C O N S U L T I N G A G R E E M E N T
AGREEMENT made as of the 1st day of March, 2005 by and between AVVAA
World Healthcare, maintaining its principal offices at 0000 Xxxxxxxxx Xx.
Falkland. BC CN (hereinafter referred to as "Client") and Xxxxxxxx Xxxxx
maintaining his principal offices at .000 Xxxxxx Xx, Xxxxx, XX 00000
(hereinafter referred as "Xx. Xxxxx"). This agreement nullifies any previous
agreement between the two parties.
WITNESSETH:
WHEREAS, Xx. Xxxxx is engaged in the business of financial consulting services
and has knowledge, expertise and personnel to render the requisite services to
Client; and
WHEREAS, Client is desirous of retaining, Xx. Xxxxx for the purpose of obtaining
these services so as to better, more fully and more effectively deal with the
financial services community.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:
1. Engagement of Xx. Xxxxx. Client herewith engages Xx. Xxxxx and Xx. Xxxxx
agrees to render to Client financial consulting services which would include
evaluating various business strategies and recommending changes where
appropriate and also critically evaluate the Client's performance in view of its
corporate planning and business objectives. This would also include evaluation
of upper management.
A. The consulting services to be provided by the Xx. Xxxxx shall
include, but are not limited to, the development, implementation and maintenance
of a sound financial advisory strategy which would include:
1. Corporate Planning--(a) develop an in-depth familiarization
with the Client's business objectives and bring to its attention potential or
actual opportunities which meet those objectives or logical extensions thereof,
(b) alert the Client to new or emerging high potential forms of production and
distribution which could either be acquired or
third entity or person, stock, assets, or any interest in its business in
exchange for stock, assets, securities. cash or other valuable
property or rights, or wherein they make a contribution of capital or services
to a joint venture, commonly owned enterprise or business opportunity with the
other for purposes of future business operations and opportunities. To be a
Transaction covered by this section. the transaction must occur during the term
of this Agreement or the one year period following the expiration of this
Agreement. The calculation of a Transaction Fee shall be based upon the total
value of the consideration, securities. property, business, assets or other
value given. paid, transferred or contributed by, or to, the Client and shall
equal 10% of the dollar value of the Transaction. Such fee shall be paid by
certified funds at the closing of the Transaction.
Term and Termination. This Agreement shall be for a period of one year
commencing March 1, 2005 and terminating February 28, 2006. If the Client does
not cancel the contract during the term, the contract will be automatically
extended for an three months. Either party hereto shall have the right to
terminate this Agreement upon 30 days prior written notice to the other parry
after the first 90 days_
Treatment of Confidential Information. Xx. Xxxxx shall not disclose, without the
consent of Client, any financial and business information concerning the
business, affairs, plans and programs of Client which are delivered by Client to
Xx. Xxxxx in connection with Xx. Xxxxx'x services hereunder, provided such
information is plainly and prominently marked in writing by Client as being
confidential (the "Confidential Information"). The Xx. Xxxxx will not be bound
by the foregoing limitation in the event (i) the Confidential Information is
otherwise disseminated and becomes public information or (ii) the Xx. Xxxxx is
required to disclose the Confidential informational pursuant to a subpoena or
other judicial order.
Representation by Xx. Xxxxx of other clients. Client acknowledges and consents
to Xx. Xxxxx rendering financial consultation services to other clients of the
Xx. Xxxxx engaged in the same or similar huffiness as that of Client.
Indemnification by Client as to Information Provided to Xx. Xxxxx. Client
acknowledges that Xx. Xxxxx, in the performance of its duties, will be required
to rely upon the accuracy and completeness of information supplied to it by
Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Xx. Xxxxx, its
developed internally, (c) comment on the Client's corporate development
including such factors as position in competitive environment, financial
performances vs. competition. strategies, operational viability, etc., and (d)
identify prospective suitable merger or acquisition candidates for the Client,
perform appropriate diligence investigations with respect thereto, advise the
Client with respect to the desirability of pursuing such candidates.. and assist
the Client in any negotiations which may ensue therefrom.
