Business Development Agreement
THIS BUSINESS DEVELOPMENT AGREEMENT ("Agreement"), dated June 9, 2010,
entered into between:
Xxxxxx Xxxxxxx (referred to as "Consultant ")
and
HIV-Vac, Inc. ("Company ").
WHEREAS:
A. Consultant is an international business development advisor;
and
B. Company is a publicly traded U.S. corporation; and
C. Consultant and Company desire to enter into an agreement
whereby Consultant will assist Company in establishing business
relationships in North and South America, will assist in seeking
financing for the Company, and will assist the Company in updating its
regulatory filings.
THEREFORE, in consideration of the premises, the promises hereafter set
forth, and other good and valuable consideration, the parties hereby
agree as follows:
1. Description of Consultant's Services. Consultant, in the
capacity of an independent contractor and not as an employee of
Company, agrees to provide the following services to Company:
a. Identify and approach potential joint-venture partners
or acquisitions that might be compatible to the Company's current
technology and operations.
b. Create joint venture strategies,
c. Analysis and evaluate target companies; assisting in Due
Diligence studies; assisting in negotiations and contractual matters.
d. Assist in promoting the Company through newspaper,
television, and radio interviews and seminars
f. Attend conventions, trade shows and promotions which
might promote the Company's technology.
2. Description of Company Services. Company agrees to provide
Consultant with electronic and printed marketing materials and will
arrange to attend important meetings arranged by the Consultant.
3. Term. The term of this Agreement ("Term") shall commence on
the date hereof and continue for a period of three (3) months.
4. Independent Contractor Agreement. Consultant agrees to be an
independent contractor and not an employee under this Agreement.
5. Company Control. Company, at its sole discretion, has the
right to accept or reject any offer or business advice introduced by
the Consultant.
6. Trademarks and Patents. Consultant acknowledges that Company
has or might have trademark and patent registrations pending.
Consultant agrees not divulge any privileged or confidential
information regarding its business plans, models or technology, without
the Company's prior written permission.
7. Compensation to Consultant. For performance of the services
described in this Agreement, Company agrees to compensate Consultant as
follows:
Company will pay Consultant a non-refundable fee of $2,500 in cash or
alternatively, at the Company's discretion, in lieu of cash, will pay
the Consultant 350,000 shares of Company's common stock as a non-
refundable engagement fee, such stock to be duly authorized, validly
issued and outstanding, fully paid and non-assessable and will not be
subject to any liens or encumbrances. The stock issued will be
restricted stock as defined by the rules of United States Securities
Exchange Commission.
8. Non-Circumvention and Remedy. Company and Consultant
expressly agree that this Agreement constitutes a binding contract.
Company, intending to be legally bound, hereby irrevocably agrees not
to circumvent, avoid, bypass, or obviate Consultant, directly or
indirectly, to avoid payments or fees, commissions, or any other form
of compensations to Consultant in any transaction with any corporation,
partnership, or individual, revealed by either party to the other, in
connection with any projects, or currency exchanges, or any loans or
collaterals, or any findings or any other transactions involving
products, commodities, services, additions, renewals, extensions,
rollovers, amendments, new contracts, re-negotiations, parallel
contracts or agreements or third party assignments hereof. The Company
shall not contact individuals or entities introduced by Consultant
during the term of this Agreement without prior written consent from
Consultant. If any transaction of any kind is consummated within
twelve (12) months of the termination of this Agreement with an
individual or entity introduced directly or indirectly by Consultant to
Company and/or Company enters into an agreement to acquire or be
acquired by an entity or individual introduced directly or indirectly
by Consultant to Company during the term of this Agreement, then that
transaction shall be deemed to have been arranged by Consultant under
this Agreement and Company shall remunerate Consultant as specified
above. If Company breaches any term of this Agreement or violates any
of his obligations under this Agreement, e.g. any compensation or fee
payments or the Non-Circumvention clause or the Confidentiality clause
or any other term, Consultant may seek all remedies and appropriate
equitable relief allowed by law, and Consultant shall be entitled to a
legal monetary penalty and equitable remedies equal to the maximum fees
allowed by a competent court, at law or in equity, including all
legal and other expenses, and Consultant may also, at its option,
terminate or suspend all performances or services remaining to be
rendered by Consultant under this Agreement without being obligated to
pay back or reimburse any compensation or fee payments previously
received by Consultant under this Agreement.
