Exhibit 4.11
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is made
as of October 1, 2002, by and between Xxxx X. Xxxxxxxxxxx
Xx., an individual, and CareDecision Corporation, a Nevada
corporation.
Xxxxxxxxxxx has expertise and experience in corporate
governance, and CareDecision Corporation is to provide
enhanced information technology (IT) for physicians at the
point of clinical decision. CareDecision Corporation
desires to obtain the benefit of Xxxxxxxxxxx'x knowledge,
expertise and experience in connection with establishing
appropriate programs for CareDecision Corporation.
Xxxxxxxxxxx is willing to render certain consulting and
management services to CareDecision Corporation on the
terms, and subject to the conditions, set forth in this
Agreement.
In consideration of the premises and the mutual agreements
set forth in this Agreement, the parties agree as follows:
1. CONSULTING SERVICES. During the term of this Agreement,
which shall be from October 1, 2002 through December 15, 2002,
Xxxxxxxxxxx shall consult with and advice CareDecision
Corporation in connection with any and all matters relating to
CareDecision Corporation, as CareDecision Corporation may
reasonably request. Without limiting the scope of the foregoing,
Xxxxxxxxxxx'x services shall include:
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall not be called upon to devote more than
(100) hours in performing such services and shall not be required
to perform any services hereunder while Consultant is on vacation
or suffering from an illness.
Xxxxxxxxxxx shall report to CareDecision Corporation
president, solely.
CareDecision Corporation acknowledges that Xxxxxxxxxxx may
currently be providing services to other entities similar to
the services being provided pursuant to this Agreement and
may, as a part of this normal business, perform services and
functions similar to such services for other parties in the
future, and that Xxxxxxxxxxx may utilize such facilities,
equipment and personnel to perform such services and
functions for such other parties as he uses to perform such
services for CareDecision Corporation. Xxxxxxxxxxx'x
performance of the services described in this Agreement is
not intended to be a full time endeavor.
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2. SUPPORT. During the term of this Agreement, CareDecision
Corporation shall make available to Xxxxxxxxxxx, in connection
with his performance of consulting services under this Agreement,
reasonable access to CareDecision Corporation's business records
and other management staff.
3. CONSULTING FEE; EXPENSES. Xxxxxxxxxxx'x fee for the
consulting services rendered pursuant to this Agreement shall be
1,500,000 shares of free trading stock in CareDecision
Corporation. These shares shall be deliverable on or before
December 20, 2002.
All reasonable travel expenses incurred by Xxxxxxxxxxx
during the term of this Agreement in connection with his
performance of consulting services under this Agreement
(including, without limitation, transportation, lodging and
meals, shall be paid by CareDecision Corporation promptly
upon Xxxxxxxxxxx'x presentation of documentation of such
expenses, pre-approved, to CareDecision Corporation.
As an independent contractor, Xxxxxxxxxxx shall not
participate in, nor be eligible under, any of CareDecision
Corporation's employee benefit plans.
4. RELATIONSHIP OF PARTIES. Xxxxxxxxxxx is and shall be deemed
to be an independent contractor (and not an employee of
CareDecision Corporation) with respect to the services rendered
by him under this Agreement. CareDecision Corporation shall not
have the right to, supervise or control the manner in which
Xxxxxxxxxxx performs his duties under this Agreement nor will it
require his compliance with detailed orders or instructions. No
formal schedule of duties is contemplated by this Agreement and
Xxxxxxxxxxx will have no established office hours. Xxxxxxxxxxx
may determine the reasonable time and place of the performance of
his services; provided, Xxxxxxxxxxx will be expected to meet with
CareDecision Corporation management at mutually convenient
scheduled times on an as needed basis by mutual agreement of the
parties. No agency relationship is created by this Agreement,
and neither party shall have the right by reason of this
Agreement to act for or bind the other party in any manner,
except as expressly provided for in his Agreement.
5. CONFIDENTIALITY. Xxxxxxxxxxx acknowledges and agrees that
(a) the protection of Confidential Information is essential to
the integrity of CareDecision Corporation's business
relationships with its customers and suppliers; and (b)
Xxxxxxxxxxx' disclosure or improper and unauthorized use of
Confidential Information would harm CareDecision Corporation and
its relationships with its customers, suppliers and others.
Accordingly, as a further inducement to CareDecision Corporation
to enter into, and perform its obligations under, this Agreement,
Xxxxxxxxxxx shall maintain the confidentiality of Confidential
Information and shall not, without CareDecision Corporation's
prior written consent, directly or indirectly use, disclose or
disseminate to any other person or entity, or otherwise employ,
for personal benefit or otherwise, any Confidential Information.
INWITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
By /s/ Xxxx X. Xxxxxxxxxxx, Xx.
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Xxxx X. Xxxxxxxxxxx Xx.
Consultant
By /s/ Xxxxxx Xxx
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Xxxxxx Xxx, President
CareDecision Corporation
A Nevada Corporation
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