EXHIBIT 10.19
CONSULTING AGREEMENT
This agreement sets forth the terms (the "Agreement") between Xxxxxxx Oil and
Gas, Inc (Xxxxxxx) and National Healthcare Technology Inc. ("the Company")
concerning business management services (hereafter being referred to as the
"Services") rendered to the Company from January 5th, 2007 and continuing
through December 31st, 2007.
When countersigned in the space provided below, this shall serve as our
agreement, as detailed below. Therefore, this Agreement contains the full and
complete understanding between the parties and supersedes all prior
understandings. It is further understood/agreed (when countersigned) that this
Agreement may not be altered, modified or changed in any way without the express
written consent of both parties and shall be construed in accordance with the
laws of the State of California applicable to agreements executed and wholly
performed within that State.
1. THE SERVICES
A. It is agreed that Xxxxxxx shall be retained to provide advisory
services for the review of oil and gas properties, review of
operating agreements, oil and gas leases, and other oil and gas
related business ventures.
2. COMPENSATION FOR THE SERVICES
As consideration for the services rendered by Xxxxxxx, the Company shall
pay Xxxxxxx as follows:
A. The Company shall pay to Xxxxxxx A fee of Five Million share of
restricted stock of the company. This fee shall be non-refundable
and considered earned when the shares are delivered. In addition to
the stock to be issued for services, the Company shall pay to
Xxxxxxx a fee of Four Hundred and Fifty Thousand Dollars ($450,000)
in cash. This fee shall be non-refundable and considered earned upon
execution of this Agreement. Xxxxxxx may designate third parties to
be paid all or a portion of the fee by notifying the Company. This
agreement may be assigned to principles of Xxxxxxx to perform these
services with the approval of the Company.
3. METHOD OF COMPENSATION
The method of Compensation shall be in cash and stock.
4. TERMINATION
A. This agreement shall begin upon execution of this Agreement. The
term of this engagement will be twelve (12) months and may be
terminated by either party upon thirty (30) days prior written
notice if termination is without cause, and immediately upon written
notice if termination is with cause. In the event of termination all
fees which are due are non-refundable and to be paid without setoff
or offset.
B. In the event of termination, all fees and charges paid to Xxxxxxx
shall be considered earned and non-refundable.
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5. REPORTS
At the Company's request, Xxxxxxx agrees to supply a report at least once
a month, verbally or in writing, on general activities and actions taken
on behalf of the Company.
6. MATERIALS
The Company agrees to furnish any supplies and materials which Xxxxxxx may
need regarding the Company, its management, products, financial and
business status and plans.
7. INDEPENDENT CONTRACTOR STATUS
Xxxxxxx is acting as an independent contractor, and not as an employee or
partner of the Company. As such, neither party has the authority to bind
the other, nor make any unauthorized representations on the behalf of the
other.
8. SERVICES TO OTHERS
The Company acknowledges that Xxxxxxx is in the business of providing
consulting services to other businesses and entities. Xxxxxxx'x services
hereunder are not exclusive to the Company and Xxxxxxx shall have the
right to perform the same or similar services for others, as well as
engaging in other business activities.
9. CONFIDENTIAL INFORMATION
Xxxxxxx will use its best efforts to maintain the confidential nature of
the proprietary or confidential information that the Company entrusts to
it through strict control of its distribution and use. Further, Xxxxxxx
will use its best efforts to guard against any loss to the Company through
the failure of Xxxxxxx or its agents to maintain the confidential nature
of such information. "Proprietary" and "confidential information," for the
purpose of this Agreement, shall mean any and all information supplied to
Xxxxxxx which is not otherwise available to the public, including
information which may be considered "inside information" within the
meaning of the U.S. securities laws, rules and regulations.
10. INDEMNIFICATION
Xxxxxxx shall not indemnify the Company and its officers and employees and
hold them harmless for any acts, statements or decisions made by Xxxxxxx
in reliance upon information supplied to the Company in accordance with
instructions from or acts, statements or decisions approved by the
Company. This indemnity and hold harmless obligation shall include
expenses and fees including reasonable attorneys' fees incurred by the
Company in connection with the defense of any act, suit or proceeding
arising out of the foregoing. Xxxxxxx makes no written or expressed
warranties or representations regarding its abilities, skills, knowledge
or time commitment to the Company. Xxxxxxx will provide certain services
on a best efforts basis as available. Xxxxxxx is held harmless from any
express or implied claims made by the Company regarding any representation
or inducement to enter into this agreement, or to the delivery of the
compensation which is outlined in this agreement.
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11. OTHER TRANSACTIONS
A. A Business Opportunity shall include the merger, sale of assets,
consolidation or other similar transaction or series or combination
of transactions whereby the Company or its subsidiaries, both
transfer to a third entity or person, assets or any interest in its
business in exchange for stock, assets, securities, cash or other
valuable property or rights, or wherein they make a contribution of
capital or services to a joint venture, commonly owned enterprise or
venture with the other for purposes of future business operations
and opportunities.
B. To be a Business Opportunity covered by this section, the
transaction must occur during the term of this Agreement, or during
the period of one (1) year after the expiration of this Agreement.
In the event this paragraph shall apply, any Transaction Fee due
shall be based upon the net value of the consideration, securities,
property, business, assets or other value given, paid, transferred
or contributed by, or to the Company, and shall be equal to eight
percent (8%) of the consideration for the acquisition, merger or
purchase. Unless otherwise mutually agreed in writing prior to the
closing of any Business Opportunity, the Transaction Fee shall be
paid in cash. This fee shall be paid to Xxxxxxx for those companies
or opportunities which it directs to the Company which are merged,
purchased, or introduced to the Company.
13. ENTIRETY
This instrument sets forth the entire agreement between the Company and
Xxxxxxx. No promise, representation or inducement, except as herein set
forth, has been made by either party to this Agreement. Should any
provision of this Agreement be void or unenforceable, the rest of this
Agreement shall remain in full force. This Agreement may not be cancelled,
altered, or amended except in writing. It is further agreed that the board
of directors of the company has read and accepted this transaction in
whole and in part.
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED this 11th day of January 2007.
NATIONAL HEALTHCARE TECHNOLOGY, INC.
Signed: /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx, President
XXXXXXX OIL AND GAS, INC
READ AND ACCEPTED this 5th day of January 2007.
Signed: /s/ Xxxx Xxxxxxxx
-------------------------
Xxxx Xxxxxxxx, President
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