Exhibit 10y.
BLOCK TIME AGREEMENT
between
MedCare Technologies, Inc./XxXxxxxx.xxx. Inc.
and
Xxxxxx X. Xxxxxx
This Block Time Agreement ("Agreement") is entered into by and between MedCare
Technologies, Inc./XxXxxxxx.xxx, Inc. ("Company") and Xxxxxx X. Xxxxxx. The
effective date of this agreement is April 17, 2000.
RECITALS
Company wishes to obtain the services of Xxxxxx X. Xxxxxx to assist the Company
with, but not limited to, Internet technology evaluation and implementation,
business strategy and business model evaluation and development, and project
technical assistance detailed in 2.1.
Xxxxxx X. Xxxxxx has negotiated the terms of an agreement to provide such, with
the Company and in so doing, has agreed to the terms as set forth hereafter.
AGREEMENT
MedCare Technologies, Inc./XxXxxxxx.xxx, Inc. and Xxxxxx X. Xxxxxx hereby agree
as follows:
1. TERM OF AGREEMENT
Company hereby hires Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx accepts such
employment for a term of not less than 80 hours for the month of April,
commencing April 17, 2000 and no less than 115 hours per month for each calendar
month thereafter, terminating no sooner than October 31, 2000 unless terminated
as hereunder provided.
1.1 GENERAL PROVISIONS
1.1.1 SURVIVAL OF AGREEMENT. This agreement shall not be terminate by a
restructuring of the Company or Xxxxxx X. Xxxxxx. If either or both parties
restructure, but remain in business, this agreement shall survive.
1.1.2 LEGAL REPRESENTATION. Each party acknowledges that they have been
advised to seek and are entitled to, separate legal counsel and they have either
employed such counsel or, in the alternative, have voluntarily waived the right
to consult counsel.
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1.1.3 NOTICES. All notices and other communication provided for or permitted
hereunder shall be in writing and shall be made by hand delivery, first class
mail, or faxed, addressed as follows:
MedCare Technologies, Inc./ Xxxxxx X. Xxxxxx
XxXxxxxx.xxx, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
All such notices and communications shall be deemed to have been duly given when
delivered by hand if personally delivered; ten (10) business days after deposit
in any United States Post Office within the continental United States or Canada
Post office within Canada, and postage prepaid, if mailed; and when receipt is
acknowledged, if faxed.
1.1.4 ATTORNEY'S FEES. In the event that a dispute arises with respect to this
Agreement, the prevailing party in such dispute shall be entitled to recover all
expenses, including, without limitation, reasonable attorneys' fees and
expenses, incurred in ascertaining such party's rights or in preparing enforce,
or in enforcing, such party's rights under this Agreement, whether or not it was
necessary o such party to institute suit.
1.1.5 COMPLETE AGREEMENT OF THE PARTIES. This is the complete agreement of the
parties and it supersedes any agreement that has been made prior to this
agreement.
1.1.6 ASSIGNMENT. This Agreement is of a personal nature and may not be
assigned.
1.1.7 BINDING. This Agreement shall be binding both of the parties hereto.
1.1.8 NUMBER AND GENDER. Whenever the singular number is used in this
Agreement and when required by the context, the same shall include the plural.
The masculine gender shall include the feminine and neutral genders, and the
word "person" shall include a corporation, firm, partnership, or other form of
association.
1.1.9 GOVERNING LAW. Both parties hereby expressly acknowledge and agree that
this Agreement is entered into in the State of Illinois and, to the extent
permitted by law, this Agreement shall be construed, and enforced in accordance
with the laws of the State of Illinois.
1.1.10 FAILURE TO OBJECT NOT A WAIVER. The failure of a party to object to, or
to 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 waiver of
the violation or breach or of any future violation, breach, or wrongful conduct
until 90 days since the wrongful act or omission to act has passed.
