BUSINESS CONTRACTOR AGREEMENT
This Business Contract Agreement ( hereinafter referred to as the “Agreement”) is
entered into and effective as of _________________, by and between MANALO
HOLDINGS, LLC (hereinafter referred to as the “Company”), and DR. ANNABELLE
MANALO-MORGAN (hereinafter referred to as “Dr. Annabelle”) collectively referred to
as “Parties”.
WHEREAS the Company engages the services of Dr. Annabelle in structuring of the
scientific clinical trials, recruitment of scientific board, recruitment of medical staff,
creation of proprietary protocols, identification of drug regimens, and clinical trial
implementation and as an employee of the Company.
1. Services
Dr. Annabelle agrees to herein provide non-exclusive consulting services as an
employee of the Company as a Scientific Advisor, including but not limited to: –
i. Developing and identifying novel medical applications of natural compounds for
the Company for the treatment of various ailments, and
ii. Overseeing the medical team through development of protocols for personalized
patient care, and
iii. Supporting the public relations efforts of the Company
2. Term.
This agreement shall be binding upon the parties and shall commence as of the date of
signing this Agreement and continue until this Agreement is terminated as provided
herein.
3. Compensation.
Parties herein agree that for the services rendered herein by Dr. Annabelle, shall be
compensated via company shares
4. Indemnity
Each party herein agrees to indemnify and hold harmless the other party from and
against any loss or liability in any way arising out of any breach by such party or of any
liability by reason of any acts of such party in violation of the terms hereof, or which are
not authorized hereby.
5. Likeness
The parties herein agree that the Company has the right (but not the obligation) to use,
publish and broadcast, the name, approved likeness and approved biographical
material of Dr. Annabelle solely in connection with her role as a member of the company
and not for the purposes of any direct endorsement of the Company, any product, or
any other use whatsoever without Dr. Annabelle’s written consent.
This right shall terminate upon the termination of this Agreement. An “approved
likeness” and “approved biographical material” shall be, respectively, any photograph or
other depiction of Dr. Annabelle, or any biographical information or life story concerning
the Dr. Annabelle as agreed between the parties
6. License.
The Company shall own and have the right and license to use, copy, modify and
prepare derivative works of any of Dr. Annabelle’s Work Product (defined herein)
generated by the services to be performed Dr. Annabelle pursuant hereto as well as all
pre-existing work product provided to the Company during the course of the
engagement.
7. Work Product.
Work Product shall mean all intellectual property including trade secrets, copyrights,
patentable inventions or any other rights in any programming, documentation,
technology or other work product created directly in connection with the Services to be
performed by Dr. Annabelle pursuant hereto and shall not include any intellectual
property or invention created by or on conjunction with Dr. Annabelle prior to the date
hereof or in any capacity or time if such intellectual property or invention is created is
not directly in connection to the Services. For the avoidance of doubt, the Company
shall have no right title or interest in the brand, mark or product known as “Masaya”,
“Masaya 3000” or in any product created or produced by Dr. Annabelle or any affiliated
entity of Dr. Annabelle outside the scope of the Services.
8. Governing Law
This agreement is executed at San Bernardino, California, and intended to be
performed in the State of California, and the laws of said State shall govern its
interpretation and effect.
9. Dispute/Conflict Resolution.
In the event of any dispute or disagreement between any of the Parties affecting the
Parties respective rights or the interpretation of this Agreement, the disputing Party shall
set forth their respective positions and disagreements in writing and give notice of the
same to each other, and make a good faith effort to resolve the dispute or
disagreement.
If the dispute is not settled at the expiration of fifteen (15) days from the time such
notice is received, then the entire matter shall be submitted to binding arbitration. The
arbitration shall be conducted under the rules set forth in the Code of Civil Procedure of
the State of California, except to the extent that the parties at that time may agree upon
other rules.
The arbitrator shall be bound to the strict interpretation and observance of the terms of
this Agreement.
The successful party to the arbitration shall be awarded all costs and attorney’s fees
attributable to the arbitration and the dispute or controversy to which it relates.
10. Severability
In the event that any provisions of this agreement shall be determined to be invalid or
unenforceable, prohibited by the laws of the State or place where it is performed, this
agreement shall be considered divisible as to such provisions, and such provisions shall
be inoperative and shall not be a part of the consideration moving from any part to the
other, and the remaining provisions of this agreement shall be valid and binding and of
like effect as though such invalid, unenforceable, or prohibited provisions were not
included herein.
11. Entire Agreement
This instrument contains the entire agreement of the parties relating to the rights
granted and obligations assumed by this agreement.
12. Modifications/amendments.
Any oral representations or modifications concerning this instrument shall be of no force
or effect unless contained in a subsequent writing signed by the party to be charged
therewith.
This agreement may be amended at any time and from time to time, but any
amendment must be in writing and signed by each party.
13. Notices
Any notices required or permitted to be given hereunder to any Party shall be deemed
given when mailed postage prepaid via registered or certified United States mail,
addressed to the Party at the address of such Party shown adjacent to its signature to
this Agreement, or at such other address as may be specified by the Party by notice
duly given to all other Party.
14. Captions
All sections, titles or captions contained in this Agreement are for convenience only and
shall not be deemed a part of this Agreement.
15. Binding on Successors
Subject to the restrictions against transfer as herein contained, this Agreement shall
inure to the benefit of and shall be binding upon the assigns and successors in interest
of each of the parties hereto.
16. Waiver
No waiver of any provision of this Agreement shall be deemed to be or constitute a
continuing waiver of any other provision unless otherwise expressly provided in writing.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement
under seal as of the day and year first above written.
Manalo Holdings, LLC
By:
Its:
Date:
Signature:
Dr. Annabelle Manalo-Morgan
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