CORPORATE COMMUNICATIONS CONSULTING AGREEMENT
Exhibit
10.3
SECTION
1.0 SERVICE TO BE PROVIDED BY XXXXXXX XXXXXXXXXX OR ASSIGNEE.
By virtue
of this Engagement subject to both parties being in compliance with the Terms
and Conditions contained herein, Xxxxxxx Xxxxxxxxxx, an individual residing at
0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxx, Xxxxxxx 00000 (the “Consultant”) shall
undertake to provide to China Yongxin Pharmaceuticals, Inc., a Delaware
corporation having an office at 000 Xxxxxx Xxxxx, Xxxx xx Xxxxxxxx, Xxxxxxxxxx
00000 (the “Company”);
CORPORATE
COMMUNICATION SERVICES
Company
hereby authorizes, appoints and engages Consultant, and Consultant agrees to be
available to consult with Company’s officers and directors for a period of three
months on projects agreed to in writing by the parties. Company may request
Consultant to work on projects in the following areas (“Consulting
Services”):
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1.1
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Consultant
will provide consulting direction in regards to introduction and
contacting, correspondence,
and communication with new and existing
investors.
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1.2
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Consultant
shall undertake to provide further ongoing Corporate Communication
Services by arranging
and executing group presentations, conference calls to qualified Exchange
Members, Shareholders, Portfolio Managers, Institutional Fund Managers,
Pension Fund Managers, etc.
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1.3
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Consultant
shall undertake to provide consulting on materials, which highlight
Company’s history, business,
status, prospects, strategies, etc., for distribution to qualified Capital
Market Participants (includes current Shareholder, Industry Sector
Investors, Brokers and Analysts, and the appropriate Financial Media). The
materials will be prepared from information provided by the
Client.
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1.4
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Consultant
shall undertake to assist and provide consulting with the goal of taking
Company to larger stock
exchange status when ready.
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FURTHER:
All
Services Shall Be On A best Efforts Basis.
Consultant agrees that he will at all
times, faithfully and to the best of his experience, ability and talents,
perform all the duties and responsibilities outlined herein, pursuant to the
terms of this Agreement. Consultant does not guarantee that his efforts will
have any impact on Company’s business or that any subsequent financial
improvement or investments will result from Consultants efforts. Company
understands and acknowledges that the success or failure of Consultant’s efforts
will be predicated on Company’s business operations and results.
All
information materials to be publicly circulated by Consultant on behalf of
Company shall be put before management for prior approval.
SECTION
2.0 FEES & DISBURSEMENTS
In
consideration for service Xxxxxxx Xxxxxxxxxx and associates will provide,
Company agrees to make payable to Xxxxxxx Xxxxxxxxxx or assignee the following
fees and disbursements:
2.1
Compensation for services shall be paid as follows;
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a.
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Xxxxxxx
Xxxxxxxxxx or assignee shall be issued One Million (1,000,000) shares in
China Yongxin
Pharmaceuticals, Inc.
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b.
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Xxxxxxx
Xxxxxxxxxx shall be paid Thirty Five Thousand Dollars ($35,000) in cash as
an initial sign
on bonus. This payment is due and payable once the contract is in effect
(See “consideration
trigger” below, which fee is
non-refundable.
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The
obligations of the Company to issue One Million (1,000,000) shares of the above
mentioned stock and to pay the full cash consideration, will accrue and arise
only in the event the Company is successful in raising $250,000 minimum in the
anticipated upcoming private placement (the “consideration Trigger”). In the
event the consideration trigger is not reached by the date which is three (3)
months from the date of this Agreement, then the Company may terminate this
Agreement in accordance with Section 4.0 with no obligations
whatsoever.
2.2
OPTIONS
No
options shall be given to Consultant.
2.3
DISBURSEMENTS
Consultant
shall pay for its own expenses.
2.4
INTEREST
None
whatsoever.
2.5
CURRENCY
All funds
are to be paid in US currency.
SECTION 3.0 OBLIGATIONS OF
COMPANY
By virtue of this Engagement and
subject to both parties being in compliance with the Terms and Conditions
contained herein, Company shall undertake to provide Consultant:
3.1
INFORMATION
Upon commencement of the Engagement,
Company shall provide Consultant a list of Corporate Information. Said list is
to be provided, and is required, to Consultant to perform the duties as
described herein. Company acknowledges that not all information provided to
Consultant will be utilized; however inclusion of such information is essential
for Consultant to perform its duties per the Engagement.
Consultant
acknowledges that some information received to be of a highly confidential
nature, and warrants that said confidentiality shall be maintained at Company’s
request, provided such requests does not hinder Consultant’s ability to perform
its duties and/or cause Consultant to be in contravention of any applicable
legislation or restrictions relating to disclosure of material
facts.
SECTION
4.0 TERMINATIONS
4.1 Company
shall retain the right to terminate the Engagement at any time upon appropriate
notice being given to Consultant. Appropriate notice shall be deemed to be 30
days prior to the intended termination date. Consultant shall retain the right
to terminate the Engagement at anytime in the event that he cannot provide
services in accordance with
Section 1 of this Engagement.
