EXHIBIT 10.72
This Consulting Agreement is made as of the14th day of July, 2003
BETWEEN:
GERALD CAMPBELL, Consultant, of the City of Toronto in the Province of
Ontario (hereinafter referred to as "Campbell")
OF THE FIRST PART
AND
IVP TECHNOLOGY CORPORATION, d.b.a. ActiveCore Technologies, a corporation
incorporated pursuant to the laws of the State of Nevada (hereinafter
referred to as "IVP")
OF THE SECOND PART
WHEREAS IVP is involved in negotiations involving a number of strategic
alliances and/or acquisitions in the medical data integration field; and
WHEREAS Campbell can facilitate the process of negotiation by consulting
with the management of IVP in the areas of strategic planning and marketing in
the field of medical data integration;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises, the mutual agreements and covenants herein contained and for other
good and valuable consideration now paid by each of the parties hereto to the
other (the receipt and sufficiency of which is hereby acknowledged), the parties
hereto agree as follows:
1. APPOINTMENT
IVP hereby engages Campbell and Campbell agrees to render services to IVP
as a consultant upon the terms and conditions hereinafter set forth.
2. TERM
The term of this Consulting Agreement shall begin as of the date of this
Agreement, and shall terminate on June 30th, 2004, unless earlier terminated in
accordance with paragraph 7 herein or extended as agreed to between parties.
3. SERVICES
During the term of this Agreement, Campbell shall provide advice to,
undertake for and consult with IVP concerning management, marketing, consulting,
strategic planning, corporate organization and structure, financial matters in
connection with the operation of the businesses of IVP, expansion of services,
acquisitions and business opportunities, and shall review and advise IVP
regarding its overall progress, needs and condition. Campbell agrees to provide
on a timely basis the following enumerated services contemplated thereby:
(a) The implementation of short-range and long-term strategic planning
to fully develop and enhance IVP's domestic marketing plan as it
relates specifically to medical data integration including,
without limiting the generality of the foregoing, the
identification of potential service providers and other sources of
product distribution in North America;
(b) Advise IVP relative to the recruitment and employment of key
executives consistent with the efficient marketing of IVP's
products and services; and
(c) Assistance with regard to the identification, evaluation,
structuring, negotiating and closing of joint ventures, strategic
alliances, business acquisitions and advice with regard to the
ongoing managing and operating of such acquisitions upon
consummation thereof.
4. DUTIES OF IVP
IVP shall provide Campbell, on a regular and timely basis, with all
approved data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested by
Campbell, and shall advise Campbell of any facts which would effect the accuracy
of any data and information previously supplied pursuant to this paragraph. IVP
shall promptly supply Campbell with full and complete copies of financial
reports, all filings with all federal and state securities agencies; with full
and complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION
In consideration for the provision of the consulting services described in
paragraph 3 hereinabove, IVP will issue and deliver four million (4,000,000)
shares of IVP's Common Stock to Campbell (the "Shares"). The parties hereto
agree that the Shares shall be issued to Campbell on a fully paid and
non-assessable basis in consideration for services rendered by Campbell to IVP
and that the Shares shall bear the appropriate legend restricting the transfer
of the Shares as required by Rule 144 as promulgated pursuant to the terms of
the Securities Act of 1933.
Expenses relating to any activities undertaken by Campbell under this
Consulting Agreement will be charged to IVP at cost on a monthly basis. Travel
and accommodation terms will be mutually agreed upon prior to the activity being
undertaken. Expenses will be invoiced and payment due within thirty (30) days of
receipt of an invoice.
6. REPRESENTATION AND INDEMNIFICATION
IVP shall be deemed to have made a continuing representation of the
accuracy of any and all facts, material information and data which it supplies
to Campbell and acknowledges its awareness that Campbell will rely on such
continuing representation in disseminating such information and otherwise
performing its advisory functions. Campbell in the absence of notice in writing
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from IVP will rely on the continuing accuracy of material, information and data
supplies to IVP. Campbell represents that he has knowledge of and is experienced
in providing the aforementioned services.
