<PAGE> 1
EXHIBIT 4
CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of the 22nd day of June, 2000 by and
between Masterpiece Technology Group, Inc., a corporation organized and
existing under the laws of the State of Utah having its principal place
of business at 455 Wards Corner Road, Loveland, OH 45140, ("Company")
and Burnside Safotu, an individual with a principal address at 3121
Westcoast Highway, Penthouse 8D, Newport Beach, CA 92663
("Consultant").
WITNESSETH:
In consideration of the premises and mutual covenants hereinafter
contained, the parties hereto agree as follows:
1. THE SERVICES
The Consultant agrees to provide software development for Maplecrest's
Doc Prep Studio financial package. Consultant has assured the company
they have the required skills as listed below that will allow the
Consultant to provide the services required:
* Hardware: IBM PC, IBM Mainframe, UNISYS Mainframe
* System: Windows 3.1, Windows 95, Windows NT
* Software: Power Builder, COBOL, Visual Basic, FORTRAN, Paradox 1.0,
* Sybase SQL Server, Watcom SQL, Sybase Anywhere, Rapid SQL, ROBOHELP
* 3.1, MS Access, MS Word, MS Excel, MS Works.
2. WORK FOR HIRE
a. It is the intention of the parties hereto that all rights,
including without limitation copyright in any reports, surveys,
marketing promotional and collateral materials prepared by the
Consultant pursuant to the terms of this Agreement, or otherwise for
Company (hereinafter "the Work") vest in Company. The parties
expressly acknowledge that the Work was specially ordered or
commissioned by Company, and further agree that it shall be considered
a "Work Made for Hire" within the meaning of the copyright laws of the
United States and that Company is entitled as author to the copyright
and all other rights therein, throughout the world, including, but not
limited to, the right to make such changes therein and such uses
thereof, as it may determine in its sole and absolute discretion.
b. If, for any reason, the Work is not considered a work made for
hire under the copyright law, then the Consultant hereby grants and
assigns to Company, its successors and assigns, all of its rights,
title, and interest in and to the Work, including, but not limited to,
the copyright therein throughout the world (and any renewal, extension
or reversion copyright now or hereafter provided), and all other rights
therein of any nature whatsoever, whether now known or hereafter
devised, including, but not limited to the right to make such changes
therein, and such uses thereof, as Company may determine.
3. PROPRIETARY INFORMATION
a. For purposes of this Agreement, "proprietary information" shall
mean any information relating to the business of Company or any entity
in which Company has a controlling interest and shall include (but
shall not be limited to) information encompassed in all drawings,
designs, programs, plans, formulas, proposals, marketing and sales
plans, financial information, costs, pricing information, customer
information, and all methods, concepts or ideas in or reasonably
related to the business of Company.
b. Consultant agrees to regard and preserve as confidential, all
proprietary information, whether Consultant has such information in
memory or in writing or other physical form. Consultant shall not,
without written authority from Company to do so, directly or
indirectly, use for the benefit or purposes, nor disclose to others,
either during the term of its engagement hereunder or thereafter,
except as required by the conditions of Consultant's engagement
hereunder, any proprietary information.
c. Consultant shall not disclose any reports, recommendations,
conclusions or other results of the Services or the existence or the
subject matter of this contract without the prior written consent of
Company. In Consultant's performance hereunder, Consultant shall
comply with all legal obligations it may now or hereafter have
respecting the information or other property of any other person, firm
or corporation.
d. The Consultant expressly agrees that the covenants set forth in this
Paragraph are being given to Company in connection with the engagement
of the Consultant by Company and that such covenants are intended to
protect Company against the competition by the Consultant, within the
terms stated, to the fullest extent deemed reasonable and permitted in
law and equity. In the event that the foregoing limitations upon the
conduct of the Consultant are beyond those permitted by law, such
limitations, both as to time and geographical area, shall be, and be
deemed to be, reduced in scope and effect to the maximum extent
permitted by law.
e. The foregoing obligations of this Paragraph shall not apply to
any part of the information that (i) has been disclosed in publicly
available sources of information, (ii) is, through no fault of the
Consultant, hereafter disclosed in publicly available sources of
information, (iii) is now in the possession of Consultant without any
obligation or confidentiality, or (iv) has been or is hereafter
lawfully disclosed to Consultant by any third party, but only to the
extent that the use or disclosure thereof has been or is rightfully
authorized by that third party.
