xxxx-Xxxx
__________________________
Independent Contractor
Sher-Xxxxx X. Xxxx, MSN, RN, C
WITNESSED
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Anonymous Data Corporation
/s/ Xxxxx X. Xxxxxxx
__________________________
Xxxxx X. Xxxxxxx-President
WITNESSED
Xxxxx X. Xxxxxxxxx
Xxxxx Xxxxxxx
