BUSINESS CONSULTING AND SERVICES AGREEMENT
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This Business Consulting and Services Agreement (hereinafter Agreement) is
made and entered into this 20 day of January, 2006, by and between Stem Cell
Therapy International, Inc., a Nevada corporation, (hereinafter Principal) and
Xxxxx X. Xxxxxxxx, d/b/a Sphaera Inte-Par ("Sphaera" or "Consultant").
RECITALS
WHEREAS, Consultant is in the business of providing corporate advisory and
business consulting services and desires to provide such services to Principal
pursuant to the terms and conditions of this Agreement; and
WHEREAS, Principal desires to engage the services of Consultant to perform
such business consulting and advisory services as set forth herein below, is in
need of such services, and is able to pay for same, in furtherance of expanding
and developing Principals business.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, and for other good and valid consideration, the adequacy and
receipt of which is hereby acknowledged, the parties agree to be legally bound
as follows:
1. Recitals. The recitals set forth above are true and correct, and are
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incorporated herein by reference.
2. Engagement. Principal hereby engages Consultant to render the consulting
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and advisory services set forth in Paragraph 3 of this Agreement. Consultant
hereby accepts the engagement and agrees to use its best efforts to perform the
duties and services on behalf of Principal.
3. Nature of Services and Duties. Consultant shall make itself available to
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consult with Principal concerning all matters pertaining to the promotion of
Principals business activities, including, generally, all issues of concern or
import in the ongoing growth, development and related business affairs of the
Principal as may be brought to the attention of Consultant by Principal.
Consultant shall provide in an ongoing manner in the following potential
business areas:
a. Financial and consulting advice with respect to an analysis of the
ongoing business of the Principal as well as analyses of business opportunities
as may be contemplated by Principal or as may arise in the course of this
Agreement;
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b. Advice and assistance to the Principal in any and all marketing and
public relations strategies and investor relations activities. Such promotional
and public relations activities shall include but shall not be limited to
procuring professional services for the development of business plans, publicity
campaigns and promotion of the Principal to brokerage houses and investment
analysts. Upon the establishment of an eventual public market for Principals
stock, Consultant shall advise Principal on the implementation of an ongoing
public and investor relations program to increase the public awareness of the
Principal, its products and services, and business plans and development.
Sphaera agrees to submit Client's website and email campaign pieces to its
exclusive database resource of over 3 million qualified customers and or
investors. Sphaera's database includes 3,800 influential and wealthy
individuals, fund mangers, politicians, brokers, professional athletes, and its
exclusive data base of Globo TV subscribers consisting of 3.4 million
households.
c. Sphaera also agrees to translate Principal's company news from English
language to Portuguese; provide text email marketing services; and provide
online promotion of Principal's company activities to Sphaera resources. The
totality of Sphaera's consulting services program shall include providing to
Principal what Sphaera refers to as its "Promotion Solution" program.
4. Limitation on Consultants Services. Consultant is not and does not
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purport to be a person engaged in the provision of legal services and does not
engage in the practice of law. The principals and members of Consultant are not
attorneys, and Consultant does not maintain attorneys as staff or employees. In
the course of providing the services contemplated herein, Consultant shall not
provide to Principal any form of interpretation or advice concerning federal or
state securities laws, rules, or regulations. Consultant further agrees that
he/it shall not make any offer or sale of Principal's securities to any person
or entity.
5. Compensation. Principal shall pay to Consultant, as sole compensation
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for all such services provided pursuant to Paragraph 3 herein above, and for
other services reasonably related to such matters as authorized by Principal,
the compensation as identified below. The parties agree that Consultant shall
receive the following compensation:
a. Three thousand dollars ($3,000.00) payable upon execution of this
Agreement; and
b. Twenty thousand (20,000) shares of Principal's restricted common stock
within thirty (30) days upon execution of the Agreement.
6. Representations of Principal.
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a. Principal agrees to provide Consultant such financial, business and other
material and information about Principal, its products, services, contracts,
litigation, patents, trademarks and other business matters which Consultant may
request and any additional information which Consultant considers to be
important material for the completion of this Agreement. Principal acknowledges
and agrees that Sphaera/ Xxxxx Xxxxxxxx will not make any guarantees as to the
results or performance of the clients stock resulting from Consultant's
promotion of Principal's business.
b. Principal is a corporation duly organized and existing under the laws of
the State of Incorporation and is in good standing with the jurisdiction of its
incorporation and in each state where it is required to be qualified to do
business.
c. Principal will cooperate in a prompt and professional manner with
Consultant, its attorneys, accountants and agents during the performance of the
obligations due under this Agreement.
