CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") made on the 7th day of February,
2005, and amended and signed on the 22nd day of February, 2005, by and between
Sangui BioTech International, Inc., a Colorado corporation, located at
Xxxxxx-Xxxxxxxxxx-Xxx. 00, 00000 Xxxxxx, Xxxxxxx ("Client"), and Joachim Fleing,
PhD, located at Am Xxxxxxxxx 00, 00000 Xxxxxxx, Xxxxxxx ("Consultant"), is made
in consideration of the mutual promises made herein and set forth as follows:
ARTICLE 1.
TERM OF CONTRACT
1.1 This Agreement will be effective as of January 1, 2005, and will
continue in effect until the services provided for in this Agreement have
been performed, or until terminated as provided in Article 6, below.
ARTICLE 2.
SERVICES TO BE PERFORMED BY CONSULTANT
2.1 Services: Consultant agrees to perform the following consulting
services to Client:
2.1.1 Strategic Investor and Public Relations consultation.
2.1.2 Advice concerning Client's press releases, investor
relations, SEC filings, financial websites and minutes of Board
meetings.
2.1.3 Subject to the direction and control of Client, Consultant
shall assist in directing and managing Client's day to day cooperation
with Client's US based counsel, accountants and auditors.
2.2 Delivery Schedule: All services shall commence immediately upon
execution of this Agreement, and shall continue throughout the term of this
Agreement. This includes services rendered in January and those days of
February, 2005, preceding the signing of this agreement.
2.3 Method of Performing Services: Consultant will determine the method,
details, and means of performing the above-described services. Consultant may
perform the Services under this Agreement at any suitable time and location of
Consultant's choice.
2.4 Status of Consultant as a director: Consultant is and shall remain a
director of the Client. All activities carried out in Consultant's position and
responsibility as a director not covered by the terms as set out in 2.1.2 are
excluded from this agreement. Consultant agrees to fully comply with the duties
as a director of the company without compensation. Consultant further agrees to
abstain from any resolutions of the Board likely to cause a conflict of
interest.
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ARTICLE 3.
COMPENSATION
3.1 Share Fee: As compensation, within fifteen (15) days after execution of
this Agreement, the Client shall issue share certificates to Consultant
representing two hundred thousand (200,000) shares of the Client's common stock
("Share Fee"). Consultant acknowledges and understands said stock is
unregistered, restricted stock. Consultant agrees to fully comply with the
requirements set forth in the SEC Release No. 33-7390, dated February 20, 1997,
as amended from time to time, and acknowledges that any certificate(s) for
shares of the Client issued pursuant to this paragraph will contain the
following restrictive legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION FOR THESE SHARES UNDER SUCH ACT
OR AN OPINION OF THE COMPANY'S COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER SAID ACT.
3.2 Invoicing and Payment Terms: Consultant shall submit to Client an
invoice for all services rendered on or before the first of each month. This
invoice shall include a detailed breakdown of hours worked on a thirty minute
basis.
3.3 Payment of Expenses: Consultant shall submit to client an invoice
including a detailed breakdown of business expenses incurred in performing
services under this Agreement accompanied by a complete documentation of costs,
including without limitation, telephone, facsimile, postage, and travel
expenses.
ARTICLE 4.
OBLIGATIONS OF CONSULTANT
4.1 Non-Exclusive Relationship: Client acknowledges and agrees that the
relationship with Consultant is non-exclusive and Consultant may represent,
perform services for, and contract with, as many additional clients, persons or
companies as Consultant in Consultant's sole discretion sees fit.
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4.2 Consultant's Qualifications: Consultant represents and warrants that
Consultant has the qualifications and skills necessary to perform the services
under this Agreement in a competent and professional manner, and is able to
fulfill the requirements of this Agreement. Consultant shall comply with all
applicable federal, state and local laws in the performance of its obligations
hereunder, and all materials used by Consultant in fulfilling its obligations
under this Agreement shall not infringe upon any third party copyright, patent,
trade secret or other proprietary right. Consultant acknowledges and agrees that
failure to perform all the services required under this agreement constitutes a
material breach of the Agreement.
4.3 Availability of Joachim Fleing: Consultant acknowledges and agrees that
a material consideration of this Agreement is that Joachim Fleing shall be in
charge of all services rendered to Client by Consultant under this Agreement,
and that the unavailability of Joachim Fleing to oversee the performance of such
services shall constitute a material breach of this Agreement.
4.4 Indemnity: Consultant agrees to indemnify, defend, and hold Client free
and harmless from all claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries, and deficiencies, including interest,
penalties, attorneys' fees, and costs, including without limitation expert
witnesses' fees, that Client may incur as a result of a breach by Consultant of
any representation or agreement contained in this Agreement.
4.5 Assignment: Neither this Agreement nor any duties or obligations under
this Agreement may be assigned by Consultant without the prior written consent
of Client.
ARTICLE 5.
OBLIGATIONS OF CLIENT
5.1 Compliance with Requests: Client agrees to comply with all reasonable
requests of Consultant necessary to the performance of Consultant's duties under
this Agreement.
5.2 Place of Work: Client agrees to furnish an office for Joachim Fleing on
Client's premises for use by said representative of Consultant from time-to-time
when visiting the Witten area to facilitate his performance of the
above-described services.
5.3 Company Provided Information: Client assumes full responsibility for
the accuracy and completeness of all information provided to Consultant.