1.1.11 UNENFORCEABLE TERMS. Any provision hereof prohibited or unenforceable
under any applicable law of any jurisdiction shall, as to such jurisdiction, be
ineffective without affecting any other provision of this Agreement. To the
full extent, however, that the provisions of such applicable law may be waived,
they are hereby waived to the end that this Agreement be deemed to be a valid
and binding agreement enforceable in accordance with its terms.
1.1.12 EXECUTION IN COUNTERPARTS. This Agreement may be executed in several
counterparts and when so executed shall constitute one agreement binding on all
the parties, notwithstanding that all parties are not signatory to the original
and same counterpart.
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1.1.13 FURTHER ASSISTANCE. From time to time, each party shall execute and
deliver such further instruments and shall take such other action as any other
party may reasonably request in order to discharge and perform their obligations
and agreements hereunder and to give effect to the intentions expressed in this
Agreement.
1.1.14 INCORPORATION BY REFERENCE. All exhibits referred to in this Agreement
are incorporated herein, in their entirety by such reference.
1.1.15 CROSS REFERENCES. All cross-references in this Agreement, unless
specifically directed to another agreement or document, refer to provisions in
this Agreement, and shall not be deemed to be references to any other agreements
or documents.
1.1.16 MISCELLANEOUS PROVISIONS. The various headings and numbers herein and
the groupings of provisions of this Agreement into separate divisions are for
the purpose of convenience only and shall not be considered a part hereof.
1.1.17 DELAY OF DUTIES. Xxxxxx X. Xxxxxx will not be liable for any delay due
to circumstances beyond control, including work of employees, casualty, or
unavailability of access to hardware, software, or any other such essential
component deemed critical to the execution of duties.
1.1.18 FAILURE TO PAY. In the event the Company fails to pay any periodic or
installment payment due hereunder, Xxxxxx X. Xxxxxx may cease said support
without breach pending payment or resolution or any dispute, threatened or
active.
2. SERVICES OF Xxxxxx X. Xxxxxx.
2.1 SERVICES DEFINED. Xxxxxx X. Xxxxxx agrees to provide to MedCare
Technologies, Inc./XxXxxxxx.xxx, the following services:
115 hours of strategic consulting & management time per month to be used
throughout the term of this agreement, with the exception of the month of
April, where the total billable hours shall be limited to 80 hours. During the
term of this agreement, Xxxxxx X. Xxxxxx shall conduct the following tasks:
- Integration and development of hardware, connectivity and software for
XxXxxxxx.xxx;
- Database architecture design and development for Internet application of
XxXxxxxx.xxx;
- Testing of hardware, connectivity and software
- Successful launch of data center or, in the alternative, appropriate co-
hosting/co-location service(s)
- Identify, develop, and integrate specific marketing mechanisms in order to
enhance site traffic and generate public awareness
- Identify, install, and from time to time re-direct, efforts to ensure
optimum search engine placement
- Conduct necessary competitive analysis/comparative research in order to
build and launch industry-related co-brand relationships
- Initiate Internet business development program for XxXxxxxx.xxx
- Perform additional projects that may arise during the term of this
agreement which are necessary to grow and maintain XxXxxxxx.xxx
- Engage in necessary travel, not to exceed 5 (five) days per calendar month,
accumulatively
2.2 SUBCONTRACTORS. Xxxxxx X. Xxxxxx may, at discretion, engage subcontractors
to perform work hereunder, provided Xxxxxx X. Xxxxxx will pay said
subcontractors and, in all instances, remain responsible for completion of this
agreement.
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2.3 HOURS. Xxxxxx X. Xxxxxx, upon completion of the Block Time hours referred
to herein (115 hours/month, save and except the month of April whereby the total
billable hours shall not be fewer than nor greater than 80 hours) shall charge
at the rates of $250.00 per hour, providing at all times, supporting
documentation detailing necessity of additional time, beyond the hours agreed to
herein.
