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INFLUENCE HEALTHCARE CONSULTING SERVICES AGREEMENT
THIS INFLUENCE HEALTHCARE CONSULTING SERVICES AGREEMENT (this
“Agreement”) is made between Influence Healthcare, LLC, (the “Company”), and the individual
or entity registering for Osler on the Osler Currency website at www.oslercurrency.com (the
“Consultant”), as of the date Consultant clicks the AGREE AND CONTINUE button on the
website after reviewing this Agreement.
RECITALS
A. The Company is engaged in the business of among other things, building a
grassroots movement of physicians and other healthcare participants to improve medicine.
B. The Company desires to engage Consultant to provide consulting services to the
Company consisting of referring physicians and other healthcare participants to support the
grassroots movement by registering for Osler, a new digital currency.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:
1. Term and Termination. The term of this Agreement (the “Term”) shall commence
on the date set forth above and shall continue for a period ending on the earlier of one (1) year
from such date or the allocation of 30% of authorized Osler, unless earlier terminated (i) by
mutual agreement of the parties; or (ii) by either party in the event of a material breach of this
Agreement by the other party which is not cured within thirty (30) days following written notice
of such breach from the non-breaching party to the breaching party; or (iii) without cause by
either party following ninety (90) days written notice to the other party; or (iv) immediately by
either party upon written notice to the other party, if the first party determines in good faith that
termination is necessary or advisable for regulatory compliance reasons. Upon the effective date
of termination, the Company shall have no further obligation to Consultant hereunder except to
pay Consultant the compensation he may be entitled to receive under Section 3 hereof and to
meet its obligations set forth in Section 5, 6 and 8 hereof. Upon the effective date of termination,
the Consultant shall have no further obligation to the Company hereunder except to meet his
obligations under Sections 5, 7 and 8 hereof,
2. Duties. During the Term, Consultant shall learn about the grassroots movement,
the Osler Digital Currency and refer colleagues and other healthcare participants to register with
Osler.
3. Compensation. For the services described in Section 2 rendered by Consultant during the Term, the Company shall pay Consultant the Osler equivalent of $750 per physician registration that occurs with the Consultant’s unique referral code (“Compensation”). Compensation for referrals of other healthcare participants will be determined in an addendum to this Agreement. The Osler equivalent will be calculated based on the prevailing exchange rate of Osler at the time of the referral. Payments to the Consultant shall be due upon successful registration and verification of the validity and eligibility of the referral by Influence Healthcare, at its sole discretion. Company’s obligation to pay Compensation to Consultant hereunder for services provided during the Term shall survive the expiration or termination of this Agreement.
4. Expenses. The Company shall not reimburse Consultant for any expenses.
5. Relationship of the Parties. It is understood that nothing in this Agreement shall
be construed to create the relationship of employer and employee between Company and
Consultant, Consultant will be deemed at all times to be an independent contractor, and
accordingly Company will not make any deductions required by law to be made from
compensation paid by an employer to an employee. As an independent contractor, Consultant
will be required to perform his duties only in accordance with the provisions of this Agreement.
Neither this Agreement nor the consulting services performed hereunder shall be construed to
create the relationship of principal and agent, partners or joint venturers between Company and
Consultant and neither party shall have the right to make any commitment for, or create any
obligations on behalf of, the other party or represent its relationship with the other party as
anything other than that described above. Consultant shall be responsible for payment of all
taxes, including federal, state and local taxes, arising out of Consultant’s activities in accordance
with this Agreement, including, by way of illustration but not limitation, federal and state income
tax, social security tax, unemployment insurance taxes and any other taxes or business license
fees as required. Consultant may incur no expenditures for the Company without the Company’s
prior written permission.
6. Indemnification by the Company. Subject to all of the conditions set forth in this
Section 6, the Company shall defend, indemnify and hold harmless Consultant from and against
any and all causes of action, claims, suits, proceedings, damages and judgments by third parties,
including reasonable attorneys’ fees (collectively, “Claims”), arising by or through Consultant’s
activities hereunder, except for Claims arising due to any gross negligence, willful misconduct or
intentional act or omission by Consultant. In the event that any Claim is asserted against
Consultant, Consultant shall provide written notice to the Company within ten (10) days after
learning of such Claim. The Company will have the right to select counsel, and conduct and
control at its expense the defense against such Claim in its own name, or if necessary in
Consultant’s name and the Company’s defense counsel may act on Consultant’s behalf
regardless of whether such Claim has also been asserted against the Company. Consultant will
cooperate with and make available to the Company such assistance and information as may be
reasonably requested by the Company, and Consultant will have the right to participate in the
defense, including representation by independent counsel, at Consultant’s expense, provided that
under such circumstances, Consultant will have the right to compromise and settle the Claim
only with the prior written consent of the Company.
