EXHIBIT 99(c)
(C)
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made as of the 18th day of February 1997, by
and between Xxxxxx Xxxxxxxxx ("Consultant") of 0000 X.X. 00xx Xxxxxxx, Xxxxxxx,
XX 00000 and Medical Industries of America, Inc., ("Client"), a Florida
corporation with principal offices located at 0000 Xxxxx Xxxxxxxx Xxx., Xxxxx
000, Xxxxxxx Xxxxx, Xxxxxxx 00000.
WHEREAS, Consultant and Client wish to enter into an agreement by which
Consultant will provide specific services to Client in the areas of business in
which Consultant has had considerable experience in managing walk-in clinics
which cater to the aging population.
NOW, THEREFORE, for the mutual promises and other consideration described
herein and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. INFORMATION TO BE FURNISHED BY CLIENT. Client shall furnish Consultant with
current public information about client, including any and all statements and
reports filed by Client with United States Securities and Exchange Commission,
its most recent Annual Report to Shareholders.
2. COMPENSATION FOR AND SERVICES TO BE PROVIDED BY CONSULTANT. Consultants shall
devote time and personnel to supervise on a daily basis the operation of the two
walk-in clinics owned by the Client and by way of compensation Client shall pay
to Consultant the sum of $ 155,300.00 in three installments as follows:
a) $54,800 immediately,
b) $50,250 within forty-five days (45) from the date hereof and
c) $50,250 within ninety (90) days from the date hereof.
3. TERM AND TERMINATION. This Agreement shall cover services rendered from the
date hereof, and shall remain in effect for six (6) months thereafter unless
terminated pursuant to Paragraph 6, below.
4. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of each party that the
Consultant shall be deemed an independent contractor, and not an employee of the
Client. Consultant shall not have the authority to act as the agent of the
Client, except when such authority is specifically delegated to Consultant
herein or by any officer of the Client, in writing. Subject to the performance
of services hereunder shall be the sole control of the Consultant.
5. WITHDRAWAL BY CONSULTANT OR CLIENT. Either party shall be entitled to
withdraw from further performance under this Agreement in the event that the
other party does not perform pursuant to this Agreement. In the event of such a
breach by the Client, Consultant, shall be entitled, in addition to any other
remedies it may have, to its Consulting Fee for the entire term of this
Agreement as liquidated damages. Any other termination must be by mutual consent
of Consultant and Client.
6. REPRESENTATIONS AND WARRANTIES.
a) Consultant represent and warrant that it will use reasonable care in
performing the services required to be provided under this Agreement and will
devote all time necessary to perform the services to the Client. Consultant
shall comply with all applicable statues, rules and regulations governing all
aspects of the services to be performed by the Consultant under this Agreement;
provided that, as described in paragraph 1 of this Agreement, Client shall be
fully responsible to assure all information supplied by Client is accurate and
complete.
b) Client represents and warrants that, prior to providing the Consultant
with any non-public information regarding the Client, its business or
operations. Client will advise the Consultant that such information is non-
public.
7. CLIENT'S ADDITIONAL REPRESENTATION AND WARRANTIES. The Client warrants and
represents the following:
a) That it is a corporation in good standing in its state of incorporation
and in every other state in which it is now doing business.
b) That the execution of this Agreement has been approved by all necessary
action including without limitation, approval of the board of directors of the
Client.
c) The execution and delivery by the Client of this Agreement does not,
and the performance by the Client of its obligations hereunder will not, violate
any provision of the Certificate of Incorporation or by-laws of the Client or
violate any agreement, instrument, law, ordinance, regulation, order,
arbitration award, judgment, or degree to which the Client is a party, or by
which the Client is bound.
8. INDEMNIFICATION. The Client agrees to indemnify and hold the Consultant,
("The Indemnified Party") harmless from and against any and all losses, claims,
damages, liabilities and expenses whatsoever, joint or several, as incurred, to
which such Indemnified Party may become subject under any applicable federal or
state law, or otherwise, related to or arising out of performance of Services
contemplated herein, and will reimburse the Indemnified Party for all expenses
(including counsel fees and expenses) as they are incurred in connection with
the investigation of, preparation for or defense or any pending or threatened
claim or any action or proceeding arising therefrom, whether or not such
Indemnified Party is a party. This Client will not be liable under the foregoing
indemnification provision to the extent that any loss, claim, damage, liability
or expense is
found in a final judgment by a court to have resulted from Consultant fraud,
willful misconduct or gross negligence.
The Client agrees to notify the Consultant promptly of the assertion
against it or any other person of any claim or the commencement of any action or
proceeding relating to any activity or transaction contemplated by this
Agreement.
9. MISCELLANEOUS. This Agreement shall be interpreted and construed in
accordance with the laws of the State of Florida. The parties agree that
jurisdiction and venue of any dispute arising hereunder shall be in Palm Beach
County, Florida.
This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof. The terms of this Agreement may be altered
only by written agreement between the parties. The failure of either party to
object to or take affirmative action with respect to any conduct of the other
which is in violation of the terms of the Agreement shall not be construed as a
waiver of the violation or breach, or of any future similar violation or breach.
This Client acknowledges that the Consultant will be performing services
to others during the term of this Agreement and agrees that the services to be
provided hereunder shall be adequate consideration for this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its duly authorized officer, or as to an individual party, has
executed this Agreement in his own hand, as of the date first written above.
CONSULTANTS:
AGREED AND ACCEPTED
BY: /s/ XXXXXX XXXXXXXXX
XXXXXX XXXXXXXXX
CLIENT:
MEDICAL INDUSTRIES OF AMERICA, INC.
BY: /s/ XXXXXXX X. XXXXXXX
XXXXXXX X. XXXXXXX
CHIEF EXECUTIVE OFFICER
