General Consulting
Agreement
This Agreement
is by and between TechniScan Medical Systems, Inc., 1011 Murray
Holladay Road, Suite 130, Salt Lake City, Utah 84117 (hereafter
referred to as “Client”) and The Anson Group, L.L.C.,
(hereinafter referred to as “Anson”), 11460 N. Meridian
Street, Suite 150, Carmel, Indiana 46032, a limited liability
company organized under the Laws of Indiana.
NOW
THEREFORE, For the mutual
covenants and valuable consideration expressed herein, the parties
hereby agree as follows:
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A.
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Purpose and Scope of
Agreement
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A.
1.
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Purpose —Client wishes to
secure the advice and services available from Anson in matters
relating to Client’s business, and Anson agrees, during the
Term of this Agreement, to provide or arrange such services as
Client may request.
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A.
2.
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Scope of Agreement —
Anson’s relationship with Client is that of an independent
consultant, and nothing in this Agreement is intended to, or should
be construed to, create a partnership, agency, joint venture or
employment relationship. Neither party is authorized to make any
representation, contract or commitment on behalf of the other
party, unless specifically authorized in writing to do so by the
other party.
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B.
1.
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The
specific responsibilities undertaken by Anson under this Agreement
shall be described in Project Assignments, which shall
become part of this Agreement when approved by the parties in
writing. The Initial Project Assignment is attached to this
Agreement as Exhibit A.
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C.
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Responsibilities of
Client
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C.
1.
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Client shall be responsible for
providing Anson with such documentation and technical, clinical, or
business information as Anson may need in order to perform the
services specified in this Agreement. Client shall be responsible
to assure that any and all information and documentation provided
to Anson is accurate and
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TechniScan
Medical Systems — General Consulting Agreement
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complete, and is provided to Anson
in the form and within the time limits necessary for Anson to
comply with its obligations hereunder.
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D.
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Consulting Fees &
Payments
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D.1
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Consulting fee, invoicing and
payment terms shall be in accordance with the provisions of this
section, except as otherwise provided in Project Assignments, which
may specify hourly, daily, fixed-fee or retainer fee
arrangements.
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D.2
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Retainer Fee arrangements that are
agreed upon in Project Assignments shall specify a monthly maximum
for the number of consulting hours to be provided by Anson.
Additional consulting time requested by the Client (Excess
Hours) shall be invoiced at rates set forth in a fee schedule
to be provided to Client, unless otherwise specified in the Project
Assignment.
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D.
3
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Expenses — Client shall
reimburse Anson for reasonable expenses incurred in performing the
services defined herein, including, but not limited to, airplane
travel, copying, printing, freight, postage and
supplies.
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D.
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Invoices and Payments — Anson
shall invoice Client monthly for services provided and expenses
incurred under this Agreement. Anson shall provide reasonable
documentation for expenses invoices. Client agrees to pay such
invoices within thirty (30) days of receipt. Invoices may
contain additional standard or specific payment terms and
conditions.
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E.
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Non-Disclosure of Confidential
Information
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E.
1.
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As
part of this Agreement, Anson will execute and abide by the Client
Confidentiality and non-disclosure Agreement attached hereto as
Exhibit B. Exhibit B shall be fully incorporated by
reference herein.
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E.
2.
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This section E shall survive the
termination of this Agreement and shall constitute a
post-termination obligation of the Parties
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F.
1.
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Term — This Agreement is
effective as of the date of the last signature required as set
forth below and will terminate on the date set forth in the Project
Assignment, unless terminated earlier as set forth
below.
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TechniScan
Medical Systems — General Consulting Agreement
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