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General Consulting Agreement

Consulting Services Agreement

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Anson Group, LLC | TechniScan Medical Systems, Inc

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Title: General Consulting Agreement
Governing Law: Indiana     Date: 10/16/2009

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Exhibit 10.7

General Consulting Agreement

This Agreement is by and between TechniScan Medical Systems, Inc., 1011 Murray Holladay Road, Suite 130, Salt Lake City, Utah 84117 (hereafter referred to as “Client”) and The Anson Group, L.L.C., (hereinafter referred to as “Anson”), 11460 N. Meridian Street, Suite 150, Carmel, Indiana 46032, a limited liability company organized under the Laws of Indiana.

NOW THEREFORE, For the mutual covenants and valuable consideration expressed herein, the parties hereby agree as follows:



Purpose and Scope of Agreement


A. 1.


Purpose —Client wishes to secure the advice and services available from Anson in matters relating to Client’s business, and Anson agrees, during the Term of this Agreement, to provide or arrange such services as Client may request.



A. 2.


Scope of Agreement — Anson’s relationship with Client is that of an independent consultant, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Neither party is authorized to make any representation, contract or commitment on behalf of the other party, unless specifically authorized in writing to do so by the other party.




Project Assignments


B. 1.


The specific responsibilities undertaken by Anson under this Agreement shall be described in Project Assignments, which shall become part of this Agreement when approved by the parties in writing. The Initial Project Assignment is attached to this Agreement as Exhibit A.




Responsibilities of Client


C. 1.


Client shall be responsible for providing Anson with such documentation and technical, clinical, or business information as Anson may need in order to perform the services specified in this Agreement. Client shall be responsible to assure that any and all information and documentation provided to Anson is accurate and







TechniScan Medical Systems — General Consulting Agreement










complete, and is provided to Anson in the form and within the time limits necessary for Anson to comply with its obligations hereunder.



Consulting Fees & Payments





Consulting fee, invoicing and payment terms shall be in accordance with the provisions of this section, except as otherwise provided in Project Assignments, which may specify hourly, daily, fixed-fee or retainer fee arrangements.





Retainer Fee arrangements that are agreed upon in Project Assignments shall specify a monthly maximum for the number of consulting hours to be provided by Anson. Additional consulting time requested by the Client (Excess Hours) shall be invoiced at rates set forth in a fee schedule to be provided to Client, unless otherwise specified in the Project Assignment.



D. 3


Expenses — Client shall reimburse Anson for reasonable expenses incurred in performing the services defined herein, including, but not limited to, airplane travel, copying, printing, freight, postage and supplies.



D. 4


Invoices and Payments — Anson shall invoice Client monthly for services provided and expenses incurred under this Agreement. Anson shall provide reasonable documentation for expenses invoices. Client agrees to pay such invoices within thirty (30) days of receipt. Invoices may contain additional standard or specific payment terms and conditions.



Non-Disclosure of Confidential Information



E. 1.


As part of this Agreement, Anson will execute and abide by the Client Confidentiality and non-disclosure Agreement attached hereto as Exhibit B. Exhibit B shall be fully incorporated by reference herein.



E. 2.


This section E shall survive the termination of this Agreement and shall constitute a post-termination obligation of the Parties



Term and Termination



F. 1.


Term — This Agreement is effective as of the date of the last signature required as set forth below and will terminate on the date set forth in the Project Assignment, unless terminated earlier as set forth below.






TechniScan Medical Systems — General Consulting Agreement









F. 2.


Termination without Cause — Except as otherwise provided in a Project Assignment, either Party may terminate this Agreement upon thirty (30) days prior written notice to the other Party.



F. 3.


Termination for Cause — Either Party may terminate this Agreement, at any time, if the other Party breaches the Agreement and fails to correct the breach within thirty (30) days of receipt of written notice from the non-breaching Party.



F. 4.


Payment — Client agrees to pay all invoices for consulting services provided and expenses that were provided or incurred by Anson under this Agreement prior to the effective date of Termination whether invoiced or not. This section F.4 shall survive the termination of this Agreement and shall constitute a post-termination obligation of the Client.






G. 1.


Successors — All the terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of each party. Neither party may assign this agreement without the consent of the other party, which shall not be unreasonably withheld





Entire Agreement — This Agreement, and all exhibits and attachments as defined or described herein, set forth the entire agreement and supercedes all prior agreements and understandings, written and oral, between the parties with respect to the services provided under this Agreement.



G. 3.


Governing Law — The parties agree and understand that this Agreement and all documents executed pursuant thereto shall be interpreted and enforced in accordance with the laws of the State of Indiana, USA, notwithstanding any state’s choice of all rules to the contrary. Further, Anson will abide by the laws of the United States, or the laws of the state of Indiana, in performance of its obligations under this agreement.



G. 4.


Severability — In the event that any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provision will nevertheless continue in full force.



G. 5.


Non-Waiver — The failure by any party at any time to require performance of any provision hereof shall not affect its right later to require such performance.





Limitation of Liability — Except for breaches of confidentiality as provided in the attached Confidentiality Agreement between Client and Anson,







TechniScan Medical Systems — General Consulting Agreement










Client agrees that Anson’s damages for liability, adjudicated to be the responsibility of Anson, for claims by Client or any third party which are related to any activities Anson undertakes hereunder, shall be limited to the amount which is the lesser of (1) the amounts covered by any third party commercial insurance policy maintained by Anson or (2) the amount equal to the sum of payments made to Anson within the preceding calendar year for the specific services from which the claim arose.


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