EXHIBIT 10.9
BUSINESS CONSULTANT SERVICES AGREEMENT
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THIS AGREEMENT is made as of the 2nd day of January 2004, (the Effective Date").
BETWEEN:
Savoy Capital Investments, Inc., a company incorporated
pursuant to the laws of the State of Nevada with a mailing
address of 00000 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000
(the "Company")
OF THE FIRST PART
AND:
Art Xxxxxxxxxxx
#9 - 0000 Xxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
(the "Consultant")
OF THE SECOND PART
WHEREAS
A. The Company is engaging the Consultant to provide the services
contemplated by this Agreement.
B. The Consultant has agreed to provide the services on the terms and
subject to the conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and
mutual covenants contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound hereby, agree as follows:
1. CONSULTANT SERVICES
The Consultant will provide the following services to the Company as consulting
services:
(a) The Consultant will assist the Company with the preparation and proper
maintenance of the Company's account books.
(b) The Consultant will prepare and assist with the preparation and
presentation of the Company's required unaudited quarterly financial
statements in a timely manner, and assist with the preparation of the
Company's annual financial statement(s);
(c) The Consultant will assist the Company with maintaining the security
of all internal corporate records pursuant to the preparation and
proper maintenance of all account books.
(d) The Consultant will assist the Company with the preparation of all
necessary communications and responses to communications with the
Company's auditors and assist the Company with the preparation of all
necessary communications and responses with regulatory agencies where
such communications and responses are within the scope of services
contemplated by this Agreement;
(e) The Consultant will also perform additional duties and
responsibilities to the Company at the reasonable instruction of the
President of the Company or his designee, provided that such
additional duties and responsibilities are within the scope of
services contemplated by this Agreement.
The Consultant will not engage in any activity that will interfere or conflict
with the Consultant's duties and responsibilities to the Company or that
interfere or conflict with the business and objectives of the Company.
The Consultant will not make any misrepresentation of the Company or its
business, operations or financial condition to any party in the performance of
the services required by this Agreement.
2. RENUMERATION
(a) The Consultant will be paid a monthly fee of US$1000.00 for the
services to be provided in accordance with this Agreement.
(b) The monthly fee will be increased to US$1,250.00 per month as of April
1, 2004 and will reviewed annually.
(i) Shares or Options: subject to compliance with all applicable
state and federal laws and securities regulations, the Consultant
shall receive 40,000 of the Company's shares 90 days after the
Effective Date of this Agreement;
These shares will be "restricted shares" as that term is defined in Rule 144 of
the General Rules and Regulations under the Securities Act of 1933.
This share issuance shall be protected against dilution in the case of a reverse
or forward split.
3. EXPENSES
The Consultant will be paid for all expenses and other disbursements to be
reasonably incurred on behalf of the Company in providing the services incurred
in accordance with this Agreement, including, mailing, and long distance
telephone costs, travel expenses if required, other communication costs and
other sundry expenses incurred in the ordinary course of business. The
Consultant will not incur any expense(s) over the amount of US$100.00 without
the prior written consent of the Company. Upon receipt of the Consultant's
expense reports with supporting receipts, the Consultant will be reimbursed for
those disbursements reasonably made on behalf of the Company within 7 business
days of receipt of the expense report.
4. REPORTING PROCEDURE
The Consultant will take directions from the President of the Company or his
designee as to the functions, requirements for reporting and methods of
implementation in order to achieve the corporate goals that fall within the
scope of services contemplated by this Agreement
5. TERM
This term of this Agreement will expire on December 31, 2004.
The Consultant or the Company may terminate this Agreement with 30 days notice
or at any time in the event of any breach of any material term of this Agreement
by the other, provided that written notice of default has been delivered to the
other party and the other party has failed to remedy the default within 7 days
of the date of delivery of notice of default.
On termination of this Agreement for any reason, all rights and obligations of
each party that are expressly stated to survive termination or continue after
termination will survive termination and continue in full force and effect as
contemplated in this Agreement.
