CONSULTING AGREEMENT
Exhibit 10.15
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into on this 1st day of
January 2010 by and between VICOR TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and
X.X. XXXXXXXX, INC. (the “Consultant”).
In consideration of the mutual promises, representations, warranties and covenants contained
herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, each intending to be legally bound, hereby covenant agree as
follows:
1. Duties and Responsibilities. The Company hereby retains the Consultant, and the
Consultant hereby accepts such retention, to provide the services of Xx. Xxxxxx X. Xxxxxxxx, CPA as
the Chief Accounting Officer of Vicor Technologies, Inc. The scope of such consulting services
shall be for Xx. Xxxxxxxx to provide consulting services to Vicor’s Chief Executive Officer, as
requested and in such sufficient capacity so as to fulfill his responsibilities as the Chief
Accounting Officer. During the term of this Agreement, the Consultant shall devote at least 75% of
his time to Vicor Technologies.
2. Term. The term of this Agreement shall commence on the date hereof and shall
continue until December 31, 2010, at which time it will be automatically renewed for successive one
year terms unless either party terminates the Agreement in writing 30 days prior to expiration.
3. Consulting Fee. The Consultant’s compensation shall be as follows:
a. Cash fees payable monthly at the flat rate of $10,000/month.
b. Actual expenses to be reimbursed.
c. Such other equity-linked compensation as approved by the Compensation Committee
and the Board of Directors
4. Termination. The Company may terminate this Agreement upon the Consultant’s
negligence or willful misconduct which termination shall be effective immediately upon verbal
and/or written notice, or failure to provide the services as directed by the Company upon a thirty
(30) day cure period following prior written notice. Consultant shall have the right to terminate
if the Company breaches any provision of this agreement upon a thirty (30) day cure period
following prior written notice.
5. Return of the Company’s Property. If this Agreement is terminated for any reason,
the Consultant shall promptly return to the Company all equipment, documents and any other material
of any type or nature whatsoever supplied to the Consultant by the Company, including all copies of
documents. Title to any equipment or material furnished to the Consultant shall remain in the
Company and the Consultant shall have no ownership interest whatsoever in any of this equipment or
material.
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6. Confidentiality. Consultant agrees to be bound by a separate Non-disclosure
Agreement entered into between him and the Company that is attached hereto as Exhibit A.
7. Notices. All notices and all other communications provided for in this Agreement
shall be written and shall be deemed delivered upon receipt if hand delivered or sent by recognized
national overnight delivery service (such as Federal Express or UPS), addressed as follows:
If to the Consultant:
Xxxxxx X. Xxxxxxxx
X.X. Xxxxxxxx, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
X.X. Xxxxxxxx, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
If to the Company:
Vicor Technologies, Inc.
0000 Xxxxxxxxx Xxxx., X.X., Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
0000 Xxxxxxxxx Xxxx., X.X., Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
or to such other address as either party may designate by notice pursuant to this Section 7.
8. Assignment. The Consultant may not assign this Agreement without the prior written
consent of the Company, which may be withheld in its sole discretion.
9. Authority. This Agreement does not create a fiduciary relationship between the
parties hereto. The Consultant shall be an independent contractor with respect to the Company, and
except for the Consultant’s obligations as the Chief accounting Officer of the Company, nothing in
this Agreement constitutes or appoints the Consultant as an agent, legal representative, partner,
employee or servant of the Company for any purpose whatsoever. The authority of the Consultant
hereunder is strictly limited to the performance of the Services as described herein.
10. Indemnification. The Company hereby agrees to indemnify and hold harmless the
Consultant from and against all claims, liabilities, losses, damages, and expenses (including
reasonable attorneys’ fees) incurred relating to or arising out of the performance of the
Consultant’s duties.
11. Waiver, Governing Law, Venue. No waiver by either party hereto of any breach by
the other party of any condition or provision of this Agreement shall be deemed a waiver of any
subsequent breach of this Agreement. The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of Florida, and venue for any action
brought hereunder shall be in the appropriate court
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located in Palm Beach County, Florida. The parties hereto hereby consent to the exclusive
jurisdiction of any such court and hereby waive any objection to such venue.
12. Validity, Integration, Oral Termination, Modification. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect. This
Agreement contains the final and complete expression of the understandings between the parties and
supersedes any prior agreement or representation, oral or written, between the parties. This
Agreement cannot be changed or terminated orally. Any amendment or modification of this Agreement
will be valid and effective only if it is written and signed by or on behalf of each party to this
Agreement.
13. Exhibits and Headings. Each exhibit, schedule and document referred to in this
Agreement is hereby incorporated herein by reference. The titles and headings preceding the text
of the sections of this Agreement have been inserted solely for the convenience of reference and do
not constitute a part of this Agreement or affect its meaning, interpretation or effect.
14. Attorneys’ Fees. If any suit or other legal proceeding is brought for the
enforcement of any of the provisions of this Agreement, the prevailing party shall be entitled to
recover from the other party, upon final judgment on the merits, reasonable attorneys’ fees,
including attorneys’ fees for any appeal, and the costs incurred in bringing such suit or
proceeding.
15. Continuing Obligations. The expiration or termination of this Agreement for any
reason shall not affect any provisions hereof which are expressed to remain in full force and
effect notwithstanding such termination, including, without limitation, Sections 6, 7, 8, 10, 11,
12, 13 and 14 hereof.
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IN WITNESS HEREOF, the parties hereto have executed this Consulting Agreement as of the date
first above written.
| VICOR TECHNOLOGIES, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| Chief Executive Officer | ||||
| X.X. XXXXXXXX, INC. |
||||
| By: | /s/ X.X. Xxxxxxxx | |||
| X.X. Xxxxxxxx, President | ||||
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