CONSULTING AGREEMENT
This Agreement is made as of this February 27, 2001, by and between MLM WORLD
NEWS TODAY, Inc., ("Company") a Nevada Corporation whose primary business
address is 0000 Xxxxxx xxx Xxx Xxxxx, Xxxxx #000, Xxx Xxxxx, XX 00000, and EDUCO
International Associates ("Consultant") whose primary business address is Xxxxxx
Xxxxx, Xxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxx Xxxxxx Xxxxxxx.
WHEREAS, the Company is engaged in the business of providing News and
Information, regarding the Multi-level Marketing Industry, and a business
opportunity, to the over 220 million Network Marketers Worldwide via its Web
Site(s).
WHEREAS, the Company is seeking to capture a substantial market share in the
country of Japan.
WHEREAS, the Consultant possesses unique knowledge, capabilities and
understanding of the Japanese culture, and will act as a liaison to provide
Japanese Cultural Integration & Development, and Business to Business Strategy
for the Company.
WHEREAS, the Company wishes to retain the services of the Consultant on the
following terms and conditions:
1. The Company hereby retains the services of the Consultant for a period of
one (1) year commencing March 1, 2001 and terminating March 1, 2002. In
exchange for the Consulting Services (as that term is defined herein), the
Consultant shall receive 1,500,000 shares of "MLMS" common stock (the "shares")
to be issued to Xx. XxXxx Xxxxxxxxxx, Director of EDUCO. The Company agrees to
register the shares for resale in a registration statement on form S-8 in March
of 2001.
2. The Consultant shall, employing his best efforts, provide the Company the
following:
a. Act as a liaison to spearhead the business growth of the Company in Japan
b. Establish Japanese business, cultural and language resources to
management and the marketing efforts of the Company
c. Translation of the Company's business, sales and marketing materials into
Japanese.
d. Expand upon and cultivate Japanese business contacts in the U.S. as well
as Japan
e. Coordinate compliance with all Japanese government regulatory issues
f. Act as liaison for Japanese business meetings held in the U.S. and Japan
g. Instruction and training in language and culture
h. Act as the Company's primary "Asian" liaison as necessary
3. The Consultant shall be an Independent Contractor and not an Employee.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO CREATE AN EMPLOYER-EMPLOYEE
RELATIONSHIP BETWEEN THE COMPANY AND THE CONSULTANT. The Consultant is
responsible and liable for the methods by which he performs the services
specified herein and for payment of all applicable federal, state and local
taxes. The Consultant shall have no right or authority to assume or create any
obligations or responsibilities, express or implied, on behalf of or in the name
of the Company, unless specifically authorized in writing by the Company. No
provision of this Agreement shall be construed to preclude the Consultant from
pursuing other consulting projects.
4. The Company agrees to indemnify and hold harmless the Consultant against
any loss, claim, damage or liability whatsoever, (including reasonable
attorney's fees and expenses), to which such Indemnified Party may become
subject as a result of performing any act, or omitting to perform any act,
contemplated to be performed by the Consultant pursuant to this Agreement if
such act or omission did not violate the provisions of this Agreement.
5. This Agreement shall be binding upon the Company and the Consultant and
their successors and/or assigns.
6. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby: and (ii) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid illegal
or unenforceable.
7. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto. No waiver of any other
provisions hereof shall be binding unless executed in writing by both parties
hereto nor shall waiver constitute a continuing waiver.
8. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
9. The parties agree that should any dispute arise in the administration of
this Agreement, that the agreement shall be governed and construed by the Laws
of the State of California.
10. This Agreement contains the entire agreement between the Parties with
respect to the consulting services to be provided to the Company by the
Consultant and supersedes any and all prior understanding, agreement or
correspondence between the Parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
/s/ Xxxxx Xxxxx
MLM WORLD NEWS TODAY
/s/ XxXxx Xxxxxxxxxx
Xx. XxXxx Xxxxxxxxxx, Director of EDUCO
