Exhibit 4.7
MANAGEMENT, ADVISORY AND SUPPORT AGREEMENT
THIS MANAGEMENT, ADVISORY AND SUPPORT AGREEMENT ("Agreement") is entered
into as of June 1, 2006, by and between Cavit Sciences, Inc., a Florida
corporation ("Cavit"), and Hard to Treat Diseases, Inc., a Florida corporation
("HTTD"). Cavit and HTTD have offices at 000 Xxxx Xxxxxx Xxxxxxxxx, Xxxxx 000 X,
Xxxxxx Xxxxx, Xxxxxxx 00000.
RECITALS
A. Cavit is a recently formed corporation created by HTTD as a subsidiary;
B. HTTD is a seasoned corporation with a management team, business offices and
support personnel; and
C. Cavit desires to contract with HTTD for the provision of management,
advisory and support and HTTD desires to provide such management, advisory
and support to Cavit.
NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein, the parties covenant and agree as follows:
1. Term. The term of this Agreement shall be for twelve (12) months following
the date hereof. This Agreement may be extended for an additional term of
one or more years upon the mutual written agreement of the parties. This
Agreement may be terminated by either party at the end of the first six (6)
months.
2. Management, Advisory and Support. HTTD shall provide management and
advisory services to Cavit. In addition, HTTD shall provide Cavit with
access to HTTD offices, telecommunication equipment, incidental equipment,
office supplies and furniture.
3. Fees. HTTD shall be compensated for the management, advisory and support it
provides to Cavit by a monthly fee of One Thousand Dollars ($1,000.00) per
month, beginning with the month of June 2006.
4. Independent Contractor Status. Cavit and HTTD are independent businesses
and persons, and as such they shall remain professionally and economically
independent of each other. Cavit and HTTD are not, and shall not be deemed
to be, joint venturers, partners, employees or agents of each other.
Neither party shall have any authority to bind the other without the other
party's express and prior written consent, and then only insofar as such
authority is conferred by such express and prior written consent. Nothing
in this Agreement, whether express or implied, is intended to confer any
rights or remedies on any person other than the parties to it and their
respective successors and assigns.
5. Severable Provisions. The provisions of this Agreement are severable, and
if any one or more provisions are determined to be judicially
unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
6. Notices. Any notice or notices to be given under this Agreement shall be
sent via certified mail to the address of the party set forth above.
7. Governing Law. This Agreement shall be governed by the laws of the State of
Florida.
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8. Arbitration. The parties hereto agree to submit any and all controversies
under this Agreement to binding arbitration before the American Arbitration
Association ("AAA") at a hearing or hearings to be conducted in or near
Delray Beach, Florida.
9. Counterpart; Facsimile. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The parties hereto
may execute the original of this Agreement or facsimile copies of same and
the Agreement so executed shall be binding on the parties.
EXECUTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
Cavit Sciences, Inc.
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
Chief Executive Officer
Hard to Treat Diseases, Inc.
By: /s/ Xxxx X. Xxxx
---------------------------------
Xxxx X. Xxxx
Chief Executive Officer
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