4. INJUNCTIVE RELIEF.
Consultant acknowledges that the injury to Company resulting from any
violation by it of any of the covenants contained in this Agreement
will be of such a character that it cannot be adequately compensated by
money damages, and, accordingly, Company may, in addition to pursuing
its other remedies, obtain an injunction from any court having
jurisdiction of the matter restraining any such violation; and no bond
or other security shall be required in connection with such injunction.
5. FEES AND REIMBURSEMENT OF CERTAIN EXPENSES
a. Company shall pay Consultant a consulting fee of $53,125.00 in
the form of unrestricted stock valued at 25 cents per share on this
22nd day of June, 2000. The Company will therefore issue you two
hundred twelve thousand five hundred (212,500) shares of unrestricted
stock upon signing of this Agreement. This stock will be used to pay
development for the ongoing development of our DocPrep Studio software.
b. The Consultant shall provide to the Company on the first day of
every month an outline as to the Services that will be performed that
month. Within ten (10) days from the end of each and every month,
Consultant will provide to Company a statement as to the work that was
performed for the prior month.
c. If in reviewing the statements made by the Consultant to the
Company that are required within ten (10) days after the close of a
business month, Company determines that Consultant is not making
sufficient progress in order to complete work for which Consultant was
hired within a reasonable time, the Company will give written notice to
Consultant. Consultant shall have fifteen (15) days to complete the
work required and provide further reports to the Company.
6. BENEFITS
The Consultant, as an independent contractor, shall not be entitled to
any other benefits other than the fees and reimbursement of expenses
provided under Paragraph 2 of this Agreement.
7. DUTY TO REPORT INCOME
The Consultant acknowledges and agrees that it is an independent
contractor and not an employee of the Company and that it is
Consultant's sole obligation to report as income all compensation
received from Company pursuant to this Agreement. The Consultant
further agrees that the Company shall not be obligated to pay
withholding taxes, social security, unemployment taxes, disability
insurance premiums, or similar items, in connection with any payments
made to the Consultant pursuant to the terms of this Agreement.
8. TERM
This Agreement shall be effective beginning as of 22nd day of June
2000, and shall continue until date of delivery of completed product
and Services; provided, however, that either Company or Consultant may
terminate this Agreement in whole or in part at any time upon thirty
(30) days' written notice to the other party. In the event of
termination or upon expiration of this Agreement, Consultant shall
return to Company any and all equipment, documents or materials, and
all copies made thereof, which Consultant received from Company for the
purposes of this Agreement and the Company shall pay to Consultant the
amounts provided in Paragraph 5 hereof through the date of such
termination or expiration.
9. INDEMNIFICATION
The Consultant shall indemnify and save Company harmless from and
against all claims arising in favor of any person, firm or corporation
on account of personal injury or property damage in any way resulting
from the improper or illegal acts of Consultant, its employees or
agents. The foregoing indemnity shall include all costs incurred by
Company, including reasonable attorneys' fees.
10. NOTICES
All notices and billings shall be in writing and sent via first class
mail to the respective addresses of the parties set forth at the
beginning of this Agreement or to such other address as any party may
designate by notice delivered hereunder to the other party.
11. GENERAL
a. The terms and conditions of Paragraphs 3, 4 and 5 hereof
shall survive the termination of this Agreement or completion of the
Services as the case may be.
b. Neither the Company nor Consultant shall assign this
Agreement or delegate its duties hereunder and shall not subcontract
any of the Services to be performed hereunder without the prior written
consent of the other party hereto.
c. Consultant shall perform the Services as an independent
contractor and shall not be considered an employee of Company or
Partner, joint venture or otherwise related to Company for any purpose.
d. This Agreement shall be governed by the laws of the State
of Ohio.
e. This Agreement constitutes the entire understanding between
Consultant and Company respecting the Services described herein. The
terms and conditions of any purchase order shall have no effect upon
this Agreement and shall be used for accounting purposes only.
f. The failure of either party to exercise its rights under this
Agreement shall not be deemed to be a waiver of such rights or a waiver
of any subsequent breach.
