Exhibit 10.14
GOHEALTH.MD, INC.
0000 Xxxxxxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
BUSINESS CONSULTING AGREEMENT
AGREEMENT, made this 10th day of March, 2000 between American Benefit Systems,
Inc., having its principal place of business at 000 Xxxx Xxxxxx, Xxxxxxx, XX
00000, Attn: Xxx Xxxxxxxx, President, hereinafter the "Consultant" and
GOHEALTH.MD, INC., having a principal place of business at 0000 Xxxxxxxxxx
Xxxx, Xxxxxx Xxxx, XX 00000 hereinafter the "Company".
WHEREAS, GOHEALTH desires to obtain Consultant's experience with respect to
strategic marketing initiatives, introductions to key decision makers and
negotiations concerning agreement with "Health" related companies (i.e.
insurance companies, medical associations, drug and pharmaceutical companies),
and the Consultant to undertake to provide such services as herein set forth:
WITNESSETH
NOW, THEREFORE, the parties agree as follows:
1. TERM: This contract is for a one (1) year period from the date hereof.
2. NATURE OF SERVICES: Consultant will render advice and assistance to the
Company on business related matters and in connection therewith Consultant
shall:
A) Develop prospects, schedule meetings and assist in negotiation of contracts
between and amongst "Health" related companies on behalf of GOHEALTH.MD.
B) Attend meetings on behalf of GOHEALTH.MD and provide expertise on strategic
marketing and sale initiatives.
C) Assist in raising capital on behalf of GOHEALTH.MD.
D) Consult with GOHEALTH.MD on corporate planning and long-term growth of the
company.
E) Assist in identifying suitable candidates for the GOHEALTH.MD management
team.
3. COMPENSATION: GOHEALTH.MD agrees to pay the Consultant ten thousand (10,000)
shares of GOHEALTH.MD restricted stock and one hundred thousand warrants to
purchase GOHEALTH.MD stock with an exercise price of $1.50 that expires in five
(5) years. Such warrants shall be issued concurrent with the signing of this
agreement.
4. LIABILITY OF CONSULTANT: In furnishing GOHEALTH.MD with the management
advice and other services as herein provided, neither the consultant nor any
officer, director, or agent thereof shall be liable to GOHEALTH.MD or its
creditors for errors of judgment or for anything except malfeasence, bad faith,
or gross negligence in the performance of its
duties or reckless disregard of
its obligations and duties under the terms of this agreement.
It is further understood and agreed that the Consultant may rely upon
information furnished to it reasonably believed to be accurate and reliable,
and that except as herein provided, Consultant shall not be responsible for any
loss suffered by GOHEALTH.MD by reason of GOHEALTH.MD's action or non-action on
the basis of any advice, recommendation, or approval of Consultant, its
employees, or agents.
The parties further acknowledge that Consultant undertakes no responsibility
for the accuracy of any statement made by management of GOHEALTH.MD contained
in prior releases of other communications, including but not limited to,
filings with the Securities and Exchange Commission and the National
Association of Securities Dealers.
5. STATUS OF CONSULTANT: Consultant shall be deemed to be an independent
contractor and, except as expressly provided or authorized in this agreement,
shall have no authority to act as agent for or represent GOHEALTH.MD.
6. OTHER ACTIVITIES OF CONSULTANT: GOHEALTH.MD recognized that Consultant now
renders and may continue to render consulting services to other companies which
may or may not have policies and conduct activities similar to those of
GOHEALTH.MD.
7. MISCELLANEOUS:
A) All final decisions with respect to consultation, advice and services
rendered by Consultant to GOHEALTH.MD shall vest with GOHEALTH.MD.
B) This agreement contains the entire agreement of the parties hereto and there
are no representations or warranties other than those contained herein.
Neither party may modify this Agreement unless the same is in writing and is
duly executed by both parties hereto.
C) The company may issue additional warrants to purchase shares of GOHEALTH.MD,
Inc. at an exercise price of $1.50 should the Company in its sole discretion
decide to issue such warrant.
D) Any controversy or claim arising our of or related to this Agreement shall
be settled by arbitration in accordance with the rules under the auspices of
the American Arbitration Association: any arbitration shall be conducted in the
State of New Jersey.
Agreed and Accepted on this 10th day March, 2000.
AMERICAN BENEFICIAL SYSTEM, INC.
By: /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx-President
Agreed and Accepted on this 10th day of March, 2000
GOHEALTH.MD, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Xx. Xxxxxxx X. Xxxxxx, President
