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EXHIBIT 10.28
SERVICE AGREEMENT
BY AND BETWEEN
ADM TRONICS UNLIMITED, INC. AND ITS SUBSIDIARIES (ADMT)
AND IVIVI TECHNOLOGIES, INC. (IVVI)
DATED:
AUGUST 1, 2009
This agreement between the above reference parties is to document
the
information technology, regulatory and engineering services that
ADMT will
provide to IVVI (this "Agreement"). Therefore:
1. ADMT will provide services
to IVVI as specified in Exhibit A to this
Agreement
with the level of such services consistent with the average
monthly
level of services as had been previously rendered to IVVI by
the four
engineers employed by IVVI for the 12 months previous to this
Agreement
(the "Services").
2. IVVI shall pay to ADMT a
monthly fee of $26,000 for the Services
without
proration (the "Monthly Service Fee"). The Monthly Service Fee
shall be
paid by IVVI to ADMT at the beginning of each month for the
Services to
be provided by ADMT to IVVI for such month. ADMT shall
present an
invoice to IVVI for the Monthly Service Fee.
3. ADMT agrees to employ a
minimum of four qualified engineers, or
contract
with a third-party for provision of the Services at ADMT's
discretion,
subject to IVVI's consent which will not be unreasonably
withheld.
IVVI will notify ADMT in writing of any deficiency in the
level of
Services. ADMT shall have 30 days to cure such deficiency to
the
reasonable satisfaction of IVVI. If the deficiency is not cured
by
ADMT then at
Ivivi's sole discretion, based on standards of
reasonableness, IVVI shall have the right to either, i) terminate
this
Agreement
pursuant to Section 5 of this Agreement, or ii) reduce the
Monthly
Service Fee to be paid by IVVI to ADMT thereafter.
4. Payment by IVVI to ADMT
will be due immediately upon the monthly
delivery to
IVVI of the invoice described in Section 2 of this
Agreement.
Should IVVI fail to make timely payment, ADMT will provide
written
notification to IVVI of such failure and IVVI will have 2
business
days to make payment. ADMT will cease to provide any services
to IVVI
under this Agreement until all past due payments are made.
5. This Agreement may be
terminated upon sixty days prior written notice
by either
party.
Both ADMT and IVVI confirm that this Agreement does no infer any
other
relationship
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