Service Agreement (Consulting)
Exhibit
10.2
THIS
SERVICE AGREEMENT dated this 2nd
day of December,
2002
BETWEEN:
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MEDirect
Latino Inc.
of 000 XX 00xx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx, 00000
(the
"Customer")
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AND -
Xxxxxxx
X. Xxxxxxxx and/or assigned
of
000 XX 00xx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx, 00000
(the
"Service
Provider")
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BACKGROUND:
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A.
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The
Customer carries on a business primarily consisting of MEDirect Latino
is
a provider of direct-to-consumer Medicare reimbursed medical products
focused exclusively on chronic diseases afflicting the rapidly growing
Hispanic community in the United States. The Company’s current focus is
the distribution of products for the treatment of Type I & II
diabetes.
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B.
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The
Customer is of the opinion that the Service Provider has the necessary
qualifications, experience and abilities to provide services in connection
with the business of the Customer.
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C.
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The
Service Provider is agreeable to providing such services to the Customer,
on the terms and conditions as set out in this Agreement.
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IN
CONSIDERATION OF
the
matters described above and of the mutual benefits and obligations set forth
in
this Agreement, the receipt and sufficiency of which consideration is hereby
acknowledged, the parties to this Agreement agree as follows:
Engagement
1. The
Customer hereby agrees to engage the Service Provider to provide the Customer
with services consisting of Business Consulting; introduction to fundraising
services, capital stock structure, and research and business plan writing,
and
such other services as the Customer and the Service Provider may agree upon
from
time to time (the "Services"), and the Service Provider hereby agrees to provide
the Services to the Customer.
Term
of Agreement
2. The
term
of this Agreement will begin on the date of this Agreement and will remain
in
full force and effect for a period of 10 years subject to earlier termination
as
otherwise provided in this Agreement, with the said term being capable of
extension at the will of Service Provider having notified Customer in writing
within 180 days of the termination date.
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Performance
3. Both
parties agree to do everything necessary to ensure that the terms of this
Agreement take effect.
Compensation
4. For
the
Services provided by the Service Provider under this Agreement, the Customer
will pay to the Service Provider compensation in the following manner. Year
One
(1), shall be at $60,000.00 dollars per year, until such time as the Customer
enters into Operations at which time the Compensation to Service Provider shall
be at a base rate of $120,000.00 per year, for the first year Customer is
Operational or any part thereof. Should Customer become Operational during
any part of any year, Service Provider is hereby deemed to have earned the
Compensation for that year. Preceding year Compensation will be, $160,000.00,
and shall increase at a rate of $40,000.00 per year or 3% of gross sales
whichever is greater, at the option of Service Provider. Compensation will
be
payable with the following frequency. Compensation from Customer to Service
Provider shall be in 52 equal payments during the year in which Compensation
is
deemed to have been earned. Customer shall not withhold Service Providers
Compensation for any reason, either for cause, or without cause. The
Customer is entitled to deduct from the Service Provider's compensation any
applicable deductions and remittances as required by law.
Late
Penalties
5. The
following penalties will be imposed on the Customer for failing to pay the
Service Provider in a timely fashion. In the event Customer is unable to perform
under the terms of the Agreement, Service Provider shall be entitled to the
greater of three times the value of the Agreement in its entirety as liquidated
damages. Service Provider may at Service Providers option accept additional
shares of Customers Preferred or Common Stock to offset Compensation, such
Shares shall be a $0.05 per Share, but will in no way expose Service Provider
to
any Capital Gains or Tax consequences. Customer will be responsible for any
tax
implications imposed on Service Provider as a result of Customers inability
to
perform.
Additional
Compensation
6. The
Customer will provide additional compensation as follows. Service Provider
shall
additionally be Compensated each year 500,000 shares of stock in the form of
a
stock options. Such Options shall be at par value. Customer shall not undertake
any Stock Option Plan without the full approval of Service Provider. If such
Plan is approved without the agreement of Service Provider, Customer shall
immediately be deemed in default of this Agreement and be responsible for a
one
time payment to Service Provider of $25,000,000.00 and 5 million
Shares.
