EXHIBIT 10.1
CONSULTING AGREEMENT
THIS AGREEMENT is made effective as of this 1st day of April, 2001, by and
between EQUITY TECHNOLOGIES & RESOURCES, INC., a Delaware corporation, and
RUSBAR FINANCIAL SERVICES, INC., a Kentucky corporation.
WHEREAS, in this Agreement, the party who is contracting to receive services
shall be referred to as COMPANY, and the party who will be providing the
services shall be referred to as CONSULTANT; and,
WHEREAS, CONSULTANT has a experience in financial and banking matters, public
and media relations, marketing, medical service transactions, drug testing,
governmental relations, and experience with organizations and related technology
in the business world and healthcare industry and is willing to provide services
to COMPANY based on said training and experience, and to secure the services of
other consultants to perform similar services; and,
WHEREAS, COMPANY desires to have these services provided by Consultant; and,
NOW, THEREFORE, in consideration of the terms and conditions hereof and other
good and valuable consideration, the aforementioned parties do hereby agree as
follows:
1. DESCRIPTION OF SERVICES. Beginning on the 1st day of April, 2001,
CONSULTANT has and will provide the following services (collectively, the
"services"). CONSULTANT will offer its expertise and experience in
organizing and assisting COMPANY in areas including, but not limited to,
banking and financial matters, marketing, public and media relations, drug
testing, governmental relations, and identifying and implementing
appropriate incentive participation programs for prescribing physicians,
pharmacies, pharmaceutical companies and insurers and any other matters
pertaining to the healthcare industry.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed shall be determined by CONSULTANT and COMPANY will rely on
CONSULTANT to do whatever may be reasonably necessary to fulfill its
obligations under this agreement.
3. PAYMENT. COMPANY will pay a fee to CONSULTANT for the Services as follows:
COMPANY will pay to CONSULTANT for the Services, based on a 3-year term, a
fee of $100,000 USD per year, paid in not less than annual installments or
as the parties may agree.
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4. EXPENSES OF CONSULTANT: CONSULTANT agrees to bear the cost of its out of
pocket expenses and agrees to pay a pro-rata share of office and overhead
expenses of COMPANY, e.g. rent, telephone, postage, fed ex, copies, staff
expenses, etc. as the parties may agree from time to time.
5. RELATIONSHIP OF PARTIES. The parties understand that CONSULTANT is an
independent contractor with respect to COMPANY and not an employee. COMPANY
will not provide fringe benefits of any sort, including health insurance,
paid vacation, or any other employee benefit for CONSULTANT.
6. EMPLOYEES. The provisions of this Agreement shall also bind any employees
or associates of CONSULTANT, or other consultants who perform services for
CONSULTANT or COMPANY under the terms of this Agreement.
7. ASSIGNABILITY. The parties agree that CONSULTANT may no assign its role or
compensation in this Agreement to any third party, unless first approved in
writing by the COMPANY, which consent shall not be unreasonably withheld.
8. 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 properly acknowledged, by Federal Express, addressed as
follows:
IF for COMPANY:
EQUITY TECHNOLOGIES & RESOURCES, INC.
Xxxxx X. Xxxxxx, Xx., President & CEO
0000 Xxxxxx Xxxx.
Xxxxx 000
Xxxxxxxxx, XX 00000
IF for CONSULTANT:
RUSBAR FINANCIAL SERVICES, INC.
Xxxxx Xxxxxx, President
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
9. EXECUTION. This agreement may be signed by fax and in counterparts.
10. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
11. 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.
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12. WAIVER OF CONTRACTUAL RIGHT. The failure of either part to enforce any
provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.
13. APPLICABLE LAW. This Agreement shall be governed by and be interpreted
under the laws of the Commonwealth of Kentucky, without giving effect to
the principles of conflict of laws, with all parties agreeing that any
legal action arising from a breach of the agreement shall be brought in the
Courts of Kentucky, which shall have the exclusive venue and jurisdiction
over the subject matter and the parties to this Agreement.
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 supersedes 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.
EQUITY TECHNOLOGIES & RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx, Xx. President & CEO
RUSBAR FINANCIAL SERVICES, INC.
By: /s/Xxxxx Xxxxxx
--------------------------------------
Xxxxx Xxxxxx, President
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