STEM CELL THERAPY INTERNATIONAL, INC.
SCTI BUSINESS DEVELOPMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 7th day of February, 2006, by and between STEM
CELL THERAPY INTERNATIONAL, INC.; a corporation duly incorporated under the laws
of Nevada, with its principal office located at 0000 Xxxxx Xxxx Xxx., 0xx Xxxxx,
Xxxxx, Xxxxxxx 00000 ("the Company''), and XXX XXXXX as an SCTI Business
Development Advisor for Costa Rica, herein ("the Business Development Advisor").
In consideration of the mutual agreements contained in this document, the
parties, intending to be legally bound, agree as follows:
1. INDEPENDENT CONTRACTOR.
The Business Development Advisor will be an independent contractor and not
an Employee of the Company.
The Business Development Advisor will not be entitled to receive any
compensation, commissions or benefits other than those expressly provided in
this Agreement.
2. SCOPE OF DUTIES.
WHEREAS, The Business Development Advisor certifies that there are no
outstanding agreements or obligations that conflict with any of the provisions
of this Agreement, or that would preclude or in any way compromise the Business
Development Advisor in compliance with the provisions hereof.
WHEREAS, The Company has engaged the Business Development Advisor to act as a
business consultant and advisor in connection with the Company's business
matters in Costa Rica;
WHEREAS, The Business Development Advisor has experience in providing business
consulting and advisory services to doctors, clinics, hospitals, other medical
facilities, hotels, corporations, governmental agencies, partnerships and other
business organizations within Costa Rica;
NOW THEREFORE, in consideration of, and for the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
(1) PURPOSE. The company hereby engages the Business Development
Advisor on a non-exclusive basis for the term specified in this Agreement to
render business consulting and advisory services upon the terms and conditions
set forth herein.
(2) REPRESENTATIONS OF THE BUSINESS DEVELOPMENT ADVISOR AND THE
COMPANY. The Business Development Advisor represents and warrants to the Company
that it is free to enter into this Agreement and the business consulting and
advisory service to be provided pursuant to this Agreement are not in conflict
with any other contractual or other obligation to which the Business Development
Advisor is bound. The Company acknowledges that the Business Development Advisor
is in the business of providing business consulting and advisory services to
others and that nothing herein contained shall be construed to limit or restrict
the Business Development Advisor in conducting such business with respect to
others, or rendering such services to others.
(3) DUTIES OF THE BUSINESS DEVELOPMENT ADVISOR. During the term of this
Agreement, the Business Development Advisor will provide the Company with
business consulting and advisory services as specified below at the request of
the Company from time to time, provided that the Business Development Advisor
shall not be required to undertake duties not reasonably within the scope of the
services in which the Business Development Advisor is engaged generally. In
performance of these duties, the Business Development Advisor shall provide the
Company with the benefits of his/her best judgment and efforts. It is understood
and acknowledged by the parties that the amount of time spent rendering such
business consulting and advisory services shall be determined according to the
Business Development Advisor's and the Company's mutually convenient schedule.
The Business Development Advisor's business consulting and advisory services
shall include but are not limited to:
a.) Structuring; set up office and administration the Costa
Rica for SCTI.
b.) Interface with Federal, local and city governmental agencies to provide
access to, and help produce documentation to obtain any special permits and
address any licensing issues.
c.) Provide as Business liaison between SCTI and affiliated clinics, hospitals
other medical facilities and Treating Physicians in Costa Rica; and
d) Provide general business planning, security, development and operations
support; and
e) Assist with mergers and acquisitions, and any other agreed upon
business ventures; and
f) The Business Development Advisor will be responsible to do the
following as well:
(4) The Business Development Advisor agrees to participate in conference
calls and meetings with the SCTI Corporate Officers and members of the Company's
Medical and Scientific Business Development Advisory Board when his/her schedule
allows, to discuss the latest technology in stem cell treatments, corporate
policies and shall contribute with his/her recommendations on future progress
and corporate operations and direction.
(5) The Business Development Advisor will be required to interact with SCTI
treating Physicians, Medical and Scientific Advisory Board Members, Corporate
Officers and to develop strategic alliances with other corporations,
governmental agencies, research organizations, medical facilities, universities
and individuals outside of the Company for the advancement of our knowledge and
expertise in the treatment of patients with our various stem cell Products.
(6) The Business Development Advisor's roll will be to make sure that the
Company will maintain its competitive edge both globally and in the United
States in the field of stem cell treatments, research and the development of new
technologies and vertical markets.