4.2 Upon
termination of this Engagement by either party, subject to the Consideration
Trigger set forth in Section 2.0 above, Company shall remain responsible for any
and all outstanding fees or disbursements payable to Consultant under this
Agreement, as per effective date of termination.
SECTION
5.0 CONFIDENTIALITY
5.1 Consultant
acknowledges that any and all knowledge or information concerning Company and
its affairs obtained by Consultant, it’s principals, employees and/or
contractors in the course of his engagement hereunder will be deemed
“confidential”, Consultant will not impart any such knowledge to any whosoever
during or after the term of hereof.
As used
herein, “confidential” knowledge or information means: (a) all information
regarding Company, which is not generally available to the public; and (b) all
information regarding Company, which was received by Consultant from a source
with confidentiality obligations to Company.
Consultant
shall, upon the termination of his Engagement by Company for any reason
whatsoever, immediately surrender and turn over to Company all “confidential”
material including, but not limited to, books, forms, records, papers/writings
and all other property relating or belonging to Company.
This
section shall survive termination of this Agreement.
SECTION
6.0 INDEMNITIES
6.1 Company
does hereby agree to indemnify Consultant against any and all claims brought
against Consultant by third parties, said claims arising as a result of this
Agreement. In addition, Company agrees that any claims it may assert against
Consultant will be limited to the strict performance of this Agreement. Any
claims that may arise will exclude monetary damages.
SECTION
7.0 REPRESENTATIONS OF COMPANY, INC. AND CONSULTANT
Consultant
hereby represents and warrants as follows:
7.1 POWER
AND AUTHORITY
Consultant has the power to execute and
deliver this Agreement, has taken all action required by law to authorize such
execution and delivery, and this Agreement is a valid and binding obligation of
Consultant in accordance with its terms.
7.2
INSIDE INFORMATION, SECURITES LAWS VIOLATIONS
Consultant in the course of the
performance of its duties, may become aware of information which may considered
“inside information” within the meaning of the Federal Securities Laws, Rules
and Regulations. Consultant acknowledges that the use of such information to
purchase or sell securities of Company, or its affiliates, or to transmit such
information to any other party with a view to buy, sell, or otherwise deal in
Company securities, is prohibited by law and would constitute a breach of this
Agreement.
Company
hereby represents and warrants as follows:
This Agreement has been duly
authorized, and executed by Company and is a binding obligation of Company,
enforceable in accordance with its terms, except as rights to indemnity
hereunder may be limited by applicable federal or state securities laws, except
in each case as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditor’s rights
generally.
SECTION
8.0 ALTERATION OF THIS AGREEMENT
8.1 Any
notice, request, demand, or other communication given pursuant to the terms of
this Agreement shall be deemed given upon delivery, and may only be delivered or
sent via hand delivery, facsimile, or by overnight courier, correctly addressed
to the addresses of the parties indicated below or at such other address as such
party shall in writing have advised the other party.
Xxxxxxx
Xxxxxxxxxx
0000 X.
Xxxxxxxx Xxxxxx
Xxxx,
Xxxxxxx 00000
China
Yongxin Pharmaceuticals, Inc.
000
Xxxxxx Xxxxx
Xxxx xx
Xxxxxxxx, Xxxxxxxxxx 00000
SECTION
10.0 INDEPENDENT CONTRACTOR
Both
Company and the Consultant agree that the Consultant will act as an independent
contractor in the performance of his duties under this Agreement. Nothing
contained in this Agreement shall be construed to imply that Consultant, or any
employee, agent or other authorized representative of Consultant, is a partner,
joint venture, agent, officer or employee of Company. Neither party hereto shall
have any authority to bind the other in any respect vis a vis any third party,
it being intended that each shall remain an independent contractor and
responsible only for its actions.
SECTION
11.0 CHOICE OF LAW AND VENUE
This Agreement and the rights of the
parties hereunder shall be governed by and construed in accordance with the laws
of the State of Utah including all matters of construction, validity,
performance, and enforcement and without giving effect to the principles of
conflict of laws, any action brought by any party hereto shall be brought within
the County of Salt Lake, State of Utah.
SECTION
12.0 SEVERABILITY
If any provision of this Agreement is
unenforceable, invalid, or violates applicable law, such provision, or
unenforceable portion of such provision, shall be deemed stricken and shall not
affect the enforceability of any other provisions of this
Agreement.
SECTION
13.0 MODIFICATION
No change, modification, addition, or
amendment to this Agreement shall be valid unless in writing and signed by all
parties hereto.
SECTION
14.0 SIGNATURES
Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same instrument. Signature upon this
document shall signify acceptance of the terms and conditions of the Engagement
contained herein.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of this date,
July 2nd, 2009.
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“COMPANY”
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“CONSULTANT”
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[sig1]
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China
Yongxin Pharmaceuticals, Inc.,
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a
Delaware corporation
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By:
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Xxxxxxx
Xxxxxxxxxx, an individual
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Its:
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