CONSULTING AGREEMENT
Exhibit
10.1
PARABOLIC
00000
Xxxx Xxxxx Xxxxx, Xxx 000
Xxx
Xxxxx, XX 00000
Phone
000-000-0000
Fax
000-000-0000
This
agreement is made by and between FLAGSHIP GLOBAL HEALTH, INC., having its
principal office at 000 X. 00xx
Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to
as
the
“Company” or “Client”), and PARABOLIC, LLC having its
principal
office at 00000 Xxxx Xxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 (the “Consultant”).
In
consideration of the mutual promises contained herein and on the terms and
conditions hereinafter set forth, the Company and Consultant agree as
follows:
1.
PROVISION
OF SERVICES. Consultant
will conduct a market management program for Flagship Global Health, Inc.
(“FGHH”) for a total period of two (2) months following the receipt by
Consultant of the compensation set forth in paragraph 2 hereunder. It is
understood that Client is interested in introducing FGHH to the investment
community. By this agreement, Client is retaining Consultant to engage in a
market management campaign designed to publicize FGHH as set forth in the
following paragraphs of this agreement.
(A) Consultant
shall, to the extent reasonably required, develop and coordinate a program
to
increase public awareness of FGHH, particularly among the investment community,
which program may include proprietary services to be rendered by the Consultant
and/or third parties. Services provided by Consultant may include all or part
of
the following: email news release to a huge subscriber base comprised of
investors, brokers, and financiers interested in small cap and micro-cap
companies, networking, and other proprietary methods.
Please
courier an investor's package and any current press releases immediately
to:
Parabolic,
LLC
00000
Xxxx Xxxxx
Xxxxx, Xxx 000
Xxx
Xxxxx, XX
00000
000-000-0000
(B) Consultant
shall use its best effort to perform under this agreement, and for this purpose
consultant shall, at all times, maintain or keep and make available qualified
persons or a network of qualified outside professionals for the performance
of
its obligations under this agreement.
2.
COMPENSATION.
(A) The
total
cost for the Consultant's services is $100,000 (US Funds), as payment for the
consulting agreement.
(B) Client
understands and agrees that the compensation paid to Consultant is earned by
Consultant upon receipt. The compensation paid to Consultant under this
agreement is solely an inducement for Consultant to accept this engagement
on
Clients' behalf. Client further understands and agrees that the compensation
paid to Consultant is not returnable or refundable under any circumstances,
including any claim made by Client that the services contracted for were not
performed or were not of value sufficient to warrant the compensation paid
to
Consultant.
3.
LIABILITY;
INDEMNIFICATION.
(A) The
Company shall indemnify, save harmless and defend Consultant and its officers,
directors,
employees and agents from, against and in respect of any loss, damage,
liability, judgment,
cost or
expense whatsoever, including counsel fees, suffered or incurred by it or him
by
reason of, or on
account of, its status or activities as a consultant to the Company hereunder
(and, in the case of the Observer,
his participation in meetings of the Board of Directors of the Company), except
for any loss,
damage,
liability, judgment, cost or expense resulting from willful malfeasance, bad
faith or gross negligence in the performance of Consultant's duties
hereunder.
(B) Consultant
shall indemnify, save harmless and defend the Company and its officers,
directors, employees and agents from, against and in respect of any loss,
damage, liability, judgment, cost or expense whatsoever, including counsel
fees, suffered
or incurred by it or him by reason of, or on account of, willful malfeasance,
bad faith or gross negligence in the performance of Consultant's duties
hereunder.
4.
STATUS
OF CONSULTANT. Consultant
shall at all time be an independent contractor of the Company and, except as
expressly
provided or authorized by this agreement, shall have no authority to act for
or
represent the
Company.
The Company acknowledges that the Consultant may, from time to time, subcontract
the performance
of certain of its services hereunder to third parties, in which event the
Consultant shall be
responsible for the timely and professional performance of such services as
if
the Consultant had provided same.
5.
OTHER
ACTIVITIES OF CONSULTANT. The
Company recognizes that Consultant now renders and may continue to render
management
and other services to other companies, which may or may not have policies and
conduct
activities similar to those of the Company. Consultant shall be free to render
such advice and other services and the Company hereby consents thereto.
Consultant shall not be required to devote its full time
and
attention to the performance of its duties under this agreement, but shall
devote only so much
of its
time and attention as it deems reasonable or necessary for such
purposes.
6.
TERMS.
(A) Consulting
agreement will become effective upon receipt of signed contract and
payment.
(B) FGHH
hereby authorizes and agrees to allow Contractor or third parties to republish
any and all of its press releases.
7.
IN
GENERAL. This
agreement sets forth the entire agreement and understanding between the parties
with respect to its subject matter and supersedes all prior discussions,
agreements and understandings of any nature between them with respect thereto.
This agreement shall be governed by and construed in accordance with the laws
of
the State of California applicable to agreements made to be performed entirely
within such State.
8.
The
terms
and conditions as set forth in your e-mail to Flagship Global Health, Inc.,
dated February 16, 2007 at 2:49 p.m. are incorporated herein and made a part
of
this Consulting agreement.
IN
WITNESS WHEREOF, the parties have caused this agreement to be signed by their
respective officers or representatives duly authorized on this 16th
day of
February, 2007.
| /s/ Xxxx X. Xxxxxxx | ||
| Parabolic, LLC | ||
| Client: | ||
| Flagship Global Health, Inc. | ||
| By: /s/ Xxxx X. Xxxxx | ||
| Xxxx X. Xxxxx | ||
| Printed Name |
