CONSULTING AGREEMENT
Exhibit
4.1
Consulting
Agreement of Xxxxxxx
Xxxxx
CONSULTING
AGREEMENT, dated as of July 1, 2006 (this “Agreement”),
between BESTWAY COACH EXPRESS, INC., a New York corporation (the “Company”)
and
XXXXXXX X. XXXXX, an individual (the “Consultant”).
For
the purposes of this Agreement, either of the above shall be referred to as
a
“Party”
and
collectively as the “Parties”.
BACKGROUND
The
Company desires to retain the Consultant to provide the consulting services
described herein for the compensation specified herein and the Consultant
desires to provide such services in consideration for such
compensation.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual promises herein contained, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Appointment
of Consultant.
Company
hereby appoints Consultant and Consultant hereby agrees to render services
to
Company to assist Company with its
business strategy, management and corporate expansion goals.
2. Services.
During
the term of this Agreement, Consultant shall provide advice to, undertake for
and consult with Company concerning its business strategy, management and
corporate expansion goals.
Specifically excluded from any services to be rendered is any activity relating
to capital raising activities. Any such activities related to capital raising
shall be the subject of a separate agreement if and when the need
arises.
3. Compensation.
For the
services rendered and performed by Consultant during the term of this Agreement,
Company agrees to issue to Consultant One Hundred Thousand (100,000) shares
of the Company’s Common Stock, par value $0.001, half of which shall be
deliverable at the date hereof, and the remaining half shall be deliverable
on
the first anniversary of the date hereof. The shares to be issued to the
Consultant shall not be issued until a registration statement on Form
S-8 is filed by the Company. Such registration statement shall be
filed within thirty (30) days of the execution and delivery of
this Agreement.
4. Term.
The
term (“Term”)
of
this Consulting Agreement shall be for a period of one (1) year commencing
on
the date hereof.
5. Confidentiality.
Consultant will not disclose to any other person, firm or corporation, nor
use
for its own benefit, during or after the Term of this Consulting
Agreement, any trade secrets or other information designated as confidential
by
Company which is acquired by Consultant in the course of performing services
hereunder. Any financial advice rendered by Consultant pursuant to this
Consulting Agreement may not be disclosed in any manner without the prior
written approval of Company.
6. Independent
Contractor.
Consultant and Company hereby acknowledge that Consultant is an independent
contractor. Consultant shall not hold itself out as,
nor
shall it take any action from which others might infer that it is an agent
of or
a joint venture of Company. All taxes and other expenses are also responsibility
of Consultant.
7. Miscellaneous.
This
Consulting Agreement sets forth the entire understanding of the Parties relating
to the subject matter hereof, and supersedes
and cancels any prior communications, understandings and agreements between
the
Parties. This Consulting Agreement is non-exclusive and cannot be modified
or
changed, nor can any of its provisions be waived, except by written agreement
signed by all Parties. This Consulting Agreement shall be governed by the laws
of the State of New York without reference to the conflict of law principles
thereof. In the event of any dispute as to the Terms of this Consulting
Agreement, the prevailing Party in any litigation shall be entitled to
reasonable attorney's fees.
8. Notices.
Any
notice required or permitted hereunder shall be given in writing (unless
otherwise specified herein) and shall be deemed effectively given
upon personal delivery or seven business days after deposit in the United States
Postal Service, by (a) advance copy by fax, (b) mailing by express courier
or
registered or certified mail with postage and fees prepaid, addressed to
each
of the other Parties thereunto entitled at the addresses specified on the
signature page hereto, or at such other addresses as a Party may designate
by
ten days advance written notice to each of the other Parties at the addresses
above and to the attention of the persons that have signed below.
[Signature
Page Follows]
Please
confirm that the foregoing sets forth our understanding by signing the enclosed
copy of this Consulting Agreement where provided and returning it to me at
your
earliest convenience. All Parties signing below do so with full
authority.
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COMPANY:
BESTWAY
COACH EXPRESS, INC.
By:/s/Xxxxxx
Xxxxx
Xxxxxx
Xxxxx
President
Address:
0
Xxxx Xxxxxx
0xx
Xxxxx
Xxx
Xxxx, XX 00000
CONSULTANT:
/s/Xxxxxxx
X.
Xxxxx
XXXXXXX
X. XXXXX
Address:
0000
Xxxxxxx Xxxxx Xxxx.
Xxxxx
0000
Xxxxxx,
XX 00000
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