CONSULTING AGREEMENT
This Consulting Agreement executed on the Ninth (9th) day of
November, 2004 is made by and between Cobalis, Corp., a Nevada corporation (the
"Company") with its principal place of business located at 0000 XxXxxx Xxx,
Xxxxx 000, Xxxxxx, XX 00000 and Xxxxxxx Gold (the "Consultant"). with its
principal place of business located at 000 Xxxxxxxx, Xxxxx 000 Xxxxxxxx, XX
00000.
RECITALS: The Company desires to avail itself of the
Consultant's knowledge and expertise with respect to the business, products and
operations of the Company and has requested that the Consultant make such
knowledge and expertise available to the Company. The Consultant and the Company
agree that it is in their respective best interests to enter into this Agreement
whereby, for the consideration specified herein, the Consultant shall provide
the Consulting Services (as hereinafter defined) to the Company.
NOW THEREFORE, in consideration of the foregoing recitals and
the covenants and obligations set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
Section 1. Definitions.
"Common Stock" means the common stock, $0.001 par value, of
the Company currently publicly traded on the OTC market as CLSC.OB.
"Consulting Services" means the consulting services to be
performed hereunder by the Consultant for and on the Company's behalf. The
Consultant shall provide strategic direction to the Company, strategic
alliances, business development, marketing and distribution agreements
internationally and such other matters that relate thereto as the Company may
reasonably request of the Consultant by way of written instruction or verbal
communication.
Section 2. Term. This Agreement shall commence on November 1, 2004 and shall
continue for a period of twelve (12) months terminating on October 31, 2005
unless sooner terminated as provided herein.
Section 3. Consulting Services. The Consultant will perform the Consulting
Services for and on behalf of the Company during the term of this Agreement.
Simultaneously with the execution of this Agreement, Consultant shall execute
the Company's standard Invention Assignment and Confidentiality Agreement. The
Consultant shall commit the resources necessary to timely and satisfactorily
perform the Consulting Services, and shall perform the Consulting Services in a
professional and workmanlike manner and in accordance with all applicable laws,
regulations and ordinances. The Consultant acknowledges that it has no authority
to act for or bind the Company or any of its affiliates without their respective
prior written consent.
Section 4. Compensation. Consultant shall be compensated by the Company
pursuant to the following formula:
(a) Monthly Retainer. Consultant shall receive $10,000 (ten thousand
dollars) per month payable by the Company in the form of free trading
Common Stock. The price per share shall be determined on a monthly
basis. The Company shall render the Common Stock to the Consultant on a
quarterly basis.
(b) Expenses. The Consultant shall be reimbursed by the Company for
reasonable out-of-pocket expenses incurred in the performance of the
Consulting Services. Any expenses in excess of $500 must be approved
advance in writing by the Company.
(c) Liability, Taxes & Social Security. The Company will not be liable for
any debts, accounts, obligations or other liabilities of the
Consultant, including without limitation, the Consultant's obligation
to withhold social security and income taxes.
Section 5. Termination. Either party may terminate this Agreement for any reason
whatsoever immediately upon written notice to the other Party.
Section 6. Miscellaneous.
(a) Severability, Fees and Costs. The parties agree that each of the
provisions included in this Agreement is separate, distinct and
severable from the other provisions of this Agreement, and that the
invalidity or unenforceability of any provision shall not affect the
validity or enforceability of any other provision of this Agreement.
Further, if any provision of this Agreement is ruled invalid or
unenforceable by a court of competent jurisdiction because of a
conflict between the provision and any applicable law or public
policy, the provision shall be redrawn to make the provision
consistent with and valid and enforceable under the law or public
policy. Furthermore, in the event of a dispute under this Agreement,
the prevailing party shall be entitled to fees and costs, including
reasonable attorney's fees, in the enforcement of this Agreement.
(b) No Assignment. This Agreement and the rights and obligations of the
parties stated in this Agreement may not be assigned without the prior
written approval of the other party. The rights and obligations of the
parties will inure to the benefit of and will be binding on the
parties' lawful successors and assigns.
(c) Strict Performance; Waiver. The failure of either party to insist on
strict performance by the other party of any provision of this
Agreement or to exercise any right under this Agreement shall not be
construed as a waiver or relinquishment of such party's right to assert
or rely on any such provision or right in that or any other instance;
rather, same shall be and remain in full force and effect. A waiver by
either party of any breach of this Agreement by the other party shall
not be effective unless in writing, and no waiver shall operate or be
construed as a waiver of the same or another breach on a subsequent
occasion.
(d) Amendments. This Agreement embodies the entire agreement of the parties
on the subject matter stated in the Agreement. No amendment or
modification of this Agreement shall be valid or binding unless made in
writing and signed by both parties. All prior understandings and
agreements relating to the subject matter of this Agreement are hereby
expressly terminated.
(e) Notices. Any notice required or permitted to be given hereunder must be
given in writing and personally delivered or mailed to the other party
by certified mail return receipt requested, Federal Express, by
personal delivery or by facsimile if the receiving party acknowledges
in writing the receipt of such fax transmission. Notices shall be given
at the addresses set forth on the signature page to this Agreement.
(f) Independent Contractors. The parties are independent contractors, and
nothing in this Agreement shall be construed to constitute either party
as a partner, joint venturer, employee, employer or agent of the other.
(g) Choice of Law; Forum. This Agreement shall be governed by and construed
in accordance with the laws of the State of California. The parties
consent to the personal jurisdiction and venue of the federal and state
courts having jurisdiction in Orange County, California with respect to
all matters and disputes which may arise out of or result from this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
Cobalis, Corp.
---------------------------
Xxxxxxx Xxxxxxxx, President/CEO
0000 XxXxxx Xxx, Xxxxx 000
Xxxxxx, XX 00000
Agreed and Accepted for CONSULTANT:
-----------------------------
Xxxxxxx Gold
000 Xxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
