CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into as of the 1st day
of September, 2005 (the "Effective Date") by and between STEM CELL THERAPY
INTERNATIONAL, CORP. ("Company"), a Nevada corporation, with its principal
office located at 0000 Xxxxx Xxxx Xxx., 0xx Xxxxx, Xxxxx, Xxxxxxx 00000 and USA
CONSULTING GROUP, LLC having a permanent address at 0000 Xxxx Xx. Xxxxxxxxxx
Xxxxxx, XX 00000 ("Consultant").
WHEREAS, the Company desires to retain Consultant as an independent
contractor to perform certain services for the Company, and Consultant is
willing to perform such services, on the terms set forth more fully below.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein and intending to be legally bound hereby, it is hereby agreed by and
between the parties hereto as follows:
1. CONSULTING SERVICES.
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Description of Services. Consultant agrees to provide to the Company ongoing
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services with Stem Cell Research Centers throughout the world. These services
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will include identification, negotiation and regular communication between the
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company and prospective Stem Cell Research and Treatment Centers.
Efforts. Consultant shall use its best efforts to perform the Services.
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Consultant's performance under this Agreement shall be conducted with due
diligence and in a professional manner and in full compliance with the highest
professional standards of practice. The performance of the services shall be in
a manner determined in the sole and absolute discretion of Consultant.
2. COMPENSATION
Common Stock. As compensation for the establishment of the aforesaid exclusive
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contractual relationship, Company shall pay Consultant One Million (1,000,000)
shares of its restricted common stock pursuant to paragraph three and shall
deliver to Consultant stock certificates evidencing Consultant's sole, absolute
and according to SEC 144 rules restricted ownership within seven days. Company
agrees to have "piggy back" registration rights on company's next registration.
Expenses. Travel-related expenses and other out-of-pocket expenses incurred by
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Consultant which are directly related to the furnishing of the Services will be
reimbursed by the Company upon approval.
3. TERM AND TERMINATION.
Term. This Agreement will become effective on the date of the underlying
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contract between The Institute of Cell Therapy and Stem Cell Therapy
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International Corp. which is attach hereof execution and will continue in full
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force and effect for a period of three (3) years thereafter, unless and until
terminated by a party in accordance with this Agreement.
Termination. Either party may immediately terminate this Agreement upon written
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notice, for any breach of contract, if the other party does not cure a material
breach of this Agreement within thirty (30) days of receipt of written notice
detailing such breach. The parties may mutually agree to terminate this
Agreement in writing.
4. GENERAL TERMS.
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Notices. Any notices provided hereunder must be in writing and shall be deemed
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effective upon the earlier of personal delivery (including personal delivery by
telex) or the third day after mailing by first class mail, registered or
certified, with postage prepaid. All notices shall be addressed to the party to
be notified at such party's address as set forth herein, or as subsequently
modified by written notice.
Assignment. Neither party may assign its rights or obligations herein or
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this Agreement in whole or in part by operation of law or otherwise, except with
the prior written consent of the other party. This Agreement will be binding on
and inure to the benefit of the parties and their respective successors and
permitted assigns.
Entire Agreement. This Agreement constitutes the entire understanding of
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the parties and supersedes all prior and contemporaneous agreements and
negotiations between them. There are no representations or warranties other
than those expressly set forth herein.
Modification. No modification or waiver of any of the terms hereof shall be
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valid unless in writing and signed by both parties.
Applicable Law. This Agreement shall be construed in accordance with the laws
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of Commonwealth of Pennsylvania.
Waivers: Modification. If either party should waive any breach of any
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provisions of this Agreement, such party shall not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of
this Agreement. No modification of any provision of this Agreement will be
effective unless in writing and signed by all parties.
Severability. If any term, condition, clause or provision of this Agreement
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shall be determined or declared to be void or invalid in law or otherwise, then
only that term, condition, clause or provision shall be stricken from this
Agreement and in full force, effect and operation. Likewise, the failure of any
party to meet the obligations under any one or more of the paragraphs herein,
with the exception of the satisfaction of the conditions precedent, shall in no
way avoid or alter the remaining obligations of the parties.
Counterparts. This Agreement may be executed in separate counterparts, anyone of
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which need not contain signatures of more than one party, but all of which taken
together will constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have
executed this Agreement as of the Effective Date.
COMPANY: CONSULTANT:
STEM CELL THERAPY INTERNATION CORP. USA CONSULTING GROUP, LLC
By: _________________________________ ______________________________
Name: Xxxxxx Xxx Xxxxxx Xxxxxxxxxx
Title: Chairman President
