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Consulting Agreement

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CONSULTING AGREEMENT


THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this 22nd day of March, 1999, to be effective on and as of December 8, 1998, by and between PIER BORRA, an individual (the "Consultant"), and BALANCED CARE CORPORATION, a Delaware corporation (together with any related, affiliated or subsidiary corporation, the "Company").


WITNESSETH:


WHEREAS, the Company desires to engage the Consultant to provide certain services to the Company, and the Consultant is willing to provide such services to the Company; and


WHEREAS, because of the Consultant's existing knowledge of the plans, operations, employees and customers of the Company, and the knowledge to be obtained by the Consultant of the plans, operations, employees and customers of the Company, it is important to the Company that the Consultant shall not disclose any confidential or proprietary information of the Company during or after the term of this Agreement; and


WHEREAS, the Consultant is willing to enter into this Agreement upon the terms and conditions herein set forth.


NOW, THEREFORE, for the consideration set forth in this Agreement, and intending to be legally bound hereby, the Consultant and the Company mutually promise and agree as follows:


1. Consulting Duties, Term. The Company agrees to and does hereby engage the Consultant in a consulting capacity as an independent contractor to provide certain services, including, but not limited to, the services set forth on Exhibit A attached hereto and incorporated herein, and the Consultant does hereby agree to serve the Company in such capacity. Unless earlier terminated as provided in Paragraph 4, this Agreement shall have a term of two (2) years, commencing on December 8, 1998 and expiring on December 8, 2000.


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2. Time Required. The Consultant shall devote his best efforts and such time as shall be reasonably necessary to perform the services pursuant to this Agreement up to a maximum of 120 hours per year, which maximum may be adjusted from time to time upon the mutual consent of the parties hereto.


3. Compensation; Billing.


(a) On a quarterly basis, on or before June 30, September 30,
December 31 and March 31, as applicable, the Consultant shall submit
an invoice to the Company setting forth the number of hours spent by
the Consultant providing services hereunder for the applicable time
period. The invoice shall be in a form and content reasonably
acceptable to the Company. As consideration, for each hour that the
Consultant provides services hereunder, the Company shall grant the
Consultant a non-qualified stock option for 250 shares of the
Company's common stock, par value $0.001 (the "Common Stock"), subject
to the terms and conditions pertaining to "Independent Contractors"
under the Company's 1996 Stock Incentive Plan, as amended and restated
(as the same may be modified from time to time, the "Plan"). Each
option will be granted pursuant to the form of Independent Contractor
Stock Option Award Agreement (the "Award Agreement") attached hereto
as Exhibit B (as the same may be modified from time to time). The
grant date of each option shall be the date on which the Board of
Directors of the Company approves the grant. The exercise price of
each option shall be the fair market value of the Common Stock on the
grant date. The Company will use its best efforts to submit the
Consultant's invoice for approval at the next regularly scheduled
meeting of the Board of Directors following receipt of the invoice.


(b) Based on the compensation formula set forth in Paragraph 3(a)
above (i.e., the number of service hours multiplied by 250 shares of
Common Stock), the maximum amount of compensation that the Consultant
could receive hereunder is the grant of stock options to purchase
60,000 shares of Common Stock; provided, however, the Company is only
obligated to grant that number of stock options that the Consultant
has earned based on the actual number of service hours provided by the
Consultant during the term hereof.


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(c) The Company will reimburse the Consultant for reasonable
travel, lodging and other expenses arising in connection with the
services to be provided pursuant to this Agreement. Such expenses
shall be approved by the Chief Executive Officer of the Company in
advance. All travel arrangements for Consultant shall be made by the
appropriate Company personnel.


The compensation set forth in this Paragraph 3 shall be considered as full payment to the Consultant for all such services rendered under this Agreement.


4. Termination.


(a) Either party may terminate this Agreement without cause by
giving the other party thirty (30) calendar days? prior written
notice.


(b) This Agreement shall automatically terminate upon the death
or disability of the Consultant.


(c) The Company may terminate this Agreement with cause
immediately upon written notice to the Consultant upon the beach by
Consultant of any of the terms or conditions of this Agreement,
including but not limited to the confidentially and nondisclosure
provisions set forth in Paragraph 5.


(d) As of the date of termination of this Agreement, the
Company's obligation to grant, and the Consultant's right to be
awarded, stock options shall cease and neither party shall have any
further rights or obligations hereunder except for the rights and
obligations accruing prior to the date of termination or arising as a
result of any breach of this Agreement. Any stock options granted to
the Consultant as compensation under Paragraph 3 as of the date of
termination shall be governed by the terms and conditions of the Award
Agreement and t
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