B. The services to be rendered by Xx. Xxxxx to the Client shall under
NO circumstances include the following:
1. Any activities which could be deemed by the Securities and
Exchange Commission to constitute investment bunking or any other activities
required by Xx. Xxxxx to be registered as a broker-dealer under the Securities
Act of 1934.
2. Any activities which could be deemed to be in connection
with the offer or sale of securities in a capital-raising transaction.
C. Client acknowledges that Xx. Xxxxx will devote such time as is
reasonably necessary to perform the services for Client. having due regard for
Xx. Xxxxx'x commitments and obligations to other businesses for which it
performs consulting services.
II. Compensation and Expense Reimbursement.
A. Client will pay Xx. Xxxxx, as compensation for the services
provided for in this Agreement and as reimbursement for expenses incurred by Xx.
Xxxxx on Client's behalf, in the manner set forth in Schedule A annexed to this
Agreement which Schedule is incorporated herein by reference.
B. In addition to the compensation and expense reimbursement
referred to in Section 2(A) above, Xx. Xxxxx shall be entitled to receive from
Client a "Transaction Fee", as a result of any Transaction (as described below)
between Client and any other company, entity, person, group or persons or other
party which is introduced to, or put in contact with, Client by Xx. Xxxxx, or by
which Client has been introduced to, or has been put in contact with, by Xx.
Xxxxx. A "Transaction" shall mean merger, sale of stock, sale of assets,
consolidation or other similar transaction or series or combination of
transactions whereby Client or such other party transfer to the other, or both
transfer to a
officers, agents and/or employees from any proceeding or suit which arises out
of or is due to the inaccuracy or incompleteness of any material or information
supplied by Client to Xx. Xxxxx. lndependent Contractor. It is expressly agreed
that Xx. Xxxxx is acting as an independent contractor in performing its services
hereunder. Client shall carry no workers compensation insurance or any health or
accident insurance on Xx. Xxxxx or consultant's employees. Client shall not pay
any contributions to social security, unemployment insurance, Federal or state
withholding taxes nor provide any other contributions or benefits which might be
customary in an employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by either party without the
written consent of the other party..
Notices. Any notice to be given by either party to the other hereunder shall be
sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to such party at the address specified on the first
page of this Agreement or such other address as either party may have given to
the other in writing.
Entire Agreement. The within agreement contains the entire agreement and
understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof,
Modification and Waiver. This Agreement may not be altered or modified except by
writing signed by each of the respective parties hereof. No breach or violation
of this Agreement shall be waived except in writing executed by the party
granting such waiver.
Law to Govern; Forum for Disputes. This Agreement shall be governed by the laws
of the Commonwealth of Massachusetts without giving effect to the principle of
conflict of laws. Each party acknowledges to the other that courts within the
City of Boston, Massachusetts shall be the sole and exclusive forum to
adjudicate any disputes arising under this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
AVVAA World Healthcare Products
By: /s/ X. X. Xxxxxx
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Xxxx Xxxxxx, CEO
/s/ Xxxxxxxx Xxxxx
By -------------------------------------
Xxxxxxxx Xxxxx
SCHEDULE A-1
PAYMENT FOR SERVICES
AND REIMBURSEMENT OF EXPENSES
A. For the services to be rendered and performed by Company during the
term of the Agreement, Client shall pay to Company the sum of 2,500,000 shares
AVVAA World Healthcare stock.
B. Client shall also reimburse Company for all reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties for Client upon
presentation of statements setting forth in reasonable detail the amount of such
expenses. Company shall not incur any expense for any single item in excess of
$250 either verbally or written except upon the prior approval of the Client.
Company agrees that any travel, entertainment or other expense which it may
incur and which may be referable to more than one of its clients (including
Client) will be prorated among the clients for whom such expense has been
incurred. Shares will be accepted for payment of expenses in the same manner as
the base fee per month in Paragraph A above.
AVVAA World Healthcare Products
By: /s/ X. X. Xxxxxx 2/20/05
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Xxxx Xxxxxx, CEO Date
By: /s/ Xxxxxxxx Xxxxx 2/20/05
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Xxxxxxxx Xxxxx Date
