exhibit10-1.htm


    CONSULTING
SERVICES AGREEMENT

    


    This
Consulting Services Agreement (“Agreement”), dated
February ___, 2008, is made by and between Bill Bates (“Consultant”), and
SARS Corporation, a
Nevada corporation (“Company”).  Collectively
referred to herein as the “Parties.”

    


    WHEREAS,
Consultant has extensive background in the area of business
development;

    


    WHEREAS,
Consultant desires to be engaged by Company to provide consulting services to
Company 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 SARO and desires to
further develop its business; and

    


    WHEREAS,
Company desires to engage Consultant to provide the Services, as defined below,
in his 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, during the Term, also defined below, of
this Agreement, upon such terms and to the extent the Parties agree from time to
time.  The nature of the Services to be provided shall include, but
are not limited to, (i) business development and strategic advice, (ii) investor
relations and (iii) any other services as mutually agreed upon by the Parties
(collectively referred to herein as the “Services”).

    


    2.           Consideration

    


    (a)           Consideration
for Services

    


    Company
agrees to pay Consultant, as Consultant’s fee and as consideration for the
Services, one hundred fifty thousand (150,000) shares of common stock of the
Company, to be registered on Form S-8 with the Securities and Exchange
Commission (the “Shares”).  The
Shares, when issued, sold and delivered shall be duly and validly issued, fully
paid and nonassessable shares of the Company.

    


    (b)           Expenses

    


    The
Parties agree that the Company will be responsible for paying any reasonable out
of pocket expenses incurred by the Consultant in the performance of the Services
(the “Expenses”).  The
Expenses shall be mutually agreed upon by the Parties before they are incurred
by Consultant.

    (c)           Payment

    


    All
compensation payable to Consultant hereunder shall be subject to the Company’s
rules and regulations, and shall also be subject to all applicable State and
federal employment law(s); it being understood that Consultant shall be
responsible for the payment of all taxes resulting from a determination that any
portion of the compensation and/or benefits paid/received hereunder is a taxable
event to Consultant; it being further understood that Consultant shall hold the
Company harmless from any governmental claim(s) for Consultant’s personal tax
liabilities, including interest or penalties, arising from any failure by
Consultant to pay his individual taxes when due.

    


    3.           Confidentiality

    


    Each
party agrees that during the course of this Agreement, information that is
confidential or of a proprietary nature may be disclosed to the 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.  Confidential Information need not
be marked as confidential at the time of disclosure to receive “Confidential
Information” protection as required herein, rather all information disclosed
that, given the nature of the information or the circumstances surrounding its
disclosure reasonably should be considered as confidential, shall receive
“Confidential Information” protection.

    


    4.           Non-Competition,
Non-Solicitation.

    


    Consultant agrees that he shall not,
during the term of this Agreement and for one (1) year subsequent thereto, without both the
disclosure to and the written approval of the Board of Directors of the Company,
directly or indirectly, engage or be interested in (whether as a principal,
lender, employee, officer, director, partner, venturer, consultant or otherwise)
any business(es) that is competitive with the business being conducted by the
Company through the termination date, without the express written approval of
the Board of Directors.

    


    Consultant agrees that he will not,
without the prior written consent of the Company’s Board of Directors, for a
period of one (1) year after the termination date, directly or indirectly
disturb, entice, or in any other manner persuade, any employee(s),
consultant(s), reseller or partner of the Company to discontinue that person’s
or firm’s relationship with the Company if the employee(s) and/or consultant(s)
were employed by or the reseller or partner was engaged with the Company at any
time during the one (1) year period after the termination date.

    


    


    5.           Indemnification

    


    (a)           Company

    


    Company
agrees to indemnify, defend, and shall hold harmless Consultant and/or its
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 is based upon a claim that: (i)
is true, (ii) would constitute a breach of any of Company's representations,
warranties, or agreements hereunder, or (iii) 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 first written above and shall
terminate on the first anniversary of the date of this Agreement (collectively,
the “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
Due to Death or Disability

    


    This
Agreement (except as otherwise provided hereunder) shall terminate immediately
upon the death of Consultant or after fourteen (14) days of Consultant’s
inability to perform the essential functions of his duties, with or without
reasonable accommodation (defined under applicable law), due to a mental or
physical illness or incapacity.

