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Document Preview Consulting Agreement |
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Title: |
Consulting Agreement |
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Entities: |
Paradigm Medical Industries Inc.; Paradigm Medical Industries Inc. |
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Date: |
2004 |
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Size: |
Preview shows 5KB of 17KB total |
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Price: |
$40 |
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ID: |
#866537 |
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<SEQUENCE>4
<FILENAME>exhibit1028.txt
<TEXT>
1
Tim Forstrom Consulting Agreement for services starting FY 2003.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made as of April 3, 2003 ("Effective
Date") between Paradigm Medical Industries, Inc. ("the Company"), and The
Kinexsys Corporation ("the Consultant"),
WHEREAS, the Company wishes to engage Consultant as an independent contractor
for the performance of certain services, which are outlined in Exhibit A hereto
(the "Services"), and to compensate Consultant according to the terms set forth
below; and
WHEREAS, Consultant wishes to accept such engagement and to act as an
independent contractor to the Company for and with respect to the performance of
the Services.
In consideration of the foregoing premises and the promises and covenants and
representations made herein, and intending to be legally bound, the parties
hereby agree as follows:
1. Purpose. The Company desires to obtain the services of Consultant, as such
are described in the Description of Work. The Description of Work is attached
hereto as Exhibit A. Consultant will invoice the Company according to the terms
hereof, and the Company will make payment for the Services as provided. The
agreement will expire on the one-year anniversary of signing and will be
renewable at the option of both parties.
2. Compensation. In consideration of the services to be rendered by Consultant
under this Agreement, the Company shall pay to Consultant the compensation
specified in Exhibit A attached hereto and made a part hereof.
3. Scope of Work; Acknowledgment. Consultant will perform the Services on a best
efforts basis under the direction of appropriate Company personnel. The Company
will determine the general project assignment and any documentation standards to
be followed.
4. Ownership of Tangible Property Embodying Proprietary Rights. All tangible
materials embodying the Company information and intellectual property disclosed
to Consultant hereunder, shall be the sole and exclusive property of the
Company. All Tangible Property will be returned or delivered to the Company upon
the termination or expiration of the Services. Upon request by the Company, and
in any event upon termination of this Agreement for any reason, Consultant will
promptly deliver to the Company all Tangible Property belonging to the Company
then in Consultant's custody or possession or under Consultant's control.
1.
<PAGE>
5. Additional Obligations
5.1 Limits of Liability. In no event shall either party be liable
for any indirect, consequential or special damages arising
hereunder or related to their performances of this Agreement.
5.2 Arbitration. Any disputes that may arise in connection with
the provision of the Services or the interpretation or
enforcement of any term or provision of this Agreement shall
be submitted to binding arbitration under the laws of the
state of Utah, under the rules and regulations of the American
Arbitration Association in accordance with its Commercial
Arbitration Rules then in effect. The arbitrator shall apply
Utah substantive law and shall have the power to grant all
legal and equitable remedies and award compensatory (but not
punitive) damages provided by Utah law. The parties shall be
entitled to conduct discovery in accordance with Utah civil
procedure rules. The arbitrator shall prepare in writing and
provide to the parties a reasoned award including factual
findings and conclusions of law on which the decision is
based. The arbitrator shall not have the power to commit
errors of law or legal reasoning, and the award may be vacated
or corrected pursuant to Utah law for any such error. Except
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