CONSULTING AGREEMENT
This
Consulting Agreement (the "Agreement") made as of July 5, 2010 by and between
Xx. Xxxxxxxx Xxxxxxxxx ("Consultant"), with address X.X. Xxx 00000, XX.00000,
Xxxxxxxxx, Xxxxxx, Xxxxxx, and Prime Estates & Developments, Inc., a Nevada
corporation ("Company").
WITNESSETH
WHEREAS,
the Company requires and will continue to require certain business consulting
services for the Company; and
WHEREAS,
Consultant shall provide Company with and is desirous of performing such
services for the Company; and
WHEREAS,
the Company wishes to induce Consultant to provide these business consulting
services to the Company,
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter stated, it is
agreed as follows:
1. APPOINTMENT
The
Company hereby engages Consultant and Consultant agrees to render various
business consulting services to the Company upon the terms and conditions
hereinafter set forth.
2. TERM
The term
of this Agreement began as of the date of this Agreement (5th of July
2010) and shall terminate on the 30th of June
of 2012.
3. SERVICES
During
the term of this Agreement, Consultant shall provide advice to, undertake for
and consult with the Company concerning the following services, and additional
services contemplated thereby:
Consulting
in estimation, due diligence, acquisition, development, renovation, sale, and
management of Real Estate properties.
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4. DUTIES
OF THE COMPANY
The
Company shall provide Consultant and its counsel, on a regular and timely basis,
with all data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested by
Consultant and its counsel, and shall advise Consultant of any facts which would
affect the accuracy of any data and information previously supplied pursuant to
this paragraph. The Company shall promptly supply Consultant and its counsel
with full and complete copies of all brochures or other sales materials relating
to its products and services and such other information as the
request.
5. COMPENSATION
The
compensation to Consultant is set forth in Exhibit A. This
compensation in its entirety is deemed fully earned upon execution of this
agreement, is not contingent and is non-refundable.
6. REPRESENTATION
AND INDEMNIFICATION
The
Company shall be deemed to have been made a continuing representation of the
accuracy of any and all facts, material information and data which it supplies
to Consultant and its counsel and acknowledges its awareness that Consultant and
its counsel will rely on such continuing functions. Consultant and its counsel
in the absence of notice in writing from the Company will rely on the continuing
accuracy of material, information and data supplied by the Company. Consultant
represents that Consultant has knowledge of and is experienced in providing the
aforementioned services.
The
Company agrees to indemnify, hold harmless and defend Consultant and its counsel
from any and all claims or demands of any kind relating to the Company's breach
of its agreements hereunder.
7. MISCELLANEOUS
Termination:
This Agreement may be terminated by Consultant upon written notice to the
Company which shall be effective five (5) business days from the date of such
notice.
Modification:
This Agreement sets forth the entire understanding of the Parties with respect
to the subject matter hereof, and may be amended only in a writing signed by
both parties.
Notices:
Any notices required or permitted to be given hereunder shall be in writing and
shall be mailed or otherwise delivered in person or by facsimile transmission at
the address of such Party set forth above or to such other address or facsimile
telephone number, as the Party shall have furnished in writing to the other
Party.
Waiver:
Any waiver by either Party of a breach of any provision of this Agreement shall
not operate as or be construed to be a waiver of any other breach of that
provision or of any breach of any other provision of this Agreement. The failure
of a Party to insist upon strict adherence to any term of this Agreement on one
or more occasions will not be considered a waiver or deprive the other Party of
the right thereafter to insist upon adherence to that term of any other term or
this Agreement.
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Assignment:
The Shares under this Agreement are assignable at the discretion of the
Consultant without consent of the Company.
Severability:
If any provision of this Agreement is invalid, illegal, or unenforceable, the
balance of this Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.
IN
WITNESS WHEREOF, this Agreement has been executed by the Parties as of the date
first above written.
Prime
Estates & Developments, Inc.
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By:
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Xxxxxx
Xxxxxx, President
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NAME OF
CONSULTANT
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Xxxxxxxx
Xxxxxxxxx
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EXHIBIT
A: COMPENSATION
For all
services provided to the Company concerning the attached Agreement the
Consultant (Xx. Xxxxxxxx Xxxxxxxxx) will receive one million (1,000,000) shares
of Common Stock of the Company.
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