EXHIBIT 99.2
CONSULTING AGREEMENT
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This Consulting Agreement, between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("Consultant") and
Integrated Healthcare Holdings, Inc. ("Client"), collectively, "Parties," shall
be enforceable only when and if (i) the Consulting Agreement, and (ii) a certain
"SEVERANCE AGREEMENT WITH MUTUAL RELEASES" both are fully executed ("Effective
Date").
ARTICLE 1. TERM OF CONTRACT
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Section 1.01. TERM. Consultant shall provide consulting services to and for the
benefit of Client ("Consulting Services"), as more particularly described below
and subject to the terms of this Consulting Agreement, starting on January 1,
2008 ("Commencement Date") and ending at midnight, June 30, 2008 ("Consulting
Termination Date") ("▇▇▇ ▇▇▇▇").
Section 1.02. TERMINATION OF EMPLOYMENT; COMMENCEMENT DATE.
1.02.01. Consultant presently is employed, pursuant to a
certain "EMPLOYMENT AGREEMENT," dated February 22, 2005 (and all enforceable
amendments, if any, thereto) ("collectively, Employment Agreement") as Client's
President ("Present Employment"). Consultant's Present Employment shall
terminate ("Termination") at midnight, December 31, 2007 ("Employee Termination
Date"). The Term shall commence immediately after the Employee Termination Date,
so there shall be no interruption in Consultant's service to Client.
1.02.02 The Employment Agreement and all other agreements
(excluding the concurrently executed "Severance Agreement," referenced in
Section 2.01, below), if any, shall automatically terminate, without further
notice or agreement, concurrently with the Termination and, further, shall be
superseded by this Consulting Agreement.
ARTICLE 2. EFFECT OF SEVERANCE AGREEMENT
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Section 2.01. SEVERANCE AGREEMENT, EXECUTION. Consultant has been presented
with a certain "SEVERANCE AGREEMENT WITH MUTUAL RELEASES" ("Severance
Agreement") which relates to the termination of Consultant's Present Employment
as Client's President. Execution and enforceability of the Severance Agreement
is a condition precedent to the validity and enforcement of this Consulting
Agreement. Therefore, this Consulting Agreement shall not become effective or
enforceable until and unless the Severance Agreement is concurrently executed
with the execution of this Consulting Agreement.
Section 2.02. SEVERANCE AGREEMENT, CANCELLATION RIGHT. Consultant has the right
to cancel the Severance Agreement with the mutual releases contained
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therein ("Cancellation Right"), within a seven (7) day period following its
execution, as more particularly provided therein. This Consulting Agreement
shall be enforceable during this seven (7) day period. However, this Consulting
Agreement shall terminate, automatically and without necessity of notice, if
Consultant timely exercises his Cancellation Right under the Severance
Agreement. As a result of any such termination of the Consulting Agreement,
Consultant's obligation to provide services to, and Client's obligation to
compensate Consultant under any provision of this Consulting Agreement, shall
immediately terminate.
ARTICLE 3. CONSULTING SERVICES
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Section 3.01. CONSULTING SERVICES, DESCRIBED.
3.01.01. Consultant shall transition all work previously
performed as President, in the manner and at the time designated by Client's
"CEO." Consultant shall give his "best effort" to transition all such work, as
smoothly as possible and minimize any disruption to the operation of the Client
and to perform whatever services are required of him by the CEO during the term
of this Consulting Agreement.
3.01.02. Consultant shall provide ongoing services in the
merger and acquisition, public and government relations areas for the Client, as
assigned by the CEO of Client. Consultant specifically shall search out new
opportunities for growth of Client and shall present such opportunities to
Client, as they appear, and, thereafter, shall work diligently to close any such
transaction approved by Client.
3.01.03. Consultant shall not represent Client, as an agent, to
negotiate directly with third parties on behalf of Client without Client's prior
written approval.
3.01.04. Consultant's services shall not include supervising,
overseeing, or being reported to by Client's employees in the normal course of
business. Consultant's services are limited to those services specifically
enumerated herein.
3.01.05. Consultant shall not provide services, consulting or
otherwise, to any healthcare or healthcare related operation, business or entity
("Healthcare Operations"), located in or doing business in Orange County, during
the Term of this Consulting Agreement without the Company's prior written
consent. "[Healthcare Operations" means any hospital, medical office building,
ambulatory surgery center, medical professional or similar medical or healthcare
related natural or legal person.
