CONSULTING AGREEMENT
EXHIBIT
10.7
This Agreement is made and entered into
as of the ___ day of April 2008 by and between Syed Xxxxx Xxxxxx (“Consultant”)
and American Business Holdings, Inc. (the “Company”).
In consideration of the mutual promises
made herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Purpose:
The Company hereby engages Consultant for the term specified in Paragraph 2
hereof to render consulting advice to the Company relating to transitioning the
Company from its current business of manufacturing bags for packaging
agricultural products to owning and operating fitness centers upon the terms and
conditions set forth herein.
2. Term: This
Agreement shall be effective for the period of six (6) months beginning on the
date first written above.
3. Duties of
Consultant: During the term of this
Agreement, Consultant shall provide the Company with such regular and customary
consulting advice as is reasonably requested by the Company, provided that
Consultant shall not be required to undertake duties not reasonably within the
scope of this Agreement. It is understood and acknowledged by the
parties that the value of Consultant’s advice is not readily quantifiable, and
that although Consultant shall be obligated to render the advice contemplated by
this Agreement upon the reasonable request of the Company, in good faith, and
Consultant shall be obligated to spend a sufficient amount of time in so doing,
the Consultant shall not be required to provide any advice that is reasonably
determined to be beyond his knowledge and not easily ascertainable.
4. Compensation: In
consideration for the services rendered by Consultant to the Company pursuant to
this Agreement, the Company upon mutual agreement between the Company and the
Consultant based on the contemplated services to be provided by Consultant,
agrees to pay Consultant the sum of $300,000 (the
“Compensation”). All of the Compensation shall be paid upon the
execution of this agreement.
5. Liability
of Consultant: The Company acknowledges that all opinions and
advice (written or oral) given by Consultant to the Company in connection with
Consultant’s engagement are intended solely for the benefit and use of the
Company in considering the transaction to which they relate, and the Company
agrees that no person or entity other than the Company shall be entitled to make
use of or rely upon the advice of Consultant to be given hereunder, and no such
opinion or advice shall be used for any other purpose or reproduced,
disseminated, quoted or referred to at any time, in any manner or for any
purpose, nor may the company make any public references to Consultant, or use
Consultant’s name in any annual reports or any other reports or releases of the
Company without Consultant’s prior written consent. Consultant’s
maximum liability shall not exceed the cash compensation received from the
Company.
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6. Consultant’s
Services to Others: The Company acknowledges that Consultant
or its affiliates are in the business of providing financial services and
consulting advice to others. Nothing herein contained shall be
construed to limit or restrict Consultant in conducting such business with
respect to others, or in rendering such advice to others.
7. Reimbursement
of Expert Expenses: The Company shall reimburse
Consultant for reasonable fees and disbursements of any experts and consultants
retained by Consultant in connection with this Agreement, subject to such
retention and fees and disbursements being approved prior thereto in writing by
the Company.
8. Company
Information:
a. The
Company recognizes and confirms that, in advising the Company and in fulfilling
its engagement hereunder, Consultant will use and rely on data, material and
other information furnished to Consultant by the Company. The Company
acknowledges and agrees that in performing its services under this engagement,
Consultant may rely upon the data, material and other information supplied by
the Company without independently verifying the accuracy, completeness or
veracity of same. The Company agrees to notify Consultant in writing
via overnight courier, facsimile or e-mail of any material event and/or change
within twenty-four hours of its occurrence.
b. Except
as contemplated by the terms hereof or as required by applicable law, Consultant
shall keep confidential all material non-public information provided to it by
the Company, and shall not disclose such information to any third party, other
than such of its employees and advisors as the Consultant, in his judgment,
determines have a need to know.
9. Consultant
an Independent Contractor: Consultant shall perform its
services hereunder as an independent contractor and not as an employee of the
Company or an affiliate thereof. It is expressly understood and
agreed to by the parties hereto that Consultant shall have no authority to act
for, represent or bind the Company or any affiliate thereof in any manner,
except as may be agreed to expressly by the Company in writing from time to
time.
10. Termination:
Either party at anytime with thirty (30) days prior written notice may terminate
this Agreement.
11. Miscellaneous:
a. This
Agreement between the Company and Consultant constitutes the entire agreement
and understanding of the parties hereto, and supersedes any and all previous
agreements and understandings, whether oral or written, between the parties with
respect to the matters set forth herein.
b. Any
notice or communication permitted or required hereunder shall be in writing and
shall be deemed sufficiently given if hand-delivered or sent (i) postage prepaid
by registered mail, return receipt requested, or (ii) by facsimile, to the
respective parties as set forth below, or to such other address as either party
may notify the other in writing.
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If
to the Company, to:
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Xx.
000, Xxxxxxx Xxxxxx
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Xxxxxxx
District
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Harbin
China, 150001
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If
to Consultant, to:
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Syed
Xxxxx Xxxxxx
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0000
Xxxxxxxx Xxxxxxxxx
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Xxxxx
000
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Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
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c. This
Agreement shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors, legal representatives and
assigns.
d. This
Agreement may be executed in any number of counterparts, each of whom together
shall constitute one and the same original document.
e. No
provision of this Agreement may be amended, modified or waived, except in
writing and signed by all of the parties hereto.
f. This
Agreement shall be construed in accordance with and governed by the laws of the
State of New York, without giving effect to conflict of law
principles. The parties hereby agree that any dispute which may arise
between them arising out of or in connection with this Agreement shall be
adjudicated before a court located in New York, and they hereby submit to the
exclusive jurisdiction of the courts of the State of New York with respect to
any action or legal proceeding commenced by any party, and irrevocably waive any
objection they now or hereafter may have respecting the venue of any such action
or proceeding brought in such a court or respecting the fact that such court is
an inconvenient forum, relating to or arising out of this Agreement, and consent
to the service of process in any such action or legal proceeding by means of
registered or certified mail, return receipt requested, in care of the address
set forth in Paragraph 11(b) hereof.
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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed, as of the date
first above written.
CONSULTANT
By: _______________________________
Name: Syed Xxxxx Xxxxxx
By: ________________________________
Name:
Title:
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