EXHIBIT 10.24
CONSULTING AGREEMENT
Consulting Agreement ("Agreement") made this 8th day of September 2006
by Linkwell Corporation., organized and existing under the laws of Florida State
("LWLL", "Linkwell" or "Company") and ZHIYAN SHI ("SHI" or the "Consultant").
W I T N E S S E T H:
A. Linkwell Corp desires to engage the services of Consultant as its
representative in China for business development and mergers & acquisition.
Linkwell will look to the Consultant for advice as it relates to general
business affairs, business development, and merger & acquisition opportunities.
Shi desires to provide her services to Linkwell as an independent contractor.
B. NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the parties hereto agree as follows:
1. CONSULTING SERVICES.
a. Upon the terms and subject to the conditions contained in this
Agreement, Consultant hereby agrees that he shall, during the term of this
Agreement, will undertake the performance of services as outlined in this
Agreement.
b. Upon the terms and subject to the conditions contained in this
Agreement, Consultant hereby agrees that he shall, during the term of this
Agreement, will support the Company in the following areas:
i. General business consulting
ii. Identification and evaluation of potential mergers and acquisitions
iii.Assist in the creation of marketing plans
iv. Screening candidates for merger and acquisition
v. Due diligence on any candidate for merger and acquisition
vi. M&A strategy planning and analysis
2. TERM. The Agreement shall be for a term of Thirty six (36) months from the
date hereof. This Agreement may be extended for an additional twelve (12) months
upon the mutual agreement of both Linkwell and the Consultant.
3. COMPENSATION. Linkwell shall pay the following compensation to Shi in
consideration for the services to be rendered hereunder:
a. Linkwell shall issue Shi 500,000 shares of Linkwell common stock $.0005
par value (the "Shares"), in consideration for the agreement to provide
services to be performed hereunder.
4. BREACH OF CONTRACT. The sole remedy of this contract in respect of any
material breach of this Agreement by Consultant shall be to terminate this
Agreement upon the giving of thirty (30) days' prior written notice, but no such
termination shall effect the fees payable pursuant to paragraph 3 hereof.
5. TERMINATION. Either party may terminate this Agreement upon the giving of
thirty (30) days' prior written notice, but no such termination shall affect the
fees payable pursuant to Paragraphs 3 hereof.
Initial: ________ _________
1
6. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the
parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.
7. WAIVERS AND AMENDMENTS. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any right,
power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder. The rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies which any party may otherwise have at law or in equity.
8. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida applicable to agreements made
and to be performed entirely within such State.
9. SEVERABILITY OF PROVISIONS. The invalidity or unenforceability of any
term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.
10. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.
11. NATURAL DISASTER. In the event that any obligation of either party is
prevented or delayed by circumstances of natural disaster, such party will be
excused from any failure to perform any such obligation under this Agreement to
the extent that such failure is caused by any such circumstances.
12. NOTICES. All notices to be given hereunder shall be in writing, with fax
notices being an acceptable substitute for mail and/or and delivery to:
Consultant: Company:
Zhiyan Shi Xx. Xxx Xxxx Xxxx
Chief Executive Officer
Linkwell Corporation
Xx. 000 Xxxxx Xxxxxx Xxxx
Xxxxxxx Xxxxxxxx
Xxxxxxxx, Xxxxx 200436
(00) 00-00000000
Initial: ________ _________
2
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
LINKWELL CORPORATION CONSULTANT
/s/ Xxx Xxxx Bian /s/ Zhiyan Shi
-------------------- --------------------
[Sign name] [Sign name]
Xxx Xxxx Bian Zhiyan Shi
-------------------- --------------------
[Print name] [Print name]
CEO 9/8/06
-------------------- --------------------
[Title] [Date]
9/8/06
--------------------
[Date]
Initial: ________ _________
3
