SEASHORE TETRACHEM LABS
2225 S Huron Drive
Santa Ana CA 92704
Phone (714) 556-0196 FAX (714) 556-6120
CONSULTANT, INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made and entered into this 3 day of APRIL, 2000, by and
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between ADVANCE MEDICAL SYSTEMS INC place of business and corporate headquarters
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at: 2950 GLASSELL ST Orange CA 92865
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"Company") TETRACHEM INC; its principal place of business 2225 S. HURON DR.
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Santa Ana CA, 92704 (Hereinafter referred to as the "Consultant, Independent
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Contractor").
WHEREAS the company is in the business of Medical Devices (In Vitro
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Diagnostics)
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WHEREAS Consultant, Independent Contractor is engaged in the business of
Consulting (Regulatory Affairs, FDA, CCHA, EPA ect.)
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WHEREAS Consultant, Independent Contractor is willing to enter into this
Agreement for the performance of services as an independent contractor upon the
terms and conditions set forth herein:
NOW, THEREFORE, is consideration of the initial promises and agreements
hereinafter set forth, the parties hereto agree as follows:
1. The Company hereby agrees to retain the Consultant, Independent
Contractor as an independent contractor, for the amount of $5000.00 per month
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(50% cash and 50% AMS private stock @ $5.00/share.).
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2. Consultant, Independent Contractor hereby agrees that he/she/it shall,
at all times during the term of this Agreement, use all reasonable best efforts
to perform his/her/its duties and fulfill his obligations in the FDA Regulations
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required by 21CFR and all other federal, state and local regulations.
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3. Consultant, Independent Contractor shall perform the service hereunder
as an independent contractor and shall not be subject to the direction or
control of the Company with respect to the manner in which the services are
performed. Consultant, Independent Contractor shall be considered under the
provisions of this Agreement or otherwise as having an employee status or as
being entitled to participate in any plans or arrangements pertaining to or in
connection with any pension, bonus, profit-sharing or similar benefits which the
Company provides. It is further agreed and understood that Consultant,
Independent Contractor may engage his own agents, servants, or employees, and
shall not be considered to be the agents, servants, or employees of the Company.
Consultant, Independent Contractor shall be solely liable for any wages, fees,
expenses, insurance and withholding taxes which are required to be paid or
withheld in connection with payments made by Consultant, Independent Contractor
to or on behalf of his/her/its agents, servants, or employees. Consultant,
Independent Contractor further agrees to maintain and keep his own books and
records with respect to any of his/her/its agents, servants and employees.
Consultant, Independent Contractor's only relationship with the Company is that
of an independent contractor as enumerated in this Agreement.
4. Consultant, Independent Contractor shall not call upon, solicit,
divert, or take away or attempt to call upon, solicit, divert, or take away any
of the Company's trade secrets, including customers, upon whom Consultant,
Independent Contractor or any of his/her/its agents, servants, and employees
called upon, solicited, catered, became acquainted with, or acquired knowledge
of after entering into this Agreement.
5. Consultant, Independent Contractor and any and all of his/hers/its
agents, servants and employees, shall strive diligently to maintain and enhance
the reputation, usefulness and acceptance of the Company, servants and
employees, shall strive diligently to maintain and enhance the reputation,
usefullness and acceptance of the Company. Consultant, Independent Contractor
further agrees that he will adhere to the industry's professional standards, and
will perform any and all acts required under this Agreement in a manner
consistent with generally accepted procedures and standards within the MEDICAL
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DEVICE industry.
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6. Consultant, Independent Contractor hereby agrees to advise the Company
of applicable governmental laws, rules and regulations which may be applicable
to the performance of services hereunder, including but not limited to Federal,
State, Municipal rules and regulations which may be imposed at locations where
such services are performed.
7. Consultant, Independent Contractor agrees that the Company is not
liable for any acts done by Consultant, Independent Contractor or any of
his/her/its agents, servants, or employees in the furtherance of this Agreement.
