Consulting Agreement dated as of July 18, 2011 by and between Haresh Sheth and Assured Pharmacy, Inc

 

 

This Consulting Agreement, dated as of the 18th day of July 2011 (the “Effective Date”) by and between Assured Pharmacy, Inc., a Nevada corporation (the “Company”), and Haresh Sheth (“Consultant”).

 

 

WHEREAS, the Company and Consultant previously entered into an Employment Agreement dated as of January 1, 2009 (“Employment Agreement”) and the employment of Consultant with the Company was terminated in accordance with the terms of a Severance Agreement and General Release dated as of July 18, 2011; and

WHEREAS, the parties wish to enter into this Consulting Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.      Consulting Period.  This Agreement shall commence as of the Effective Date and shall continue until terminated in accordance with Section 4 below (the “Consulting Period”).

 

2.      Consulting Services.  During the Consulting Period, the Consultant shall provide the services described on Exhibit A attached hereto.

 

3.      Compensation.  During the Consulting Period, as compensation for all services rendered by Consultant, the Company shall compensate the Consultant with the following payments:

 

 

 

 

 

 

 

 

 

4.     Termination of Consulting Period.

 

5.     Confidential Information.  Throughout the Consulting Period and thereafter, Consultant agrees to keep confidential all trade secrets, customer lists, business strategies, financial and marketing information, and other data concerning the private affairs of the Company and its affiliates, made known to or developed by Consultant during the course of his employment or the Consulting Period (“Confidential Information”), not to use any Confidential Information or supply Confidential Information to others other than in furtherance of the Company’s business, and to return to the Company upon termination of his service all copies, in whatever form, of all Confidential Information and all other documents relating to the business of the Company or any of its affiliates, which may then be in the possession or under the control of Consultant.

 

6.     Entire Agreement and Amendment. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter of this Agreement, and supersedes and replaces all prior agreements, understandings and commitments with respect to such subject matter. The Company shall have no further obligations under the Employment Agreement and no obligations related to the stock grants and stock options described therein.  This Agreement may be amended only by a written document signed by both parties to this Agreement.

 

7.     Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.  Any action arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of a federal or state court in Nevada and the parties consent to the exclusive personal jurisdiction of such courts.  The parties waive their right to a trial by jury in such courts.  The prevailing party in such an action shall be awarded all reasonable attorney's fees, costs and expenses incurred in that action.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

ASSURED PHARMACY, INC.

 

 

By:  Robert DelVecchio

Its:  CEO

 

 

       Haresh Sheth

 

 

 

 

 

 

Consultant shall be retained by the Company as an independent contractor to serve generally as its consultant and, subject to the supervision of the Company’s Chief Executive Officer, shall perform the following duties:

 

 

(i)     assist Company in meeting its goals by developing strategic partnerships through use of the Company’s industry relationships and business contacts;

 

(ii)    assist in formulating partnering protocols which can be replicated in the future to build long-term value for Company;

 

(iii)   assist in developing partnerships through existing industry relationships and business contacts, and locating strategic partners needed to meet existing and future growth plans of the Company;

 

(iv)   To provide corporate finance advisory and consulting services in connection with the Company’s efforts in raising bank financing, lease funding or debt or equity capital.