g. Any delay or nonperformance of any provision of this Agreement
caused by conditions beyond the reasonable control of the performing
party shall not constitute a breach of this Agreement, provided that
the delayed party has taken reasonable measures to notify the other of
the delay in writing. The delayed party's time for performance shall be
deemed to be extended for a period equal to the duration of the
conditions beyond its control. "Conditions beyond a party's reasonable
control" include, but are not limited to, natural disasters, acts of
government after the date of the Agreement, power failure, fire, flood,
acts of God, labor disputes, riots, acts of war and epidemics. Failure
of subcontractors and inability to obtain materials shall not be
considered a condition beyond a party's reasonable control.
h. Non-Solicitation of Consultant's Employees: Company agrees not to
knowingly hire or solicit Consultant's employees during performance of
this Agreement and for a period of two years after termination of this
Agreement without Consultant's written consent.
i. Mediation and Arbitration: If a dispute arises under this
Agreement, the parties agree to first try to resolve the dispute with
the help of a mutually agreed-upon mediator in Clermont County, Ohio.
Any costs and fees other than attorney fees associated with the
mediation shall be shared equally by the parties. If the dispute is
not resolved through mediation, the parties agree to submit the dispute
to binding arbitration in Clermont County, Ohio under the rules of the
American Arbitration Association. Judgment upon the award rendered by
the arbitrator may be entered in any court with jurisdiction to do so.
j. Attorney Fees: If any legal action is necessary to enforce this
Agreement, the prevailing party shall be entitled to reasonable
attorney fees, costs and expenses.
k. Complete Agreement: This Agreement together with all exhibits,
appendices or other attachments, which are incorporated herein by
reference, is the sole and entire Agreement between the parties. This
Agreement supersedes all prior understandings, agreements and
documentation relating to such subject matter. In the event of a
conflict between the provisions of the main body of the Agreement and
any attached exhibits, appendices or other materials, the Agreement
shall take precedence. Modifications and amendments to this Agreement,
including any exhibit or appendix hereto, shall be enforceable only if
they are in writing and are signed by authorized representatives of
both parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
MASTERPIECE TECHNOLOGY GROUP, INC.
By: Newell Crane
Its: President
Signature: /s/ Newell Crane
CONSULTANT
Signature: /s/Burnside Safotu
Printed Name: Burnside Safotu
<PAGE> 2
@NTHEM.COM
----------
Anthem Communications
Dr. Newell Crane, President
Masterpiece Technology Group, Inc.
455 Wards Corner Road
Loveland, Ohio 45140
Dear Newell:
As discussed during our telephone conversation on June 2, 2000, Anthem
Communications ("Anthem") shall act as a consultant with the intent of
developing business contracts for Masterpiece Technology Group, Inc.'s
("MPTG") portfolio of technologies and other introductions with the
intention of producing commercial relationships. Anthem shall also act
on behalf of MPTG in making introductions to potential sources of
capital.
This Agreement shall be for a period of three (3) months, renewable
upon the mutual written contract thereafter. The charge of this
Agreement shall be on a best-effort basis.
Letter of Agreement
Anthem and MPTG have agreed to undertake the following:
Anthem's initial fee for the services described will be 5,000 freely
tradable shares of MPTG stock, payable on the date that this Agreement
is signed by both parties.
MPTG shall also pay Anthem $5,000 worth of freely tradable shares of
MPTG stock upon the execution of each agreement for each MPTG
technology provided. MPTG can execute agreements for several of its
technologies including its Claims Direct Service, patient narrative
technology or with MPTG's joint marketing partner. Wireless MD. Each
technology agreement will result in a separate fee to Anthem.
In addition, should Anthem make introduction to certain capital sources
resulting in funding for MPTG. Anthem shall receive a finder's fee
equaling 10% of those funds raised in freely tradable shares of MPTG
stock.
Responsibilities to provide such services will be accepted and work
will begin when an advance of 5,000 shares of MPTG is received by
Anthem for its retaining fee and upon signing a Letter of Agreement
with Masterpiece.
Should such activities require additional services which include
travel, beyond the scope of this Agreement, MPTG will be charged on an
hourly basis at the rate of $100.00 per hour, with the minimum being
$500.00 for a half-day.
If at the conclusion of this project, MPTG wishes to retain Anthem
further, the companies will discuss a new agreement at that time.
