EXHIBIT 10.4
CONSULTING AGREEMENT
This agreement is made effective as of this 1st day of July, 2003 by and between
Equity Technologies & Resources, Inc., a Delaware corporation, with its
principal place of business at 000 Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxx 00000 (hereinafter referred to as ETCR AND VPS), and Verified
Prescription Safeguards, Inc., a Florida corporation, with its principal place
of business at 000 Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000
(hereinafter referred to as ETCR and VPS), and Internet Xxxxxxx.xxx, LLC, a
Nevada Limited Liability Company, X.X. Xxx 00000, Xxxxxxxxx, XX 00000-0000
(hereinafter referred to as "Consultant")
WHEREAS, Consultant has expertise in business and governmental relations,
insurance, and corporate matters, various areas in the healthcare industry,
knowledge of financial and business affairs, as well as personal relationships
and acquaintances with many individuals involved in government and the
technology and healthcare industries at various levels;
WHEREAS, Consultant is willing to provide services in the above areas for
and on behalf of ETCR AND VPS; and,
WHEREAS, ETCR AND VPS desires to have Consultant perform such services for
and on its behalf; and,
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises contained herein, and other good and valuable consideration, it is
hereby agreed as follows:
1. DESCRIPTION OF SERVICES. Beginning on the 1st day of July, 2003, Consultant
agrees to provide and will continue, until such time as this agreement is
terminated, ended, or prolonged by mutual agreement, to provide the
following services including assisting in developing a plan to
systematically license the Verified Prescription Safeguards, Inc. system to
governmental or regulatory agencies in the United States and its
possessions and/or Canada; and/or those with interests in pharmacies
(chemists), medicine and manufacturing, to develop a plan for writing,
sending, filling, and/or regulating prescriptions for controlled substances
and all medications; developing contacts and relationships with individuals
and other entities that would be beneficial to the business of ETCR AND
VPS; and any other services in these general areas that may reasonably be
asked of the Consultant. These consulting services shall be provided for an
initial period of two years, and thereafter on a month to month basis to be
reviewed by each party thereafter.
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 AND VPS 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 AND VPS will pay a Retainer Fee to Consultant for the
Services based on the following terms: ETCR AND VPS will pay to Consultant
fees up to $60,000.00. This fee shall be payable monthly in installments of
$2,500.00, and shall be made as a retainer for services to be rendered in
the current month. Upon termination 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 any portion of the fee may be paid in S-8 stock if cash is not
immediately available and as a bonus/incentive ETCR AND VPS agrees to issue
to the Consultant One Million (1,000,000) free trading Shares of Class A
Common Stock of Equity Technologies & Resources, Inc.
4. EXPENSE REIMBURSEMENT. Consultant shall be entitled to reimbursement from
ETCR AND VPS for all reasonable "out-of-pocket" expenses, provided that air
travel and lodging have been pre-approved prior to incurrence.
5. RELATIONSHIP OF PARTIES. The parties understan that Consultant is an
independent contractor with respect to ETCR AND VPS and not an employee of
ETCR AND VPS.
6. INJURIES. Consultant acknowledges his obligation to obtain appropriate
insurance coverage for the benefit of himself and family. Consultant waives
any rights to recovery from ETCR AND VPS for any injuries that Consultant
may sustain while performing services under this agreement that are a
result of his negligence.
7. CONFIDENTIALITY AND ITELLECTUAL PROPERTY. Consultant recognizes that ETCR
AND VPS 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 other proprietary information (collectively, "information"), which are
valuable, special, and unique assets of ETCR AND VPS 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
protected information to any unauthorized third party without the prior
consent of ETCR AND VPS. 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 AND VPS. Any violation of this paragraph by either party
shall be considered a material violation of this Agreement.
13. 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 property acknowledged by Federal Express, addressed as
follows:
If for ETCR AND VPS:
Equity Technologies & Resources, Inc.
and/or
Verified Prescription Safeguards, Inc.
Xxxxx Xxxxxx Xxxxxxx, President
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
.
If for Consultant:
INTERNET XXXXXXX.XXX, LLC
Xxxxx Xxxxxx, Member/Manager
X.X. Xxx 00000
Xxxxxxxxx, XX 00000-0000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
14. 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.
15. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
16. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, 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, construed, and enforced as so limited.
17. 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.
18. APPLICABLE LAW. This Agreement shall be governed by and be interpreted
under International Law, 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 before an International
Court of Justice, which shall have the exclusive jurisdiction over the
subject matter and the parties to this agreement.
Executed by the parties hereto this 1st day of July, 2003
EQUITY TECHNOLOGIES & RESOURCES, INC.
VERIFIED PRESCRIPTION SAFEGUARDS, INC.
/s/ Xxxxx Xxxxxxx
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By: Xxxxx X. Xxxxxxx, President
INTERNET XXXXXXX.XXX, LLC
/s/ Xxxxx Xxxxxx
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By: Xxxxx Xxxxxx, Member/Manager
