ex10-5.htm


     Exhibit
10.5 

     RETAINER
AGREEMENT 

     

     MEDICAL
DIRECTOR 

     

    


     

     This
Agreement is entered into on this 23 day of October, 2008 between medical
doctor, hereinafter referred to as MEDICAL DIRECTOR, and mySkin, Inc.,
hereinafter referred to as COMPANY. 

     

     

     WHEREAS
the COMPANY desires to retain the services of MEDICAL DIRECTOR, and WHEREAS the
MEDICAL DIRECTOR is desirous of offering certain services, it is therefore
mutually agreed that the COMPANY does retain and the MEDICAL DIRECTOR agrees to
provide her services to all clients without regard to race, color, creed,
national origin, age, sex, religion, or handicap, under the following mutual
terms and conditions: 

     

     

     MEDICAL
DIRECTOR’S RESPONSIBILITIES: 

     

     Supervise
the overall functions of our Company’s services in that the Medical Director
shall 

     

    
      	
               1.   

            	
               Assume
      the administrative authority, responsibility, and accountability of
      overseeing our screening, policies, and
  procedures. 

            


    

     

    
      	
               2.   

            	
               Coordinate
      plan of care and periodically review these planning and implement methods
      to keep the quality of care under constant
    surveillance. 

            


    

     

    
      	
               3.   

            	
               Participate
      in the development of written policies, rules and regulations to govern
      the screening and other health services provided. The medical director is
      responsible for seeing that these policies reflect an awareness of and
      provisions for meeting the needs of the
  patients. 

            


    

     

    
      	
               4.   

            	
               Develop
      and participate in in-service training programs for nursing service and
      other related services. 

            


    

     

    
      	
               5.   

            	
               Implement
      methods that assure continuos surveillance of the health status of
      employees including freedom from infection and routine health
      examinations. 

            


    

     

    
      	
               6.   

            	
               Review
      written reports of surveys and inspections and make recommendations to the
      administrator. 

            


    

     

    
      	
               7.   

            	
               Obtain
      and maintain during the term of this agreement a suitable professional
      liability and malpractice insurance policy. The
      Parties hereto understand and agree that each Party shall be responsible
      for their own liability
insurance. 

            


    

     

    
      	
               8.   

            	
               Serve
      the Company as an independent contractor, it being understood and agreed
      that the MEDICAL DIRECTOR is not an employee of the
      Company. 

            


    

     

    
      	
               9.   

            	
               Maintain
      the confidentiality of all patient information as established by our
      Company’s policies and
procedures. 

            


    

     

    
      	
               10.   

            	
               Stay
      abreast of all other responsibilities required of a medical director as
      set forth in any Federal and State laws, statutes, or regulations as
      enacted or as may be enacted or
amended 

            


    

     

     QUALIFICATIONS: 

     Medical
Director certifies that he/she: 

     

    
      	
               1.   

            	
               Is
      licensed to practice medicine in this
state. 

            


    

    
      	
               2.   

            	
               Has
      a Medical Degree from a college or university accredited by the
      American-Medical Association. 

            


    

    
      	
               3.   

            	
               Meets
      the requirements as set forth by these
  standards. 

            


    

    
      	
               4.   

            	
               Maintains
      the required continuing education hours to assure continued
      competence 

            


    

     

     DURATION
OF AGREEMENT: 

     

    
      	
               1.   

            	
               The
      duration of this agreement is indefinite. However, either party
      may: 

            


    

    
      	
               a)   

            	
               Terminate
      this agreement by providing the other party with a sixty (60)
      day 

            


    

     written
notice of such intent 

     

    
      	
               b)   

            	
               Terminate
      this agreement when either party fails to abide by its
      contents 

            


    

    


     

    
      	
               2.   

            	
               This
      agreement shall become null and void should the medical director/Company
      fail to meet the licensing requirements set forth by Federal and State
      statutes, laws, and regulations governing such
    services. 

            


    

    


     

     COMPANY
REPSONSIBILITIES: 

     The
Company shall be responsible for: 

     

    
      	
               1.   

            	
               Retaining
      the professional and administrative responsibility for all services
      provided by the MEDICAL
DIRECTOR 

            


    

     

    
      	
               2.   

            	
               Making
      prompt payments for services rendered as set forth in Exhibit
      A. 

            


    

     

    
      	
               3.   

            	
               Assuring
      that the MEDICAL DIRECTOR has complete access to all records and supplies
      within the Company necessary for the performance of /her
      duties. 

            


    

     

    
      	
               4.   

            	
               Delegating
      the necessary administrative authority, responsibility, and accountability
      necessary for the Medical Director to perform her
      services. 

            


    

     

     MISCELLANEOUS 

     

    
      	
               1.   

            	
               Legal
      Representation.  It is acknowledged that each party to this
      Agreement had the opportunity to be represented by counsel in the
      preparation of this Agreement and, accordingly, the rule that a contract
      shall be interpreted strictly against the party preparing same shall not
      apply due to the joint contribution of both
  parties. 

            


    

     

    
      	
               2.   

            	
               Assignments.  This
      Agreement, or any interest herein, shall not be assigned, transferred or
      otherwise encumbered, under any circumstances, by the Parties without the
      prior written consent of the other
party. 

            


    

     

    
      	
               3.   

