CONSULTING AGREEMENT
EXHIBIT 4.1
THIS
CONSULTING AGREEMENT is made and entered effective as of the 17th day of March,
2006 by and between Claim Remedi, Inc. (“Consultant”) and CASH TECHNOLOGIES,
INC. (“Company”).
WHEREAS,
Consultant is the developer of certain software products used in the healthcare
data processing market and an expert in healthcare data processing products,
their use and sales, and
WHEREAS,
Consultant has licensed certain healthcare data processing software (the
“Licensed Software”) to Company, which Company is actively marketing;
and
WHEREAS,
in
order to successfully commercialize the Licensed Software, Company desires
to
obtain from Consultant the services of Xxxxxx Xxxxxx, an employee, officer
and
stockholder of Consultant; and
WHEREAS,
Consultant is willing to allow Xxxxxx Xxxxxx to assist Company in the manner
described in this Agreement.
NOW,
THEREFORE,
in
consideration of this Agreement and other good and valuable consideration,
the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1.
Services. Company
hereby retains Consultant, and Consultant hereby agrees to provide the following
services to Company:
a).
Advising the Company on marketing methods for the Licensed Software and other
healthcare data processing products, including:
| (i) |
eligibility;
|
| (ii) |
claims
analysis;
|
| (iii) |
clearinghouse;
and
|
| (iv) |
other
similar products.
|
b.)
Advising the Company in the areas of product development and implementation
of
healthcare data processing products, including:
| (i) |
the
use of direct data connections to insurers;
|
| (ii) |
establishing
market pricing for claims analysis
products;
|
| (iii) |
establishing
market pricing for clearinghouse products.
|
c.)
Services to be provided by Consultant hereunder shall be performed exclusively
by Xxxxxx Xxxxxx. Consultant agrees to make Xx. Xxxxxx available to provide
all
of the services required to be provided hereunder. Consultant agrees
that Xxxxxx
Xxxxxx shall devote
such time and attention to his consulting services hereunder as is required
to
fulfill his obligations under this Agreement in a timely and professional
manner, recognizing that the time demands may vary month-to-month. Company
acknowledges that Xxxxxx
Xxxxxx
is an
employee of Consultant, and the ability of Xxxxxx
Xxxxxx to
provide services may be limited due to his
obligations to Consultant, however Xxxxxx
Xxxxxx
agrees
that he will use his best efforts to devote such time and attention to Company’s
matters as the Company may from time to time request.
2.
Payment.
As
consideration for the aforementioned services Company agrees to issue to
Consultant $35,000 in value of the Company’s restricted common stock on the
first business day of each month at the Market Price (Market Price shall be
the
average closing price of the common stock for 10 consecutive trading days prior
to issuance). For example, if the Market Price is $1.00 per share on the first
of the month, then the Company shall issue 35,000 shares. Since Xxxxxx Xxxxxx
shall provide the services under this Agreement, all shares issuable hereunder
shall be issued directly to Xxxxxx Xxxxxx in his name.
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3.
Relationship of The Parties.
It is
understood and agreed by the parties hereto that the Agreement does not create
a
fiduciary relationship between Company and Consultant and that Consultant’s
relationship to Company shall be as an independent contractor and not as an
employee of the Company. Consultant has no power or authority to act for,
represent, or bind Company or any company affiliated with the Company in any
manner.
4.
Term.
The term
of this Agreement shall be twelve months beginning January, 2006. The parties
agree that Consultant’s services may not be required or useful if the license
agreement between them regarding the Licensed Software is terminated.
Accordingly, in the event of the termination of the license agreement, either
party shall have the right to terminate this Agreement by giving the other
party
ten (10) days prior written notice. Upon termination, Consultant will be paid
a
pro rata amount of Shares for the terminated monthly period as per Section
2
herein.
5.
Governing Law and Exclusive Jurisdiction.
This
Agreement shall be governed by, and construed in accordance with the laws of
the
State of California applicable to agreements made and to be performed entirely
within that State.
6.
Notices.
All
notices, requests, demands, and other communications given or made in connection
with this Agreement shall be in writing and shall be sent by registered or
certified mail, return receipt requested and shall be deemed to have been given
when deposited postage prepaid to the respective party.
7.
Miscellaneous. This
Agreement constitutes the entire Agreement between the parties and supersedes
all prior Agreements and understandings, oral or written, between the parties
with respect to the subject matter hereof. This Agreement may be signed in
counterparts which, taken together, shall constitute one and the same document.
IN
WITNESS WHEREOF, the respective duly authorized representative of the parties
have caused this Agreement to be executed as of the date first above
written.
| CLAIM REMEDI, INC. | CASH TECHNOLOGIES, INC. | ||
| By /s/ XXXXXX XXXXXX | By /s/ XXXXX XXXXXX | ||
|
XXXXXX XXXXXX |
XXXXX XXXXXX |
||
| Printed Name, Title | Printed Name, Title |
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