Expenses
7. The
Service Provider will be reimbursed for the following expenses incurred by
the
Service Provider in connection with providing the Services hereunder: Customer
shall be responsible for all expenses which the Service Provider deems necessary
in the execution of its responsibilities. The Service Provider will furnish
statements and vouchers to the Customer for all such expenses.
Provision
of Amenities
8. The
Customer agrees to provide, for the use of the Service Provider, the following
amenities: Customer shall provide Service Provider with, but not limited to,
the
following, for the life of this Agreement: (i) Executive Assistant at Customer
headquarters; (ii)Housing expense of $4,000.00 per month; (iii)Vehicle of the
Service Providers choice including maintenance, fuel, registration and
insurance; (iv) All cellular and telephone charges; (v)Full health and medical
coverage as similar to Blue Cross of Florida; (vi) Life insurance in the amount
of $5,000,000.00 for the benefit of Service Providers choice; (vii) All attorney
and accounting fees as a result of this Agreement; (viii) One computer, yearly,
at the will and specifications of Service Provider; (ix) All expenses necessary
to equip and maintain a satellite office of the specifications provided by
Service Provider. Additional items not specified shall be provided to the
Customer in writing, Customer shall not withhold agreement of additional items
if such items are deemed necessary at the will of Service Provider. Customer
shall pay for such extras as invoices are due and payable, further Customer
shall provide Corporate guarantees when necessary to facilitate any and needs
Service Provider deems necessary to fulfill its contractual obligations under
this Agreement.
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Legal
Expenses
9. In
the
event that legal action is brought to enforce or construe any term of this
Agreement, the Service Provider will be entitled to recover, in
addition to any other damages or award, all reasonable legal costs and fees
associated with the action. Customer shall not seek to recover any legal
expenses, damages or awards against Service Provider in connection with this
Agreement.
Notice
10. All
notices, requests, demands or other communications required or permitted by
the
terms of this Agreement will be given in writing and either served personally,
by facsimile or by registered mail. The addresses for any notice to be delivered
to any of the parties to this Agreement are as follows:
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a.
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MEDirect
Latino Inc., 000 XX 00xx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx, 00000,
000-000-0000, or other, as updated from time to time as
necessary.
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b.
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Xxxxxxx
X. Xxxxxxxx and/or assigned, 000 XX 00xx Xxxxx, Xxxx Xxxxxxxxxx,
Xxxxxxx,
00000, or other, as updated from time to time as
necessary.
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or
to
such other address as to which any party may from time to time notify the
other.
Enurement
11. This
Agreement will enure to the benefit of and be binding on the heirs, executors,
administrators and upon the successors and assigns of MEDirect Latino
Inc.
Titles/Headings
12. Headings
are inserted for the convenience of the parties only and are not to be
considered when interpreting this Agreement.
Gender
13. Words
in
the singular mean and include the plural and vice versa. Words in the masculine
mean and include the feminine and vice versa.
Confidentiality
14. The
Customer acknowledges that a material term of the Agreement with the Service
Provider is to keep all confidential information belonging to the Service
Provider absolutely confidential and protect its release to the public. The
Customer agrees not to divulge, reveal, report or use, for any purpose, any
confidential information which the Customer has obtained or which was disclosed
to Customer the by the Service Provider.
15. The
obligation to protect the confidentiality of the Service Provider's confidential
information will survive the termination of this Agreement and will continue
indefinitely.
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a.
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The
Customer may disclose any of the confidential information;
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b.
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to
a third party where the Service Provider has consented in
writing to such disclosure; and
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c.
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to
the extent required by law or by the request or requirement of any
judicial, legislative, administrative or other governmental body.
However,
the Customer will first have given prompt notice to the Service
Provider of any possible or prospective order (or proceeding pursuant
to which any order may result), and the Service Provider will
have been afforded a reasonable opportunity to prevent or limit any
disclosure.
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Non-Competition
16. Other
than with the express written consent of the Service Provider, which will not
be
unreasonably withheld, the Customer will not, during the continuance of this
Agreement or within 5 years after the termination of this Agreement, be directly
or indirectly involved with a business which is in direct competition with
the
particular business line of the Service Provider.
