EXHIBIT 10.9
National Healthcare Technology/Design Inc
Consulting Agreement
This agreement sets forth the terms (the "Agreement") between Design Inc
(Design) and National Healthcare Technology Inc. ("the Company") concerning
business management services (hereafter being referred to as the "Services")
rendered to the Company from January 8, 2005 and continuing through June 8,
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 Design 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 Design to enter into this
agreement based upon the present character and composition of THE COMPANY'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
THE COMPANY's business or of a change in the controlling interest in THE
COMPANY's business or of a merger or consolidation of THE COMPANY's property
being expropriated, confiscated or nationalized by the government, or in the
event of the de facto control of THE COMPANY 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 THE COMPANY.
2. Compensation for the Services
In consideration for the services rendered by THE COMPANY shall pay to Design as
follows:
A. THE COMPANY shall pay to Design a fee of Two 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. Design 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 Design to perform this service.
In the event that the shares are not delivered within 10 days of the execution
of this agreement a penalty of One Hundred Thousand shares will be assessed to
the Company, the issuance of shares is non refundable and due without offset.
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3. Method of Compensation
The method of Compensation shall be in 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 Design shall be
considered earned and non-refundable.
5. Reports
At Design's request, THE COMPANY 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
Design agrees to furnish any supplies and materials which THE COMPANY may need
regarding the Company, its management, products, financial and business status
and plans.
7. Independent Contractor Status
Design is acting as an independent contractor, and not as an employee or partner
of the Company or 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
A. The company acknowledges that Design is in the business of providing
Consulting Services to other businesses and entities. Design's services
hereunder are not exclusive to THE COMPANY and shall have the right to perform
the same or similar services for others, as well as engage in other business
activities.
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9. Confidential Information
THE COMPANY will use its best efforts to maintain the confidential nature of the
proprietary or confidential information to Design and The Company entrusts to it
through strict control of its distribution and use. Further, THE COMPANY will
use its best efforts to guard against any loss to The Company and Design through
the failure of THE COMPANY 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 THE
COMPANY 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
A. The company shall indemnify Design and its officers and employees and hold
them harmless for any acts, statements or decisions made by THE COMPANY in
reliance upon information supplied to Design in accordance with instructions
from or acts, statements or decisions approved by The Company or The company.
This indemnity and hold harmless obligation shall include expenses and fees
including reasonable attorney's fees incurred by Design in connection with the
defense of any act, suit or proceeding arising out of the foregoing. Design
makes no written or expressed warranties or representations regarding its
abilities, skills, knowledge or time commitment to the company. Design will
provide certain services on a best efforts basis as available. Design 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.
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 Design for those companies or
opportunities which it directs to The company which are merged, purchased, or
introduced to The company.
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13. Entirety
This instrument sets forth the entire agreement between THE COMPANY and Design
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.
APPROVAL AND ACCEPTANCE
National Healthcare Technology Inc
READ AND ACCEPTED this 8th day of January, 2006
Signed: /s/
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By its authorized agent
Design Inc
READ AND ACCEPTED this 8th day of January, 2006.
Signed: /s/
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Title: By its authorized
Agent
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