3. NECESSARY SERVICES
3.1 PERFORMANCE OF DUTIES. Xxxxxx X. Xxxxxx agrees that all work including,
but not limited to, contractors, subcontractors, employees, agents and
representatives thereof, shall be performed by individuals authorized to perform
said work. This work will entail at all times, faithfully, industriously, and
to the best of their ability, experience, and the talents, all of the duties
that may reasonably be assigned to them hereunder and, shall devote such time to
the performance of such duties as may be necessary therefor.
4. COMPENSATION
In consideration for the services required, the Company agrees to compensate
Xxxxxx X. Xxxxxx as follows:
4.1 PAYMENT. Company shall pay to Xxxxxx X. Xxxxxx the sum of $250 per hour,
with initial payment due and payable upon execution of this agreement, and each
subsequent payment due no later than the first day of each calendar month
thereafter. Company hereby agrees to expeditiously wire-transfer funds no later
than the first day of each calendar month for the term of this agreement upon
execution of the same.
4.2 CURRENCY. All payments including, but not limited to, reimbursement for
real expenses, out-of-pocket expenses, incidentals and sum total of monies due
within the terms defined in 4.1 shall be payable in US Funds.
4.3 EXPENSE REIMBURSEMENT. The Company shall reimburse Xxxxxx X. Xxxxxx for
any out-of-pocket and real expenses, to include but not limited to, parts and
supplies, hardware, software, peripherals, storage media, cable, licensing fees
incurred in connection with the negotiation and execution of this Agreement and
the performance of services required of Xxxxxx X. Xxxxxx, hereunder. Any and/or
all expenses exceeding $250.00 shall require Company approval with a valid
purchase order issued for the same.
5. INDEPENDENT CONTRACTOR. In performing services and duties hereunder, Xxxxxx
X. Xxxxxx and any person or persons acting on behalf of Xxxxxx X. Xxxxxx shall
do so as independent contractors and are not, and are not to be deemed,
employees or agents of the Company or any other person acting on behalf of the
Company.
6. REMEDY FOR BREACH
Xxxxxx X. Xxxxxx and the Company agree that they shall attempt to settle any
claim or controversy arising out of this Agreement through consultation and
negotiation in the spirit of mutual friendship and cooperation. If any such
attempts should fail, then the dispute shall first be submitted to a mutually
acceptable neutral advisor having expertise in the area of the dispute for
initial fact finding and mediation. Neither party shall unreasonably withhold
acceptance of such an advisor, and selection of such an advisor shall be made
within 45 days after written notice by one of the parties of such fact finding
and mediation. The cost of such fact finding and mediation, and of all other
subsequent alternative dispute resolution agreed upon by the parties, shall be
shared equally by Company and Xxxxxx X. Xxxxxx. Any dispute which the parties
cannot so resolve between themselves in good faith within six (6) months of the
date of the initial demand in writing by either party for such fact finding
shall be finally determined by a court within the State of Illinois.
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7. TERMINATION
7.1 CAUSES FOR TERMINATION. This Agreement shall terminate immediately upon
the occurrence of any one of the following events.
7.1.1 The expiration of the term hereof, being defined as October 31, 2000;
7.1.2 The written agreement of both parties;
7.1.3 Circumstances that make it impossible for the business of Xxxxxx X.
Xxxxxx to be continued;
7.1.4 Circumstances that make it impossible for the business of MedCare
Technologies, Inc./XxXxxxxx.xxx, Inc. to be continued;
7.1.5 Xxxxxx X. Xxxxxx'x breach of duties hereunder, unless waived by the
Company;
7.1.6 Company's breach of duties hereunder, unless waived by Xxxxxx X. Xxxxxx.
7.2 COMPENSATION UPON TERMINATION. Unless otherwise mutually agreed in writing
by the parties, the termination of this Agreement due to any cause other than
that specified in subsection 7.1.4 shall not relieve the Company of its
obligation to make any payment.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
written above.
MEDCARE TECHNOLOGIES, INC./
XXXXXXXX.XXX, INC.
/s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx
CEO & President
MedCare Technologies, Inc./
XxXxxxxx.xxx, Inc.
XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
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