3.01.06. Client understands Consultant may provide services and
opportunities to other natural and legal persons ("Third Parties"), during the
Term of this Consulting Agreement, except as otherwise precluded by this
Consulting Agreement, including (without limitation) subsection 3.01.05, above,
without Company's prior written consent. Consultant shall not allow any such
services to any Third Parties to interfere with his obligations to provide
Consulting Services Client, to Client, especially
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as such services relate to pending Special Projects (including, most
particularly, the acquisition of Anaheim Memorial Medical Center).
3.01.07. Consultant does not guarantee his Consulting Services
will provide any certain or favorable outcome to Client.
Section 3.02. CONSULTING SERVICES, CONTROL OVER. Consultant shall provide
required Consulting Services at such time and place as Consultant shall
determine. Consultant shall report and provide the services directly to Client's
CEO or another Executive Officer, as designated by the CEO. Consultant shall
determine the method, details, and means of performing the Consulting Services.
Client shall not control the manner in, or determine the method by, which
Consultant shall render Consulting Services except and unless otherwise provided
herein.
Section 3.03. CLIENT SUPPORT; ACCESS. Client shall provide reasonable office and
office support services to Consultant on an as-needed basis, incidental to the
provision of services under this Consulting Agreement. Consultant shall have
access to Client's files and business records, during customary business hours
in its corporate and regional offices, as is necessary or incidental to the
provision of his Consulting Services.
Section 3.04. SPECIAL PROJECTS, SCOPE OF SERVICES.
3.04.01. Consultant understands that purchase/merger/
acquisition projects ("Special Projects"), such as the acquisition of Anaheim
Memorial Medical Center ("AMMC"), are time sensitive and time intensive.
Therefore, Consultant shall be available to Client as reasonably required to
complete such Special Projects, during the Term of this Consulting Agreement.
3.04.02. Notwithstanding Consultant's relationships with Third
Parties and during the Term of this Consulting Agreement, Consultant first shall
give written notice to Client , to the exclusion of all Third Parties, of any
opportunity to purchase or otherwise acquire any healthcare, or healthcare
related, asset ("Opportunity") identified by or known to Consultant.
"[Healthcare or healthcare related asset" ("Healthcare Asset") means a hospital,
medical office building, ambulatory surgery center, or any other similar asset.
Section 3.05. CONSENT TO PARTICIPATE IN BID FOR AND ACQUISITION OF ▇▇▇▇▇▇▇▇
HOSPITAL.
3.05.01 Notwithstanding Consultant's execution of this
Consulting Agreement and the Severance Agreement, Consultant's has the ongoing
duties and obligations as Client's President Client until midnight of December
31, 2007. Notwithstanding his ongoing employment, during such time, Client
consents to, and waives all objections to, Consultant's participation in the
negotiations for, bid for and acquisition of ▇▇▇▇▇▇▇ Hospital, in Culver City,
California, subject to subsection
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3.05.02, below.
3.05.02. Client's consent is subject to, and shall immediately
be effective upon, Consultant's execution of this Consulting Agreement and the
Severance Agreement notwithstanding Consultant's ongoing duties and obligations
as Client's President, provided Consultant's duties and obligations as President
are not otherwise significantly and adversely affected.
ARTICLE 4. COMPENSATION; PAYMENTS
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Section 4.01. BASIC COMPENSATION. Client shall pay Consultant One Hundred Eighty
Thousand Dollars ($180,000.00), as follows:
4.01.01. One (1) payment of $60,000, payable within one (1)
business day after Employee's right to revoke his acceptance of, and terminate,
the concurrently executed Severance Agreement has expired (REF Section 3.01 ET
SEQ, of the Severance Agreement) and payable concurrently with the lump sum
payment under subsection 2.01.02 of the Severance Agreement; and
4.01.02. Four (4) equal monthly payments of $30,000 each,
commencing April 1, 2008. Each of the remaining four (4) payments shall be due
on the first business day of each succeeding month, with the last payment being
due on July 1, 2008.
Section 4.02. ADDITIONAL COMPENSATION FOR CONSUMMATED SPECIAL PROJECTS. Client
shall cause additional compensation to be paid to Consultant, as more
particularly described below, if Consultant (irrespective of the capacity in
which Consultant acts) provides an Opportunity and/or services, to and for the
benefit of Client, in connection with (i) a purchase, merger or acquisition
(collectively and separately referred to as "Acquisition") of a Healthcare Asset
and, thereafter, (ii) Client completes Acquisition.
