EXHIBIT 10.32
STRATEGIC PLANNING SERVICES AGREEMENT
THIS STRATEGIC PLANNING SERVICES AGREEMENT (this "Agreement") is entered
into as of September 5, 2003 by and between Xxxxx Xxxxxx, a Florida resident
(the "Consultant"), and SinoFresh HealthCare, Inc., a Delaware Corporation (the
"Company").
WHEREAS, the Company desires to be assured of the association and services
of the Consultant in order to avail itself of the Consultant's experience,
skills, abilities, knowledge, and background to facilitate long range strategic
planning, business activity, growth and development, and to advise the Company
in business strategic matters and is therefor willing to engage the Consultant
upon the terms and conditions set forth herein;
WHEREAS, the Consultant agrees to be engaged and retained by the Company
upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the covenants,
agreements and obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby covenant and agree as follows:
1. Consulting Services. By preparing and submitting periodic reports to
the Company's Board of Directors, the Consultant agrees to provide consulting
services (the "Services") to the Company, including, but not limited to:
(a) Updating the Company's business plan and strategic forecasting
models;
(b) Business development assistance including terms of deals and
suggestions during negotiations;
(c) Sales assistance through the development of business models and
sales strategy;
(d) Strategic consulting regarding high level product planning,
market development, marketing and public relations planning;
(e) Introductions to prospective customers for the Company's
products or services; and
(f) Participation arid attendance at meetings with the Company's
Board of Directors, management, customers, and strategic partners, as requested
by the Company.
2. Term. The term of this Agreement shall commence as of the date hereof
and shall be effective for a period of three (3) years (the "Term"). This
agreement may be extended the same terms by mutual agreement between the
Consultant and the Company.
3. Direction, Control and Coordination. The Consultant shall perform the
Services
under the direction and with the approval of the Company's Chief Executive
Officer.
4. Dedication of Resources. The Consultant shall devote such time,
attention and energy as is necessary to perform and discharge the Services in an
efficient, trustworthy, and businesslike manner. The Company acknowledges that
the Consultant has other duties outside of its duties under this Agreement.
5. Standard of Performance. The Consultant shall use his best reasonable
efforts to perform the Services in a professional, efficient and effective
manner. The Consultant shall perform the Services in conjunction and cooperation
with the Company.
6. Compensation. As compensation for performing the Services, the Company
shall issue to the Consultant a warrant to purchase 100,000 shares of the
Company's common stock at the price of $7.00 per share (the `Warrant"). The
Warrant is attached hereto as Exhibit A.
7. Expenses. The Company shall reimburse the Consultant for his reasonable
out-of-pocket expenses incurred in connection with the Services. Additionally,
upon request by the Consultant, the Company shall pay for reasonable
out-of-pocket travel related expenses necessary for the Consultant to perform
the Services. The Company must pre-approve any expense that will exceed $100.00.
8. Confidential Information. The Consultant recognizes and acknowledges
that he has had and will continue to have access to confidential information of
the Company and its affiliates, including, without limitation, information and
knowledge pertaining to products and services offered, inventions, innovations,
designs, ideas, plans, trade secrets, proprietary information, advertising,
distribution and sales methods and systems, and relationships between the
Company and its affiliates and customers, clients, suppliers and others who have
business dealings with the Company and its affiliates ("Confidential
Information"). The Consultant acknowledges that such Confidential Information is
a valuable and unique asset and covenants that he will not, either during or for
five years following the termination of this Agreement, disclose any such
Confidential Information to any person for any reason whatsoever or use such
Confidential Information (except as his duties hereunder may require) without
the prior written authorization of the Company, unless such information is in
the public domain through no fault of the Consultant or except as may be
required by law. Upon the Company's request, the Consultant will return all
tangible materials containing Confidential Information to the Company.
9. Relationship. This agreement does not create, and shall not be
construed to create, any joint venture or partnership between the parties. No
officer, employee, agent, servant, or independent contractor of the Consultant,
nor their affiliates, shall at any time be deemed to be an employee, agent,
servant, or broker of the Company for any purpose whatsoever solely as a result
of this Agreement. Further, the Consultant shall have no rig authority to assume
or create any obligation or liability, express or implied, on the Company's
behalf, or to bind the Company in any manner whatsoever.
10. Notices. Any notice required or desired to be given under this
Agreement shall be in writing and shall be deemed given when personally
delivered or sent by certified or
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registered mail to the following addresses, or such other address as to which
one party may have notified the other in such manner:
If to the Company: SinoFresh HealthCare, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
With a copy to: Xxxxx X. Xxxx
The Xxxx Law Group, PLLC
000 Xxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000
If to the Consultant: Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxx, XX 00000
11. Applicable Law. The validity, interpretation and performance of this
Agreement shall be controlled by and construed under the laws of the State of
Florida.
12. Severability. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provisions of this Agreement.
13. Waiver of Breach. The waiver by either party of a breach of any
provision of this Agreement by the other shall not operate or be construed as a
waiver of any subsequent breach by such party. No waiver shall be valid unless
in writing and signed by an authorized officer of the Company or the Consultant.
14. Binding Effect. This Agreement shall be binding upon the parties and
their respective personal representatives, successors and assigns.
15. Entire Agreement and Changes. This Agreement contains the entire
understanding of the parties with respect to its subject matter. It may not be
changed orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension, or discharge is
sought
16. Counterparts. This Agreement may be executed in counterparts each of
which shall constitute an original document, and both of which together shall
constitute the same document.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
THE COMPANY:
SINOFRESH HEALTHCARE, INC.
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Chairman and Chief Executive Officer
THE CONSULTANT:
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