5.4 Indemnity: Client agrees to indemnify, defend, and hold Consultant free
and harmless from all claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries, and deficiencies, including interest,
penalties, attorneys' fees, and costs, including without limitation expert
witnesses' fees, that Consultant may incur as a result of any information
provided to Consultant by Client under this Agreement.
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ARTICLE 6.
TERMINATION OF AGREEMENT
6.1 Termination on Notice: Notwithstanding any other provision of this
Agreement, either party may terminate this Agreement at any time by giving
thirty (30) days written notice to the other party. Unless otherwise terminated
as provided in this Agreement, this Agreement will continue in force until the
Services provided for in this Agreement have been fully and completely
performed.
6.2 Termination on Occurrence of Stated Events: This Agreement will
terminate automatically on the occurrence of any of the following events:
6.2.1 Completion of 260 hours of services rendered under this
Agreement and confirmation of such completion by Client in writing.
6.2.2 Unavailability of Joachim Fleing to manage and oversee all
services rendered to Client by Consultant under this Agreement.
6.2.3 Bankruptcy or insolvency of either party.
6.2.4 Dissolution of either party.
6.2.5 Assignment of this Agreement by Consultant without the prior
written consent of Client.
6.3 Termination for Default: If either party defaults in the performance of
this Agreement or materially breaches any of its provisions, the non-breaching
party may terminate this Agreement by giving written notification to the
breaching party. Termination will take effect immediately on receipt of notice
by the breaching party or five (5) days after mailing of notice, whichever
occurs first. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
6.3.1 Consultant's failure to perform the services specified in this
Agreement.
6.3.2 Consultant's material breach of any representation or agreement
contained in Article 4, above.
6.3.3 Client's material breach of any representation or agreement
contained in Article 5, above.
6.3.4 Client's failure to pay Consultant any compensation due within
thirty (30) days after written demand for payment.
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If the Agreement is terminated on notice or for default, Consultant agrees to
return the certificates as mentioned in ss. 3.2. In this case, Client agrees to
compensate for services rendered and not deemed to be faulty a fee of (euro) 50
per hour.
ARTICLE 7.
CLIENT INFORMATION
7.1 Nondisclosure/Nonuse of Client Information: Consultant agrees that all
information provided by Client to Consultant under this Agreement shall not be
disclosed or used by Consultant for any purpose other than Consultant's
performance under this Agreement.
7.2 Confidential Information: Any written, printed, graphic, or
electronically or magnetically recorded information furnished by Client for
Consultant's use is and shall remain the sole property of Client. This
proprietary information includes, but is not limited to, investor lists,
marketing information, planning, drawings, specifications, and information
concerning Client's employees, products, services, prices, and operations.
Consultant will keep this confidential information in the strictest confidence,
and will not disclose it by any means to any person except with Consultant's
prior written approval, and only to the extent necessary to perform the services
under this Agreement. This prohibition also applies to Consultant's employees,
agents, and subcontractors. On termination of this Agreement or request by
Client, Consultant will return within two (2) days any confidential information
in Consultant's possession to Client.
ARTICLE 8.
GENERAL PROVISIONS
8.1 Notices: Any notices to be given by either party to the other shall be
in writing and may be transmitted either by personal delivery or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this Agreement, but each party may change that address
by written notice in accordance with this section. Notices delivered personally
shall be deemed communicated as of the date of actual receipt. Mailed notices
shall be deemed communicated as of five (5) days after the date of mailing.
8.2 Modifications: Any modification of this Agreement will be effective
only if it is in writing signed by the party to be charged.
8.3 Effect of Waiver: The failure of either party to insist on strict
compliance with any of the terms, covenants, or conditions of this Agreement by
the other party shall not be deemed a waiver of that term, covenant, or
condition, nor shall any waiver or relinquishment of any right or power at any
one time or times be deemed a waiver or relinquishment of that right or power
for all or any other times.
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8.4 Partial Invalidity: If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
8.5 Law Governing Agreement: This Agreement shall be governed by and
construed in accordance with the laws of Germany.
8.6 Jurisdiction/Venue: Jurisdiction and venue for any dispute arising out
of this Agreement shall be exclusively in the State of North-Rhine Westfalia.
8.7 Construction: If any construction is to be made of any provision of
this Agreement, it shall not be construed against either party on the ground
such party was the drafter of the Agreement or any particular provision.
8.8 Time: Time is of the essence in this Agreement.
8.9 Corporate Authorization: If any signatory of this Agreement is a
corporation, said signatory represents and warrants that this Agreement and the
undersigned's execution of this Agreement have been duly authorized and approved
by the corporation's Board of Directors. The undersigned officers and
representatives of the corporation(s) executing this Agreement on behalf of the
corporation(s) represent and warrant they are officers of the corporation(s)
with full authority to execute this Agreement on behalf of the corporation(s).
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IN WITNESS WHEREOF, the undersigned have executed this Agreement, effective
as of the date first above written.
CLIENT: CONSULTANT:
/S/ Joachim Fleing
-------------------------------
Sangui BioTech International, Inc. Xx. Xxxxxxx Fleing
/S/ Xxxxxxxx Xxxxxxxx
--------------------------------
By: Prof. Dr.
its President and CEO
Witten, Feb. 22, 2005 Marburg, Feb 22, 2005
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