EXHIBIT 10.23
SERVICE AGREEMENT
This
Agreement , dated as of
February 1, 2008 is entered into by Rivertek Medical Systems, Inc.,
a Minnesota Corporation with offices located at 3550 Lexington Ave.
No. #209, St. Paul, MN 55126 (hereinafter referred to as
“Rivertek”), and Scivanta Medical Corporation, a Nevada
Corporation with offices located at 215 Morris Avenue
Spring Lake, NJ 07762, (hereinafter referred to as
“Scivanta”),
RECITALS
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Rivertek has
expertise in providing services of the types described in Exhibit A
(“Services”).
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Scivanta has
the need for such Services.
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Rivertek
desires to provide Scivanta with personnel to provide such
Services.
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Scivanta
desires to have personnel of Rivertek available to provide such
Services.
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AGREEMENT
Article I
Section
1.01. Employees . Individuals who perform Services
for and on behalf of Rivertek in an employer-employee relationship
to Rivertek.
Section
1.02. Consultants . Individuals who perform Services
for or on behalf of Rivertek in the capacity of an independent
Consultant to Rivertek.
Section
1.03. Person or Personnel . Both Employees and
Consultants.
Section
1.04. Confidential Information
means all confidential data,
specifications,
ideas,
know-how, designs, code, writings, technology, plans and other
information of Scivanta and its Clients, or of another person which
have been entrusted to Rivertek. Results (as defined
below) generally are Confidential Information.
Section
1.05. Scivanta Materials means all physical embodiments of Confidential
Information (such as in documents or computer tapes, or physical
objects such as prototypes or models), and all other Scivanta
physical property (such as hardware, equipment, supplies and
tools).
Section
1.06. Rights means ownership of intellectual property rights
(patents, patent applications, copyrights, trademarks, service
marks, mask work rights, “moral rights,” and trade
secrets) in Confidential Information and in Results. If
“moral rights” cannot legally be transferred to
Scivanta, where this Agreement requires transfer of “moral
rights” to Scivanta, this shall be construed to require the
owner of the “moral rights” to waive them and to
consent to any Scivanta action which would violate the “moral
rights.”
Section
1.07. Results means all results of the Services including all
data, ideas, information, tangible results, all documentation, and
all Technology/Writings.
Section
1.08. Technology/Writings means any aspect of the Results in which one can
have Rights (e.g., inventions/patents; working of
authorship/copyrights; know-how/trade secrets).
Article II
Section
2.01. Services Provided . During the term of this Agreement,
Rivertek shall provide as requested by from time-to-time Services
as described in Exhibit A and such additional Services requested by
Scivanta. For all services requested of Rivertek,
Scivanta shall submit to Rivertek written instructions describing
the requested services. The terms set forth in the
written instructions not inconsistent with the terms of this
Agreement, if accepted by Rivertek, shall then form a part of this
Agreement. The terms of this Agreement shall control
between inconsistent terms of written instructions and this
Agreement.
Section
2.02. Where Provided . Services shall be performed by
Personnel at Rivertek’s, Scivanta’s, or authorized
supplier facilities, unless otherwise agreed to by Rivertek and
Scivanta.
Article III
Assignment and Release of
Personnel
Section
3.01. Assignment . Rivertek shall select Personnel to
perform Services for Scivanta who are qualified to perform the
requested Services, and when requested, by Scivanta shall submit
their names and qualifications to Scivanta. Scivanta
shall review the Personnel qualifications and conduct interviews of
those Personnel where appropriate to determine their suitability
for the job, after which Scivanta will accept or reject such
Personnel.
Section
3.02. Release of Personnel . After acceptance of a Person to
perform Services, Scivanta may release such Person from performing
Services at any time, with or without cause, upon five (5) working
days prior notice to Rivertek; provided , however ,
Scivanta may release any Person without prior notice to Rivertek
if, in Scivanta’s opinion, such Person does not perform
satisfactorily, does not comply with Scivanta’s security
requirements or other rules and regulations applicable to the
conduct of Rivertek’s Personnel, or for other good cause
relating to the performance of Services by such Person.
Section
3.03. Withdrawal . After acceptance of a Person to
perform Services, Rivertek may withdraw such Person from performing
Services on ten (10) working days prior written notice to Scivanta;
provided , however , Rivertek uses its best efforts
to provide Scivanta with a replacement Person acceptable to
Rivertek.
Article IV
Section
4.01. Charges . Charges for Services shall be on a
time incurred basis as set forth in the Exhibit A to this Agreement
and the Exhibit A rates shall be fixed for one year following
execution of this agreement. Rivertek shall have the
right to adjust Exhibit A rates on a yearly basis by providing a
revised Exhibit A to Scivanta. Personnel subject to
overtime payments after forty (40) hours worked in a given week
will have their overtime hourly rate specified. Travel
costs shall not be billed at higher than Coach class rates (or, if
lower, the fare actually paid) An itemization of
expenses shall be included with each invoice.
Section
4.02. Invoices . Rivertek shall submit invoices
weekly to Scivanta for Services rendered, for items purchased, and
authorized expenses incurred. Invoices shall be sent to
Scivanta at 215 Morris Avenue Spring Lake, NJ 07762, Attention:
Thomas Gifford. Each invoice will show the name and
number of hours for each Person who performed Services during the
invoice period and, for equipment supplied by Rivertek, the type of
equipment and hours used. All invoices shall reference
Rivertek’s Purchase Order Number.
Section
4.03. Payment . Invoices shall be payable thirty
(30) days from receipt.
Section
4.04. Supporting Documentation . Scivanta, upon request, shall be
permitted to inspect all time reports and similar documentation in
Rivertek’s possession and control relating to Services
provided pursuant to this Agreement.
Article V
Section
5.01. Personnel of Rivertek . The relationship of Rivertek to
Scivanta shall be independent contractor. Rivertek and
Scivanta acknowledge and agree that although Personnel performing
Services may at some times perform those Services under the general
direction of Scivanta, such Personnel shall at all