7. Indemnification by Consultant. Consultant shall indemnify, defend and hold
harmless the Company against all Claims arising from or related to any gross negligence, willful
misconduct or intentional act or omission by Consultant. In the event that any such Claim is
asserted against Company, Company shall provide written notice to the Consultant within ten
(10) days after learning of such Claim. The Consultant will have the right to select counsel, and
conduct and control at his expense the defense against such Claim in his own name, or if
necessary in Company’s name and the Consultant’s defense counsel may act on Company’s
behalf regardless of whether such Claim has also been asserted against the Consultant. Company
will cooperate with and make available to the Consultant such assistance and information as may
be reasonably requested by the Consultant, and Company will have the right to participate in the
defense, including representation by independent counsel, at Company’s expense, provided that
under such circumstances, Company will have the right to compromise and settle the Claim only
with the prior written consent of the Consultant.
8. Limitation of Liability. UNLESS CAUSED BY INTENTIONAL ACTS, GROSS
NEGLIGENCE OR WILLFUL AND WANTON MISCONDUCT, IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST
PROFITS, LOST GOODWILL, OR LOST BUSINESS, REGARDLESS OF THE FORM OF
ACTION (INCLUDING FOR TORT OR CONTRACT ACTIONS) AND EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHERMORE, THE COMPANY’S AGGREGATE LIABILITY TO CONSULTANT
UNDER THIS AGREEMENT FOR ANY DAMAGES WHATSOEVER RESULTING FROM
THE COMPANY’S BREACH OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL
AMOUNTS PAID BY THE COMPANY TO CONSULTANT HEREUNDER; PROVIDED,
THAT THIS SENTENCE SHALL NOT IN ANY WAY LIMIT THE COMPANY’S
OBLIGATION TO INDEMNIFY CONSULTANT AGAINST THIRD PARTY CLAIMS
PURSUANT TO SECTION 8 ABOVE.
9. Governing Law. This Agreement shall be interpreted, construed and governed by
and in accordance with the internal substantive law of the State of Colorado, to the extent state
law is applicable.
10. Entire Agreement; Termination of Any Prior Agreements. This Agreement
comprises the entire understanding between Consultant and the Company as to the subject matter
hereof. This Agreement may not be amended or modified except by a writing signed by both
Consultant and the Company. This Agreement supersedes any and all prior consulting
agreements between Consultant and the Company that relate in any way to any of the services
described in this agreement, and the parties agree that any such prior consulting agreements are
hereby terminated.
11. Notices. Except as otherwise provided in the Agreement, all notices or other
communications hereunder shall be in writing and delivered via email to jeff@thramann.com for
the Company and, for the Consultant, to the email provided during the registration process on the
Osler Currency website.
12. Severability. If any provision of this Agreement is invalid or unenforceable in
any jurisdiction, the other provisions herein shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to effectuate the purpose and intent of this
Agreement, and the invalidity or unenforceability of any provision of this Agreement in any
jurisdiction shall not affect the validity or enforceability of any such provision in any other
jurisdiction.
13. Remedies. Except as otherwise provided for herein, no remedy conferred by any
of the specific provisions of the Agreement or available to a party is intended to be exclusive of
any other remedy, and each and every remedy shall be cumulative and shall be in addition to
every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or
otherwise. The election of any one or more remedies by either party shall not constitute a waiver
of the right to pursue other available remedies.
14. Waiver. The failure of either party to enforce any provision of this Agreement
shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and
compel compliance with the provisions of this Agreement. IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above written.
15. Electronic Acceptance. By checking the box above on the Osler Currency website, Consultant hereby Agrees and Consents to enter into this INFLUENCE
HEALTHCARE CONSULTING SERVICES AGREEMENT. This Agreement will not become effective until Influence Healthcare verifies the validity of the registration information entered by the Consultant. Upon validating the registration information and Influence Healthcare determining in its sole discretion the eligibility of the registrant to enter into the Agreement, Influence Healthcare will accept the registrant as a Consultant under the Agreement. Upon acceptance by Influence Healthcare, the effective time and date of the Agreement will be the time and date at which the Consultant checked the box on the Osler Currency website to enter into this Agreement.