    


     (d)           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.           Remedies

    


    Should Consultant at anytime materially
breach any of terms outlined in this Agreement, Company shall have the right to
seek remedies, including but not limited to: i) a temporary restraining order
and permanent injunction; ii) liquidated damages; (iii) cancellation of the
interests underlying his stock certificates.

    


    8.           Miscellaneous

    


    (a)           Independent
Contractor

    


    Consultant
shall render all services hereunder as an independent contractor and shall not
hold himself out as an agent of Company. Nothing herein shall be construed to
create or confer upon Consultant the right to make contracts or commitments for
or on behalf of Company.

    


    (b)           Negative
Covenants

    


    Consultant hereby covenants that at no
time will they provide any service that directly or indirectly promotes or
maintains a market for the Company’s securities nor act as a conduit for
distributing securities to the general public.  Moreover, Consultant
will not provide certain services including but not limited to: acting as a
broker, dealer or person who finds investors, arranging financing, providing
investor relations or shareholder communications services, arrange or effect
mergers or circulate research to broaden or sustain a market price.

    


    (c)           Public
Statements – No Disparagement

    


     Neither
Party hereto shall make or publish any disparaging statements regarding any
other party hereto with regard to the matters leading up to this
Agreement.

    


    


    


    


    (d)           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.

    


    (e)           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.

    


    (f)           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.

    


    (g)           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.

    


    (h)           Amendment

    


    This
Agreement may be amended only by an instrument in writing executed by all the
Parties hereto.

    


    (i)           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.

    


    


    (j)           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.

    


    (k)           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.

    


    (l)           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.

    


    (m)           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 (i) United
States mail, postage prepaid, or (ii) Federal Express or similar generally
recognized overnight carrier), addressed as follows (subject to the right to
designate a different address by notice similarly given):

    


    
      	
               
      

            	
              If
      to Company:

            


    

    


    SARS
Corporation

    19119
Northcreek Parkway, Suite 201

    Bothell,
WA 98011

    Attn:
Clayton Shelver

    


    With a
copy (which shall not constitute notice) to:

    


    The Otto
Law Group, PLLC

    601 Union
Street, Suite 4500

    Seattle,
WA 98101

    Attn:
David M. Otto

    


    
      	
               
      

            	
              If
      to Consultant:

            


    

     

    Bill
Bates

    ___________________________

    ___________________________

    ___________________________

    ___________________________

    With a
copy to:

    


    Don
Mehan

    Moline
and Mehan

    8015
Forsyth Blvd.

    Clayton,
MO 63105

    314-725-3200

    


    (n)           Governing
Law

    


    This
Agreement shall be governed by the interpreted in accordance with the laws of
the State of Washington 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 Washington 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 coveniens, to the
bringing of any such proceeding in such jurisdictions.

    


    (o)           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.

    


    (p)           Independent
Counsel

    


    All
Parties have retained independent legal counsel to advise them with respect to
this Agreement and are not relying on the Company or its counsel for legal or
tax advice.

    


    (q)           Survival
of Provisions

    


    The
provisions contained in paragraphs 3, 4, 7 and 8(b) of this Agreement shall
survive the termination of this Agreement.

    


    (r)           Execution
in Counterparts

    


    This
Agreement may be executed via facsimile and 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.

    


     

    [Signature page to
follow]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    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:

    SARS
Corporation

    


    


    


    


    By: Clayton Shelver

    Its: Director & CEO

    


    


    Consultant:

    Bill
Bates

    


    


    


    


    By: Bill Bates

    


    



    
      
        
          


           

           

           

          SARS
Corporation Consulting Agreement

           

          Bill
Bates