MEDIA CONSULTING CAMPAIGN
This Media Consulting Services
Agreement (the "Agreement") is entered this 24th of March by and between Xxxxxxxxx Xxxx ("Consultant"), and
Nyxio Technologies Corp. (“Client”), with reference to the following:
RECITALS
WHEREAS, Consultant specializes in developing
and implementing social media corporate awareness; and
WHEREAS, the Company, desires to be assured
of the association and services of Consultant, in order to avail itself of
Consultant's experience, skills, abilities,
knowledge and background to provide social media corporate awareness and; and
WHEREAS, Consultant agrees to be engaged and
retained by the Company upon the terms and conditions set forth
herein; and
NOW, THEREFORE, in consideration
of the foregoing, of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Increase Company Social
Media Presence, which include Twitter, Facebook, Instagram, Chat Rooms
2. Lead Consumers to Company website and
products. Fine Tune Search Engine Optimization, Purchase of Key work and Product Placement
1.
ENGAGEMENT. Client hereby engages Consultant on a non-exclusive
basis, and Consultant hereby accepts the engagement to become Social Media Consultant to the Client and to render such advice,
consultation, information, and services to the Directors and/or Officers of the Client regarding general marketing and business
matters including, but not limited to:
Notwithstanding anything contained herein to
the contrary, it is clearly understood and agreed to by the parties hereto that the aforementioned services to be provided by Consultant
shall not involve any capital raising efforts or promotion of the Client's securities. It shall be expressly understood that Consultant
shall have no power to bind Client to any contract or obligation or to transact any business in Client's name or on behalf of Client
in any manner and Client is not obligated to accept any recommendations or close any transactions submitted by Consultant.
2. TERM. Both parties agree
to a six month (6) consulting agreement. Both parties may extend the Agreement upon agreement, unless or until the Agreement is
terminated. Either party may cancel this Agreement upon thirty days (30) written notice in the event either party violates any
material provision of this Agreement and fails to cure such violation within five (5) days of written notification of such violation
from the other party. Such cancellation shall not excuse the breach or non-performance by the other party or relieve the breaching
party of its obligation incurred prior to the date of cancellation. (See item 10 "Notices")
3. DUE DILIGENCE. The Client
shall supply and deliver to the Consultant all information relating to the Client Company's business as may be reasonably requested
by the Consultant to enable the Consultant to make an assessment of the Company and its business prospects and provide the Consulting
Services.
4. COMPENSATION AND FEES.
As consideration for Consultant entering into this Agreement, Client and Consultant shall agree to the following:
| (a) | 10,000,000 Free Trading Shares of Nyxio
Technologies Corp. due on execution of this agreement and one the 1st of every month starting April 2014. |
5. REPRESENTATIONS, WARRANTS
AND COVENANTS. The Client represents warrants and covenants to the Consultant as follows:
A. The Client has the full
authority, right, power and legal capacity to enter into this Agreement and to consummate the transactions, which are provided
for herein. The execution of this Agreement by the Client and its delivery to the Consultant, and the consummation by it of the
transactions which are contemplated herein have been duly approved and authorized by all necessary action by the Client's Board
of Directors and no further authorization shall be necessary on the part of the Client for the performance and consummation by
the Client of the transactions which are contemplated by this Agreement.
B. The business and operations
of the Client have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations
of all authorities, which affect the Client or its properties, assets, businesses or prospects. The performance of this Agreement
shall not result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any
property of the Client or cause an acceleration under any arrangement, agreement or other instrument to which the Client is a party
or by which any of its assets are bound. The Client has performed in all respects all of its obligations which are, as of the date
of this Agreement, required to be performed by it pursuant to the terms of any such agreement, contract or commitment.