3. COMPENSATION.
The Company shall issue ten thousand (10,000) shares of Rule 144 common
stock of the Company to the Business Development Advisor as compensation for the
initial one year term of this agreement, as follows:
(a) Thirty days after the execution of this agreement, the Company
shall issue five thousand (5,000) shares of common stock under rule 144, and
(b) Six months after the execution of this agreement, the Company shall
issue the remaining five thousand (5,000) shares common stock under rule 144.
(c) Compensation for successive renewal years under the terms of this
Agreement shall be issued at thirty days and six months after renewal in two
increments of five thousand shares of rule 144 common stock.
(d) The Company will pay the Business Development Advisor a sum of
$3,000. UDS per Patient sent to his/her counties affiliated medical facilities
for treatment by the Company.
(e) The company will pay the Business Development Advisor a sum of
$5,000. USD per Patient referred to the affiliated medical facilities for
treatment by the Business Development Advisor.
(f) The Business Development Advisor will pay the sum of $700. USD to
the treating physician for each SCTI patient treated with our stem cell
biological solution.
(g) The Business Development Advisor will be responsible for arranging
pick up and drop off at the airport for each patient as well as the cost of a
hotel room with meals (no alcohol) for (5) five days for the patient and one
companion.
(h) If the patient and their party decide to stay longer than the (5)
five treatment days, the Business Advisor will have the patient sign a Discharge
Agreement where the patient will be responsible for any expenses thereafter
themselves, including transportation to the airport.
4. TERM.
This Agreement will become effective on the date of execution and will continue
in full force and effect for a minimum period of one (1) year and thereafter
from year to year unless and until terminated by a party in accordance with this
Agreement.
5. TERMINATION.
During the minimum period of one (1) year, either party may immediately
terminate this Agreement for cause, upon written notice for any breach of
contract, if the other party does not cure a material breach of this Agreement
within thirty (30) days of receipt of written notice detailing such breach.
After the expiration of one (1) year from the date of execution of this
agreement, either party may terminate this Agreement without cause and for
convenience with fourteen (14) days prior written notice to the other party. At
any time, the parties may mutually agree in writing to terminate this Agreement.
6. CONFIDENTIALITY.
The Business Development Advisor shall not use or divulge or
communicate to any person (other than those whose province it is to know the
same or as permitted or contemplated by this Agreement or with the written
approval of the other party or as may be required by law):
(i) any Confidential Company Information; or
(ii) any of the terms of this Agreement
The Business Development Advisor shall prevent the unauthorized publication
or disclosure of any such information, materials or documents and ensure that
any person to whom the information, materials or documents are disclosed is
aware that the same is confidential and is covered by a similar duty to maintain
confidentiality.
The Business Development Advisor shall ensure that any employees,
consultants, agents or Business Development Advisors are aware of and comply
with the confidentiality and non-disclosure provisions contained in this Section
and shall indemnify the Company against any loss or damage which the Company may
sustain or incur as a result of any breach of the terms hereof by the Business
Development Advisor, or any employees, consultants, agents or Business
Development Advisors.
CONFIDENTIAL INFORMATION.
The Business Development Advisor shall not directly or indirectly,
communicate, disclose or divulge to any person or entity, or use for their own
benefit or the benefit of any person or entity, any knowledge or information
which the Business Development Advisor may have acquired, no matter from whom or
on what matter such knowledge or information may have been acquired from the
Company.These provisions shall survive the expiration or termination of this
Agreement.
7. COVENANT NOT TO COMPETE.
The Business Development Advisor, during the Term hereof, and for an
additional period of two years thereafter (the ``Non-competition Term''), may
not:
(a) Engage or participate in or become employed by, or render Business
Development Advisory or other services to, any business entity that competes
with the Company in the Ukraine or the Dominican Republic.
If the foregoing provision is determined to be invalid by reason of the
length of any period or the size of the area set forth, such period of time,
such area or both will be considered to be reduced to a period of time or area
that will cure such invalidity.
(b) Directly or indirectly solicit or induce any person, corporation, or
other entity that is a customer of the Company at the time of the execution of
this agreement or that was a customer at any time within the one-year period
immediately preceding such termination to become a customer of any other person,
corporation, or other entity competing with the Company or its Parent. The
Business Development Advisor further agrees that he or she will not approach any
such person, corporation, or other entity for such purposes.
(c) Directly or indirectly solicit or induce any person who is an Employee
of the Company or its Parent to become employed by any person, firm or
corporation competing with the Company or its Parent, or approach any Employee
for such purpose.
