EXHIBIT 10.11
CONSULTING AGREEMENT
This Agreement is made effective as of March 29, 2005, by and between Aventura
Makeover Corporation of 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx
00000 and ____________________, DO of ___________________________________,
________, FL ______ In this Agreement, the party who is contracting to receive
services shall be referred to as "AMC", and the party who will be providing the
services shall be referred to as "Doctor".
Doctor has experience in Cosmetic Surgery and in the administration of non
invasive aesthetic treatments and is willing to provide services to AMC based on
this background. AMC desires to have services provided by Doctor. The parties
agree as follows:
1. DESCRIPTION OF SERVICES. Beginning immediately at the request of AMC, Doctor
agrees to provide the following services (collectively, the Services"):
a) Administer or oversee medically compliant injections to clients of AMC at a
location to be determined by AMC and agreed upon by Doctor. Injections will
be for the purpose of aesthetic, appearance improvement and will consist of
injections commonly used for these purposes and approved by Doctor.
b) As scheduled in advance, consult with clients of AMC for purposes of
determining optimal treatment programs for the client. These treatments may
include non invasive procedures.
c) AMC will provide the materials used for injections administered or
supervised by Doctor under this agreement.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed
and the specific hours to be worked by Doctor shall be mutually determined and
agreed to between the parties. It is agreed that Doctor will be available to AMC
on Friday of each week, and will be provided not less than 5 days notice of the
schedule to provide services to AMC clients. AMC will rely on Doctor to work the
hours reasonably necessary to fulfill Doctor's obligations under this Agreement,
but in no event will these hours exceed 8 hours of work per scheduled day.
3. COMPENSATION.
a. AMC will make payment to Doctor based on the following:
i. For each day worked, Doctor will be paid $1,200.
iii. Any payments made under this agreement will be made on a 1099
basis and Doctor acknowledges he will not work in the capacity of
an employee of AMC for any purpose.
iv. Payment for days worked will be paid on the 15th and 30th of each
month in which the days are worked.
b. Accounting. AMC shall maintain records in sufficient detail for
purposes of determining the amount of the compensation owed Doctor.
AMC shall provide to Doctor a written accounting that sets forth the
manner in which the compensation payment was calculated.
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c. Right to Inspect. Doctor or Doctor's agent, shall have the right to
inspect AMC's records for the limited purpose of verifying the
calculation of the compensation payments, subject to such restrictions
as AMC may reasonably impose to protect the confidentiality of the
records. Such inspections shall be made during reasonable business
hours as may be set by AMC.
4. TERM/TERMINATION. This Agreement shall be effective for a period of three (3)
months and shall automatically renew for successive terms of the same duration,
unless either party provides thirty (30) days written notice to the other party
prior to the termination of the applicable initial term or renewal term.
5. RELATIONSHIP OF PARTIES. It is understood by the parties that Doctor is an
independent contractor with respect to AMC, and not an employee of AMC. AMC will
not provide fringe benefits, including health insurance benefits, paid vacation,
or any other employee benefit, for the benefit of Doctor.
6. DISCLOSURE. Doctor is required to disclose any outside activities or
interests relative to and including ownership or participation in the
development of prior service delivery or medical delivery operations that
conflict or may conflict with the best interests of AMC. It is understood
between the parties that Mr. AG may continue providing services in practice
prior to signing this Agreement with AMC. Prompt disclosure is required under
this paragraph if the activity or interest is related, directly or indirectly,
to:
- a service or product line of AMC,
- any activity that Doctor may be involved with on behalf of AMC
7. INDEMNIFICATION. Doctor agrees to indemnify and hold harmless AMC from all
claims, losses, expenses, fees including attorney fees, costs, and judgments
that may be asserted against AMC that result from the acts or omissions of Dr.
JG, Doctor's employees, if any, and Doctor's agents. Doctor represents and
warrants that appropriate and legally required malpractice insurances will be
maintained and current in all regards. These insurances are those required by
Federal, State and County authorities. AMC agrees to indemnify and hold harmless
Doctor from all claims, losses, expenses, fees including attorney fees, costs,
and judgments that may be asserted against Doctor that result from the acts or
omissions of AMC. AMC employees, if any, and AMC's agents.
8. ASSIGNMENT. Doctor's obligations under this Agreement may not be assigned or
transferred to any other person, firm, or corporation without the prior written
consent of AMC.
9. RETURN OF RECORDS. Upon termination of this Agreement, Doctor shall deliver
all records, notes, data, memoranda and equipment of any nature that are in
Doctor's possession or under Doctor's control and that are AMC's property or
relate to AMC's business or clients, except as required by law.
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11. NOTICES. 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 AMC:
Aventura Makeover Corporation
Xxxxx Xxxxx
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
IF for Doctor:
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.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
13. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Florida.
Party receiving services:
Aventura Makeover Corporation
By: ____________________________________________________
Xxxxx X. Xxxxx
President
Party providing services:
By: ____________________________________________________
Consultant
_______________, DO
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