EXHIBIT 10.9
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National Healthcare Technology/Design Inc
Consulting Agreement
This agreement sets forth the terms (the "Agreement") between Design Inc
(Design) and National Healthcare Technology Inc. ("the Company") concerning
business management services (hereafter being referred to as the "Services")
rendered to the Company from January 8, 2005 and continuing through June 8,
2006.
When countersigned in the space provided below, this shall serve as our
agreement, as detailed below. Therefore, this Agreement contains the full and
complete understanding between the parties and supersedes all prior
understandings. It is further understood/agreed (when countersigned) that this
Agreement may not be altered, modified or changed in any way without the express
written consent of both parties and shall be construed in accordance with the
laws of the State of California applicable to agreements executed and wholly
performed within that State.
1. The Services
A. It is agreed that Design shall be retained to provide business
management services, and provide advice as it relates to the future of
the company. This service shall include the drafting and preparation
of business plans, operating budgets, cash flow projections and other
business management services. It is understood that the company is
venturing into a new direction into the oil and gas business and
desires to retain the services of consultant in order to provide
access to skills, knowledge and opportunities which exist in the
energy sector.
B. It is understood that the Company has allowed Design to enter into
this agreement based upon the present character and composition of THE
COMPANY's management and general good standing and reputation in the
business community. In the event of the sale or transfer of a
substantial portion of the assets of THE COMPANY's business or of a
change in the controlling interest in THE COMPANY's business or of a
merger or consolidation of THE COMPANY's property being expropriated,
confiscated or nationalized by the government, or in the event of the
de facto control of THE COMPANY or of any of its subdivisions or
agencies being assumed by a government, or government agency or
representative, the Company may, at its option, terminate this
Agreement immediately upon written notice to THE COMPANY.
2. Compensation for the Services
In consideration for the services rendered by THE COMPANY shall pay to
Design as follows:
A. THE COMPANY shall pay to Design a fee of Two Million Eight Hundred
Thousand shares of restricted stock of the company. This fee shall be
non-refundable and considered earned when the shares are delivered. It
is agreed that the fee shall be paid within 3 days after execution of
this agreement. Design may designate third parties to be paid all or a
portion of the fee by notifying The company. This agreement may be
assigned to principles of Design to perform this service. In the event
that the shares are not delivered within 10 days of the execution of
this agreement a penalty of One Hundred Thousand shares will be
assessed to the Company, the issuance of shares is non refundable and
due without offset.
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3. Method of Compensation
The method of Compensation shall be in restricted stock of the
company.
4. Termination
A. This agreement shall begin upon signing of the contract. The term of
this engagement will be six (6) months and may be terminated by either
party upon thirty (30) days prior written notice if termination is
without cause, and immediately upon written notice if termination is
with cause.
B. In the event of termination, all fees and charges paid to Design shall
be considered earned and non-refundable.
5. Reports
At Design's request, THE COMPANY agrees to supply a report at least
once a month, verbally or in writing, on general activities and
actions taken on behalf of the Company.
6. Materials
Design agrees to furnish any supplies and materials which THE COMPANY
may need regarding the Company, its management, products, financial
and business status and plans.
7. Independent Contractor Status
Design is acting as an independent contractor, and not as an employee
or partner of the Company or The company. As such, neither party has
the authority to bind the other, nor make any unauthorized
representations on the behalf of the other.
8. Services to Others
A. The company acknowledges that Design is in the business of providing
Consulting Services to other businesses and entities. Design's
services hereunder are not exclusive to THE COMPANY and shall have the
right to perform the same or similar services for others, as well as
engage in other business activities.
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9. Confidential Information
THE COMPANY will use its best efforts to maintain the confidential
nature of the proprietary or confidential information to Design and
The Company entrusts to it through strict control of its distribution
and use. Further, THE COMPANY will use its best efforts to guard
against any loss to The Company and Design through the failure of THE
COMPANY or their agents to maintain the confidential nature of such
information. "Proprietary" and "confidential information," for the
purpose of this Agreement shall mean any and all information supplied
to THE COMPANY which is not otherwise available to the public,
including information which may be considered "inside information"
within the meaning of the U.S. securities laws, rules and regulations.
10. Indemnification
A. The company shall indemnify Design and its officers and employees and
hold them harmless for any acts, statements or decisions made by THE
COMPANY in reliance upon information supplied to Design in accordance
with instructions from or acts, statements or decisions approved by
The Company or The company. This indemnity and hold harmless
obligation shall include expenses and fees including reasonable
attorney's fees incurred by Design in connection with the defense of
any act, suit or proceeding arising out of the foregoing. Design makes
no written or expressed warranties or representations regarding its
abilities, skills, knowledge or time commitment to the company. Design
will provide certain services on a best efforts basis as available.
Design is held harmless from any express or implied claims made by The
company regarding any representation or inducement to enter into this
agreement, or to the delivery of the compensation which is outlined in
this agreement.
11. Other Transactions
A. A Business Opportunity shall include the merger, sale of assets,
consolidation or other similar transaction or series or combination of
transactions whereby the Company or its subsidiaries, both transfer to
a third entity or person, assets or any interest in its business in
exchange for stock, assets, securities, cash or other valuable
property or rights, or wherein they make a contribution of capital or
services to a joint venture, commonly owned enterprise or venture with
the other for purposes of future business operations and
opportunities.
B. To be a Business Opportunity covered by this section, the transaction
must occur during the term of this Agreement, or during the period of
one (1) year after the expiration of this Agreement. In the event this
paragraph shall apply, any Transaction Fee due shall be based upon the
net value of the consideration, securities, property, business, assets
or other value given, paid, transferred or contributed by, or to the
Company, and shall be equal to eight percent (8%) of the consideration
for the acquisition, merger or purchase. Unless otherwise mutually
agreed in writing prior to the closing of any Business Opportunity,
the Transaction Fee shall be paid in cash or in kind at the closing of
the transaction. This fee shall be paid to Design for those companies
or opportunities which it directs to The company which are merged,
purchased, or introduced to The company.
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13. Entirety
This instrument sets forth the entire agreement between THE COMPANY and
Design on behalf of The Company. No promise, representation or
inducement, except as herein set forth, has been made by either party
to this Agreement. Should any provision of this Agreement be void or
unenforceable, the rest of this Agreement shall remain in full force.
This Agreement may not be cancelled, altered, or amended except in
writing.
APPROVAL AND ACCEPTANCE
National Healthcare Technology Inc
READ AND ACCEPTED this 8th day of January, 2006
Signed: /s/
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By its authorized agent
Design Inc
READ AND ACCEPTED this 8th day of January, 2006.
Signed: /s/
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Title: By its authorized
Agent
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