Please indicate your agreement to the foregoing terms by signing and
dating this Agreement in the spaces below.
ACCEPTED FOR ACCEPTED FOR
Masterpiece Technology Group, Inc. Anthem Communications
By: /s/Newell Crane By: /s/Anthony DiMaio
Date: 6/6/2000 Date: 6/5/00
<PAGE> 3
Kathy Burton
9857 Rathburn Ave, Northridge Ca. 91325
Computer Consulting Agreement
THE AGREEMENT is made and entered into as of this 2nd day of June 2000
by and between Kathy Burton hereinafter referred to as "Computer
Programmer", with its principal place of business at 9857 Rathburn Ave.
Northridge, CA 91325 and Masterpiece Technology Group (MPTG).
RECITALS
WHEREAS, the Computer Programmer is in the business of providing
general computer programming.
WHEREAS, in the operation of Company's business Company is in
need if the services which Kathy Burton provides and wishes to enter a
business agreement with Masterpiece Technology Group to provide such
services.
IN CONSIDERATION of the promise and mutual covenants hereby
contained, it is hereby agreed as follows and will confirm the
arrangements, terms and conditions pursuant it which Kathy Burton (The
Computer Programmer) has been retained to serve as a computer Computer
Programmer and advisor to Masterpiece Technology Group on a
nonexclusive basis as an independent contract. The undersigned hereby
agree to the terms and conditions.
AGREEMENTS
1. Terms of Contract: this Agreement will become effective June 2nd,
2000 and will continue in effect for a period of One-Hundred and eighty
days, unless earlier terminated pursuant to Section 4 of this
agreement.
2. Services to be performed by Independent Contract/computer
Programmer.
2.1 Duties of Independent Contractor. Contractor shall at the request
of the company, upon reasonable notice, render the following services
to the Company from time to time.
2.2 Duties of Computer Programmer. Computer Programmer agrees to
provide general computer consulting to Company. The Computer
Programmer will provide such consulting services and advice pertaining
to the Company's computer programming needs.
2.3 Independent Contractor Status. It is the express intention of the
parties that Kathy Burton be an independent contract and not an
employee, agent, joint venture or partner of Company. Company shall
have no right to and shall not control the manner or prescribe the
method by which Kathy Burton performs the above described services.
Kathy Burton shall be solely responsible for its own actions and the
actions of its agents, employees or partners while engaged in the
performance of services required by this Agreement. Nothing in this
Agreement shall be interpreted or construed as creating or establishing
the relationship of employer and employee between company and Kathy
Burton or any employee or agent of Kathy Burton. Both parts
acknowledge that Kathy Burton is not an employee for state or federal
income tax purpose Kathy Burton specifically agrees that it shall be
exclusively liable for the payment of all income taxes, or other state
or federal taxes, that are due as a result of receipt of any
consideration for the performance of services required by this
agreement. Kathy Burton agree that any such consideration is not
subject to withholding by the Company for payment of any taxes and
Kathy Burton directs Company not to withhold any sums for the
consideration paid to Kathy Burton for the services provided hereunder.
Kathy Burton shall retain the right to perform services for others
during the term of this Agreement. Nothing herein shall constitute
computer Programmer as an employee or agent of the Company, except to
such extent as might hereinafter be agreed. Computer Programmer shall
not have the authority to obligate or commit the Company in any matter
whatsoever.
2.4 Use of Employees of Contract. Kathy Burton, may at its own expense
use any employees or subcontractors, as it deems necessary to perform
the services by Kathy Burton, by this Agreement. Company may not
control, direct or Supervise Computer Programmer and/or its employees
or subcontractors in the performance of those services.
2.5 Expense. Kathy Burton shall bear out-of-pocket costs and expenses,
incident to performing the Consulting Services without a right of
reimbursement from the Company unless such expenses are pre-approved by
the Company.
2.6 Available Time. Computer Programmer shall make available such time
as it, in its sole discretion, Shall deem appropriate for the
performance of its obligation under this Agreement.
