CONSULTING AGREEMENT
Exhibit 10.3
AGREEMENT made this 5th day of May, 2008, by and between
Fiona International SA
P.O. Box 0816-03298
Panama, Rap. de Panama
hereinafter referred to as the “Consultant”, and
Synthetic Blood International, Inc.
0000 Xxxxxx Xxxxxx, Xxxxxxxx X
Xxxxx Xxxx, XX 00000, XXX
hereinafter referred to as “Company”.
WHEREAS, the Company desires to engage the services of the Consultant to perform for the Company consulting services concerning matters relating to licensing Oxycyte to pharmaceutical companies as an independent contractor and not as an employee; and WHEREAS, the Consultant already has established contacts to pharmaceutical companies for the Company, and
WHEREAS, Consultant desires to consult with the Board of Directors, the officers of the Company, and the administrative staff, and to undertake for the Company consultation as to the direction of certain functions in said matters as above.
NOW, THEREFORE, it is agreed as follows:
1. Term. The respective duties and obligations of the contracting parties shall be for a period of three months commencing on May 5, 2008, and may be terminated by either party giving thirty (30) days’ written notice to the other party at the addresses stated above or at an address chosen subsequent to the execution of this agreement and duly communicated to the party giving notice.
2. Consultations. Consultant shall be available to consult with the Board of Directors, the officers of the Company, and the heads of the administrative staff, at reasonable times, concerning matters pertaining to the organization of the administrative staff, the fiscal policies of the Company, the relationship of the Company with its employees or with any organization representing its employees, and, in general the important problems of concern in the business affairs of the Company. Consultant shall not represent the Company, its Board of Directors, its officers or any other members of the Company in any transactions or communications nor shall Consultant make claim to do so.
3. Liability. With regard to the services to be performed by the Consultant pursuant to the terms of this agreement, the Consultant shall not be liable to the Company, or to anyone who may claim any right due to any relationship with the Corporation, for any acts or omissions in the performance of services on the part of the Consultant or on the part of the agents or employees of the Consultant, except when said acts or omissions of the Consultant are due to willful misconduct or gross negligence. The Company shall hold the Consultant free and harmless from any obligations, costs, claims, judgments, attorneys’ fees, and attachments arising from or growing out of the services rendered to the Company pursuant to the terms of this agreement or in any way connected with the
Page - 1 -
rendering of services, except when the same shall arise due to the willful misconduct or gross negligence of the Consultant and the Consultant is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction.
4. Compensation. The Consultant shall receive the following compensation:
| • | At signing: $17,500 and 1,385,000 five-year warrants at $0.247 at conversion |
| • | June 1, 2008: A flat fee of $70,000 |
| • | July 1,2008: 1,647,000 warrants at $0.247 at conversion |
| • | August 1, 2008: 411,250 shares |
all from the Company for the performance of the services to be rendered to the Company.
The compensation is above includes all expenses. The Consultant shall submit itemized statements of hours of services performed during any particular month by the fifth (5th) day of the next succeeding month.
5. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance of the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof. For that purpose, the parties hereto consent to the jurisdiction and venue of an appropriate court located in Orange County, State of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 5th day of May, 2008.
| By: Company | By: Consultant | |||||||
| /s/ Xxxxx X. Xxxxx | /s/ Xxxxxxx Xxxxxxx | |||||||
| Synthetic Blood International, Inc. | FIONA International S.A. | |||||||
| By: | Xxxxx X. Xxxxx, Chairman | By: | Xxxxxxx Xxxxxxx | |||||
Page - 2 -