4.02.01. If Client completes the purchase of AMMC, Client shall
cause Consultant to be paid one half of one percent (0.5%) of the total value of
the purchase, minus $30,000. "[T]otal value" means the total gross purchase
price, as agreed upon between the parties, without reduction for any offsets,
such as accrued liabilities, prepaid expenses, inventory credits, etc. The
decision to complete the purchase of AMMC shall be in the sole and absolute
discretion of Client. Consultant have no right to a fee unless and until Client
successfully closes the AMMC transaction.
4.02.02. Any compensation earned by Consultant, under this
Section 4.02, shall be due and payable upon completion of the Acquisition, but
no later than any "close of escrow."
Section 4.03. EXPENSES, REIMBURSEMENT. Client shall reimburse Consultant, for
costs incurred and paid by Consultant for customary and reasonable out-of-pocket
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expenses, arising from or related to his Consulting Services (e.g., necessary
travel and lodging, transportation, overnight/special delivery, special printing
or handling of documents and other reasonable expenses), within 30 days after
receipt of appropriate documentation. incidental to the performance of services
for Client. Reimbursable expense shall not exceed a total of Five Thousand
Dollars ($5,000) without Client's prior written consent.
Section 4.04. INDEPENDENT CONTRACTOR; TAXES.
4.04.01. It is the express intention of the parties that
Consultant is an independent contractor and not an employee, agent, joint
venturer or partner of Client. Nothing in this Consulting Agreement shall be
interpreted or construed as creating or establishing the relationship of
employer and employee between Client and Consultant or any employee or agent of
Consultant. Client is aware that Consultant shall retain the right to perform
services for others during the term of this Consulting Agreement.
4.04.02. Both parties acknowledge that Consultant is not an
employee for state or federal tax purposes. Consultant shall be responsible for
all taxes, relating to or arising from Client's payment of compensation to
Consultant.
ARTICLE 5. OBLIGATIONS OF CONSULTANT
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Section 5.01. ASSIGNMENT, DELEGATION; RESTRICTIONS.
5.01.01. Neither this Consulting Agreement, nor any rights,
duties or obligations under this Consulting Agreement, shall be delegated or
assigned by either Client or Consultant to any third party without the prior
written consent of both parties. Client's assignment of this Consulting
Agreement to a legal person in which Client has a controlling interest shall not
be deemed a prohibited assignment under this section 10.
5.01.02. Consultant shall have the right, in Consultant's sole
discretion and except as provided in this subsection, to elect to treat a
prohibited assignment by Client as a termination of his employment "without
cause" by Client as provided for in Section 7.3. Consultant shall be deemed to
have conclusively waived such right, however, if (i) Consultant does not give
ten (10) days written notice to Client of his intent to declare a termination of
his employment, and (ii) Consultant's ten (10) days notice to Client is not sent
within thirty (30) days from Consultant's receipt of written notification by the
Client that the Consulting Agreement has been assigned to a third party.
Consultant shall not have the right to terminate his employment, under this
subsection, if Client successfully revokes or is able to rescind the assignment
within the ten (10) days following receipt of Consultant's written notice of his
intent to terminate his employment.
5.01.03. Client shall have the right, in Client's sole
discretion and except as provided in this subsection, to elect to treat a
prohibited assignment by Consultant as a termination of Consultant's employment
"without cause" by Consultant as provided for in
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Section 7.4. Client shall be deemed to have conclusively waived such right,
however, if (i) Client does not give ten (10) days written notice to Consultant
of Client's intent to declare a termination of Consultant's employment, and (ii)
Client's's ten (10) days notice to Consultant is not sent within thirty (30)
days from Client's receipt of written notification by Consultant that the
Consulting Agreement has been assigned to a third party. Client shall not have
the right to terminate his employment, under this subsection, if Consultant
successfully revokes or is able to rescind the assignment within the ten (10)
days following receipt of Client's written notice of Client's intent to
terminate Consultant's employment.
5.01.04. Consultant may use the services of qualified
subcontractors to assist in his performance of his obligations under this
Consulting Agreement, under Consultants' supervision, as necessary in the
performance of duties under this Consulting Agreement, subject to Client's prior
written approval and the terms of this Consulting Agreement. Client shall not be
obligated to pay for any services rendered by any such subcontractors unless
Client's CEO specifically has otherwise agreed, in writing.
