CONSULTING AGREEMENT
Exhibit
10.14
THIS
AGREEMENT, made as of January 17, 2004, between EYE
CARE INTERNATIONAL, INC.,
a
Delaware corporation with offices located at 0000 X. Xxxxxxxxx Xxxxxxxxx, Xxxxx
000, Xxxxx, Xxxxxxx 00000 (hereinafter referred to as the “Company”), and Xxxx
Corporation, whose address is 000 XX 00xx
Xxxxxx,
Xxxxx 0, Xxxxxxxxx Xxxxx, XX 00000, (hereinafter referred to as
“Consultant”).
W
I T N E S S E T H
WHEREAS,
the
Company is desirous of entering into an agreement with Consultant that will
assure the Company of services of Consultant for an extended period of time;
and
WHEREAS,
Consultant is willing to enter into such an agreement.
NOW,
THEREFORE,
intending to be legally bound hereby, it is agreed by and between the parties
hereto as follows:
1.
Term
and Duties:
(a)
The
Company agrees to retain the services of Consultant, and Consultant agrees
to
provide services as Consultant, in accordance with the terms of this Agreement.
The term of this Agreement shall be for yearly periods commencing on the date
hereof and continuing for a yearly period thereafter, unless terminated by
either party hereto upon thirty (30) days written notice.
(b)
During
the term as stated above, Consultant shall provide such services to the Company,
as may be requested by the Company; shall cooperate with the management of
the
Company in the advancement of the Company’s best interests and report directly
and be responsible
to
the
Chief Executive Officer (CEO) of the Company. Consultant shall faithfully
perform the duties, within his fields of expertise, including, without
limitation, advice in connection with development and expansion of the Company’s
sales and marketing program and merger and acquisition targets and market public
relations and strategies. In consideration for Consultant’s undertaking,
Consultant shall be paid four (4) million shares of the Company’s common stock
no later than June 30, 2004, and a monthly stipend as may be mutually agreed
upon.
Consultant
shall provide the services to the Company as set forth hereinabove as an
independent contractor.
2.
Non-Competition
and Confidentiality:
(a)
Consultant
covenants and agrees that neither it nor its employees will, during the term
of
this Agreement, and for a period three (3) years thereafter, except with the
express prior written consent of the Company, directly or indirectly, whether
as
employee, owner, partner, director or officer, for its own account or for the
benefit of any person in a business in competition with the Company or
producing, distributing or marketing a product the same as or similar to a
product either existing or in the development phase of the Company.
(1)
Solicit,
divert or otherwise take away or interfere with any client of the Company,
including all clients directly or indirectly produced or generated by
Consultant.
(2)
Solicit,
divert or induce any of the Company’s employees to leave the Company or to work
for Consultant or any person with whom Consultant is connected.
(b)
If
any
portion of the covenants or agreements contained herein, or the application
thereof, is construed to be invalid or unenforceable, then the other portions
of
such covenant(s) or agreement(s) or the application thereof shall not be
affected and shall be given full
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force
and
effect without regard to the invalid or unenforceable portions. If any covenant
or agreement herein is held to be unenforceable because of the area covered,
the
duration thereof, or the scope thereof, then the court making such determination
shall have the power to reduce the area and/or duration and/or limit the scope
thereof, and the covenant or agreement shall then be enforceable in its reduced
form.
(c)
Consultant
acknowledges that its services to the Company will enable it to obtain
confidential information concerning the Company, its affiliates, if any, and
information about the trade secrets of the Company and its employees, including
but not limited to, the following: customer lists; provider lists; marketing
and
new product development plans; work in progress by the Company, whether or
not
developed; operational methods and other business affairs and methods, including
plans for future developments, not known or available to the general public
(collectively the “Confidential Information”). Consultant further acknowledges
that the services to be performed under this Agreement are of a special, unique,
unusual and extraordinary character, and that the expertise, reputation and
standing of Consultant will be developed and enhanced as a result of the
opportunities afforded to Consultant by reasons of its employment by the
Company. Accordingly, Consultant agrees that it shall not, during or subsequent
to the term of this Agreement, knowingly reveal, divulge or make known to any
person (other than the Company or any affiliate of the Company) any of the
Confidential Information.
