EXHIBIT 10.8
Xxxxxxxx & Associates Training Institute
Consultant" Agreement
October 24, 2007
Subject to the terms and conditions as set forth herein, Medivisor, Inc. of
Huntington Station, New York retains L. Xxxxxxx Xxxxxxxx and L. Xxxxxxx Xxxxxxxx
hereby accepts Medivisor, Inc.'s retention to perform services described herein.
CONSULTANT OBLIGATIONS:
In return for compensation noted under "Consultant Compensation," consultant
voluntarily agrees to perform services for Medivisor, Inc. as described below.
o SCOPE OF SERVICES
Consultant will work collaboratively with Xxxxx Xxxxxxxx, RN who is the
company's Sales Representative to do the following:
OBJECTIVES:
Medivisor, Inc. has two products that it wants to be considered for Medicaid
approval. They are:
o Mucotrol (Concentrated Oral Gel Wafers) is used for the relief and
management of pain associated with Mucositis.
o Albumax (Nutritional Support) which may be USED for oral or tube fed
consumption as a protein supplement.
o TIME FRAME IN WHICH THE SERVICES ARE TO TAKE PLACE
THIS IS A COMPLEX AND CAN BE A TIME CONSUMING PROCESS.
This process must be done methodically and in accordance with all guidelines set
forth by New York State Office of Medicaid. There will be a three months review
with the Management Team of Medivisor, Inc. and its collaborators at the request
of Medivisor, Inc.
THE PROCESS:
o Xx. Xxxxxxxx and I are to have a collaborative working relationship. I
will provide her consultant assistance in building a social network
through the use of my contacts to set the stage for meeting with the
right individuals to assist us in obtaining the goal of getting
product approval.
o There will be periodic "check in" between Xx. Xxxxxxxx and me to make
sure there is not a duplication of efforts.
o Assist in the arrangement of meeting between local and state
officials.
o Assist in the gathering of information that will aid us in moving
toward or goal.
o Assist in presenting the final outcomes to the State Office of
Medicaid.
o Assist In a community assessment to gage our challenges and provide
Xx. Xxxxxxxx technical assistance.
o Consultant is not an employee of Medivisor, Inc.
EXPECTATIONS FOR FINAL OUTCOMES, PRODUCT AND REPORT
o By the end of this collaboration, Medivisor, Inc. will have both of
its products Medicaid approved which is the expected outcome.
o TERMS OF PAYMENT
The consultant will charge Medivisor, Inc. $10,000 (not included in cost -
materials development or any letter(s) that Xx. Xxxxxxxx has to collaborate on)
which $5, 000 will be paid to the consultant in advance. Check will be written
to L. Xxxxxxx Xxxxxxxx. The original amount charged might be subject to change
if the scope of work intensifies and demand more time and utilization of the
consultant. This will be discussed with the Management Team prior to any
modifications. Medivisor, Inc. is responsible for any and all expenses connected
to the assignment.
CONSULTANT COMPENSATION:
In full consideration of all services performed by consultant as described in
this contract, MEDIVISOR, INC. shall pay consultant $5,000 for completion of
assigned tasks. Consultant shall be exclusively responsible for payment of all
taxes, incidentals to the compensation paid for services performed, including
but not limited to federal and state income, sales or use taxation.
INDEPENDENT CONTRACTOR:
Consultant's relationship to MEDIVISOR, INC. is one of independent contractor.
Nothing in the agreement shall create an employment or agency relationship, nor
shall consultant act as an agent or employee of MEDIVISOR, INC. unless such
representative is outlined in the scope of services.
Consultant's services are to be performed solely by consultant, or approved
subcontractors, from Xxxxxxxx & Associates Training Institute pursuant to the
terms of this contract.
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STANDARDS OF PERFORMANCE:
o COMPLIANCE WITH LAW - Consultant's performance of services under this
agreement shall be in compliance with all applicable laws or regulations of
federal, state, and local government.
o REPUTATION AND GOODWILL - Consultant shall not perform any contracted
services in a manner, which would be injurious to the reputation and
goodwill of MEDIVISOR, INC.
o TRADE SECRETS - Consultant shall not in any manner disclose to any person,
partnership, firm or corporation any information concerning any matters
affecting or relating to the business of MEDIVISOR, INC. Including, but not
limited to, any trade secrets, production processes, customers, pricing or
marketing plans. This covenant shall remain in effect following termination
of this Contract.
o WAIVER OF LIABILITY - MEDIVISOR, INC. shall not be liable to consultant on
account of any personal injuries or property damage sustained by consultant
in performance of services hereunder. Consultant shall Indemnify and hold
MEDIVISOR, INC. harmless from all liability for personal injuries or
property damage directly related to the performance of contracted services.
o MODIFICATION OF CONTRACT - No waiver or modification of this contract or of
any covenant, condition or limitation herein shall be valid unless
presented in writing and signed by both parties.
o SEVERABILITY - All covenants contained herein are severable, and in the
event of any being held invalid by any competent court, this contract shall
remain intact except for omission of the invalid covenant.
o CHOICE OF LAW - It is the intent of both parties that all suits that may be
brought arising out of, or in connection with this agreement will be
construed in accordance with and under and pursuant to the laws of the
State of New York.
o ENTIRE AGREEMENT - this contract contains the complete agreement concerning
the services to be performed by the consultant for MEDIVISOR, INC, and
supersedes all prior agreements or understandings, written or unwritten. By
signing this contract, both parties acknowledge that they have read this
contract, understood it terms, including the release.
/s/ XXXX XXXXX /s/ L. XXXXXXX XXXXXXXX
__________________ _______________________
Client's Signature Consultant's Signature
10-26-07 ###-##-####
__________________ _______________________
Date Social Security Number
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