9. Exclusivity and Confidentiality. The services of Consultant
hereunder shall not be exclusive, and Consultant and its agents may
perform similar or different services for other persons or entities
whether or not they are competitors of Company. Consultant shall be
required to expend only such time as is necessary to service Company in
a commercially reasonable manner. Company and Consultant acknowledge
and agree that confidential and valuable information proprietary to
either one party and obtained during its business relationship with
either one party, shall not be, directly or indirectly, disclosed
without the prior express written consent of the other party, unless
and until such information is otherwise known to the public generally
or is not otherwise secret and confidential. All such confidential
information provided to either one party by the other shall be clearly
and conspicuously marked with the word "Confidential." Consultant may
disclose Company's confidential information pursuant to applicable laws
or regulations, provided that Consultant may disclose only information
required for services and performances hereunder.
10. Indemnification and Representation. Company agrees to save
harmless, indemnify and defend Consultant, its agents and employees
from and against any cost, loss, damage, liability, judgment and
expense whatsoever, including attorney's fees, suffered or incurred by
it by reason of, or on account of, any misrepresentation made to it or
its status or activities as Consultant under this Agreement.
11. Conflict of Interest. The Consultant may have a conflict o
interest in that he may have previous ownership or separate commission
fees either individually or through a company or agent that the
Consultant controls. In any event the Consultant may present these
entities to the Company and agrees to disclose such potential conflicts
of interest. The Consultant at his sole discretion may present to the
Company what the Consultant deems as the most reasonable action for the
Company in its recapitalize or restructure.
12. Miscellaneous. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other
provision and no waiver shall constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the party making
the waiver.
13. Applicable Law. It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits and
special proceedings hereunder be construed in accordance with and under
and pursuant to the Laws of the State of California and this in any
action, special proceeding or other proceedings that may be brought
arising out of, in connection with or by reason of this Agreement, the
law of the State of California shall be applicable and shall govern to
the exclusion of the law of any other forum, without regard to the
jurisdiction on which any action or special proceeding may be
instituted.
14. Severability. All agreements and covenants contained herein
are severable, and in the event any of them shall be held to be invalid
by any competent court, the Agreement shall be interpreted as if such
invalid agreements or covenants were not contained herein.
15. Entire Agreement. This Agreement constitutes and embodies
the entire understanding and agreement of the parties and supersedes
and replaces all other or prior understandings, agreements and
negotiations between the parties.
16. Waiver and Modification. Any waiver, alteration, or
modification of any of the provisions of this Agreement shall be valid
only if made in writing and signed by the parties hereto. Each party
hereto, may waive any of its rights hereunder without affecting a
waiver with respect to any subsequent occurrences or transactions
hereof.
17. Binding Arbitration. Any controversy or claim arising out of
or relating to this agreement, or the breach thereof, shall be settled
by arbitration administered by the American Arbitration Association
under its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The arbitration shall be conducted in San Diego
County, California.
18. Counterparts and Facsimile Signature. This agreement may be
executed simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. Execution and delivery of this
Agreement by exchange of facsimile copies bearing the facsimile
signature of a party hereto shall constitute a valid and binding
execution and delivery of this Agreement by such party. Such facsimile
copies shall constitute enforceable original documents.
No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by all parties.
This Agreement constitutes the entire agreement between the parties
and supersedes any prior agreements or negotiations. This Agreement
may, if required, be signed in counterparts, or by facsimile. Neither
party assumes any responsibilities or obligation whatsoever, other than
the responsibilities and obligations expressly set forth in this
Agreement or a separate written agreement between Company and
Consultant. Neither party shall be liable under the provisions of this
Agreement for damages on account of accidents, fires, acts of God,
government actions, state of war, or any other causes beyond the
control of the party whether or not similar to those enumerated. In
the event of a conflict between this Agreement and any future
agreements executed in connection herewith, the provisions of this
Agreement shall generally prevail.
It is acknowledged and agreed by Company and Consultant that should any
provision of this Agreement be declared or be determined to be illegal
or invalid by final determination of any court of competent
jurisdiction, the validity of the remaining parts, terms or provisions
of this Agreement shall not be affected thereby, and the illegal or
invalid part, term or provision shall be deemed not to be a part of
this Agreement. This Agreement is subject to all federal, state, and
local government regulations, and shall be construed in accordance with
the laws of the United States.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement on the date first written above.
/s/Xxxxx Xxxxxx
---------------------------------
By: Xxxxx Xxxxxx President, HIV-Vac, Inc.
/s/Xxxxxx Xxxxxxx
---------------------------------
By: Xxxxxx Xxxxxxx, Consultant
