Exhibit 10.17
CONSULTING AGREEMENT
This Consulting Agreement ("Consulting Agreement") is entered into as of
this 30th day of May, 2000 by and between GoHealth.MD, Inc., a Nevada
corporation (the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ("Consultant").
WHEREAS, the Company desires to obtain the benefit of the Consultant's
advice and experience regarding alternative medicine applications in the
Company's business and the implementation of such applications in the
Company's websites (the "Consulting Services"), and the Consultant desires to
provide such Consulting Services to the Company, under the terms of this
Consulting Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, hereby agree
as follows:
1. Scope of the Consulting. During the Term (as hereinafter defined),
the Consultant shall provide the Consulting Services (and such other
reasonably related consulting services) to the Company at such times and such
places as shall be agreed from time to time between the Company and the
Consultant. Notwithstanding the foregoing or any other requirements and
duties of the Consultant hereunder, the Company agrees and acknowledges that
the Consultant is not obligated to render services at the Company's place of
business and is not obligated to render services for a fixed number of hours
or days. Nothing in this Consulting Agreement shall be deemed to imply that
the relationship between the Company and the Consultant is that of employer
and employee.
2. Term of Agreement. This Consulting Agreement shall commence as of
May 15, 2000 on the date hereof and shall automatically terminate on September
30, 2000 (the "Term").
3. Compensation. As consideration for his services under this
Consulting Agreement, Consultant shall receive, on the date hereof,100,000
shares of the Company's common stock, $0.01 par value ("Common Stock").
4. Early Termination. This Consulting Agreement shall terminate upon
the death of Consultant or upon the inability of Consultant to perform the
essential requirements of his duties and responsibilities hereunder.
5. Governing Law. This Consulting Agreement shall be governed by the
laws of the State of New Jersey, without regard to conflicts of laws
principles.
6. Severability. If any provision of this Consulting Agreement is held
to be invalid, illegal or unenforceable for whatever reason, that provision
shall be construed to have the broadest interpretation that would make it
valid and enforceable. Invalidity, illegality or unenforceablity of one
provision shall not effect the validity or enforceability of another provision
in this Consulting Agreement.
7. Independent Contractor. The Consultant shall conduct his business as
an independent contractor and shall pay all taxes, duties, social security
contributions and other such payments of same nature which may be found due in
respect of the Consultant's services and the payment of fees by the Company to
the Consultant thereunder.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Consulting Agreement as of the date first above written.
GOHEALTH.MD, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
CONSULTANT
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