17. For
a
period of 5 years from the date of termination of this Agreement, the Customer
will not divert or attempt to divert from the Service Provider any
business the Service Provider had enjoyed, solicited, or attempted to
solicit, from other individuals or corporations, prior to termination of this
Agreement.
Non-Solicitation
18. Any
attempt on the part of the Customer to induce others to leave the Service
Provider's employ, or any effort by the Customer to interfere with the Service
Provider's relationship with its employees or other service providers would
be
harmful and damaging to the Service Provider. The Customer agrees that during
the term of this Agreement and for a period of 5 years after the end of the
term, the Customer will not in any way, directly or indirectly:
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a.
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Induce
or attempt to induce any employee or other service provider of
the Service Provider to quit employment or retainer with the
Service Provider;
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b.
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otherwise
interfere with or disrupt the Service Provider's relationship with
its
employees or other service providers;
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c.
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discuss
employment opportunities or provide information about competitive
employment to any of the Service Provider's employees or other service
providers; or
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d.
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solicit,
entice, or hire away any employee or other service provider of the
Service
Provider.
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Assignment
19. The
Service Provider may assign or otherwise transfer the obligations incurred
pursuant to the terms of this Agreement without the prior written consent of
the
Customer.
Capacity/Independent
Contractor
20. It
is
expressly agreed that the Service Provider is acting as an independent
contractor and not as an employee in providing the Services hereunder. The
Service Provider and the Customer acknowledge that this Agreement does not
create a partnership or joint venture between them.
Modification
of Agreement
21. Any
amendment or modification of this Agreement or additional obligation assumed
by
either party in connection with this Agreement will only be binding if evidenced
in writing signed by each party or an authorized representative of each
party.
Time
of the Essence
22. Time
will
be of the essence of this Agreement and of every part hereof. No extension
or
variation of this Agreement will operate as a waiver of this
provision.
Entire
Agreement
23. It
is
agreed that there is no representation, warranty, collateral agreement or
condition affecting this Agreement except as expressed in it.
Severability
24. In
the
event that any of the provisions of this Agreement are held to be invalid or
unenforceable in whole or in part, all other provisions will nevertheless
continue to be valid and enforceable with the invalid or unenforceable parts
severed from the remainder of this Agreement.
Additional
Clauses
25. All
materials generated as a result of this Agreement are the property of the
Service Provider and may be disposed of, sold, disclosed, duplicated or other,
at the will of the Service Provider.
26. Customer
may not seek to retain any attorney, accountant or consultant in the enforcement
of this Agreement which is currently, or formerly, working for or worked for
in
any capacity for the Customer. It is expressly understood that all attorneys,
accountants or consultants who are employed, retained or consulted are working
for, and at the will of Service Provider. Further it is understood if Service
Provider needs to enforce any provision in this Agreement, Customer shall
immediately pay any and all attorney, accounting or other fees identified by
Service Provider as necessary in connection with this action.
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Currency
27. Unless
otherwise provided for, all monetary amounts referred to herein will be paid
in
US dollars.
Termination
of Agreement
28. The
Service Provider may terminate this Agreement at any time by giving the Customer
30 days written notice.
29. The
obligations of the Service Provider under this Agreement will terminate upon
the
earlier of the Service Provider ceasing to be engaged by the Customer or the
termination of this Agreement by the Customer or the Service
Provider.
Governing
Law
30. It
is the
intention of the parties to this Agreement that this Agreement and the
performance under this Agreement, and all suits and special proceedings under
this Agreement, be construed in accordance with and governed, to the exclusion
of the law of any other forum, by the laws of the State of Florida, without
regard to the jurisdiction in which any action or special proceeding may be
instituted.
IN
WITNESS WHEREOF the parties have duly executed this Service Agreement this
2nd
day of
December,
2002.
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(SEAL)
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per:
/s/ Xxxxx
X. Xxxxxxx
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Xxxxx
X. Xxxxxxx
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/s/
Xxxxxxx
X. Xxxxxxxx
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Xxxxxxx
X. Xxxxxxxx
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