            	
               Records.  Both
      Parties shall keep, maintain and preserve books and records and require
      any and all subcontractors to keep books and records as may be necessary
      in order to record complete and correct entries as is related to personnel
      hours charged to this engagement, any expenses for which the Parties
      expect to be reimbursed, or any other records that are related to this
      Agreement.  Such books, accounts and records will be available
      at all reasonable times for examination and audit by the other party and
      shall be kept for the required retention period of three years or as may
      otherwise be required by law. 

            


    

     

    
      	
               4.   

            	
               Public
      Records.  The Parties shall maintain and make available for
      inspection any and all business records generated pursuant to this
      Agreement as required by law, unless such records are exempt from
      disclosure pursuant to Federal or State laws, rules, and/or
      regulations. 

            


    

     

    
      	
               5.   

            	
               Notice.  Whenever
      any party desires to give notice unto any other party, it must be given by
      written notice, by email, certified United States mail, with return
      receipt requested, or by facsimile transmission with certification of
      transmission to the receiving party, For the present, the Parties
      designate the following as the respective places for giving of
      notice: 

            


    

    


     

     Company 

     

     mySkin,
Inc. 

     

    


     

    


     

     MEDICAL
DIRECTOR: 

     

    


     

    


     

    
      	
               6.   

            	
               Binding
      Authority.  Each person signing this Agreement on behalf of
      either party individually warrants that he or she has full legal power to
      execute this Agreement on behalf of the party for whom he or she is
      signing, and to bind and obligate such party with respect to all
      provisions contained in this
Agreement. 

            


    

     

    
      	
               7.   

            	
               Parties
      Self-Insured.  The Parties hereto understand and agree that each
      Party shall be responsible for their own liability
      insurance. 

            


    

     

    
      	
               8.   

            	
               Exhibits.  Each
      Exhibit referred to in this Agreement forms an essential part of this
      Agreement. The exhibits if not physically attached should be treated as
      part of this Agreement and are incorporated herein by
      reference. 

            


    

     

    
      	
               9.   

            	
               Headings.  Headings
      herein are for convenience of reference only and shall not be considered
      on any interpretation of this
Agreement. 

            


    

     

    
      	
               10.   

            	
               Severability.  If
      any provision of this Agreement or application thereof to any person or
      situation shall, to any extent, be held invalid or unenforceable, the
      remainder of this Agreement, and the application of such provisions to
      persons or situations other than those as to which it shall have been held
      invalid or unenforceable shall not be affected thereby, and shall continue
      in full force and effect, and be enforced to the fullest extent permitted
      by law. 

            


    

     

    
      	
               11.   

            	
               Governing
      Law.  This Agreement shall be governed by the laws of the State
      of California with venue lying in Orange County,
      California. 

            


    

     

    
      	
               12.   

            	
               Joint
      Defense.  In the event that the validity of this Agreement is
      challenged through legal proceedings or otherwise, the Parties agree to
      cooperate with each other in defense of this Agreement, with each Party to
      bear its own attorney's fees and costs associated with such
      defense. 

            


    

     

    
      	
               13.   

            	
               Attorney's
      Fees.  In the event that either party brings suit for
      enforcement of this Agreement, the prevailing party shall be entitled to
      attorney's fees and costs, including paralegal fees, in addition to any
      other remedy afforded by law. 

            


    

     

    
      	
               14.   

            	
               Extent
      of Agreement.  This Agreement together with the attached
      Exhibits, as amended herein above represents the entire and integrated
      agreement between the Parties and supersedes all prior negotiations,
      representations or agreements, either written or oral.  Any and
      all prior agreements entered into between the COMPANY and MEDICAL DIRECTOR
      shall be null and void and of no further force or
    effect. 

            


    

     

    
      	
               15.   

            	
               Multiple
      Counterparts.  This Agreement may be executed in multiple
      counterparts, each of which shall be deemed an original, and all of which
      together shall constitute one and the same
  instrument. 

            


    

     

    
      	
               16.   

            	
               Materiality
      and Waiver.  The Parties agree that each requirement, duty and
      obligation set forth herein is substantial and important to the formation
      of this Agreement and, therefore, is a material term
      hereof.  Failure of either party to insist upon strict
      performance of any provision or condition of this Agreement, or to execute
      any right therein contained, shall not be construed as a waiver or
      relinquishment for the future of any such provision, condition, or right,
      but the same shall remain in full force and
  effect. 

            


    

     

    
      	
               17.   

            	
               Compliance
      with Laws.  The Parties shall comply with all federal, state,
      and local laws, codes, ordinances, rules and regulations in performing its
      duties, responsibilities and obligations pursuant to this
      Agreement. 

            


    

    


     

     THE
WITNESS THEREOF, the parties have duly set their hands and seals the day and
year first above written: 

     

    


     

    


     

     ___________________________                                                                _________________ 

     

     MEDICAL
DIRECTOR                                                      DATE 

     

    


     

    


     

     ___________________________                                                                _________________ 

     

     COMPANY                                                      DATE 

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     Exhibit
A 

     

    


    COMPENSATION AND PAYMENT
TERMS:

    


     MEDICAL
DIRECTOR shall receive Company’s product and services for her personal use at no
charge.  The Medical Director shall be paid five percent (5%) of Gross
Profit for all sales after October 1, 2008.  Gross Profit shall equal
total revenue minus the Cost of Goods Sold which shall include depreciation and
commissions paid for any sales. Payment will be made on a quarterly basis for
sales for which payment has been received.