(d) Disclose any proprietary or confidential information of the Company or
its Parent relating to (i) the customers, clients, employees and accounts of the
Company or its Parent, including but not limited to the identity of the
Company's or its Parent's customers if such identity is proprietary or
confidential; (ii) the Company's or its Parent's business methods, systems,
plans, policies, and personnel; or (iii) the technical data, trade secrets, or
know-how of the Company or its Parent, including, but not limited to, research,
product plans, products, services, markets, software, developments, inventions,
processes, formulas, technology, designs, drawings, engineering, hardware,
configuration information, marketing, finances or other business information
disclosed by the Company or its Parent, either directly or indirectly, whether
in writing, orally or by drawings or inspection of parts or equipment.
8. ARBITRATION OF DISPUTES.
(a) The Company and the Business Development Advisor agree that any dispute
or controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, will be settled by arbitration to be
held in Philadelphia County, Pennsylvania, in accordance with the rules then in
effect of the American Arbitration Association. The arbitrator may grant
injunctions or other relief in the dispute or controversy.
(b) The decision of the arbitrator will be final, conclusive and binding on
the parties to the arbitration. Judgment may be entered on the arbitrator's
decision in any court of competent jurisdiction. The Company and The Business
Development Advisor will each pay one-half of the cost and expenses of the
arbitration and each will separately pay its respective counsel fees and
expenses.
The Business Development Advisor acknowledges that the services to be
rendered by the Business Development Advisor are of a special, unique and
extraordinary character, and in connection with such services, the Business
Development Advisor will have access to confidential information vital to the
Company's and its Parent's business. By reason of this, the Business Development
Advisor agrees that if the Business Development Advisor violates any of the
provisions of this Agreement with respect to non-competition, diversion of the
Company's and its Parent's clients or employees, or confidentiality, the Company
and the Parent would sustain irreparable harm, and therefore, in addition to any
other remedies that the Company and Parent may have under this Agreement, the
Company and Parent will be entitled to apply to any court of competent
jurisdiction for equitable relief, including specific performance and
injunctions restraining the Business Development Advisor from committing or
continuing any such violation of this Agreement.
(b) The Business Development Advisor further agrees that no bond or other
security will be required in obtaining equitable relief and the Business
Development Advisor hereby consents to the issuance of an injunction and to the
ordering of specific performance.
(c) The Business Development Advisor further agrees that he will be required
to sign an INFORMATION & PRODUCT EVALUATION AND NON-DISCLOSURE AGREEMENT in
order to accept the position on the SCTI Business Development Advisory Board.
9. INDEMNITY
The Business Development Advisor shall and does hereby agree to defend,
indemnify, release, and save harmless the Company, or companies agents,
representatives, servants, employees, attorneys, and assigns from and against
any and all suits, actions, judgments, damages, costs, expenses, and attorneys
fees incurred in defense of any action or proceeding arising out of the
performance of this agreement
10. NOTICES.
Any notice, request, demand or other communication required or permitted to
be given under this Agreement will be sufficient if in writing and if delivered
personally, or sent by certified or registered mail as follows (or to such other
addressee or address as will be set forth in a notice given in the same manner):
If to the Business Development Advisor:
Xxx Xxxxx
____________________________________
and
____________________________________
If to the Company:
Xxxxxx X. Xxx
CEO/Chairman
Stem Cell Therapy International Inc.
0000 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx, Xxxxx #000
Xxxxx, XX 00000
Any such notice will be deemed to be given on the date delivered or mailed
in the manner provided above.
11. WAIVER OF BREACH.
The waiver by the Company or by the Business Development Advisor of a
breach of any provision of this Agreement by the other party will not operate,
or be construed, as a waiver of any other breach of such other party.
12. ASSIGNMENT.
This Agreement will inure to the benefit of, and be binding upon, the
Company, its successors and assigns. This Agreement will be binding on the
Business Development Advisor, the Business Development Advisor's heirs,
executors or administrators, and legal representatives. However, this Agreement
will not be assignable by the Business Development Advisor nor may the
obligations of the Business Development Advisor be delegated, without express
written consent of the Company.
13. ENTIRE AGREEMENT.
This Agreement represents the entire understanding of the parties and
supersedes all previous agreements, oral or written, between the parties and any
modification of the agreement must be in writing and executed by the parties.
This is a personal services contract and the Business Development Advisor may
not assign any rights or delegate any duties of the Business Development Advisor
under this agreement.
14. APPLICABLE LAW.
The parties agree that this Agreement will be construed and enforced
pursuant to the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have set their hands as of the day and year
first above written.
Stem Cell Therapy International, Inc. SCTI Business
Development Advisor,
Costa Rica
By: BY: ____________________________
Xxxxxx X. Xxx, CEO/Chairman Xxx Xxxxx
