Exhibit 10.11
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), dated March 1, 2004,
is made by and between Dr. Shahram Khial, Ph.D. ("Consultant"), and Crown
Partners, Inc., a Nevada corporation ("Company").
WHEREAS, Consultant has extensive background and experience in the area
of medical diagnostics consulting and medical laboratory services consulting;
WHEREAS, Consultant shall perform certain services (as hereinafter
defined) for Company on the terms and subject to the conditions set forth
herein;
WHEREAS, Company is a publicly held corporation with its common stock
shares trading on the Over the Counter Bulletin Board under the ticker symbol
"CRWP," and desires to further develop its business and future prospects through
the consulting services rendered by Consultant; and
WHEREAS, Company desires to engage Consultant to provide the Services
(defined in Section 1 below) in its area of knowledge and expertise on the terms
and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant provides
to Company, the parties agree as follows:
1. SERVICES OF CONSULTANT. Consultant agrees to perform for Company the
Services (defined below) as follows: Dr. Khial shall assist the Company in
identifying, approaching and developing potential clients and business contacts
for the Company based upon Consultant's unique and extensive background in the
health care provider field as a diagnostic services specialist. Consultant shall
assist the Company in preparing its proposed marketing and proposed servicing
businesses with an emphasis in attracting and engaging qualified customers,
vendors and business partners identified by Consultant in the medical
diagnostics field and laboratory services field, in which Consultant currently
operates his business. (the "Services").
A. REPRESENTATIONS AND WARRANTIES OF CONSULTANT TO COMPANY.
Consultant hereby represents and warrants to Company that
Consultant will not engage in activities in connection with
the offer or sale of securities of Company in a
capital-raising transaction and will not directly or
indirectly promote or maintain a market for Company's
securities.
2. CONSIDERATION. Company agrees to pay Consultant, as his fee and as
consideration for services provided, two hundred eighty thousand (280,000)
shares of common stock of the Company, which shares shall be registered on Form
S-8.
A. ISSUANCE OF SECURITIES TO NATURAL PERSONS. Consultant hereby
acknowledges, agrees and understands that the shares of common
stock of the Company issued and registered on Form S-8 in
connection with this Agreement shall be issued to the natural
person performing the Services for Company.
B. TRANSFER RESTRICTIONS. All certificates representing such
shares shall be subject to such stock transfer orders, legends
and other restrictions as Company may deem necessary or
advisable.
3. CONFIDENTIALITY. Each party agrees that during the course of this
Agreement, information that is confidential or of a proprietary nature may not
be disclosed to any other party, including, but not limited to, product and
business plans, software, technical processes and formulas, source codes,
product designs, sales, costs and other unpublished financial information,
advertising revenues, usage rates, advertising relationships, projections, and
marketing data ("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a) is, as of the
time of its disclosure, or thereafter becomes part of the public domain through
a source other than the receiving party, (b) was known to the receiving party as
of the time of its disclosure, (c) is independently developed by the receiving
party, or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. LATE PAYMENT. Company shall pay to Consultant all shares within
fifteen (15) days of the execution date of this Agreement. Failure of Company to
deliver the shares within fifteen (15) days after the applicable due date shall
be deemed a material breach of this Agreement, justifying suspension of the
performance of the Services provided by Consultant, and will be sufficient cause
for immediate termination of this Agreement by Consultant.
5. INDEMNIFICATION.
A. COMPANY. Company agrees to indemnify, defend, and shall hold
harmless Consultant and/or his agents, and to defend any
action brought against said parties with respect to any claim,
demand, cause of action, debt or liability, including
reasonable attorneys' fees to the extent that such action
arises out of the negligence or willful misconduct of Company.
B. CONSULTANT. Consultant agrees to indemnify, defend, and shall
hold harmless Company, its directors, employees and agents,
and defend any action brought against same with respect to any
claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees, to the extent that such an action
arises out of the gross negligence or willful misconduct of
Consultant.
C. NOTICE. In claiming any indemnification hereunder, the
indemnified party shall promptly provide the indemnifying
party with written notice of any claim, which the indemnified
party believes falls within the scope of the foregoing
paragraphs. The indemnified party may, at its expense, assist
in the defense if it so chooses, provided that the
indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.
6. TERMINATION AND RENEWAL.
A. TERM. This Agreement shall become effective on the date set
forth above and shall terminate twelve (12) months thereafter.
Unless otherwise agreed upon in writing by Consultant and
Company, this Agreement shall not automatically be renewed
beyond its Term.
B. TERMINATION. Either party may terminate this Agreement on
thirty (30) calendar days written notice, or if prior to such
action, the other party materially breaches any of its
representations, warranties or obligations under this
Agreement. Except as may be otherwise provided in this
Agreement, such breach by either party will result in the
other party being responsible to reimburse the non-defaulting
party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages
as may be allowed by law including all attorneys' fees and
costs of enforcing this Agreement.
C. TERMINATION AND PAYMENT. Upon any termination or expiration of
this Agreement, Company shall pay all unpaid and outstanding
fees through the effective date of termination or expiration
of this Agreement. And upon such termination, Consultant shall
provide and deliver to Company any and all outstanding
services due through the effective date of this Agreement.
7. MISCELLANEOUS.
A. INDEPENDENT CONTRACTOR. This Agreement establishes an "independent
contractor" relationship between Consultant and Company.
B. RIGHTS CUMULATIVE; WAIVERS. The rights of each of the parties under
this Agreement are cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express waiver or
variation in writing. Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any other such
right. Any defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such right. No act
or course of conduct or negotiation on the part of any party shall in any way
preclude such party from exercising any such right or constitute a suspension or
any variation of any such right.
C. BENEFIT; SUCCESSORS BOUND. This Agreement and the terms, covenants,
conditions, provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators, representatives, successors,
and permitted assigns.
D. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings, warranties,
covenants or representations, oral or written, express or implied, between them
with respect to this Agreement or the matters described in this Agreement,
except as set forth in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this Agreement.
E. ASSIGNMENT. Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either in whole or
in part, without the written consent of the other party, and any purported
assignment in violation hereof shall be void.
F. AMENDMENT. This Agreement may be amended only by an instrument in
writing executed by all the parties hereto.
G. SEVERABILITY. Each part of this Agreement is intended to be
severable. In the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the extent
necessary to render it enforceable and as so severed or modified, this Agreement
shall continue in full force and effect.
H. SECTION HEADINGS. The Section headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
I. CONSTRUCTION. Unless the context otherwise requires, when used
herein, the singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no gender shall
be deemed to include the equivalent pronoun of the other or no gender.
J. FURTHER ASSURANCES. In addition to the instruments and documents to
be made, executed and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed and delivered,
to the requesting party such other instruments and to take such other actions as
the requesting party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.
K. NOTICES. Any notice which is required or desired under this
Agreement shall be given in writing and may be sent by personal delivery or by
mail (either a. United States mail, postage prepaid, or b. Federal Express or
similar generally recognized overnight carrier), addressed to the party at its
last known address.
L. GOVERNING LAW. This Agreement shall be governed by the interpreted
in accordance with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties consents to the
exclusive jurisdiction of the federal courts of the State of California in
connection with any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions.
M. CONSENTS. The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of such party.
N. SURVIVAL OF PROVISIONS. The provisions contained in paragraphs 3, 5,
6, and 7 of this Agreement shall survive the termination of this Agreement.
O. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the date written
above. COMPANY:
CROWN PARTNERS, INC.
By : /s/ John Bonaventura
Name: John Bonaventure
Its: Interim President
CONSULTANT:
/s/ Dr. Shahram Khial
Shahram Khial, Ph.D.