7. LIMITATION OF LIABILITY
In the event that either party shall be liable to the other pursuant to the
terms of this Consulting Agreement for any failure to perform in connection with
this Consulting Agreement, that party's liability shall be limited as follows:
(a) All liabilities in contract and tort for direct loss shall be
limited to the actual value of the shares paid in the year of the
claim; and
(b) All liabilities in contract and in tort for incidental, indirect,
special or consequential damages including, but not limited to,
loss of revenues or profits shall be excluded.
8. CONFIDENTIAL INFORMATION
Each party may use the information received from the other party pursuant
to this Consulting Agreement and may provide such information to their
respective employees as applicable for their use only in connection with the
Agreement.
Each party agrees that it shall use the same means it uses to protect its
own confidential and proprietary information to prevent the disclosure and to
protect the confidentiality of both
i. written information received from the other party which is marked or
identified as "confidential",
ii. written or verbal information which is of its nature confidential; and
iii. oral or visual information identified as confidential at the time of
disclosure which is reduced to written form and provided to the other
in such written form promptly after such oral or visual disclosure,
The foregoing shall not prevent either party from disclosing Information
that is:
iv. already known by the recipient party prior to the disclosure thereof
with no obligation of confidentiality;
v. publicly known or becomes publicly known not due to any unauthorized
act of the recipient party;
vi. rightfully received from a third party;
vii. independently developed by the recipient party without use of the
other party's Information;
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viii.disclosed without similar restrictions by the party owning the
Information to any third party;
ix. approved by the other party for disclosure; or
x. required to be disclosed pursuant to a governmental or legal
requirement provided that the disclosing party gives to the other
party written notice of such requirement prior to any such disclosure.
Upon expiration or termination of the Consulting Agreement or upon written
request of the party providing the Information, the other party shall return all
copies of the Information to the providing party or certify in writing that all
copies of the Information have been destroyed. Either party may return the
Information, or any part of it, to the other party at any time.
Each party makes no warranty, express or implied, with respect to the
Information. Neither party shall be liable to the other or to any other person
hereunder for amounts representing loss of profits or loss of business or
indirect, consequential or punitive damages of the other party or of such other
person in connection with the provision or use of the Information hereunder.
Nothing contained in this Agreement shall be construed as granting or
conferring any rights by license or otherwise in the Information.
Each party acknowledges and agrees that the Information is the confidential
and/or proprietary and/or trade secret information of the other and the
unauthorized use or disclosure of the Information could cause irreparable harm
and significant injury to the other party for which that other party would have
no adequate remedy at law.
Therefore each party shall have the right, in addition to any other rights
it may have at law or in equity, to seek and obtain immediate injunctive relief
in respect of any breach or potential breach of this Consulting Agreement by the
other.
The provisions of this Clause 6 shall survive the expiry or termination for
whatever reason of this Consulting Agreement.
9. MISCELLANEOUS
TERMINATION: This Consulting Agreement may be terminated by either Party
upon written notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice. This Consulting Agreement
shall be terminated immediately upon written notice for material breach of this
Consulting Agreement.
MODIFICATION: This Consulting Agreement sets forth the entire understanding
of the Parties with respect to the subject matter hereof. This Consulting
Agreement may be amended only in writing signed by both Parties.
COUNTERPARTS: This consulting agreement may be executed in any number of
counterparts by original or facsimile signature by the authorized officer of IVP
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and Campbell each of which counterparts, when executed and delivered, shall be
an original but such counterparts together shall constitute one and the same
instrument.
NOTICES: Any notice required or permitted to be given hereunder shall be in
writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
WAIVER: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
SEVERABILITY: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
DISAGREEMENTS: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in the State of Nevada. The interpretation and the enforcement of this
Agreement shall be governed by Nevada Law as applied to residents of the State
of Nevada relating to contracts executed in and to be performed solely within
the State of Nevada. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS THEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
IVP Technology Corporation
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Brian MacDonald
Chairman and CEO
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Witness Gerald Campbell