PROFESSIONAL CONSULTING AGREEMENT
THIS PROFESSIONAL CONSULTING AGREEMENT is made this ____ day of
December 1998, by and between Har-Les Tool, Inc., 0000 XX 00xx Xxxxxx, Xx.
Xxxxxxxxxx, Xxxxxxx 00000 ("Consultant"), and Imaging Diagnostic Systems, Inc.
("Client"), a Florida corporation with principal offices located at 0000 XX 00xx
Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000.
WHEREAS, Consultant renders prototype design consulting; and
WHEREAS, Consultant has provided and Client wishes to enlist Consultant
to provide such services, and Consultant and Client wish to formalize in a
written agreement the terms and conditions under which consultant has and will
provide such services to Client;
NOW, THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:
1. SERVICES TO BE PROVIDED BY CONSULTANT. Consultant has provided since
January 1, 1998 and will continue to provide prototype design consultation with
respect to the Client's products and proposed products on an "as-needed basis"
as requested by the Client, in consideration of the compensation provided under
this Agreement.
2. COMPENSATION FOR SERVICES. In consideration of Consultant's
provision of the past and future services provided and to be provided as more
fully described in paragraph 1, Client's Board of Directors shall initially
authorize the issuance of 113,200 shares of the Company's Common Stock
("Shares") to be registered pursuant to an S-8 Registration Statement.
Consultant shall invoice Client for work performed and Client shall deliver to
Consultant that number of Shares, determined by valuation of the common stock at
$.50 per share (the "Valuation"). Consultant shall invoice Client for work
performed and Client shall deliver to Consultant that number of Shares, based on
the Valuation, equal to the amount invoiced.
3. TERM AND TERMINATION. This Agreement shall become effective as of
January 1, 1998, and shall remain in effect eighteen months from that date
("Expiration Date"). Client and Consultant may mutually agree to extend the
Agreement for an additional period. In the absence of such an agreement, this
Agreement shall automatically terminate upon the Expiration Date.
4. REIMBURSEMENT FOR EXPENSES. Consultant shall receive reimbursement
for reasonable expenses and costs from Client no later than 30 days after
Consultant presents valid invoices or receipts for such expenses.
5. REPRESENTATIONS AND WARRANTIES. Consultant represents and warrants
that services to be provided and materials to be produced or developed by
Consultant under this Agreement will be performed, produced, or developed by
competent, trained personnel in a workmanlike manner. Consultant and its
personnel shall comply with all applicable statues, rules and regulations
governing all aspects of the services to be performed under this Agreement;
provided that, as described in paragraph 1 of this Agreement, Client shall be
fully responsible to assure all Client Information is accurate and complete.
Client understands and acknowledges that Consultant cannot guarantee that the
services provided hereunder will achieve any particular objective or fulfill any
specified goals. Client further understands and acknowledges that Consultant is
not registered or licensed as an investment advisor, financial planner, or
broker/dealer, nor is Consultant licensed as principal or representative of any
of the foregoing and that, by entering into this Agreement, Consultant is not
undertaking to provide, nor will Consultant provide, any services that require
any such registration or licensing. OTHER THAN THE FOREGOING EXPRESS WARRANTIES,
CONSULTANT MAKES NO WARRANTIES WITH RESPECT TO THE QUALITY OF THE GOODS AND
SERVICES TO BE PROVIDED HEREUNDER OR ANY RESULTS TO BE ACHIEVED, AND HEREBY
EXPRESSLY DISCLAIMS THE EXISTENCE OF ANY SUCH REPRESENTATIONS AND WARRANTIES,
INCLUDING WITHOUT LIMITATION AND IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. CONSULTANT SHALL HAVE NO LIABILITY FOR ANY
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT AS A RESULT OF
ANY FAILURE ON THE PART OF CONSULTANT IN THE PERFORMANCE OF ITS DUTIES
HEREUNDER.
b. In order to induce the Company to issue the Shares, recognizing that
the Company will be relying on the information and on the representations set
forth below, you hereby represent, warrant, and agree as follows:
(i) I have determined that the purchase of the shares of the
Company (the "Shares") is a suitable investment for me and that I am a
person who is able to bear economic risks including a total loss of an
investment in the Shares.