Section 5.02. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
5.02.01. During and after the Term of this Consulting
Agreement, Consultant shall not (i) voluntarily, directly or indirectly
communicate, in any manner to any legal or natural person (except as required by
applicable law or in connection with the performance of his duties and
responsibilities as a former employee of, and Consultant to, Client); (ii) use
or otherwise appropriate for Consultant's own or any third party's benefit any
Confidential Information. Confidential Information shall include (without
limitation) information made available to, obtained by or developed by
Consultant during the course of his employment relating or pertaining to the
Client's trade secrets, financial information, technical information and /or
business plans and strategies. Consultant shall use his best efforts, and
cooperate with the Client, to maintain the secrecy of and limit the use of such
Confidential Information.
5.02.02. All documents, memoranda, reports, notebooks,
correspondence, files, lists and other records, and the like, designs, drawings,
specifications, computer software and computer equipment, computer printouts,
computer disks, and all photocopies or other reproductions thereof, affecting or
relating to the Business of the Client, which Consultant shall prepare, use,
construct, observe, possess or control ("Client Materials"), shall be and remain
the sole property of the Client. Consultant shall deliver promptly to the Client
all such Client Materials and other Client Property (e.g. tangible property,
credit cards, entry cards, pagers, identification badges, cellular phones, and
keys) upon termination of his employment.
Section 5.03. FUTURE COOPERATION.
5.03.01 Consultant agrees to cooperate, during and after the
Term of this Consulting Agreement, with the Client and use his best efforts to
respond to all
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reasonable requests by the Client for assistance and advice relating to matters
and procedures in which Consultant was involved or which Consultant managed or
was responsible for while employed by the Client, as its President, and while a
Consultant under this Consulting Agreement.
5.03.02 Consultant also represents and agrees to cooperate in
the Client's defense or prosecution of any claim or other action which arises,
whether civil, criminal, administrative or investigative, in which Consultant's
participation is required in the best judgment of the Client by reason of his
former employment with the Client. Upon the Client's request, Consultant will
use his best efforts to attend hearings and trials, to assist in effectuating
settlements, and to assist in the procuring of witnesses, producing evidence,
and in the defense or prosecution of said claims or other actions.
ARTICLE 6. OBLIGATIONS OF CLIENT.
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Section 6.01. COOPERATION OF CLIENT. Client shall comply with all reasonable
requests of Consultant necessary to the performance of Consultant's duties under
this Consulting Agreement.
ARTICLE 7. TERMINATION.
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Section 7.01. TERMINATION BY CLIENT "FOR CAUSE". Client, at its option, may
terminate Consultant's services "for cause" by giving written notification to
Consultant. "[F]or cause" means For purposes of this Section 7.01, "for cause"
shall mean (i) Consultant's commission of a felony; (ii) Consultant's commission
of a crime or other illegal act involving moral turpitude; (iii) any willful and
dishonest act committed by Consultant; (iv) Consultant's material breach of his
duties or obligations under this Consulting Agreement; (v) Consultant's death or
disability. A "material breach" of this Consulting Agreement includes, without
limitation, an unreasonable refusal to perform properly requested services or
failure to timely provide services. Client's sole obligation shall be to pay
Consultant only for the services rendered up to the day of Consultant's
termination, i.e., Consultant's receipt of notice of termination "for cause."
Section 7.02. TERMINATION BY CONSULTANT "FOR CAUSE".
7.02.01. Consultant, at his option, may terminate his
obligation to provide services under this Consulting Agreement, "for cause," by
giving written notification to Client. For purposes of this Section 7.02, "for
cause" shall mean any material breach of this Consulting Agreement. A "material
breach" of this Consulting Agreement includes, without limitation, Client's
failure to pay Consultant all or any part of the compensation, when due and
payable under Article 4 of this Consulting Agreement if payment is not received
by Consultant within thirty (30) days after Consultant gives Client written
notice of the delinquency.
7.02.02. If Consultant justifiably terminates his obligation to
provide services under this Consulting Agreement "for cause" under this Section
7.02, Client shall make a lump sum payment to Consultant in an amount equivalent
to the total sum which
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otherwise would have been for the remainder of the term of the Consulting
Agreement ("Termination Payment"). "[R]emainder of the term" means the amount of
time remaining from the date on which the payment is due (subsection 7.02.03,
below) to the end of the Term.
