EXHIBIT 10.1
PROFESSIONAL CONSULTING AGREEMENT
BETWEEN THE REGISTRANT AND XXXXXX XXXXXXX
PROFESSIONAL CONSULTING AGREEMENT
THIS PROFESSIONAL CONSULTING AGREEMENT is made this _____ day of
December, 1996, by and between XXXXXX XXXXXXX ("Consultant"), and TRIANGLE
IMAGING GROUP, INC. ("Client"), a Florida corporation with principal offices
located at 00 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxx Xxxx 00000.
WHEREAS, Consultant renders computer services, and will assist Client
in systems integration and software development for Client's newly acquired
subsidiary; and
WHEREAS, 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 will provide such services to Client;
NOW THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:
1. Information to be Furnished by Client. Client shall furnish
Consultant with current public information about Client, including any and all
statements and reports filed by Client with the United States Securities and
Exchange Commission, its most recent Annual Report to Shareholders and shall
also provide any other public information reasonably requested by Consultant
("Client Information"). Client shall not provide to Consultant any confidential
or non-public information concerning Client, and any and all information
concerning Client provided to Consultant by Client shall be deemed
nonconfidential and public.
2. Services to be Provided by Consultant.
Consultant will provide computer services and consultation to
Client through December 1997 as requested by the Client in consideration of the
compensation provided under this Agreement.
3. Compensation for Services. In consideration of Consultant's
provision of services described in paragraph 2, Client's Board of Directors
shall authorize the issuance of 125,000 shares of the Corporation's common stock
("Shares"). Additional shares may be registered for future services not
contemplated by this Agreement. An amount of shares shall be sold on a monthly
basis for the purpose of paying $5,000 to Consultant for services. The Company
will retain control of the shares and has the right to withdraw the registration
of shares not sold for the benefit of the Consultant in the event the services
to be provided have not been performed.
4. Term and Termination. This Agreement shall become effective as of
the date written above, and shall remain in effect until November 1997
("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.
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. 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.
6. Miscellaneous. 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 Palm Beach
County, Florida.
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.
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
wavier of the violation or breach, or of any future similar violation or breach.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer, or as to an individual
party, has executed this Agreement in his own hand, as of the date first written
above.
TRIANGLE IMAGING GROUP, INC.
By: /s/_Vito Bellezza ______
Xxxx Xxxxxxxx, President
/s/Xxxxxx Secreto_______
Xxxxxx Xxxxxxx, Consultant
