EXHIBIT 10.2
CONSULTING AGREEMENT
This agreement is made effective as of this 14th day of May, 2OOl by and between
Equity Technologies & Resources, Inc., a Delaware corporation, with its
principal place of business at 0000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxx
00000 (hereinafter referred to as ETCR), and Xxxxx X. Xxxxxx of 0000 Xxxxxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as "Consultant")
WHEREAS, Consultant has expertise in governmental relations, matters
involving legislative and political issues, as well as personal relationships
and acquaintances with many individuals involved in government, at all levels;
WHEREAS, Consultant is willing to provide services in the above areas for
and on behalf of ETCR; and
WHEREAS, ETCR desires to have Consultant perform such services for and on
its behalf; and
NOW, THEREFORE, for and in consideration of the mutal covenants and
promises contained herein, and other good and valuable consideration, it is
hereby agreed as follows:
l. DESCRIPTION OF SERVICES. Beginning on the 1st day of July 2001, Consultant
agrees to provide and will continue to provide the following services
including assisting in developing a plan to systematically license the
Verified Prescription Safeguards, Inc. system to state regulatory agencies,
including the X.X.X.X.X.X. system in Kentucky; developing a legislative
scheme for those states that do not currently have a system for regulating
prescriptions for controlled substances; developing contracts and
relationships with individuals and other entities that would be beneficial
to the business of ETCR, and any other services in these general areas that
may reasonably be asked of the Consultant. These consulting services shall
be provided through the 30th day of June 2002. after that time, this
contract will be terminated or renewed by mutual agreement of the parties
hereto.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Consultant shall be
determined by Consultant. ETCR will rely on Consultant to work as many
hours as may be reasonably necessary to fulfill Consultant's obligations
under this Agreement relative to the payments to made to the Consultant
hereunder.
3. PAYMENT. ETCR will pay a fee to Consultant for the Services based on the
following terms: ETCR will pay to Consultant for the service a retainer fee
of $2,500.00 per month. This fee shall be payable monthly on the 1st of
each month, but no later than the tenth day of the month, which pamyments
shall be made for services rendered the preceding month. Upon termination
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of the Agreement, payments under this paragraph shall cease: provided,
however that Consultant shall be entitled to payments for periods or
partial periods that occurred prior to the date of termination and for
which Consultant has not yet been paid. The parties agree that a portion of
the salary may be paid in S-8 stock if cash is not immediately available
and as a bonus/ incentive ETCR herewith issues to the Consultant Fifty
Thousand (50,000) Registered and Free Trading Shares of Class A Common
Stock of Equity Technologies & Resources, Inc.
4. EXPENSE REIMBURSEMENT. Consultant shall be entitled to reimbusement from
ETCR for all reasonable "out-of-pocket" expenses, provided they have been
pre-approved prior to incurrence.
5. RELATIONSHIP OF PARTIES. The parties understand the Consultant is an
independent contractor with respect to ETCR and not an employee of ETCR.
6. INJURIES. Consultant acknowledges his obligation to obtain appropriate
insurance coverage for the benefit of himself and family. Consultant waives
any right to recovery from ETCR for any injuries that Consultant may
sustain while performing services under this agreement that are a result of
his negligence.
7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY. Consultant recognizes that ETCR
has and will create the following information that may become known to
Consultant:
* Inventories
* Machinery
* Prices
* Apparatus
* Costs
* Discounts
* Trade Secrets
* Technical information
* Product design information
* Copyrights
* Intellectual property
* Proprietary property
And either proprietary information (collectively, "information") which are
valuable, special and unique assets of ETCR and need to be protected from
improper disclosure. In consideration for the necessary disclosure of the
information, Consultant agrees that it will not at any time or in any
manner, either directly or indirectly, use any information improperly or
divulge, disclose, or communicate in any improper manner any proted
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information to any unauthorized third party without the prior consent of
ETCR. Consultant will protect the information and treat it as strictly
confidential. Conversely, all trade secrets and proprietary information
regarding the activities of Consultant shall be held in strict confidence
by ETCR. Any violation of this paragraph by either party shall be
considered a material violation of this Agreement.
8. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person, by
Registered Mail, or properly acknowledged by Federal Express, addressed as
follows:
If for ETCR: Equity Technologies & Resources, Inc.
Xxxxx X. Xxxxxx, Xx., President
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
If for Consultant: Xxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Such address my be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
9. ENTIRE AGREEMENT / CONTRACTUAL CAPACITY. 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 supercedes any
prior written or oral agreements between the parties. The parties stipulate
that the signatories to this agreement have full authorization and
contractual capacity on behalf of their respective organizations.
10. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
11. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reasons, 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, and enforced as so limited.
12. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver of
limitation of that party's right to subsequently enforce and complete
strict compliance with every provision of this Agreement.
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13. APPLICABLE LAW. This Agreement shall be governed by and be interpreted
under the laws of the State of Kentucky, without giving effect of the
principles of conflict of laws, with all parties agreeing that any legal
action arising from a breach of the agreement shall be brought in the
Courts of Fayette County, Kentucky, which shall have the exclusive
jurisdiction over the subject matter and the parties to this agreement.
Executed by the parties hereto this 14th day of May, 2001
EQUITY TECHNOLOGIES & RESOURCES, INC.
By: /s/ Xxxxx Xxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Xx. President Witness
By: /s/Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx Witness
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