7.02.03. Client's obligations under this Section 7.02 are
conditioned on, and shall not commence until ten (10) business days after,
Consultant's delivery of a written notice of termination "for cause" and the
reason(s) therefore ("Payment Date"). Client also shall pay and deliver to
Consultant all compensation, accrued up to the Payment Date.
Section 7.03. TERMINATION BY CLIENT "WITHOUT CAUSE".
7.03.01. Notwithstanding any other provision in this Consulting
Agreement, Client may terminate Consultant's services without cause by giving
written notice to Consultant.
7.03.02. If Client terminates Consultant's obligation to
provide services under this Consulting Agreement "without cause" under this
Section 7.03, Client shall pay the Termination Payment, and all compensation
accrued up to the Payment Date, to Consultant concurrently with Client's
delivery of notice of termination "without cause."
Section 7.05 NON-DISPARAGEMENT. Consultant agrees that he will not make
derogatory nor disparaging statements about Client or any of its other affiliate
companies and their employees, officers and directors (collectively, "Client"),
during or after the Term of this Consulting Agreement. Consultant also shall not
induce or incite claims of discrimination, wrongful discharge, sexual or other
forms of harassment, breach of contract, tortious acts, or any other claims of
any type whatsoever against Client by any other person or employee, relating to
such individual's employment or business dealings with Client. during or after
the Term of this Consulting Agreement.
ARTICLE 9. GENERAL PROVISIONS
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Section 9.01. NOTICES. Any notices required or permitted to be sent under this
Consulting Agreement may be personally delivered, sent by overnight mail or
overnight delivery service (e.g. Federal Express) or mailed by registered or
certified mail, return receipt requested. Receipt of any notice shall be
conclusively be deemed complete, according to the following: (i) personal
delivery shall be deemed received the same day; (ii) overnight mail or overnight
delivery service shall be deemed complete the next day, Sundays and holidays
excepted; (iii) certified or registered mail shall be deemed complete upon
recipient's execution of the receipt. Notices shall be sent to the following
addresses until and unless changed by a Parties written notice to the other
Party:
IF TO CLIENT: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Counsel
Integrated Healthcare Holdings, Inc
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
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IF TO CONSULTANT: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇
Section 9.02. ENTIRE AGREEMENT OF THE PARTIES. This Consulting Agreement
is the full and complete agreement and, with the concurrently executed Severance
Agreement, contain the entire and complete understanding of all agreements
between Client and Consultant. There are no other agreements of any kind. This
Consulting Agreement supersedes all prior agreements, including the prior
EMPLOYMENT AGREEMENT between the Parties, dated February 22, 2005 and all
amendments (if any) thereto. This Consulting Agreement can only be modified by a
writing signed by both Parties.
Section 9.03. ATTORNEYS' FEES. In the event of a dispute arising from or
relating to this Consulting Agreement, each party shall pay their own legal fees
and costs.
Section 9.04. SEVERABLE PROVISIONS. The provisions of this Consulting Agreement
are severable. If any provision shall be determined to be unenforceable, in
whole or in part, the remaining provisions shall nevertheless be binding and
enforceable.
Section 9.05 ARBITRATION.
9.05.01. Any controversy between Client and Consultant
involving the construction or application of any of the terms, provisions or
conditions of this Consulting Agreement shall be submitted to binding
arbitration if one Party sends a written demand for binding arbitration to the
other Party . Client and Consultant shall both be deemed to have waived the
right to litigate the claim in any federal or state court if either party
tenders a written request for arbitration of any such claim(s).
9.05.02. Prior to commencement of, and as a condition of, any
arbitration, however, the Parties agree to first attempt to resolve any dispute
before a neutral mediator in a non-binding mediation. The mediation shall take
place within thirty (30) days of written notice by either party of any such
dispute. The mediator shall be a California licensed attorney with at least
fifteen years experience in and an emphasis in California and Federal Employment
Law, or a retired or former judge of the Superior Court of the State of
California or of the Court of Appeals of the State of California ("Mediator").
The Mediator shall be selected by the same process used for the selection of an
Arbitrator, as described in subsection 11.4, below. The parties agree that
mediation shall not exceed one (1) day in duration.
9.05.03. Arbitration shall comply with and be governed by the
provisions of the California Arbitration Act, unless otherwise precluded by
California or Federal law. The Federal Arbitration Act shall apply only if
enforcement of a particular provision of the California Arbitration Act would
undermine the goals and policies of the Federal Arbitration Act.