7. Representations by Consultant.
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a. Consultant represents, warrants and covenants that Consultant will
cooperate in a prompt and professional manner with Principal, its attorneys,
accountants and agents in the performance of this Agreement.
b. Sphaera warrants that it will commence online promotion within 10
business days of receiving funds or stock.
8. Costs, Expenses and Assistants of Consultant. Consultant, subject to
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approval in writing of the Principal, where necessary and reasonable, may seek
out and utilize the assistance and services of other persons, companies, or
firms to properly perform the duties and obligations required under this
Agreement. Consultant shall be solely responsible for all costs and expenses
incurred by it in the performance of services under this Agreement, including
costs and expenses for any other person or entity it engages to provide
assistance to Consultant.
9. Term. This Agreement shall be for a term of six months, commencing upon
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the date of execution by both parties hereto. This Agreement may be terminated
at any time by a mutual written agreement of the parties, and shall
automatically terminate upon the dissolution or insolvency of either party
hereto.
10. Relationship of Parties. The parties hereby acknowledge the Consultant
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is an independent contractor of Principal and is not authorized to act on behalf
of Principal as its agent, except as may be specifically agreed otherwise.
Consultant shall have full control over the manner in which its services are
rendered hereunder. Nothing in this Agreement or the course of conduct between
the parties shall be deemed to constitute an employment, agency, joint venture,
partnership or any other type of relationship between the parties other than the
independent contractor status established hereby. Consultant shall not have the
right or power to bind Principal to any contracts or agreements with any third
party, nor shall Consultant have the right or power to direct any operations of
the Principal not authorized specifically by Principal. The relationship
created by this Agreement is that of a contract for services.
11. Waiver, Modification and Cancellation; Writing Required. This Agreement
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may not be modified, amended or canceled except by a mutual agreement by an
instrument in writing duly executed by the parties hereto. No waiver of
compliance with any provision or condition hereof and no consent provided for
herein shall be effective unless evidenced by an instrument in writing duly
executed by the party hereto sought to be charged with such waiver or consent.
12. Severability. The invalidity or unenforceability of any particular
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provisions hereof shall not effect the remaining portions or provisions of this
Agreement, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision were omitted.
13. Attorneys Fees. In the event it becomes necessary for either party
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herein to seek legal means to interpret or enforce the terms of this Agreement,
the non-prevailing party shall be liable to the prevailing party for all
reasonable attorney fees, attorney fees on appeal, travel expenses, deposition
costs, expert witness expenses and fees, and any other costs of whatever nature
and reason necessarily incurred by the prevailing party incident to the
prosecution or defense of any action arising from or related to the subject
matter of this Agreement, plus costs in all proceedings, trials and appeals.
14. Venue. The parties hereto understand and agree that venue shall be had,
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and is mandatory, in Pinellas County, Florida, to the exclusion of all other
places of venue, for all matters which may arise under this Agreement.
15. Governing Law. This Agreement is governed solely and exclusively by
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the laws of the State of Florida.
16. Entire Agreement. This Agreement contains the entire understanding
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between the parties hereto with respect to the matters contemplated hereby, and
this Agreement supercedes any and all prior understandings and written and oral
agreements between the parties with respect to the subject matter hereof.
17. Binding Effect; Successors and/or Assigns. This Agreement shall be
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binding upon and shall inure to the benefit of the respective parties hereto and
any successors, grantees and/or assigns, whether resulting from a merger,
acquisition, recapitalization, asset purchase or otherwise, and the parties
legal representatives and affiliates.
18. Authority to Enter into Agreement. The individuals executing this
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Agreement on behalf of Principal and Consultant represent that they are duly
authorized by their respective entities to enter into said Agreement, and that
their acts are binding upon the entities which they represent.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first set forth above.
STEM CELL THERAPY INTERNATIONAL, INC.
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Xxxxxx Xxx, Chairman of the Board
SPHAERA INTE-PAR
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Xxxxx X. Xxxxxxxx
Its: _______________________________________
