Wakabayashi Fund, LLC Agreement

This Agreement made this February 28, 2009May 12, 2009, by and between Wakabayashi Fund, LLC., a Japanese Limited Liability Company, whose address is 4-13-20 Mita, Minato-Ku, Tokyo Japan 108-0073, hereinafter referred to as “WAKABAYASHI FUND” or “Consultant” and  INVO BIOSCIENCE , a Nevada corporation, its agents, successors or assigns, hereinafter referred to as “INVO BIOSCIENCE ” OR “Client”, whose address is 100 Cummings Center, Suite 421E Beverly, MA 01915 USA Telephone No ###-###-####; Fax No --- Symbol: IVOB.OB

 

Whereas Consultant is in the business of providing Institutional Investor relations Services and whereas INVO BIOSCIENCE desires to retain Consultant for the following purposes:  For and in consideration of mutual benefits, detriments, promises, and the cross consideration hereinafter set forth,  the parties hereto, WAKABAYASHI FUND and INVO BIOSCIENCE, collectively “THE PARTIES”, hereby covenant and agree as follows:

WAKABAYASHI FUND is hereby engaged to provide Public Relations services (non-exclusive) including serving as an investment banking liaison, obtaining write ups about the company and acting as an institutional public relations consultant for a six month period from the date hereof (the “term”).

INVO BIOSCIENCE hereby agrees to pay WAKABAYASHI FUND for the services set forth in Paragraph 1, the following non-refundable retainer items:

3.	Termination of Agreement

This Consulting Agreement may not be terminated by either party prior to the expiration of the term provided herein above, except as follows:

 

a. Both parties, INVO BIOSCIENCE and WAKABAYASHI FUND, LLC. have the implicit right to cancel with 30 day written notice

b. Upon the bankruptcy or liquidation of the other party, whether voluntary or involuntary;

c. Upon the other party taking the benefit of any insolvency law;

d. Upon the other party having or applying for a receiver appointed for either party; and/or

All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or at such other address which notice pursuant to this section may be given, and shall be given upon the earlier of actual receipt or three (3) business days after being mailed or delivered to such courier service.  Any notices to be given hereunder shall be effective if executed by and/or sent by the attorneys for THE PARTIES giving such notice and, in connection therewith, THE PARTIES and their respective counsel agree in giving such notice such counsel may communicate directly in writing with such party to the extent necessary to give such notice.

 

 

In the event either party is in default of the terms or conditions of this Consulting Agreement and legal action is initiated as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including reasonable attorney fees, expenses and court costs through trial, appeal and to final dispositions.

 

 

Time is hereby expressly made of the essence of this Consulting Agreement with respect to the performance by THE PARTIES of their respective obligations hereunder.

 

 

 

This Consulting Agreement shall inure to the benefit of and be binding upon THE PARTIES hereto and their respective heirs, executors, administrators, personal representatives, successors, and consultant shall not assign this agreement.

 

 

This Consulting Agreement contains the entire agreement of THE PARTIES.  It is declared by THE PARTIES that there are no other oral or written agreements or understanding between them affecting this Agreement.  This Agreement supersedes all previous agreements.

 

 

This Agreement may be modified or amended provided such modifications or amendments are mutually agreed upon and between THE PARTIES hereto and that said modifications or amendments are made only by an instrument in writing signed by THE PARTIES.

 

 

No waiver of any provision or condition of this Agreement shall be valid unless executed in writing and signed by the party to be bound thereby, and then only to the extent specified in such waiver.  No waiver of any provision or condition of this Agreement and no present waiver of any provision or condition of this Agreement shall be construed as a future waiver of such provision or condition.

 

 

The failure of either party, at any time, to require any such performance by any other party shall not be construed as a waiver of such right to require such performance, and shall in no way affect such party’s right to require such performance and shall in no way affect such party’s right subsequently to require a full performance hereunder.

 

12.	Construction of Agreement

 

Each party has participated fully in the review and revision of this Agreement.  Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement.

 

13.	Non-Circumvention Agreement

 

INVO BIOSCIENCE  agrees, represents and warrants hereby that it shall not circumvent WAKABAYASHI FUND with respect to any banking or lending institution, investment bank, trust, corporation, individual or investor specifically introduced by WAKABAYASHI FUND to INVO BIOSCIENCE  nor with respect to any transaction or other business opportunity proposed by, assisted with or otherwise promoted by WAKABAYASHI FUND for the benefit of INVO BIOSCIENCE  pursuant to the terms with WAKABAYASHI FUND for the purpose of, without limitation, this Agreement and for a period of twelve (12) months from the date of execution by THE PARTIES of this Agreement or the introduction to a specific financing source.

This Agreement may be executed in a number of identical counterparts.  Each such counterpart is deemed an original for all purposes and all such counterparts shall, collectively, constitute one agreement, but, in making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart.