CONSULTING AND BUSINESS DEVELOPMENT AGREEMENT
This CONSULTING AND BUSINESS DEVELOPMENT AGREEMENT (the" Agreement") is entered
into as of the 17th day of July, 2002, by and between On The Go Healthcare,
Inc, with its principal offices located at 00 Xxxxxxxx Xxx, Xxxxxxx, Xxxxxxx
X0X 0X0 (the "Company") and Xxx Xxxxxxx Xx. 000 Xxxxx Xxxxxx Xxxxxxxxx XX
00000 ("Consultant")
WHEREAS, Company conducts business and related services at its principal office
location, and the Consultant is a New Jersey corporation which is in the
business of providing, among other things, investment banking, financial
advisory, retail and institutional stock brokerage and general business
consulting services, and the parties wish to enter into a mutually beneficial
business relationship.
NOW, THEREFORE, in consideration of the mutual promises and covenants provided
for herein, the parties hereto agree as follows:
1. TERM/ENGAGEMENT For a term of one year commencing on the first day the
Companies Stock is Listed on the BBX, Consultant will provide the Company
with general financial advisory, investment banking and related business
consulting services in connection with the growth, development and
management of its business, including, but not limited to, providing the
Company with introductions to foreign and domestic broker-dealers, financial
institutions, attorneys accountants, market makers, analysts, investment
advisors marketing personnel, and potential officers and directors.
Either party may cancel this Agreement on Thirty (30) days prior written
notice to the address provided above in the event of a non-cured material
breach of any term hereof. In the event the Company is in material breach
of any provision hereof or prospective performance obligation with respect
to the services contemplated hereunder, Consultant shall be entitled to
retain any and all fees paid to date.
2. FEES/EXPENSES In connection with this engagement, the parties agree that
the activities undertaken and the services provided to the Company shall be
paid by issuing Three Hundred and Twenty Five Thousand (325,000) common
shares ('the shares") of the Company to the consultant with a book value
of $0.0056 as of April 30, 2002
3. CONFIDENTIALITY The parties acknowledge that they will have access to
certain confidential and proprietary information of the other and that
such information constitutes valuable, special and unique property of each.
The parties further acknowledge and agree that they will not, at any time
during or after the term hereof, in any fashion, from or manner, either
directly or indirectly, divulge, disclose or communicate the terms and
conditions of this Agreement or any information of any kind concerning
matters affection or relating to the business of the other.
4. DUE DILIGENCE The Company will provide Consultant with any and all due
diligence files, materials, information and documentation reasonably
requested to complete the assignment contemplated herein, including,
but not limited to, shareholder information and records, all interim and
annual public filings. It is expressly agreed and understood that the
Company will timely provide Consultant with any future public filings,
whether they be in the form of press releases or filings (including, but
not limited to, Filings with respect to the registration and possible
sale of securities) with regulatory bodies from and after the date hereof.
5. MUTUAL INDEMNITY each party herby agrees to indemnify, defend and hold
the other, and such others directors, officers, principals, employees,
agents and affiliates and any employees thereof, harmless from and
against any and all costs, losses, claims, demands and liabilities,
including reasonable attorneys fees and costs, which arise out of or
relate to any breach by the other of any breach by the other of any
of the terms and conditions of this Agreement; any negligent or
intentional wrongful act of the other or its principals, officers,
employees, representatives or agents, or any other act by the other
or its principals, directors, officers, employees, representatives or
agents outside the scope of this Agreement. The terms and conditions
of this Section shall survive termination of this Agreement.
6. CHOICE OF LAW This Agreement and performance hereunder shall be
construed and enforced, and all lawsuits, actions or proceeding arising
out of or related hereto shall be conducted in accordance with the laws
and within the jurisdiction of the province of Ontario, Canada.
7. MISCELLANEOUS
a. Exclusivity Nothing herein shall prevent Consultant from providing
the same or similar services to any other individual or entity and
nothing herein shall prevent the Company from engaging other
parties to perform the same or similar services as described
herein.
b. Cooperation The parties recognize that certain disputes may arise
with third parties, the resolution of which may require the
cooperation of the other, including, but not limited to, providing
factual information and giving depositions and testimony.
Accordingly, at all times during the term of this Agreement and
after its termination, the parties agree to cooperate with the
other to allow such party to advance its position with respect
to such dispute or disputes.
c. Commitments Binding Only Upon Written Consent It is expressly
understood and agreed that neither party shall not have the right
to make any contracts or commitments for or on behalf to the other
without the prior written consent of the other.
d. Assignment This Agreement may not be assigned by either party
without the prior written consent of the other party.
e. Entire Agreement This Agreement contains the entire agreement
between the parties and may only be modified or amended in writing,
by an authorized officer of each party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, each by an
authorized representative thereof, as of the date provided above.
On The Go Healthcare, Inc.
/s/Xxxxxx Xxxx /s/Xxx Xxxxxxx
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Xxxxxx Xxxx - Chairman, Xxx Xxxxxxx Xx.
President, CEO & Director
Managing Dir.
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