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AMENDED AND RESTATED CONSULTING AGREEMENT

Consulting Services Agreement

AMENDED AND RESTATED CONSULTING AGREEMENT | Document Parties: FAVRILLE INC | MyMedicalRecords, Inc | RHL Group, Inc You are currently viewing:
This Consulting Services Agreement involves

FAVRILLE INC | MyMedicalRecords, Inc | RHL Group, Inc

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Title: AMENDED AND RESTATED CONSULTING AGREEMENT
Date: 2/2/2009
Industry: Biotechnology and Drugs     Sector: Healthcare

AMENDED AND RESTATED CONSULTING AGREEMENT, Parties: favrille inc , mymedicalrecords  inc , rhl group  inc
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Exhibit 10.12

AMENDED AND RESTATED CONSULTING AGREEMENT

This Amended and Restated Consulting Agreement (the "Agreement"), effective January 27, 2009 (the "Effective Date"), is entered into between MyMedicalRecords, Inc (formerly mymedicalrecords.com, Inc.) ("MMR") and The RHL Group, Inc. ("RHL") , and amends and restates the Consulting Agreement between MMR and RHL dated as of July 1, 2006 (the "Original Agreement") in its entirety . MMR and RHL may be referred to each as a "Party" and jointly as the "Parties".

This Agreement sets forth the terms pursuant to which RHL will advise and consult with MMR to assist MMR in business operations and strategic decision-making. This Agreement addresses only these specific services, and its terms do not apply to any pre-existing or future agreements between the Parties.

  1. Payment

In consideration for entering this Agreement, following the Effective Date MMR will pay RHL $25,000.00 per month in advance.

  1. Expenses

MMR agrees to reimburse RHL for expenses incurred by RHL for services provided in connection with this Agreement. In addition, MMR shall reimburse RHL for the expenses associated with providing medical insurance coverage to Robert H. Lorsch.

  1. Term and Termination

This Agreement shall remain effective until December 31, 2011, and renew automatically for successive one year periods unless terminated by either Party upon sixty (60) days prior written notice. Notwithstanding the foregoing, this Agreement will remain effective for a period not less than twelve (12) months after the termination of the Employment Agreement between Favrille, Inc., MMR and Robert H. Lorsch dated as of the date hereof.

  1. Independent Contractor

RHL is an independent contractor of MMR for the term of this Agreement. MMR will not withhold taxes with respect to any compensation. RHL has no claim for benefits or compensation of any kind against MMR.

  1. Indemnification

Each Party shall indemnify and hold the other Party harmless for third party damages, claims or liability of any kind against the first Party arising out of its performance under this Agreement.

  1. Amendment/Modification

This Agreement may not be modified unless agreed in writing by the Parties.


  1. Waiver

No waiver by either Party of any requirement of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach.

  1. Dispute Resolution

In the unlikely event of a dispute between the Parties, the Parties acknowledge mutual interests in economy, privacy, and expeditious resolution, and accordingly the parties including the any major shareholders, directors, and officers (the "Principals") of both parties agree to the following procedures for resolution of any dispute arising out of or related to relations between the parties including without limitation claims based on contract, tort, statute, breach, default, equitable relief, and whether a claim is arbitratable. Each party consents to final and binding arbitration with exclusive venue, personal jurisdiction, and hear


 
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