Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this 1st day of
August, 2007 ("Effective Date"),
Between
LIFESPAN INC
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("CORPORATION")
AND:
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("CONSULTANT")
1. Term of Agreement. The respective duties and obligations of the parties
shall commence on the Effective Date and shall continue for a period of
twelve (12) months.
2. Consultations. The Consultant shall make itself available to consult
with the directors and the officers of the Corporation, at reasonable times,
concerning any issue of importance regarding certain opportunities available
to the Corporation and other relevant matters relating to the business of
the Corporation. Specifically, it is anticipated that the Consultant shall
(i) assist the directors and officers of the Corporation in connection with
various delegated matters; and (ii) consult with the directors and officers
of the Corporation regarding business direction, land acquisitions and
medical project development.
3. Compensation. In consideration and compensation for the provision of the
Services, the Corporation shall pay the Consultant the sum of $108,000
annually in advance which sum shall be due and payable upon execution
hereof.
4. Management Power of the Consultant. The business affairs of the
Corporation and the operation of business of the Corporation shall be
conducted by the officers, administrative staff and employees of the
Corporation. It is not the intention of the Corporation to grant or delegate
to the Consultant, and the Corporation does not hereby grant or delegate to
the Consultant any power of direction, management, supervision and control
of the administrative staff or other employees of the Corporation.
5. Consultant to Act as Agent. From time to time, the Corporation may
deem it advisable to enter into agreements with various persons. Regarding
those agreements, the Consultant shall be, and hereby is, designated as an
agent of the Corporation for the purpose of negotiating the terms and
conditions of those agreements. The Consultant, however, shall not obligate
the Corporation to any such agreement without first obtaining the approval
of the terms and conditions of any such agreement from the Board of
Directors of the Corporation.
6. Confidential Information and Trade Secrets.
7. In the course of the discharge of the Consultant's duties to the
Corporation, as a result of Consultant's relationship with the Corporation,
the Consultant shall have access to, and become acquainted with, information
concerning the business of the Corporation, including, but not necessarily
limited to, financial, personnel, credit, sales, planning and other
information which is owned by the Corporation and used regularly in the
operation of the business of the Corporation, and this information
constitutes trade secrets of the Corporation.
8. During the term of this Agreement and at all times thereafter, the
Consultant shall not disclose any such trade secrets, directly or
indirectly, to any other person or use those secrets in any way, except as
is required to carry out, perform and effectuate the services contemplated
by the provisions of this Agreement.
9. All files, discs, documents, writings, records, drawings, specifications,
equipment and similar items relating to the business of the Corporation are,
and shall remain, exclusively the property of Client.
10. Services of Consultant Not Exclusive. The Consultant may represent, perform
services for, and be employed by, any additional persons as the Consultant,
in the Consultant's sole and absolute discretion, determines to be necessary
or appropriate.
11. Relationship Created. The Consultant is not an employee of the Corporation
for any purpose whatsoever, but the Consultant is an independent contractor.
12. Governmental Rules and Regulations. The provisions of this Agreement and the
relationship contemplated by the provisions of this Agreement are subject to
any and all present and future orders, rules and regulations of any duly
constituted authority having jurisdiction of that relationship.
13. Entire Agreement. This Agreement is the final written expression and the
complete and exclusive statement of all the agreements, conditions,
promises, representations, warranties and covenants between the parties.
14. Execution in Counterparts. This Agreement may be prepared in multiple copies
and forwarded to each of the parties for execution.
15. Assignability. Neither party shall sell, assign, transfer, convey or
encumber this Agreement or any right or interest in this Agreement.
16. Severability. In the event any part of this Agreement or the subject matter
of this Agreement, for any reason, is determined by a court of competent
jurisdiction to be invalid, such determination shall not affect the
validity of any remaining portion or subject matter of this Agreement.
Lifespan Inc.
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