EXHIBIT 10.17
CONSULTING AGREEMENT
This agreement sets forth the terms (the "Agreement") between Camden Holdings
Inc (Camden) 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 Camden shall be retained to provide business
management services and provide advice as it relates to the future
of the Company. These services 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 that
exist in the energy sector.
2. COMPENSATION FOR THE SERVICES
As consideration for the services rendered by Camden, the Company shall
pay Camden as follows:
A. The Company shall pay to Camden 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. Camden 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 Camden to perform these services with the
approval of the Company.
3. METHOD OF COMPENSATION
The method of Compensation shall be in cash.
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 Camden
shall be considered earned and non-refundable.
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5. REPORTS
At the Company's request, Camden 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 Camden may
need regarding the Company, its management, products, financial and
business status and plans.
7. INDEPENDENT CONTRACTOR STATUS
Camden 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 Camden is in the business of providing
consulting services to other businesses and entities. Camden's services
hereunder are not exclusive to the Company and Camden shall have the right
to perform the same or similar services for others, as well as engaging in
other business activities.
9. CONFIDENTIAL INFORMATION
Camden 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, Camden
will use its best efforts to guard against any loss to the Company through
the failure of Camden 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
Camden 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
Camden shall not indemnify the Company and its officers and employees and
hold them harmless for any acts, statements or decisions made by Camden 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. Camden makes no written or expressed
warranties or representations regarding its abilities, skills, knowledge
or time commitment to the Company. Camden will provide certain services on
a best efforts basis as available. Camden 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 Camden 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
Camden. 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
-------------------------
Xxx Xxxxxxx, President
CAMDEN HOLDINGS INC
READ AND ACCEPTED this 5th day of January 2007.
Signed: /s/ Xxxx Xxxxxxxx
-------------------------
Xxxx Xxxxxxxx, President
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