The
Consultant shall not use for itself or disclose to others, directly or
indirectly, except to its employees on a “need-to-know” basis, any Confidential
Information and shall retain any and all Confidential Information acquired
or
developed by it during the Service Period in the strictest of confidence and
in
trust for the sole benefit of the Company, its affiliates, if any, and their
successors
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and
assigns and shall deliver promptly to the Company upon expiration or termination
of this Agreement, or at any other time the Company requests, all memoranda,
notes, records, reports and other documents (and all copies thereof) relating
to
the business of the Company, or its customers which Consultant obtained while
employed by, or otherwise serving or acting on behalf of the Company and which
the Consultant may then possess or have under his control.
For
purposes of this Agreement, in addition to the items referred to above as being
“Confidential Information,” any document designated by the Company as being
“Confidential” shall be automatically deemed to be so, and said election by the
Company shall be deemed binding, final and conclusive upon Consultant.
The
provisions of this Article 2 shall survive the termination or expiration of
this
Agreement.
5.
Miscellaneous:
(a)
Indulgences.
Neither
the failure nor any delay on the part of either party to exercise any right,
remedy, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power
or
privilege with respect to any occurrence by construed as a waiver of such right,
remedy, power or privilege with respect to any other occurrence.
(b)
Controlling
Law.
This
Agreement and all questions relating to its validity, interpretation,
performance and enforcement shall be governed by and construed in accordance
with the laws of the State of Florida, other than conflicting choice-of-law
provisions.
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(c) Notices.
All
notices, requests, demands and other communications required or permitted under
this Agreement and the transactions contemplated herein, shall be in writing
and
shall be deemed to have been duly given, made and received when delivered
against receipt, or when sent by United States Postal Service registered mail,
return receipt requested, postage prepaid, addressed as set forth
below:
(1) If
to the
Company or its Board of Directors:
EYE
CARE
INTERNATIONAL, INC.
0000
X.
Xxxxxxxxx Xxxx., Xxxxx 000
Xxxxx,
Xxxxxxx 00000
Attention:
The CEO
| (2) |
If
to the Consultant:
|
Xxxx
Corporation
000
XX
00xx
Xxx.,
Xxxxx 0
Xxxxxxxxx
Xxxxx, XX 00000
Attention:
Xxxxxx Xxxx
Any
party
may change the address to which communications or copies are to be sent by
giving notice of such change of address in conformity with the provisions of
this paragraph for the giving of notice.
(d)
Earlier
Termination
Either
party may terminate this Agreement, with or without cause, at any time, by
giving the other party thirty days written notice of such termination, the
termination date being thirty days following receipt of such notice. The
provisions of Paragraph 2 above shall survive termination of this Agreement
for
any reason.
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(e)
Binding
Nature of Agreement.
This
Agreement shall be binding upon and inure to the benefit of the Company and
it
successors and assigns, and shall be binding upon Consultant and its successors
in interest.
(f)
Provisions
Separable.
The
provisions of this Agreement are independent of and separable from each other,
and no provisions shall be affected nor rendered invalid or unenforceable by
virtue of the fact that for any reason any other or others of them may be
invalid or unenforceable, in whole or in part.
(g)
Paragraph
Headings.
The
paragraph headings in this Agreement are for convenience only, and they form
no
part of this Agreement and shall not affect its interpretation.
(h)
Assignment.
This
Agreement shall be deemed fully assignable by the Company.
(i)
Each
party hereto acknowledges receipt of an executed copy of this
Agreement.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed and delivered as of
the
date first above written.
The
foregoing Agreement is subject to the approval of the Company’s Board of
Directors.
|
XXXX
CORPORATION
|
EYE
CARE INTERNATIONAL, INC.
|
|
By:
__________________________________
|
By:
________________________________
|
|
Xxxxxx Xxxx
|
Xxxxx X. Xxxxxx, President and CEO
|
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