(ii) I have acknowledge and am aware that except for the three
day rescission rights provided under Florida law (or other rights under
other applicable law), I am is not entitled to cancel, terminate or
revoke this subscription, and any agreements of mine in the connection
herewith shall survive my death or disability.
(iii) I have had the opportunity to ask questions of, and
receive answers from management of the Company regarding the terms and
conditions of this Agreement, and the transactions contemplated
thereby, as well as the affairs of the Company and related matters.
I may have access to whatever additional information concerning the
Company, its financial condition, its business, its prospects, its
management, its capitalization, and other similar matters that I or my
purchaser representative, if any, desires, provided that the Company
can acquire such information without unreasonable effort or expense. In
addition, as required by Section 517.061(11)(a)(3), Florida Statutes,
and Rule 3E-500.05(a) thereunder, I and my purchaser representative may
have, at the offices of the Company, at any reasonable hour, after
reasonable prior notice, access to the materials set forth in the Rule
which the Company can obtain without unreasonable effort or expense.
(iv) I have had the opportunity to obtain additional
information necessary to verify the accuracy of the information
referred to in subparagraph (e) hereof.
I hereby agree to indemnify and hold harmless the Company its
respective officers, directors, shareholders, employees, agents and attorneys
against any and all losses, claims, demands, liabilities and expenses (including
reasonable attorney fees, expert witness and accounting fees and other
disbursements and costs or other expenses) incurred by each such person in
connection with defending or investigating any such claims or liabilities,
whether or not resulting in any liability to such person) to which any such
indemnified party may become subject under the Act, under any other statute, at
common law or otherwise, insofar as such losses, claims, demands, liabilities
and expenses (a) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in this Agreement, or (b) arise
out of or are based upon any breach of any representation, warranty or agreement
contained herein.
The representations, warranties, and agreements contained herein shall
survive the delivery of, and payment for, the Shares.
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FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN
FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE
COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER
THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER
OCCURS LATER. PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASERS AS
PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST.
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6. MISCELLANEOUS.
a. 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 Broward County, Florida.
b. Any controversy or claim arising out of or relating to this
Agreement, or to the interpretation, breach or enforcement thereof, shall be
submitted to one arbitrator and settled by arbitration in Fort Lauderdale
Florida, in accordance with the rules, then obtaining, of the American
Arbitration Association. Any reward made by such arbitrator shall be final,
binding, and conclusive on all parties hereto for all purposes, and judgment may
be entered thereon in any court having jurisdiction thereof.
c. Neither party may assign its rights or duties under this Agreement
without the express prior written consent of the other party, except that
Consultant may assign to any other party, without Client's consent, its right to
receive all or any portions of the fees and expenses due and owing to it.
d. 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 this Agreement shall not be construed as a
waiver of the violation or breach, or of any future similar violation or breach.
e. In the event of any cause of action, arbitration or litigation
arising hereunder, all costs and reasonable attorney's fees of the prevailing
party, including, without limitation, attorney's fees and costs at all
administrative and appellate levels and in all bankruptcy proceedings, shall be
paid by the non-prevailing party.
f. This Agreement may be executed in any number of counterparts, by
original or facsimile signature, all of which shall be deemed to be an original,
but all of which shall be deemed to constitute but one instrument.
g. Any notice or other communication required or permitted by this
Agreement must be in writing and shall be deemed to be properly given when
delivered in person to an officer of the other party, when deposited in the
United States mail for transmittal by certified or registered mail, postage
prepaid, or when deposited with a public telegraph company for transmittal, or
when sent by facsimile transmission charges prepared, provided that the
communication is addressed to the parties as first set forth above or to such
other person or address designated by Client or Consultant to receive notice.
IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.
IMAGING DIAGNOSTIC SYSTEMS, INC. HAR-LES TOOL, INC.
BY: /S/ XXXXX X. XXXXXXXX, BY: /S/ XXXX XXXX/S/
EXECUTIVE VICE PRESIDENT
Title: _____________________________
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