EXHIBIT 10.32
[LIFESTREAM INC TECHNOLOGIES LOGO] CONSULTING AGREEMENT
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THIS AGREEMENT, made this 5th day of April, 2004, between Xxxxx X. Xxxxxx, CPA
PA (herein "Consultant"), and LIFESTREAM TECHNOLOGIES, INC., a Nevada
corporation, with offices at 000 Xxxxxxxxxx Xxxx #000, Xxxx Xxxxx, XX 00000
(herein "Company").
1. SERVICES PROVIDED. Consultant shall provide Company with financial
consulting for a maximum of sixteen (16) hours per week.
Consultant will work under the direction of Xxxxxxxxxxx Xxxx.
Communications with other Company personnel will be as necessary.
2. TERM: The term of this Agreement shall commence on Monday, April 5,
2004, and, unless otherwise terminated as provided herein, will
continue until June 30, 2004.
3. FACILITIES; EQUIPMENT: All work will be conducted at Consultant's
location, Lifestream's location, or at such other location as directed
by Company.
During the term of this Consulting Agreement, Lifestream will pay for
Consultant's cell phone plan and provide Consultant with a laptop. Upon
termination of this Consulting Agreement on June 30, 2004, Consultant
will pay Company for the following:
a. Cell phone - Consultant will reimburse Company for
the cost of the Canadian calling plan from April 1,
2004, to June 30, 2004, at the rate of $19.99 per
month. Consultant will also reimburse Company for
cell phone charges over and above the monthly amount
for Consultant's cell phone plan, said charges to be
determined at the end of this agreement.
b. Laptop computer - Consultant will purchase the laptop
computer from Company for $1,115.97. Company will
provide Consultant with a xxxx of sale at the time of
purchase.
4. PERSONNEL: Consultant represents that he is qualified to perform (a)
the services described in the project description listed above and (b)
all assigned duties under this Agreement.
Consultant assigns self to work for Company during the entire term of
this Agreement and assumes responsibility for self while performing
services under this contract. Consultant shall use his best efforts to
provide the Company with quality services in a timely manner in
accordance with all applicable laws and regulations.
5. DATA SAFEGUARDS/PROPRIETARY INFORMATION AND RIGHTS: In connection with
work performed by Consultant on this project, it will be necessary for
Consultant to have access to information, which is confidential and/or
proprietary to Lifestream, its customers, or its prospective customers.
It will be necessary for Consultant to regard and treat all information
as proprietary. Consequently, Consultant agrees to hold in strictest
confidence all information and material that is related to Lifestream's
Independent Contractor Agreement Consultant ______
Company _________
business or that is related to the performance by the parties of their
obligations under this Agreement. Proprietary and confidential
information includes, but it is not limited to, information related to
research, development, trade secrets, customer lists, salaries or
business affairs of Lifestream. Any employees of Consultant working on
this project will each sign a supplementary agreement to protect the
confidentiality of proprietary information. This obligation of
confidentiality shall survive termination of this Agreement.
All work performed by Consultant hereunder and all materials, products
and deliverables developed or prepared for Lifestream by Consultant
hereunder (whether or not such work is completed) are the property of
Lifestream, and all right, title and interest therein shall vest in
Lifestream and shall be deemed to be a work made for hire and made in
the course of the services rendered hereunder. To the extent that title
to any such works may not, by operation of law, vest in Lifestream or
such works may not be considered works made for hire, all rights, title
and interest therein are hereby irrevocably assigned to Lifestream. All
such materials shall belong exclusively to Lifestream, with Lifestream
having the right to obtain and to hold in its own name copyrights,
registrations or such other protection as may be appropriate to the
subject matter and any extensions and renewals thereof.
6. CHARGES: Company shall pay Consultant Six Thousand ($6,000.00) Dollars
per month for services under this Consulting Agreement, which amount is
due and payable on the first day of each month (April 5, May 1, and
June 1). This payment will include all expenses, including mileage,
that Consultant incurs during the performance of his duties under this
agreement exclusive of any domestic or international travel required on
behalf of Lifestream.
In addition to the above consulting fee, Company agrees to give
Consultant the sum of 350,000 shares of Company Common Stock on or
after the Company's Special Shareholder meeting on April 28, 2004. This
stock is being issued in lieu of the one (1) year window for purchase
of Consultant's options obtained during his employment with Company,
which options are hereby cancelled on the date of issuance of the
Common Stock referred to above.
7. ASSIGNMENT: This Agreement is nonassignable. Any assignment of this
Agreement by Consultant without Company's prior written consent shall
be void.
8. CONSULTANT: Consultant is a Consultant and this Agreement is not
intended to, and shall not be construed so as to, create the
relationship of agent, servant, employee, partnership, joint venture,
or any other relationship whatsoever other than that of Consultant.
9. NOTICE: All communications pursuant to this Agreement shall be sent to
the parties at the addresses below:
To Consultant: Xxxxx X. Xxxxxx, CPA PA
000 Xxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, XX 00000
000-000-0000
To Company: Lifestream Technologies, Inc.
000 Xxxxxxxxxx Xxxx #000
Xxxx Xxxxx, XX 00000
Attention: Xxxxxxxxxxx Xxxx
Independent Contractor Agreement - 2 Consultant ______
Company _________
Written notice given pursuant to any provision of this Agreement shall
be sent by registered or certified mail and shall be effective on the
date of mailing to the addresses set forth above. Changes of address
must be provided in writing pursuant to this section.
10. TERMINATION: This Agreement may be terminated at any time throughout
the term of this Agreement by either party, with or without cause, upon
the giving of thirty (30) days' written notice of election to
terminate. Such termination shall be effective thirty (30) days after
the mailing of said written notice. In the event of termination,
Company shall pay for all services performed at the direction of the
Consultant up to the effective date of termination.
11. ENTIRE AGREEMENT: This Agreement sets forth the entire consulting
agreement of the parties. Any prior agreement, promises, negotiations,
or representations between the parties not expressly stated in this
Agreement are not binding.
12. WAIVER OR MODIFICATION OF TERMS: No waiver or modification of the terms
of this Agreement is binding unless documented in writing and signed by
a representative of both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.
CONSULTANT COMPANY
Xxxxx X. Xxxxxx, CPA PA Lifestream Technologies, Inc.
By /s/ Xxxxx X. Xxxxxx By /s/ Ed Siemens
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Printed Name: Xxxxx X. Xxxxxx Printed Name: Ed Siemens
Its: President Its: COO
Independent Contractor Agreement - 3