6. EXCLUSIVITY; PERFORMANCE;
CONFIDENTIALITY. The services of Consultant hereunder shall not be exclusive, and Consultant and its agents may perform similar
or different services for other persons or entities whether or not they are competitors of Client. The Consultant agrees that it
will, at all times, faithfully and in a professional manner perform all of the duties that may be reasonably required of the Consultant
pursuant to the terms of this Agreement. Consultant shall be required to expend only such time as is necessary to service Client
in a commercially reasonable manner. The Consultant does not guarantee that its efforts will have any impact upon the Company's
business or that there will be any specific result or improvement from the Consultant's efforts. Consultant acknowledges and agrees
that confidential and valuable information proprietary to Client and obtained during its engagement by the Client, shall not be,
directly or indirectly, disclosed without the prior express written consent of the Client, unless and until such information is
otherwise known to the public generally or is not otherwise secret and confidential.
7. INDEPENDENT CONTRACTOR.
In its performance hereunder, Consultant and its agents shall be an independent contractor. Consultant shall complete the services
required hereunder according to his own means and methods of work, shall be in the exclusive charge and control of Consultant and
which shall not be subject to the control or supervision of Client, except as to the results of the work. Client acknowledges that
nothing in this Agreement shall be construed to require Consultant to provide services to Client at any specific time, or in any
specific place or manner. Payments to consultant hereunder shall not be subject to withholding taxes or other employment taxes
as required with respect to compensation paid to an employee.
8. ARBITRATION AND FEES.
Any controversy or claim arising out of or relating to this Agreement, or breach thereof, may be resolved by mutual agreement;
or if not, shall be settled in accordance with the Arbitration rules of the American Arbitration Association in Irvine, California.
Any decision issued there from shall be binding upon the parties and shall be enforceable as a judgment in any court of competent
jurisdiction. The prevailing party in such arbitration or other proceeding shall be entitled, in addition to such other relief
as many be granted, to a reasonable sum as and for attorney's fees in such arbitration or other proceeding which may be determined
by the arbitrator or other officer in such proceeding. If collection is required for any payment not made when due, the creditor
shall collect statutory interest and the cost of collection, including attorney's fees whether or not court action is required
for enforcement.
9. NOTICES. Any notice
or other communication required or permitted hereunder must be in writing and sent by either (i) certified mail, postage prepaid,
return receipt requested and First Class mail, (ii) overnight delivery with confirmation of delivery, or (iii) facsimile transmission
with an original mailed by first class mail, postage prepaid, addressed as follows:
If to the Client: 0000
XX Xxxxxxxx
Address: Xxxxxxxx,
XX 00000
If to Consultant: Xxxxxxxxx
Xxxx
0000 00xx Xx Xxxx X
Xxx Xxxxx, XX 00000
or in each case to such other address
and facsimile number as shall have last been furnished by like notice. If mailing is impossible due to an absence of postal service,
and other methods of sending notice are not otherwise available, notice shall be hand-delivered to the aforesaid addresses. Each
notice or communication shall be deemed to have been given as of the date so mailed or delivered, as the case may be; provided,
however, that any notice sent by facsimile shall be deemed to have been given as of the date sent by facsimile if a copy of such
notice is also mailed by first class mail on the date sent by facsimile; if the date of mailing is not the same as the date of
sending by facsimile, then the date of mailing by first class mail shall be deemed to be the date upon which notice given.
10. MISCELLANEOUS. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision and no waiver shall
constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. No supplement,
modification, or amendment of this Agreement shall be binding unless executed in writing by all parties. This Agreement constitutes
the entire agreement between the parties and supersedes any prior agreements or negotiations. There are no third party beneficiaries
of this Agreement.
11. COUNTERPARTS. This
Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have
entered into this Agreement on the date first written above.
"Client" Nyxio
Technologies, Inc.
Signature: /s/ Xxxxxxx
Xxxxxxx
Xxxxxxx Xxxxxxx
"Consultant" Xxxxxxxxx
Xxxx
Signature: /s/
Xxxxxxxxx Xxxx