3. Compensation.
3.1 Consideration. Company and Computer Programmer agree that Kathy
Burton shall receive Five Thousand ($5,000) dollars to be paid for in
shares of (MPTG) at a base price of 7/8 or Five thousand and seven
hundred shares (5,m700) of (MPTG) for the first (30) days, and
($10,000) dollars in stock at a cost average of 7/8 for each additional
(30) day period thereafter until contract is cancelled. To initiate
this Agreement, A Certificate containing 5,700 shares of (MPTG) is to
be delivered within 5 business days of start of this contract. This
agreement between Kathy Burton fails to perform the necessary deeds to
which has been outlined above, the remaining compensation is subject to
subject to cancellation. The first month of compensation is not
subject to any cancellation by Masterpiece Technology Group and any
cancellation of contract must be made in writing a minimum of five days
prior to the beginning of each new month.
3.2 Reimbursement for out-of-pocket Expense: Company shall reimburse
Kathy Burton at net cost, for the out-of-pocket expenses incurred in
furtherance of this Agreement for travel, postage, printing, telex, and
delivery services provided that any such expenses in excess of $250.00
shall be subject to Company pre-approval and expenses should not exceed
$1500.00
3.3 Assignment and Termination. This Agreement shall not be assignable
to any party.
4. Termination Agreement
4.1 Termination on Notice: Notwithstanding any other provisions of this
Agreement Company may terminate this Agreement at any time by giving
fifteen (15) days written notice to the Computer Programmer. Upon
Kathy Burton receiving 5 days written notification of termination of
this Agreement by Company, it is to receive full payment for services
and expenses as stated in item 3.1 and 3.2 of this Agreement. Unless
otherwise terminated as provided in this Agreement, this Agreement will
continue in force for a period of Six Months.
4.2 Termination on Occurrence of State Event: This Agreement will
terminate on the occurrence of the following event.
(A) Bankruptcy or insolvency of Company.
(B) Nonpayment or performance as sated in this Agreement by Company.
(C) Nonperformance as stated in this Agreement by Computer Programmer.
5. Confidentiality. During the term of this Agreement and for a period
of one year thereof, the Computer Programmer shall treat as the
Company's confidential trade secrets all date, information, ideas,
knowledge and papers pertaining to the affairs of the Company. Without
limiting the generality of the foregoing, such trade secrets shall
include, the identity of the company's customers, suppliers and
prospective customers and suppliers; the identity of the Company's
creditors and other sources of financing; the Company's estimating
costing procedures and the cost and gross prices charged by the Company
for its products, the prices or other consideration charged to or
required of the Company by any of its suppliers or potential suppliers;
the company's sales and promotional policies, and all information
relating to entertainment programs or properties being produced or
otherwise developed by the Company. The Computer Programmer shall not
reveal said trade secrets to other, except in the proper exercise of
its duties for the Company, or use their knowledge thereof in any way
that would be detrimental to the interest of the Company unless
completed to disclose such information by judicial or administrative
process, provide, however, that divulging of information shall not be a
breach of this Agreement to the extent such information was (1)
previously known by the 1" to which it is divulged. Already in the
public domain, all through no fault of the Computer Programmer, or
required to be disclosed by Computer Programmer following judicial or
governmental order. The Computer Programmer shall also treat all
information pertaining to the affairs of the Company's Suppliers an
customer, and prospective customers and supplier as confidential trade
secrets of such customers and suppliers and prospective customers.
6. Computer Programmer's Liability. In the absence of gross negligence
or willful misconduct on the part of the Computer Programmer or the
Computer Programmer's breach of any terms of this Agreement, the
Computer Programmer shall not be liable to the Company or to any
officer, director, employee, stockholder or creditor if the company,
for any act or omission n the course of or in connection with the
rendering or providing of services hereunder. Except in those cases
where the gross negligence or willful misconduct of the Computer
Programmer or the breach of any terms of the Agreement is alleged or
proven, the Company agrees to defend, indemnify and hold the Computer
Programmer of any terms harmless from against any and all reasonable
costs, expenses and liability including reasonable attorney's fees,
paid in the defense of the Computer Programmer, which may in any way
result from services rendered by the Computer Programmer, which may in
any way result from services rendered by the Computer Programmer
pursuant to or in any connection with this Agreement. This
indemnification expressly excludes any and all damages as a result of
any actions or statements on behalf of the Company, made by the
Computer Programmer without the prior approval or authorization of the
Company.
