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THIS AGREEMENT is made
and entered by and between: Encorium Group, (the
“Client”) with offices at One Glenhardie Corporate
Center, 1275 Drummers Lane, Suite 100Wayne, PA 19087 and Penn
Valley Management Group, LLC (the “Service Provider”),
with offices at 435 Devon Park Drive, Building 700, Wayne, PA
19087.
WHEREAS, the Service
Provider has expertise in particular areas relevant to the
Client’s business initiatives with respect to financial and
business matters, including strategic business planning and
positioning, corporate and capital development, and other matters
of business and financial nature.
WHEREAS, the Service
Provider desires to provide the Client with services that draw upon
such expertise; and
WHEREAS, the Client
desires to engage the Service Provider that draw upon the Service
Provider’s expertise as defined in this Agreement;
NOW THEREFORE, in
consideration of the mutual promises and terms herein contained,
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged; and intending to be
legally bound hereby, the parties hereto agree as
follows:
The Service Provider
agrees to provide to the Client under the terms and conditions of
this Agreement the services (the "Services" and/ or “Work
Product”) more fully described in Addendum No. 1 to this
Agreement. Any additional work contracted for outside the scope of
the original scope of this Agreement will be set forth in a
separate Addendum to the Agreement to be executed by the respective
parties prior to the commencement of such additional
services.
Such Services shall be
performed with the authorization of, and under the direction of,
authorized representatives of the Client.
The Service Provider is
not, nor shall it be deemed to be at any time during the term of
this Agreement, an employee of Client. Its status and relationship
with Client shall be that of an independent contractor. Nothing
herein shall create, expressly or by implication, a partnership,
joint venture or other association between Client and Service
Provider.
II. Term, Termination and
Cancellation
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Client or Service
Provider may, at any time, terminate this Agreement, effective upon
the receipt by the non-terminating party of written notice 30 days
prior to the intended termination date. In the event of
termination, neither party shall be subject to liability under this
Agreement; except that Client shall pay the Service Provider for
Services rendered and expenses incurred up to and including the
date of termination. Upon termination of this Agreement, the
parties shall promptly return to each other all written matter of
any type which may contain Confidential Information, as defined in
Section IV hereof, and any equipment belonging to one party which
may have been provided by that party to the other during the term
of the Agreement.
As distinct from
termination, Client may at any time cancel the performance of all
or any portion of the Services to be provided under any Addendum
upon written notice to the Service Provider stating Client’s
intention to cancel and specifying the portion of the Services to
be canceled and the date upon which such
cancellation shall be
effective. In the event of such cancellation, Client shall pay
Service Provider for Services rendered and expenses incurred up to
and including the date of cancellation of such Services.
As consideration for
the Service Provider’s services, Client shall make timely
payment to the Service Provider for fees related to such services
upon presentation of monthly invoices. The fees for this engagement
are set forth in Addendum No. 1 to this Agreement.
Any changes to the
scope of Services outlined herein and in the Addendum hereto, may
result in adjustments to these fees. Any changes to the scope of,
and fees associated with, the Services will be set forth in writing
and authorized by the appropriate representatives of each
party.
IV. Confidential
Information
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The Service Provider
shall not disclose, copy or distribute, or use for its own benefit
or for the benefit of any third party, any Confidential Information
to any third party except with the expressed written consent of the
Client. Nor shall the Service Provider use such Confidential
Information for his own benefit or for the benefit of any third
party. “Confidential Inf
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