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EXHIBIT 10.2
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CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into
as of the 1 st day of February, 1996, by and between AHC Management, Inc., a
Texas corporation ("AHC"), and Xxxxx Xxxxxx, an individual resident of the
State of Texas ("Consultant").
RECITALS
WHEREAS, Consultant is experienced in the development and management
of chiropractic care practices; and
WHEREAS, AHC is interested in acquiring such practices and other
primary care practices;
WHEREAS, AHC desires to retain Consultant's experience and abilities
and contacts within the professional community and has offered to engage
Consultant to render consultive and practice acquisition services to AHC; and
WHEREAS, Consultant desires to accept such engagement, upon the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed, the parties hereto agree as follows:
1. RETENTION OF CONSULTANT. AHC hereby retains Consultant as,
and Consultant hereby accepts retention as, a general advisor and consultant to
AHC and, in furtherance hereof, Consultant agrees to render the services
described more fully hereinbelow and such other services as may, from time to
time, be mutually agreed to by the parties hereto.
2. DUTIES OF CONSULTANT. During the term of this Agreement,
Consultant shall act as a general advisor and practice acquisition consultant
to AHC with respect to the chiropractic and primary care practices, and in such
capacity, Consultant will generally advise and consult with the management of
AHC regarding such matters as identification of acquisition targets,
evaluations of targeted practices, and development of terms and conditions for
acquisition of the targeted practices, as well as such other matters as from
time to time requested and mutually agreed to.
3. EXTENT OF DUTIES. Consultant agrees to render and perform its
services hereunder on an "as needed" basis, at such times as are mutually
agreeable to by the parties. Nothing in this Agreement shall be construed as
limiting or restricting Consultant's right to engage in any other activities.
4. MODIFICATION OF SUBJECT MATTER. The subject matter of this
Agreement with respect to which Consultant shall be providing consultive and
advisory services hereunder may be modified from time to time by the mutual
consent of AHC and Consultant.
5. TERM. Subject to the provisions of Section 6 hereof, the term
of this Agreement shall be 24 months, commencing as of the date hereof.
6. TERMINATION. This Agreement may be terminated:
(a) by the mutual agreement of both parties; or
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(b) by the non-defaulting party immediately, without
further notice, in the event of a default by a party hereto in the
performance of any material obligation of such party under this
Agreement (other than the non-payment of any compensation called for
hereunder) and such default shall continue for a period of thirty (30)
days after the receipt by the defaulting party of written notice of
the specific default; or
(c) by Consultant immediately, by giving written notice
of termination to AHC, if AHC should fail to make any payment of
compensation called for hereunder; or
(d) immediately, by a party giving written notice of
termination to the other party, if such other party becomes the
subject of any proceeding under any federal or state bankruptcy laws
or is insolvent or if any substantial part of such other party's
property is subject to any levy, seizure, assignment, application, or
sale for or by any creditor or governmental agency; or
(e) immediately, upon the death or disability of
Consultant.
For purposes of this Section 6, Consultant shall be deemed to have become
disabled when AHC shall have determined that Consultant has become physically
or mentally incapable (excluding infrequent and temporary absences due to
ordinary illness) of performing his duties under this Agreement. Upon the
termination of this Agreement, neither party shall have any further obligation
hereunder except for (i) obligations accruing prior to the date of termination,
and (ii) obligations, promises, or covenants contained herein which are
expressly made to extend beyond the term of this Agreement, including, without
limitation, those relating to confidentiality of information.
7. COMPENSATION. As compensation for Consultant's services
hereunder, AHC shall pay to Consultant a monthly amount equal to $5,000.00.
Such amount shall be due and payable on the first day of each month during the
term of this Agreement.
8. REIMBURSEMENT OF EXPENSES. Consultant shall be reimbursed
promptly by AHC for any reasonable expenses incurred by Consultant in the
performance of his duties under this Agreement; provided, that any such
expenses are approved in advance by AHC and that Consultant submits to AHC
evidence of such expenditures by Consultant prior to the payment thereof.
9. INDEPENDENT CONTRACTOR. Consultant's engagement and actions
hereunder are in the nature and status of an independent contractor to AHC. In
furtherance thereof, Consultant and AHC acknowledge and agree that one is
neither the employee, employer, principal, nor agent of the other and nothing
in this Agreement shall be considered to create the relationship of either
employer and employee or principal and agent or partners between AHC and
Consultant. Consultant shall be deemed at all times and for all purposes to be
an independent contractor, and as such, Consultant shall employ its own means
and method so as to accomplish its duties hereunder from time to time and shall
not be subjected to the control of AHC in respect to the details thereof.
10. CAPTIONS. Captions in this Agreement are for convenience of
reference only and shall not define or limit the terms or provisions of this
Agreement.
11. NOTICES. All notices required or permitted to be given
hereunder shall be in writing and shall be deemed effective when personally
delivered or, if mailed, when deposited in the United States mail, postage
prepaid, registered or certified, return receipt requested. Unless changed by
written notice given by a party to the other, such notices shall be given to
AHC at the following address:
AHC Physicians' Corporation
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0000 X. Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxx
and such notices shall be given to Consultant at the following address:
Xxxxx Xxxxxx
000 Xxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxx 00000
12. ASSIGNABILITY. The duties and obligations of Consultant under
this Agreement are personal unto him and may not be assigned or otherwise
transferred, in whole or in part, by Consultant but the rights of Consultant
under this Agreement shall inure to the benefit of Consultant and his
successors and assigns. AHC may assign this Agreement or any benefit, duty or
obligation thereof hereunder; provided, however, that no such assignment shall
have the effect of releasing AHC from its obligations hereunder.
13. APPLICABLE LAW. The terms and conditions of this Agreement
shall be construed under, governed by, and enforced in accordance with the laws
of the State of Texas.
14. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the
entire Agreement between the parties and supersedes any and all prior
agreements, either oral or written, between the parties hereto with respect
thereto. Any modifications to this Agreement must be made in writing and
signed by both parties.
15. DUPLICATE ORIGINALS. This Agreement shall be executed in
duplicate, each of which shall be deemed an original.
16. CONFIDENTIAL INFORMATION. Consultant recognizes and
acknowledges that it will have access to certain confidential information of
AHC and that such information constitutes valuable, special and unique property
of AHC. Consultant will not, during the term of this Agreement or for one (1)
year thereafter, disclose any of such confidential information to anyone other
than an authorized representative of AHC. Consultant further agrees that he
will not at any time use any of such confidential information in competing with
AHC. In the event of a breach or threatened breach by Consultant of the
provisions of this Section 16, Consultant hereby agrees that irreparable harm
would come to AHC under such circumstances and that in such event AHC's remedy
at law for such a breach or threatened breach would be inadequate and that AHC
shall be entitled, at its election, to injunctive relief, without the necessity
of posting bond therefor, against such breach or threatened breach and to
specific performance of this Agreement, in addition to any other remedies at
law or equity available to AHC for such breach or threatened breach, including,
the recovery of damages.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.
Consultant: Xxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxx
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AHC: AHC Management, Inc.
By: /s/ X.X. Xxxxxx
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President
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