EXHIBIT 10.1
FORM OF CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective
the ____ day of _______________________, 2014 (the "Effective Date")
____________________________ (the "Consultant"), and CELL SOURCE, INC., F/K/A
TICKET TO SEE, INC., a corporation organized under the laws of the State of
Nevada, with its principal place of business at 0000 Xxxxxxx Xxxxx, Xxxxx 000,
Xxx Xxxxx, XX 00000 ("Client").
WHEREAS, Consultant is in the business of providing services for management
consulting and strategic business advisory; and
NOW THEREFORE, in consideration of the mutual promises and covenants set forth
in this Agreement, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. CONSULTING SERVICES. In consideration of services rendered to the Company
Consultant shall receive the compensation set forth in this Agreement.
It is acknowledged and agreed by the Client that Consultant carries no
professional licenses, is not rendering legal advice or performing
accounting services, is not acting as an investment advisor or
broker/dealer within the meaning of the applicable state and federal
securities laws and is not effecting securities transactions for or on
account of the Client. The services of Consultant shall not be exclusive
nor shall Consultant be required to render any specific number of hours or
assign specific personnel to the Client or its projects.
2. INDEPENDENT CONTRACTOR; NO AGENCY. The Consultant agrees to perform its
consulting duties hereto as an independent contractor. No agency,
employment, partnership or joint venture shall be created by this
Agreement. Consultant shall have no authority as an agent of the Client or
to otherwise bind the Client to any agreement, commitment, obligation,
contract, instrument, undertaking, arrangement, certificate or other
matter. The Client shall not make social security, worker's compensation or
unemployment insurance payments on behalf of Consultant. The parties hereto
acknowledge and agree that Consultant cannot guarantee the results or
effectiveness of any of the services rendered or to be rendered by
Consultant.
The Consultant shall have no authority to legally bind the Client to any
agreement, contract, obligation or otherwise.
3. NO GUARANTEE. The parties hereto acknowledge and agree that Consultant
cannot guarantee the results or effectiveness of any of the services
rendered or to be rendered by Consultant. Rather, Consultant shall conduct
its operations and provide its services in a professional manner and in
accordance with good industry practice. Consultant will use its best
efforts and does not promise results.
4. COMPENSATION AND TERM. This Agreement shall be terminated immediately upon
the Company's issuance of the Warrant (as defined below).
(a) Client shall pay Consultant for its services hereunder as follows:
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i. Client shall issue to Consultant ___________Common Stock Purchase
Warrants (the "Warrant") upon execution of the Agreement in the
form annexed hereto as Exhibit A.
(b) Consultant is responsible for any and all of its expenses in
connection with this Agreement.
5. CONFIDENTIALITY. The Consultant recognizes and acknowledges that it has and
will have access to certain confidential information of the Client and its
affiliates that are valuable, special and unique assets and property of the
Client and such affiliates (the "Confidential Information"). Confidential
Information shall not be deemed to include information (a) in the public
domain, (b) available to the Consultant outside of its service to the
Client or other than from a person or entity known to Consultant to have
breached a confidentiality obligation to the Client, (c) independently
developed by Consultant without reference to the Confidential Information,
or (d) known or available to Consultant as of the date of this Agreement.
The Consultant will not, during the term of this Agreement, disclose,
without the prior written consent or authorization of the Client, disclose
any Confidential Information to any person, for any reason or purpose
whatsoever. In this regard, the Client agrees that such authorization or
consent to disclose may be conditioned upon the disclosure being made
pursuant to a secrecy agreement, protective order, provision of statute,
rule, regulation or procedure under which the confidentiality of the
information is maintained in the hands of the person to whom the
information is to be disclosed or in compliance with the terms of a
judicial order or administrative process.
6. CERTAIN REPRESENTATIONS OF CONSULTANT. The Consultant represents and
warrants to the Company that the Consultant is an "accredited investor"
within the meaning of Rule 501 under the Securities Act of 1933, as
amended (the "Securities Act"). Consultant covenants and agrees that it
and its affiliates will not sell, assign or otherwise transfer any
shares of common stock received from the Company as consideration
hereunder except in compliance with the registration requirements of
the Securities Act and state securities laws or an appropriate
exemption from such requirements. Consultant further represents and
warrants that Consultant has significant experience in advising and
transacting business with companies and understands the risks
associated therewith.
7. WORK PRODUCT. It is agreed that all information and materials produced for
the Client shall be deemed "work made for hire" and the property of the
Client.
8. NOTICES. Any and all notices or other communications or deliveries required
or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 6:30 p.m. (New York
City time) on a Business Day, (ii) the Business Day after the date of
transmission, if such notice or communication is delivered via facsimile at
the facsimile telephone number specified in this Agreement later than 6:30
p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York
City time) on such date, (iii) the Business Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service,
or (iv) upon actual receipt by the party to whom such notice is required to
be given as follows:
To the Client:
To the Consultant:
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9. WAIVER OF BREACH. Any waiver by either party or a breach of any provision
of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by any party.
10. ASSIGNMENT. This Agreement and the right and obligations of the Consultant
hereunder shall not be assignable without the written consent of the
Client, which shall not be unreasonably withheld.
11. GOVERNING LAW. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof.
Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in New York County, New York for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with
evidence of delivery). Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. Each
party irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby.
If either party shall commence an action or proceeding to enforce any
provisions of the documents contemplated herein, then the prevailing party
in such action or proceeding shall be reimbursed by the other party for its
attorneys fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.
12. SEVERABILITY. All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent
court, the Agreement shall be interpreted as if such invalid agreements or
covenants were not contained herein.
13. ENTIRE AGREEMENT. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
other or prior understandings, agreements and negotiations between the
parties.
14. WAIVER AND MODIFICATION. Any waiver, alteration, or modification of any of
the provisions of this Agreement shall be valid only if made in writing and
signed by the parties hereto. Each party hereto, may waive any of its
rights hereunder without affecting a waiver with respect to any subsequent
occurrences or transactions hereof.
15. BINDING ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association under its Commercial
Arbitration Rules and judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof. The arbitration
shall be conducted in New York County, New York.
16. COUNTERPARTS AND FACSIMILE SIGNATURE. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed
an original, but all of which taken together shall constitute one and the
same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
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constitute a valid and binding execution and delivery of this Agreement by
such party. Such facsimile copies shall constitute enforceable original
documents.
17. FORCE MAJEURE. Neither party shall be in default or otherwise liable for
any delay in or failure of its performance under this Agreement where such
delay or failure arises by reason of any Act of God, or any government or
any governmental body, war, terrorist act, insurrection, the elements,
strikes or labor disputes, or other similar or dissimiliar cause beyond the
control of such party. The Client may terminate, at its option, the whole
or any part of this Agreement or if such situation continues for more than
thirty (30) days.
18. CONFLICT. In the event of a conflict between the provisions of any exhibit
to this Agreement and the Agreement, the provisions of this Agreement shall
govern.
19. FURTHER ASSURANCES. Each party will execute and deliver such further
agreements, documents and instruments and take such further action as may
be reasonably requested by the other party to carry out the provisions and
purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement, effective as of the date set forth above.
CONSULTANT:
By:______________________________________ DATE:
CLIENT:
By: _____________________________________ DATE:
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