7. company's Liability. The Computer Programmer agrees to defend,
indemnify and hold the Company Harmless from an against any and all
reasonable costs, expenses and liability (including reasonable
attorney's fees paid in defense of the Company_ which may in any way
result pursuant to it's gross negligence or willful misconduct or in
any connection with any action taken or statements made on behalf of
the Company, without the prior approval or authorization of the Company
or which are otherwise in violation of applicable law.
8. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and the Computer programmer and
supersedes any all negotiations, prior discussions and preliminary and
prior agreements and understandings related to the primary subject
matter hereof. This Agreement shall not be modified except by written
instrument duly executed by each of the parties hereto.
9. Waiver. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a Waiver of any other provisions, nor
shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.
10. Assignment and Binding Effect; This Agreement and the rights
hereunder may not be assign by the parties (except by operation of law
merger, consolidation, and sale of assets) and shall be binding upon
and insure to the benefit of the parties and their respective
successors, assigns and legal representative.
11. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or
invalid for any reason whatsoever such unlawfulness or invalidity shall
not affect the validity of this Agreement.
12. Governing Law. This Agreement shall be construed and interpreted
in accordance with the laws of the State of California. Any litigation
arising hereunder shall be initiated only in the state of California.
The prevailing party shall be entitled to recover its attorney's fee
costs. This Agreement shall not be construed against either party
hereto in the event of any ambiguities.
13. Headings. The headings of this Agreement are inserted solely for
the convenience of reference and are not part of, and are not intended
to govern, omit or aid in the construction of any term provision
hereto.
14. Further Acts. Each party agrees to perform any further acts and
execute and deliver any further documents that may be reasonably
necessary to carry out t5he provisions and intent of this Agreement.
15. Acknowledge Concerning Counsel. Each party acknowledges that it
had the opportunity to employ separate and independent counsel of its
own choosing in connection with this Agreement.
16. Independent Contractor Status. There is no relationship,
partnership, agency, employment, franchise or joint venture between the
parties. The parties have no authority to bind the other or incur any
obligations on their behalf.
17. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts each of which shall be deemed original but all of
which together shall constitute one an the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as the date first written.
Kathy Burton
BY: /s/ Kathy Burton 818-341-8833
Kathy Burton
Masterpiece Technology Group
BY: /s/Newell Crane
Newell Crane, CEO
<PAGE> 4
455 Wards Corner Road ( Loveland, Ohio 45140
513-831-6647phone ( 513-831-5633fax
CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of the 30th day of June, 2000 by and
between Masterpiece Technology Group, Inc.(MPTG), a corporation
organized and existing under the laws of the State of Utah having its
principal place of business at 455 Wards Corner Road, Loveland, OH
45140, ("Company") and Ellis Fertig, an individual with a principal
address at 895 Augusta Blvd, Loveland, Ohio 45140 ("Consultant").
WITNESSETH:
In consideration of the premises and mutual covenants hereinafter
contained, the parties hereto agree as follows:
1. THE SERVICES
The Consultant agrees to provide development expertise for MPTG's Del
Crane Medical Billing Division. Consultant has assured the company
they have the required skills as listed below that will allow the
Consultant to provide the services required:
* Nursing Home sales and service
* Nursing Home billing and receivables
* Software system development for nursing homes
2. WORK FOR HIRE
a. It is the intention of the parties hereto that all rights,
including without limitation copyright in any reports, surveys,
marketing promotional and collateral materials prepared by the
Consultant pursuant to the terms of this Agreement, or otherwise for
Company (hereinafter "the Work") vest in Company. The parties
expressly acknowledge that the Work was specially ordered or
commissioned by Company, and further agree that it shall be considered
a "Work Made for Hire" within the meaning of the copyright laws of the
United States and that Company is entitled as author to the copyright
and all other rights therein, throughout the world, including, but not
limited to, the right to make such changes therein and such uses
thereof, as it may determine in its sole and absolute discretion.
b. If, for any reason, the Work is not considered a work made for
hire under the copyright law, then the Consultant hereby grants and
assigns to Company, its successors and assigns, all of its rights,
title, and interest in and to the Work, including, but not limited to,
the copyright therein throughout the world (and any renewal, extension
or reversion copyright now or hereafter provided), and all other rights
therein of any nature whatsoever, whether now known or hereafter
devised, including, but not limited to the right to make such changes
therein, and such uses thereof, as Company may determine.
