Company Name /Xxxxxxx Oil and Gas Inc
Consulting Agreement
This agreement sets forth the terms (the "Agreement") between Xxxxxxx Oil and
Gas Inc (Xxxxxxx) and Company (CLIENT), on behalf of Company National Healthcare
Technology Inc. ("the Company") concerning business management services
(hereafter being referred to as the "Services") rendered to the Company from
April 3, 2006 and continuing through October 3, 2006.
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 business
management services, and provide advice as it relates to the
future of the company. This service shall include the drafting and
preparation of business plans, operating budgets, cash flow
projections and other business management services. It is
understood that the company is venturing into a new direction into
the oil and gas business and desires to retain the services of
consultant in order to provide access to skills, knowledge and
opportunities which exist in the energy sector.
B. It is understood that the Company has allowed Xxxxxxx to enter
into this agreement based upon the present character and
composition of CLIENT's management and general good standing and
reputation in the business community. In the event of the sale or
transfer of a substantial portion of the assets of CLIENT's
business or of a change in the controlling interest in CLIENT's
business or of a merger or consolidation of CLIENT's property
being expropriated, confiscated or nationalized by the government,
or in the event of the de facto control of CLIENT or of any of its
subdivisions or agencies being assumed by a government, or
government agency or representative, the Company may, at its
option, terminate this Agreement immediately upon written notice
to CLIENT.
2. Compensation for the Services
In consideration for the services rendered by CLIENT shall pay to
Xxxxxxx as follows:
A. CLIENT shall pay to Xxxxxxx a fee of Two Hundred and Fifty
Thousand Dollars ($250,000) in cash plus One Million Eight Hundred
Thousand shares of restricted stock of the company. This fee shall
be non-refundable and considered earned when the shares are
delivered. It is agreed that the fee shall be paid within 3 days
after execution of this agreement. Xxxxxxx may designate third
parties to be paid all or a portion of the fee by notifying
Client. This agreement may be assigned to principles of Xxxxxxx to
perform this service.
3. Method of Compensation
The method of Compensation shall be in cash and restricted stock of the
company.
4. Termination
A. This agreement shall begin upon signing of the contract. The term
of this engagement will be six (6) 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.
B. In the event of termination, all fees and charges paid to Xxxxxxx
shall be considered earned and non-refundable.
5. Reports
At Xxxxxxx'x request, CLIENT agrees to supply a report at least once a
month, verbally or in writting, on general activities and actions taken
on behalf of the Company.
6. Materials
Xxxxxxx agrees to furnish any supplies and materials which CLIENT 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 or Client. 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
A. Client acknowledges that Xxxxxxx is in the business of providing
Consulting Services to other businesses and entities. Xxxxxxx'x
services hereunder are not exclusive to CLIENT and shall have the
right to perform the same or similar services for others, as well
as engage in other business activities.
9. Confidential Information
CLIENT will use its best efforts to maintain the confidential nature of
the proprietary or confidential information to Xxxxxxx and The Company
entrusts to it through strict control of its distribution and use.
Further, CLIENT will use its best efforts to guard against any loss to
The Company and Xxxxxxx through the failure of CLIENT or their 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 CLIENT 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.
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10. Indemnification
A. Client shall indemnify Xxxxxxx and its officers and employees and
hold them harmless for any acts, statements or decisions made by
CLIENT in reliance upon information supplied to Xxxxxxx in
accordance with instructions from or acts, statements or decisions
approved by The Company or Client. This indemnity and hold
harmless obligation shall include expenses and fees including
reasonable attorneys fees incurred by Xxxxxxx 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 client. Xxxxxxx will provide certain services on
a best efforts basis as available. Xxxxxxx is held harmless from
any express or implied claims made by Client regarding any
representation or inducement to enter into this agreement, or to
the delivery of the compensation which is outlined in this
agreement.
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 or
in kind at the closing of the transaction. This fee shall be paid
to Xxxxxxx for those companies or opportunities which it directs
to Client which are merged, purchased, or introduced to Client.
13. Entirety
This instrument sets forth the entire agreement between CLIENT and
Xxxxxxx on behalf of The Company. 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.
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APPROVAL AND ACCEPTANCE
CLIENT
READ AND ACCEPTED this 3rd day of April, 2006.
Signed:
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By its authorized agent
Xxxxxxx Oil and Gas Inc
READ AND ACCEPTED this 3rd day of April, 2006.
Signed:
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Title: By its authorized Agent
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