CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is made and entered into by and between MEDSTRONG INTERNATIONAL CORPORATION, a Delaware USA corporation (the "Company"), and RALEIGH MARKETING COMMUNICATIONS, INC., a company incorporated in the Province of Ontario, Canada (“Consultant"), effective this 2 nd day of February 2007.
WHEREAS, the Company desires Consultant's services with respect to the technology development of the Company, and Consultant agrees to provide such advice and services to the Company through a consulting relationship with the Company.
NOW THEREFORE, in consideration of the mutual obligations specified in this Agreement, the parties agree to the following:
1. CONSULTING SERVICES ENGAGEMENT. The Company hereby retains Consultant, and Consultant hereby accepts such retention, to perform consulting services for the Company as set forth herein.
(a) SCOPE. Consultant shall provide consulting services ("Services") to the Company as defined in Exhibit A attached hereto. Consultant shall begin providing Services on February 1, 2007 (the "Start Date").
(b) PERFORMANCE AND TIME COMMITMENT. Consultant shall render the Services on a basis to be mutually agreed upon by Consultant and the Company.
(c) PROFESSIONAL STANDARDS. The manner and means used by Consultant to perform the Services desired by the Company are in the discretion and supervision of the Chief Executive Officer of the Company. Consultant's Services, and the results thereof, will be performed with and be the product of the highest degree of professional skill and expertise.
(d) INDEPENDENT CONTRACTOR STATUS. It is understood and agreed that Consultant is an independent contractor, is not an agent or employee of the Company, and is not authorized to act on behalf of the Company. Consultant agrees not to hold itself out as, or give any person any reason to believe that it is, an employee, agent, or partner of the Company. Consultant’s employees will not be eligible for any employee benefits, nor will the Company make deductions from any amounts payable to Consultant for taxes or insurance. All payroll and employment taxes, insurance, and benefits of Company’s employees shall be the sole responsibility of Consultant. Consultant retains the right (as limited in Section 3) to provide services for others during the term of this Agreement and is not required to devote its services exclusively for the Company.
(a) In consideration of Consultant's provision of the Services, the Company shall pay Consultant consulting fees in an amount equal to $10,500 per month.
(b) The Company shall reimburse Consultant for pre-approved expenses actually incurred by Consultant in performing the Services, including but not limited to travel and accommodation expenses, so long as such expenses are reasonable and necessary as determined by the Company. Consultant shall maintain adequate books and records relating to any expenses to be reimbursed and shall submit requests for reimbursement in a timely manner and form acceptable to the Company. The Company shall not be responsible for reimbursement of expenses for which Consultant fails to provide documentation deemed adequate by the Company.
(c) Consultant will provide the Company a monthly statement indicating all fees and expenses for the prior month. The Company will pay Consultant the amounts indicated in the statement in a manner mutually agreed upon by the Company and Consultant.
3. NO CONFLICT OF INTEREST; NON-COMPETE.
(a) During the term of this Agreement, Consultant will not accept work, enter into a contract, or accept an obligation from any third party, inconsistent or incompatible with Consultant's obligations, or the scope of Services rendered for Company under this Agreement. Consultant warrants that there is no other contract or duty on its part inconsistent with this Agreement. Consultant agrees to indemnify the Company from any and all loss or liability incurred by reason of the alleged breach by Consultant of any services agreement with any third party.
(b) While providing Services to the Company and for the period of one (1) year thereafter, unless otherwise agreed to in writing by the Company, Consultant and its employees, officers and directors, shall not, directly or indirectly, engage in any business directly competitive with the Company in regards to the scope of the Company’s announced business and planned business made known to Consultant. Directly or indirectly engaging in any competitive business includes, but is not limited to, (i) engaging in a business as owner (except as a minority shareholder in a publicly traded business), partner, or agent, (ii) becoming an employee of any third party that is engaged in such business, (iii) becoming interested directly or indirectly in any such business; or (iv) facilitating any other party to do any of the foregoing.
4. MAINTAINING CONFIDENTIAL INFORMATION.
(a) COMPANY INFORMATION. During the term of this Agreement and in the course of Consultant's performance hereunder, Consultant may receive or otherwise be exposed to confidential and proprietary information relating to the Company's technology, including know-how, data, copyrights, inventions, trade secrets, developments, plans business practices, and strategies. Such confidential and proprietary information of the Company (collectively referred to as "Information") may include but not be limited to: (i) confidential and proprietary information supplied to Consultant with the legend "Company Confidential" or equivalent; (ii) the Company's marketing and customer support strategies, financial information (including revenue, costs, profits and pricing methods), internal organization, employee information, and customer lists; (iii) the Company's technology, including, inventions, development efforts, data, software, trade secrets, processes, methods, product and know-how and show-how; (iv) all derivatives, improvements, additions, modifications, and enhancements to any of the above, including any such information or material created or developed by Consultant under this Agreement; and (v) information of third parties as to which the Company has an obligation of confidentiality.
Consultant acknowledges the confidential and secret character of the Information and agrees that the Information is the sole, exclusive and extremely valuable property of the Company. Accordingly, Consultant agrees not to reproduce any of the