3. PROPRIETARY INFORMATION
a. For purposes of this Agreement, "proprietary information" shall
mean any information relating to the business of Company or any entity
in which Company has a controlling interest and shall include (but
shall not be limited to) information encompassed in all drawings,
designs, programs, plans, formulas, proposals, marketing and sales
plans, financial information, costs, pricing information, customer
information, and all methods, concepts or ideas in or reasonably
related to the business of Company.
b. Consultant agrees to regard and preserve as confidential, all
proprietary information, whether Consultant has such information in
memory or in writing or other physical form. Consultant shall not,
without written authority from Company to do so, directly or
indirectly, use for the benefit or purposes, nor disclose to others,
either during the term of its engagement hereunder or thereafter,
except as required by the conditions of Consultant's engagement
hereunder, any proprietary information.
c. Consultant shall not disclose any reports, recommendations,
conclusions or other results of the Services or the existence or the
subject matter of this contract without the prior written consent of
Company. In Consultant's performance hereunder, Consultant shall
comply with all legal obligations it may now or hereafter have
respecting the information or other property of any other person, firm
or corporation.
d. The Consultant expressly agrees that the covenants set forth in this
Paragraph are being given to Company in connection with the engagement
of the Consultant by Company and that such covenants are intended to
protect Company against the competition by the Consultant, within the
terms stated, to the fullest extent deemed reasonable and permitted in
law and equity. In the event that the foregoing limitations upon the
conduct of the Consultant are beyond those permitted by law, such
limitations, both as to time and geographical area, shall be, and be
deemed to be, reduced in scope and effect to the maximum extent
permitted by law.
e. The foregoing obligations of this Paragraph shall not apply to
any part of the information that (i) has been disclosed in publicly
available sources of information, (ii) is, through no fault of the
Consultant, hereafter disclosed in publicly available sources of
information, (iii) is now in the possession of Consultant without any
obligation or confidentiality, or (iv) has been or is hereafter
lawfully disclosed to Consultant by any third party, but only to the
extent that the use or disclosure thereof has been or is rightfully
authorized by that third party.
4. INJUNCTIVE RELIEF.
Consultant acknowledges that the injury to Company resulting from any
violation by it of any of the covenants contained in this Agreement
will be of such a character that it cannot be adequately compensated by
money damages, and, accordingly, Company may, in addition to pursuing
its other remedies, obtain an injunction from any court having
jurisdiction of the matter restraining any such violation; and no bond
or other security shall be required in connection with such injunction.
5. FEES AND REIMBURSEMENT OF CERTAIN EXPENSES
a. Company shall pay Consultant a consulting fee in the form of
unrestricted stock. The Company will therefore issue you Three Hundred
Ninety Five Thousand (395,000) shares of unrestricted stock upon
signing of this Agreement. This stock will be used to pay development
for the ongoing development of our nursing home and physician billing
business.
b. The Consultant shall provide to the Company on the first day of
every month an outline report as to the Services that will be performed
that month. Within ten (10) days from the end of each and every month,
Consultant will provide to Company a statement as to the work that was
performed for the prior month.
c. If in reviewing the statements made by the Consultant to the
Company that are required within ten (10) days after the close of a
business month, Company determines that Consultant is not making
sufficient progress in order to complete work for which Consultant was
hired within a reasonable time, the Company will give written notice to
Consultant. Consultant shall have fifteen (15) days to complete the
work required and provide further reports to the Company.
6. BENEFITS
The Consultant, as an independent contractor, shall not be entitled to
any other benefits other than the fees and reimbursement of expenses
provided under Paragraph 5 of this Agreement.
7. DUTY TO REPORT INCOME
The Consultant acknowledges and agrees that it is an independent
contractor and not an employee of the Company and that it is
Consultant's sole obligation to report as income all compensation
received from Company pursuant to this Agreement. The Consultant
further agrees that the Company shall not be obligated to pay
withholding taxes, social security, unemployment taxes, disability
insurance premiums, or similar items, in connection with any payments
made to the Consultant pursuant to the terms of this Agreement.
