CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is
made this ___ day of April, 2009 by and between. Cancer
Therapeutics, Inc. ("Company"), a Delaware
corporation, and MMAAK Holdings, LLC
("Consultant").
WHEREAS, the Company has retained the Consultant
to perform certain consulting services for the Company;
WHEREAS, the Company and the Consultant desire
to set forth the terms and conditions upon which the Consultant has
been and shall be retained by, and provide services to, the
Company; and
NOW, THEREFORE, in consideration of the mutual
covenants and promises herein made, the parties agree as
follows:
I.
Definitions . For the purposes of this Agreement, the
following terms shall have the meanings set forth below:
|
|
|
"Affiliate" shall mean, with respect
to a Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such
first Person. For purposes of this Agreement, the term "control"
shall mean the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by
contract or otherwise.
|
|
|
|
"Person" shall mean an individual,
partnership, corporation, limited liability partnership or company,
trust, joint venture or other entity.
|
II.
Consulting Services .
|
|
|
For the period of April 15, 2009
through April 14, 2010 the Consultant shall, provide consulting
services at the direction of the Company, including, but not
limited to, those services set forth on Schedule C.
|
|
|
|
Consultant has introduced the Nano
Therapies, Inc. acquisition transaction and will introduce several
other acquisitions and partners to the Company during the term of
this Agreement. Consultant will work with other
consultants to add the Company’s board of directors and
management team.
|
|
|
|
The Consultant shall promote the
Company's interests in accordance with the highest professional
standards and perform services in compliance with all applicable
federal, state and local laws.
|
|
|
|
The Consultant may enlist the
services of subcontractors to assist the Consultant with various
consulting services.
|
|
|
|
The Consultant is not, and shall not
be deemed in any way, to be Company's agent, and Company shall not
be bound by or liable for any representations made by the
Consultant. The Consultant specifically acknowledges that he shall
have no authority to bind Company or its Affiliates to any
obligation, agreement or otherwise.
|
|
|
|
The Consultant may engage in other
outside business activities that do not prevent the Consultant from
rendering the services required of him hereunder.
|
|
|
|
Subject to the terms and conditions
of this Agreement, the Company shall be obligated to pay to the
Consultant, and the Consultant shall accept from the Company in
full payment and complete satisfaction of any and all amounts due
under this Agreement,
|
|
|
|
The Company shall pay Consultant
20,000,000 shares of common stock of the Company.
|
|
|
|
The death, disability or termination
of the Consultant by the Company, with or without cause, prior to
the expiration of the term of this Agreement shall not result in or
give rise to any claim or right of repayment of any Compensation
paid to the Consultant under this Agreement.
|
IV.
Term and Termination .
Term - The term of this Agreement
commenced on April 15, 2009 and shall remain in effect through
April 14, 2010.
Termination – The Company may
terminate this Agreement at any time during the term by sending
thirty (30) days written notice of termination to the
Consultant.
V.
Independent Contractor.
|
|
|
The Consultant is and shall be an
independent contractor and is not and shall not be deemed or
construed to be an employee of the Company by virtue of this
Agreement. Neither the Consultant nor the Company shall hold the
Consultant out as an agent, partner, officer, director, or other
employee of the Company in connection with this Agreement or the
performance of any of the duties, obligations or performances
contemplated hereby and the Consultant further specifically
disclaims any and all rights to any equity interest in or a
partnership with the Company by virtue of this Agreement or any of
the transactions contemplated hereby.
|
|
|
|
The Consultant's Acknowledgments -
The Consultant specifically acknowledges and agrees that he
shall
|
|
|
|
have no authority to execute any
contracts or agreements on behalf of the Company or its
Affiliates;
|
|
|
|
shall have no authority to bind the
Company or its Affiliates to any obligation (contractual or
otherwise); and
|
|
|
|
shall have no authority to spend
money on behalf of the Company without the Company's
consent.
|
The Company shall indemnify, defend
and hold harmless the Consultant from and against all claims,
losses, costs, damages and expenses, including, without limitation,
attorneys' fees and costs, incurred by the Consultant resulting
from or arising in connection with any intentional or willful
misconduct by the Company or any misrepresentation or concealment
of a material fact supplied in written materials provided by
Company to the Consultant for use in performing the Consultant's
duties hereunder. This section shall survive termination of this
Agreement regardless of the reason for such termination.
|
|
|
Entire Agreement - This Agreement
and any additional agreements executed concurrently therewith
represent the entire understanding and agreement between the
parties with respect to the subject matter hereof, and supersede
all other negotiations, understandings and representations (if any)
made by and between such parties.
|
|
|
|
Binding Effect - All of the terms
and provisions of this Agreement shall be binding upon, inure to
the benefit of, and be enforceable by the parties and their
respective administrators, executors, personal representatives,
estates, other legal representatives, heirs and permitted assigns,
whether so expressed or not.
|
|
|
|
Severability - If any provision of
this Agreement or any other agreement entered into pursuant thereto
is contrary to, prohibited by or deemed invalid under applicable
law or regulation, such provision shall be inapplicable and deemed
omitted to the extent so contrary, prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be
given full force and effect so far as possible. If any provision of
this Agreement may be construed in two or more ways, one of which
would render the provision invalid or otherwise voidable or
unenforceable and another of which would render the provision valid
and enforceable, such provision shall have the meaning which
renders it valid and enforceable. Without limiting the generality
of the foregoing, in the event the duration, scope or geographic
area contemplated by this Agreement are determined
|
|
|
to be unenforceable by a court of
competent jurisdiction, the parties agree that such duration, scope
or geographic area shall be deemed to be reduced to the greatest
scope, duration or geographic area which will be
enforceable.
|
|
|
|
Notices - All notices, requests,
consents and other communications required or permitted under this
Agreement shall be in writing (including electronic transmission)
and shall be (as elected by the person giving such notice) hand
delivered by messenger or courier service, electronically
transmitted, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested,
addressed to such address as any party may designate by notice
complying with the terms of this Section. Each such notice shall be
deemed delivered (a) on the date delivered if by personal delivery;
(b) on the date of transmission with confirmed answer back if by
electronic transmission; and (c) on the date upon which the return
receipt is signed or delivery is refused or the notice is
designated by the postal authorities as not deliverable, as the
case may be, if mailed.
|
|
|
|
Waiver - The failure or delay of
either party at any time to require performance by the other party
of any provision of this Agreement, even if known, shall not affect
the right of such party to require performance or observance of
that provision or to exercise any right, power or remedy hereunder.
Any waiver by either party of any breach of any provision of this
Agreement shall not be construed as a waiver of any continuing or
succeeding breach of such provision by such party, a waiver of the
provisions itself, or a waiver of any right, power or remedy under
this Agreement. No notice to or demand on any party in any
circumstance shall, of itself, entitle such party to any other or
further notice or demand in similar or other
circumstances.
|
|
|
|
Enforcement Costs - If any civil
action, arbitration or other legal proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any
provision of this Agreement, the successful or prevailing party or
parties shall be entitled to recover reasonable attorneys' fees,
sales and use taxes, court costs and all expenses even if not
taxab
|
|