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9.05.04. Any demand to arbitrate shall be deemed to have been
made on the date actually received by the party upon whom it is served and, for
purposes of the statute of limitations, shall have the same effect as if suit
had been filed on the date the demand is made. Any demand to arbitrate any claim
arising from or in connection with this Consulting Agreement must be received
within six (6) months after the claim first arose, notwithstanding any other
statute of limitations providing for a longer period of time, unless otherwise
forbidden in law.
9.05.02. The arbitration shall occur in Orange County,
California, before a neutral, single retired or former judge of the Superior
Court of the State of California or of the Court of Appeals of the State of
California ("Arbitrator"). The parties shall agree upon an Arbitrator within ten
(10) days after the demand is made. If the parties cannot agree on an
arbitrator, then any of them may apply to the Orange County Superior Court for
an Order appointing an Arbitrator who meets the requirements of this subsection
13.3.
9.05.02. The Arbitrator shall have exclusive jurisdiction over
all legal and equitable claims, issues and remedies, so all types of relief
available in a judicial proceeding shall be available to the Parties in the
Arbitration. The Parties may use the Orange County Superior Court or, only if
required, the Federal Court in Orange County to enforce the Arbitrators rulings
and awards. Discovery, including depositions for the purpose of discovery, shall
be broadly permitted, and the provisions of the California Code of Civil
Procedure ss. 1283.05 shall apply.
9.06. CAPTIONS. The captions of the paragraphs of this Consulting Agreement are
solely for the convenience of the undersigned, are not a part of this Consulting
Agreement, and shall not be used for the interpretation of any provision of this
Consulting Agreement.
9.07. CONTINUING OBLIGATIONS. The rights and obligations of Consultant and
Client set forth in this Section on Arbitration shall survive the expiration of
the Term of this Consulting Agreement, except to the extent any the survival of
certain terms would be inconsistent with the expiration of the Term.
9.08. NON-WAIVER. The failure of either party to insist on strict compliance
with any of the terms and conditions of this Consulting Agreement by the other
party shall not be deemed a waiver of that term or condition. The waiver or
relinquishment of any right or power at any one time or times be deemed a waiver
or relinquishment of that right or power for all or any other times.
9.09. APPLICABLE LAW; VENUE. This Consulting Agreement is entered into and is to
be performed in Orange County, California. The Consulting Agreement shall be
governed by the laws of the State of California. Notwithstanding Consultant's
out of state residence, the Parties agree venue shall conclusively be deemed to
lie in Orange County, California in the event of any arbitration or litigation.
This is a material provision without which Client would not have executed this
Consulting Agreement.
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9.10. PHOTOCOPIES AND COUNTERPARTS. This Consulting Agreement may be executed in
counterparts, each of which shall be deemed an original and together shall
constitute one complete instrument. Photocopies and facsimiles of such signed
counterparts may be used in lieu of the originals for any purpose.
9.11. AUTHORITY. Any person or entity purporting to have the authority to enter
into this Consulting Agreement on behalf of or for the benefit of any other
person or entity hereby warrants that it has such authority.
9.12. INTERPRETATION OF CONSULTING AGREEMENT. In determining the meaning of, or
resolving any ambiguity with respect to, any word, phrase or provision of this
Consulting Agreement, this Consulting Agreement shall be construed with the
understanding both Parties were responsible for, and participated in, its
preparation. Section 1654 of the Civil Code shall not apply.
9.13. DISCLAIMER. Consultant understands the Law Firm of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Inc., is the attorney for Client ONLY. Consultant represents he has not executed
this Consulting Agreement in reliance on or with the belief that any employee or
person associated or believed to be associated with the Law Firm of ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, Inc., is acting (whether as an attorney or otherwise) on Consultant's
behalf in executing this document.
9.14. SEPARATE COUNSEL ENCOURAGED. Consultant represents he is an experienced
attorney and active member of the California State Bar. Consultant also
acknowledges he has been advised to review this Consulting Agreement with his
own attorney before executing this Consulting Agreement.
EACH OF THE UNDERSIGNED PARTIES HAS CAREFULLY READ, UNDERSTANDS AND AGREES TO
EVERY PROVISION CONTAINED IN THIS CONSULTING AGREEMENT.
Integrated Healthcare Holdings, Inc., A Nevada
Corporation, as "Client"
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Executed on December 31, 2007
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▇▇▇▇▇ ▇▇▇▇▇, CEO
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Executed on December 31, 2007
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, "Employee"
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