6. CONFIDENTIAL INFORMATION
Except as contemplated by this Agreement, the Consultant agrees not to disclose
to any person any confidential information concerning the business or affairs of
the Company which the Consultant may have acquired in the course of or
incidental to providing the services required by this Agreement and the
Consultant will not directly or indirectly use (whether for its own benefit or
the detriment or intended detriment of the Company) any confidential information
it may acquire with respect to the business and affairs of the Company. All
obligations with respect to confidential information will survive termination.
The Consultant will coordinate with the President of the Company or his designee
as to the information regarding the business and affairs of the Company that may
be disclosed by the Consultant in the provision of the services required by this
Agreement. The Consultant will not disclose any more information than that
approved by the President of the Company or his designee.
Additionally, the Consultant will maintain in a secure location, all Company
records, receipts, bank statements and other documents received within the scope
of services contemplated by this Agreement and will return said documents to the
Company immediately upon the request of the President of the Company or his
designee.
7. INDEMNIFICATION
The Company agrees that if the Consultant is made a party, or is threatened to
be made a party, to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), by reason of the fact that he
is or was a director, officer or employee of the Company or is or was serving at
the request of the Company as a director, officer, member, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether or not the
basis of such Proceeding is the Consultant's alleged action in an official
capacity while serving as a director, officer, member, employee or agent, the
Consultant shall be indemnified and held harmless by the Company to the fullest
extent legally permitted or authorized by the Company's Articles of
Incorporation or Bylaws or resolutions of the Company's Board of Directors or,
if greater, by the laws of the State of Colorado, against all cost, expense,
liability and loss (including, without limitation, attorneys' fees, judgments,
fines, taxes or other liabilities or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by the Consultant in connection
therewith, and such indemnification shall continue as to the Consultant even if
he has ceased to be a director, member, employee or agent of the Company or
other entity, with respect to acts or omissions which occurred prior to his
cessation of employment with the Company, and shall inure to the benefit of the
Consultant's heirs, executors and administrators. The Company shall advance to
the Consultant all reasonable costs and expenses incurred by him in connection
with a Proceeding within 20 calendar days after receipt by the Company of a
written request for such advance. Such request shall include an undertaking by
the Consultant to repay the amount of such advance if it shall ultimately be
determined that he is not entitled to be indemnified against such costs and
expenses.
Neither the failure of the Company (including its board of directors,
independent legal counsel or stockholders) to have made a determination prior to
the commencement of any proceeding concerning payment of amounts claimed by the
Consultant that indemnification of the Consultant is proper because he has met
the applicable standard of conduct, nor a determination by the Company
(including its board of directors, independent legal counsel or stockholders)
that the Consultant has not met such applicable standard of conduct, shall
create a presumption that the Consultant has not met the applicable standard of
conduct.
The Company agrees to initiate and maintain a liability insurance policy
covering the Consultant to the extent the Company provides such coverage for its
executive officers.
8. GENERAL PROVISIONS
(a) The Consultant will at all times be an independent contractor and the
Consultant will not be deemed to be an employee of the Company. The
Consultant will be responsible for payment of any income taxes, source
deductions, withholding taxes, fringe benefits, insurance and similar
items resulting from the payment of the Consultant Fee.
(b) This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Nevada.
(c) This Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their respective heirs, executors, administrators,
successors and assigns. This Agreement is not assignable by the
Consultant without the prior written consent of the Company, which
consent may not be unreasonably withheld.
(d) Time shall be of the essence of this Agreement.
(e) This Agreement constitutes the entire Agreement between the parties
hereto and there are no representations, warranties, terms or
conditions, expressed or implied, statutory or otherwise and no
agreements collateral hereto other than or expressly set forth or
referred to herein.
This Space Intentionally Left Blank
IN WITNESS WHEREOF, the undersigned have hereunto executed the Agreement on the
date set forth above.
Savoy Capital Investments, Inc.,
/s/ Xxxxx Xxxxxxx
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On Behalf of the Board
Xxxxx Xxxxxxx, President
Savoy Capital Investments, Inc.,
Consultant
/s/ Art Xxxxxxxxxxx
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Art Xxxxxxxxxxx
