Exhibit 4.2
CONSULTING AGREEMENT
This Consulting Agreement (this
“Agreement”) is made as the 1st day of June, 2007 by
and among Viral Genetics, Inc., a Delaware corporation (the
“Company”) and Jeremy Draper, an individual (the
“Consultant”).
WHEREAS , Consultant
desires to render consulting services to the Company and the
Company desires to retain Consultant for the purpose of rendering
such services, pursuant to the terms and conditions of this
Agreement.
NOW, THEREFORE , in
consideration of the foregoing recitals and the mutual agreements
and covenants contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
SECTION 1
APPOINTMENT; TERM
Section 1.1. Appointment . The Company hereby
appoints Consultant, and Consultant hereby accepts such
appointment, to serve as Consultant to the Company and to perform
such services as may be requested from time to time by the Company
and agreed to in writing by Consultant during the Term, as
hereinafter defined, pursuant to the terms and conditions of this
Agreement. Consultant shall have no minimum time
commitment.
Section 1.2. Term . The term of this Agreement
shall commence on the date hereof and expire on the six month
anniversary date of this Agreement, or on the earliest date this
Agreement is terminated pursuant to Section 1.3 (the “
Term ”).
Section 1.3
Termination and/or Expiration.
This Agreement may be terminated as
follows:
|
|
(a)
|
By the Company upon thirty (30) days written notice
to Consultant, provided, that in the event the Company terminates
this Agreement for any reason, the Company shall be responsible for
all fees payable to Consultant pursuant to Section 3 and all other
sections of this Agreement; and
|
|
|
(b)
|
Consultant may terminate this Agreement at will,
upon thirty (30) days written notice to the
Company.
|
SECTION 2
DUTIES AND OBLIGATIONS OF
CONSULTANT
Section 2.1 General Duties . Consultant shall
provide general business consulting services including, but not
limited to, issues related to: assisting the Company with the
design and creation of marketing materials related to the web;
assisting the Company in development and creation of internet
functionality, evaluating and apprising the Company with internet
marketing strategies, overseeing creation and maintenance if the
Company’s website and internet structure, competition within
the segment that the Company operates, and other matters from time
to time during the Term at such times as are mutually agreeable to
the Company and Consultant (the “Services”). Consultant
shall perform such Services at their discretion.
Section 2.2
Other Activities .
Consultant may engage in any other activities related to any
industry including, but not limited to, any industry that is
competitive with the Company or any other industry during and after
the Term of this Agreement.
SECTION 3
COMPENSATION OF CONSULTANT
Section 3.1
Payment . As
consideration for the Services, the Company shall pay to
Consultant:
(a)
Two million (2,000,000) shares (the
“Shares”) of common stock. The Shares shall be issued
and deemed earned on the date hereof and shall not be refundable
regardless of the termination of this Agreement, and the Shares
shall be registered on the Company’s next registration
statement that the Shares are eligible to be registered on;
and
(b) The
Company shall reimburse Consultant, or cause it to be reimbursed,
for all reasonable out-of-pocket expenses incurred by Consultant in
the performance of the Services hereunder or in furtherance of the
business and/or interests of the Company; provided however, that
Consultant shall have previously furnished to the Company an
itemized account, reasonably satisfactory to the Company, in
substantiation of such expenditures (the
“Expenses”).
SECTION 4
INDEPENDENT CONTRACTOR; REPRESENTATION AND
WARRANTY
Section 4.1
Status as Independent Contractor
. In the performance