In the event the Company shall be required to pay any sums because of a
determination of a Court or other legal body that Consultant, Independent
Contractor is anything other than an independent contractor, or Consultant,
8. Any waiver, alteration, or modification of any of the provisions of
this Agreement shall not be binding, unless the waiver alteration or
modification is in writing, and sited by the parties and his/her/its duly
authorized representative.
9. Any assignment of this Agreement, without the prior written consent of
the other, shall be void, and shall constitute a material breach hereof.
10. The term and life of this Agreement shall commence on the 3 day of
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April 2000 and shall continue in full force and effect until April 1, 2001
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11. Either party shall have the right to terminate this Agreement, prior
to the expiration of the terms hereof, upon the occurrence of any of the
following:
a) Any breach or default by any party of any of the terms,
obligations, covenants and representations under this Agreement,
b) Any party to this Agreement fails or refuses to use his/her/its
best efforts in the furtherance of this Agreement,
c) Any part of this Agreement is declared insolvent, or bankrupt,
declares bankruptcy, retakes an assignment for the benefit of creditors, or a
receiver is appointed, or any proceeding is demanded by, for or against any
party, under the provisions of the Federal Bankruptcy Act or code or any
Amendment hereto.
d) Consultant, Independent Contractor violates the Company's Trade
Secrets.
e) Any party reasonably determines that any party is conducting its
business or acting in a manner which impairs the value or reputation of any
party to this Agreement.
f) Upon thirty (30) days prior written notice to all parties to this
Agreement of his/her/its intent to terminate this Agreement.
12. The term and life of this Agreement shall not extend or be renewed
past the date set forth herein above, unless an extension or renewal, in
writing, is signed by all the parties herein, Of their duly authorized
representatives, prior to the expiration date of this Agreement as set forth
above.
13. All communications regarding this Agreement, and any and all notices
required shall be in writing.
14. This Agreement shall be deemed to have been entered into in the County
of ORANGE State of California, and all questions concerning the validity,
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interpretation of performance of any of its terms or provisions or of any rights
or obligations of the parties hereto, shall be governed by and resolved in
accordance with the laws of the State of California. The parties hereto
expressly agree that the proper forum for the resolution of any disputes
regarding this Agreement shall be in the County of ORANGE State of California.
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15. The parties hereto agree that this Agreement shall constitute the
entire Agreement of the Parties
WHEREFORE, THE BELOW SIGNED PARTIES HAVE READ THE FOREGOING CONSULTANT,
INDEPENDENT CONTRACTOR'S AGREEMENT, AND KNOW AND UNDERSTAND THE CONTENTS
THEREOF.
By signing below, I certify that all information is true and correct,
COMPANY: CONSULTANT, INDEPENDENT CONTRACTOR
NAME:(Print) /s/ AMS by Peter George
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Advanced Medical Systems, Inc.
TEL: 714-283-5190
FAX: 714-283-5191
F A X
To: Perry Rucker From: Peter George
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Fax: 556-6120 Date: 04/10/00
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Phone: Page:
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Re: CC:
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[ ] Urgent [ ] For Review [ ] Please Comment [ ] Please Reply [ ] Please Recycle
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Comments:
Perry:
Our copy under item # 3 is missing the word NOT the second sentence, after
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Contractor shall ______.
Our copy of item # 12 has a misspelling of the word duly, ours say's dul.
We would like to incorporate this verbiage under section 1, after the
$5.00/share.)
We would like this included (During the period from April 3, 2000 and the
expected date of funding on or about August 1, 2000 ) the fee for services shall
be $1,500.00 per month, 50% cash and 50 AMS private stock @ $5.00/share. It is
also agreed that the fee of $5,000.00 per month is subject to AMS obtaining the
necessary lending to continue this project as outlined in attached Tetrachem
Outline of services.
Please review the above statement for consideration and make your comments.
Thanks
/s/ Peter George /s/ OK, Perry G. Rucker
6/13/00