8. TERM
This Agreement shall be effective beginning as of 30th day of June
2000, and shall continue until date of delivery of completed product
and Services; provided, however, that either Company or Consultant may
terminate this Agreement in whole or in part at any time upon thirty
(30) days' written notice to the other party. In the event of
termination or upon expiration of this Agreement, Consultant shall
return to Company any and all equipment, documents or materials, and
all copies made thereof, which Consultant received from Company for the
purposes of this Agreement and the Company shall pay to Consultant the
amounts provided in Paragraph 5 hereof through the date of such
termination or expiration.
9. INDEMNIFICATION
The Consultant shall indemnify and save Company harmless from and
against all claims arising in favor of any person, firm or corporation
on account of personal injury or property damage in any way resulting
from the improper or illegal acts of Consultant, its employees or
agents. The foregoing indemnity shall include all costs incurred by
Company, including reasonable attorneys' fees.
10. NOTICES
All notices and billings shall be in writing and sent via first class
mail to the respective addresses of the parties set forth at the
beginning of this Agreement or to such other address as any party may
designate by notice delivered hereunder to the other party.
11. GENERAL
a. The terms and conditions of Paragraphs 3, 4 and 5 hereof
shall survive the termination of this Agreement or completion of the
Services as the case may be.
b. Neither the Company nor Consultant shall assign this
Agreement or delegate its duties hereunder and shall not subcontract
any of the Services to be performed hereunder without the prior written
consent of the other party hereto.
c. Consultant shall perform the Services as an independent
contractor and shall not be considered an employee of Company or
Partner, joint venturer or otherwise related to Company for any
purpose.
d. This Agreement shall be governed by the laws of the State
of Ohio.
e. This Agreement constitutes the entire understanding between
Consultant and Company respecting the Services described herein. The
terms and conditions of any purchase order shall have no effect upon
this Agreement and shall be used for accounting purposes only.
f. The failure of either party to exercise its rights under this
Agreement shall not be deemed to be a waiver of such rights or a waiver
of any subsequent breach.
g. Any delay or nonperformance of any provision of this Agreement
caused by conditions beyond the reasonable control of the performing
party shall not constitute a breach of this Agreement, provided that
the delayed party has taken reasonable measures to notify the other of
the delay in writing. The delayed party's time for performance shall be
deemed to be extended for a period equal to the duration of the
conditions beyond its control. "Conditions beyond a party's reasonable
control" include, but are not limited to, natural disasters, acts of
government after the date of the Agreement, power failure, fire, flood,
acts of God, labor disputes, riots, acts of war and epidemics. Failure
of subcontractors and inability to obtain materials shall not be
considered a condition beyond a party's reasonable control.
h. Non-Solicitation of Consultant's Employees: Company agrees not to
knowingly hire or solicit Consultant's employees during performance of
this Agreement and for a period of two years after termination of this
Agreement without Consultant's written consent.
i. Mediation and Arbitration: If a dispute arises under this
Agreement, the parties agree to first try to resolve the dispute with
the help of a mutually agreed-upon mediator in Clermont County, Ohio.
Any costs and fees other than attorney fees associated with the
mediation shall be shared equally by the parties. If the dispute is
not resolved through mediation, the parties agree to submit the dispute
to binding arbitration in Clermont County, Ohio under the rules of the
American Arbitration Association. Judgment upon the award rendered by
the arbitrator may be entered in any court with jurisdiction to do so.
j. Attorney Fees: If any legal action is necessary to enforce this
Agreement, the prevailing party shall be entitled to reasonable
attorney fees, costs and expenses.
k. Complete Agreement: This Agreement together with all exhibits,
appendices or other attachments, which are incorporated herein by
reference, is the sole and entire Agreement between the parties. This
Agreement supersedes all prior understandings, agreements and
documentation relating to such subject matter. In the event of a
conflict between the provisions of the main body of the Agreement and
any attached exhibits, appendices or other materials, the Agreement
shall take precedence. Modifications and amendments to this Agreement,
including any exhibit or appendix hereto, shall be enforceable only if
they are in writing and are signed by authorized representatives of
both parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
MASTERPIECE TECHNOLOGY GROUP, INC.
Newell Crane
President & CEO
Signature: _______________________________
CONSULTANT
Mr. Ellis Fertig
Signature: _______________________________
