Exhibit 10.11
CONSULTING
AGREEMENT
This Consulting Agreement (this
“ Agreement ”) dated as of January 5, 2009
(the “ Effective Date ”), is made by and
between Power Medical Interventions, Inc., a Delaware
corporation (the “ Company ”), and John
P. Gandolfo (the “ Consultant
”).
WHEREAS, the Company desires to
engage the Consultant to perform consulting services on behalf of
the Company and the Consultant desires to perform such services on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of
the premises and the mutual covenants set forth herein the parties
hereby agree as follows:
1.
Consulting Services
.
(a)
The Company hereby retains the
Consultant and the Consultant hereby agrees to perform such
consulting and advisory services as the Company may request on a
non-exclusive basis, including those set forth in Schedule A
and such other services as may be mutually agreed upon by
Consultant and the Company from time to time (the “
Consulting Services ”). .
(b)
The Consultant agrees to make
himself available to render the Consulting Services, at such times
and locations as may be mutually agreed, from time to time as
requested by the Company. The Consultant may deliver the
Consulting Services over the telephone, in person or by written
correspondence. Notwithstanding the foregoing, the Consultant
shall not be required to devote more than an average of forty hours
per quarter to the performance of the Consulting
Services.
(c)
The Consultant agrees to devote his
best efforts to performing the Consulting Services. The Consultant
shall comply with all rules, procedures and standards promulgated
by the Company with regard to the Consultant’s access to and
use of the Company’s property, information, equipment and
facilities.
2.
Compensation
. In consideration of
Consulting Services performed, the Company shall pay the Consultant
$2,000 per month. The Consultant agrees to invoice the
Company monthly for all amounts due pursuant to this
Section 2, and the Company shall pay all amounts due within
thirty (30) days of the date of the invoice.
3.
Expenses . The Company will reimburse the
Consultant for such reasonable business expenses as are incurred by
the Consultant in the performance of Consulting Services for the
Company.
4.
Independent Contractor
. In furnishing the Consulting
Services, the Consultant understands that he will at all times be
acting as an independent contractor of the Company and, as such,
will not be an employee of the Company. Nothing in this
Agreement shall be construed to create any duty to, standard of
care with reference to, any liability to, or any right of suit or
action in, any person not a party to this Agreement. Without
limiting the generality of the
