EXHIBIT
10.34
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.
RECITALS
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.
2.
COMPENSATION.
(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
