CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement") is made as of the 3rd day of March
2005 by and between AVVAA World Health Care Products, Inc., ("the Company"), a
Nevada corporation and Xxxxx X. Xxxxx (Consultant).
WHEREAS, the Company is a publicly traded company whose shares are quoted on the
OTC Bulletin Board;
WHEREAS, the Consultant has provided consulting services ("Consulting
Services"); and
WHEREAS, the Company wishes to compensate Consultant for services already
rendered and future services on the following terms and conditions;
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. In exchange for providing the Consulting Services to Company and as payment
for services already provided, for which the Company currently owes Consultant
the amount $121,500 dollars (the "Balance"), the Consultant shall receive thirty
five thousand ( 35,000) S-8 shares of Company's common stock, par value $.001
(the "Shares"). Consultant shall not directly or indirectly promote or maintain
a market for the Shares. Moreover, Consultant agrees that the Shares are not and
will not be provided in connection with a capital raising transaction for the
Company, and that Consultant will provide no services relating to any capital
raising or the promotion or maintenance of a market for the shares of the
Company.
2. The Shares will be issued to Xxxxx X. Xxxxx. Following issuance of the
Shares, the Consultant shall sell the shares on the open market, and shall
provide the Company with copies of brokerage statements reflecting the sale of
the Shares. The net sale proceeds after brokerage commissions shall be applied
as a credit against the Balance. In the event that the Balance has not been paid
in full from the net sale proceeds of the Shares, then the Company undertakes to
issue additional shares of its common stock, and to register such shares
pursuant to an S-8 registration, if necessary, so that additional installments
of shares can be issued to the Consultant to satisfy the remaining Balance, on
the same terms and conditions set forth above. In the event the Balance is
exceeded, the Consultant shall credit the Company for future legal services.
3. The Consultant shall use the Consultant's best efforts to assist the Company
by providing the Consulting Services.
4. The Consultant shall not be liable for any mistakes of fact, errors of
judgment, for losses sustained by the Company or any subsidiary or for any acts
or omissions of any kind, unless caused by the negligence or intentional
misconduct of the Consultant or any person or entity acting for or on behalf of
the Consultant.
5. The Company and its present and future subsidiaries jointly and severally
agree to indemnify and hold harmless the Consultant against any loss, claim,
damage or liability whatsoever, (including reasonable attorneys' fees and
expenses), to which Consultant may become subject as a result of performing any
act (or omitting to perform any act) contemplated to be performed by the
Consultant pursuant to this Agreement unless such loss, claim, damage or
liability arose out of Consultant's negligence, or intentional misconduct. The
Company and its subsidiaries agree to reimburse Consultant for the reasonable
costs of defense of any action or investigation (including reasonable attorney's
fees and expenses); provided, however, that Consultant agrees to repay the
Company or its subsidiaries if it is ultimately determined that Consultant is
not entitled to such indemnity. In case any action, suit or proceeding shall be
brought or threatened, in writing, against Consultant, it shall notify the
Company within three (3) days after the Consultant receive notice of such
action, suit or threat. The Company shall have the right to appoint the
Company's counsel to defend such action, suit or proceeding, provided that
Consultant consents to such representation by such counsel, which consent shall
not be unreasonably withheld. In the event any counsel appointed by the Company
shall not be acceptable to Consultant, then the Company shall have the right to
appoint alternative counsel for Consultant reasonably acceptable to Consultant,
until such time as acceptable counsel can be appointed. In any event, the
Company shall, at its sole cost and expense, be entitled to appoint counsel to
appear and participate as co-counsel in the defense thereof. Consultant, or
their co-counsel, shall promptly supply the Company's counsel with copies of all
documents, pleadings and notices which are filed, served or submitted in any of
the aforementioned. Consultant shall not enter into any settlement without the
prior written consent of the Company, which consent shall not be unreasonably
withheld.
6. This Agreement shall be binding upon the Company and the Consultant and their
successors and assigns.
7. If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever, (i) the validity, legality
and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby; and (ii) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held, invalid illegal or unenforceable.
8. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto. No waiver of any other
provisions hereof (whether or not similar) shall be binding unless executed in
writing by both parties hereto nor shall such waiver constitute a continuing
waiver.
9. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
10. The Parties agree that should any dispute arise in the administration of
this Agreement, that this Agreement shall be governed and construed by the laws
of the State of New Jersey, without regard to conflicts of laws of any other
jurisdiction. The Parties further agree that any action arising out of this
agreement shall be brought exclusively in an appropriate court of New Jersey
having jurisdiction.
11. This Agreement contains the entire agreement between the parties with
respect to the consulting services to be provided to the Company by the
Consultant and supersedes any and all prior understandings, agreements or
correspondence between the parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
AVVAA WORLD HEALTH CONSULTANT: Xxxxx X. Xxxxx
BY: /s/ Xxxx Xxxxxx BY: /s/ Xxxxx X. Xxxxx
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Xxxx Xxxxxx, President Xxxxx X. Xxxxx
