C O N S U L T I N G A G R E E M E N T
AGREEMENT made as of the 15th day of June, 2004 by and between On The Go
Healthcare, Inc., maintaining its principal offices at 00 Xxxxxxxx Xxx, Xxxx 0,
Xxxxxxx, Xxxxxxx, XX X0X 0X0 (hereinafter referred to as "Client") and
Xxxx Xxxxxxxxx maintaining his principal offices at 000 Xxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx X0X 1V3(hereinafter referred as "Xx. Xxxxxxxxx").
W I T N E S S E T H :
WHEREAS, Xx. Xxxxxxxxx is engaged in the business of financial consulting
services and has knowledge, expertise and personnel to render the requisite
services to Client; and
WHEREAS, Client is desirous of retaining Xx. Xxxxxxxxx for the purpose of
obtaining these services so as to better, more fully and more effectively deal
more effectively in the investment banking community.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, it is agreed as follows:
I. Engagement of Xx. Xxxxxxxxx. Client herewith engages Xx. Xxxxxxxxx
and Xx. Xxxxxxxxx agrees to render to Client financial consulting services.
A. The consulting services to be provided by the Xx. Xxxxxxxxx
shall include, but are not limited to, the development,
implementation and maintenance of a sound advisory strategy.
Client acknowledges that Xx. Xxxxxxxxx'x ability to relate
information regarding Client's activities is directly related
to the information provided by Client to Xx. Xxxxxxxxx.
1. Corporate Planning (a) develop an in-depth familiarization
with the Client's business objectives and bring to its
attention potential or actual opportunities which meet those
objectives or logical extensions thereof, (b)alert the Client
to new or emerging high potential forms of production and
distribution which could either be acquired or developed
internally, (c) comment on the Client's corporate development
including such factors as position in competitive environment,
financial performances vs. competition, strategies, operational
viability, etc., and (c) identify prospective suitable mergers
or acquisition candidates for the Client, perform appropriate
diligence investigations with respect thereto, advise the
Client with respect to the desirability of pursuing such
candidates, and assist the client in any negotiations which
may ensue therefrom.
B. Client acknowledges that Xx. Xxxxxxxxx will devote such time as
is reasonably necessary to perform the services for Client,
having due regard for Xx. Xxxxxxxxx'x commitments and
obligations to other businesses for which it performs
consulting services.
II. Compensation and Expense Reimbursement.
A. Client will pay Xx. Xxxxxxxxx, as compensation for the services
provided for in this Agreement and as reimbursement for
expenses incurred by Xx. Xxxxxxxxx on Client's behalf, in the
manner set forth in Schedule A annexed to this Agreement which
Schedule is incorporated herein by reference.
Term and Termination. This Agreement shall be for a period of six months. If
the Client does not cancel the contract during the term, the contract will be
automatically extended for three months. Either party hereto shall have the
right to terminate this Agreement upon 30 days prior written notice to the
other party after the first 90 days.
Treatment of Confidential Information. Xx. Xxxxxxxxx shall not disclose,
without the consent of Client, any financial and business information
concerning the business, affairs, plans and programs of Client which are
delivered by Client to Xx. Xxxxxxxxx in connection with Xx. Xxxxxxxxx'x
services hereunder, provided such information is plainly and prominently
marked in writing by Client as being confidential (the "Confidential
Information"). The Xx. Xxxxxxxxx will not be bound by the foregoing
limitation in the event (i) the Confidential Information is otherwise
disseminated and becomes public information or (ii) the Xx. Xxxxxxxxx is
required to disclose the Confidential Informational pursuant to a subpoena or
other judicial order.
Representation by Xx. Xxxxxxxxx of other clients. Client acknowledges and
consents to Xx. Xxxxxxxxx rendering financial consultation services to other
clients of the Xx. Xxxxxxxxx engaged in the same or similar business as that
of Client.
Indemnification by Client as to Information Provided to Xx. Xxxxxxxxx. Client
acknowledges that Xx. Xxxxxxxxx, in the performance of its duties, will be
required to rely upon the accuracy and completeness of information supplied to
it by Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Xx. Xxxxxxxxx, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Xx. Xxxxxxxxx.
Independent Contractor. It is expressly agreed that Xx. Xxxxxxxxx is acting as
an independent contractor in performing its services hereunder. Client shall
carry no workers compensation insurance or any health or accident insurance
on Xx. Xxxxxxxxx or consultant's employees. Client shall not pay any
contributions to social security, unemployment insurance, Federal or state
withholding taxes nor provide any other contributions or benefits which might
be customary in an employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by either party without
the written consent of the other party.
Notices. Any notice to be given by either party to the other hereunder shall
be sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to such party at the address specified on the
first page of this Agreement or such other address as either party may have
given to the other in writing.
Entire Agreement. The within agreement contains the entire agreement and
understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof.
Modification and Waiver. This Agreement may not be altered or modified except
by writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by
the party granting such waiver.
Law to Govern; Forum for Disputes. This Agreement shall be governed by the
laws of the province of Ontario without giving effect to the principle of
conflict of laws. Each party acknowledges to the other that courts within
the City of Concord, Ontario shall be the sole and exclusive
forum to adjudicate any disputes arising under this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
By: /s/Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
On The Go Healthcare, Inc.
By: /s/Xxxxxx Xxxx
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Xxxxxx Xxxx, CEO
SCHEDULE A-1
Payment for services and expenses.
PAYMENT FOR SERVICES EXPENSES
A. For the services to be rendered and performed by Xx. Xxxxxxxxx during
the term of the Agreement, Client shall pay to Xx. Xxxxxxxxx 150,000
shares.
B. Xx. Xxxxxxxxx agrees to pay for all out-of-pocket expenses incurred
in the performance of its duties for Client. Xx. Xxxxxxxxx agrees
that any travel, entertainment or other expense which it may
incur and that may be referable to more than one of its clients
(including Client) will be paid for by Xx. Xxxxxxxxx
By: /s/Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
On The Go Healthcare, Inc.
By: /s/Xxxxxx Xxxx
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Xxxxxx Xxxx, CEO
