CONSULTING AGREEMENT
This Agreement ("Agreement") is made and entered into as of the day of August
23,2002 between Cal-Bay International Inc. ("Company") and Darko Mrakuzic, and
Xxxxxx Xxxxxxxxxx("Consultant").
WITNESSETH:
WHEREAS, the Consultant is engaged in the business of providing business
development advice and merger and acquisition consulting; and
WHEREAS, the Company desires to utilize Consultant services in connection
with its operations.
NOW, THEREFORE,
1. Consulting Services. Effective as of August 23, 2002, by and subject to
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the terms and conditions herein contained, Consultants shall provide business
and management, marketing consultation and advisory services to Company. Such
services shall include (a) the preparation and implementation and monitoring of
business and marketing plans, (b) advice concerning production and layout and
planning and internal controls and (c) such other managerial assistance as
Consultant deem necessary or appropriate for Company's business.
2. Payment. In consideration for the services of Consultant to be provided
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hereunder shall be 2,000,000 freely tradable Company shares. The Shares are to
be issued in 2 certificates each for 1,000,000 shares in the name of Darko
Mrakuzic, and Xxxxxx Xxxxxxxxxx. Please have Darko Mrakuzic's certificate
delivered to 0000 Xxxx Xxxxxx Xxx, Xxxx 000, # 00 Xxxxxx XX, Xxxxxx X0X 0X0 and
Xxxxxx Xxxxxxxxxx'x certificate sent to 0000 X. Xxxxxxxx Xx. #000 Xxxx Xxxx
Xxxx, XX 00000.
3. Personnel. Consultant shall be an independent contractor and no personnel
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utilized by Consultant in providing services hereunder shall be deemed an
employee of Company. Moreover, Consultant nor any other such person shall be
empowered hereunder to act on behalf of Company. Consultant shall have the sole
and exclusive responsibility and liability for making all reports and
contributions, withholdings, payments and taxes to be collected, withheld, made
and paid with respect to persons providing services to be performed hereunder on
behalf of Company, whether pursuant to any social security, unemployment
Insurance, worker's compensation law or other federal, state or local law now in
force and affect or hereafter enacted.
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4. Term and Termination. This Agreement shall be effective from August 23,
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2002 and shall continue in effect for a period of 12 months thereafter. This
Agreement may be renewed for a provisional six-months period thereafter, upon
mutual agreement of the parties.
5. Non-Assignablity. The rights, obligations, and benefits established by
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this Agreement shall not be assignable by either party hereto. This agreement
shall, however, be binding upon and shall inure to the benefit of the parties
and their successors.
6. Confidentiality. Neither Consultant nor any of its consultants, or other
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employees, officers, or directors shall disclose knowledge or information
concerning the confidential affairs of Company with respect to Company's
business or finances that was obtained in the course of performing services
provided for herein.
7. Limited Liability. (a.) The Company agrees to indemnify and hold harmless
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Consultant and any of its consultants, other employees, officers or directors
from and against any and all losses, claims, damages, liabilities, suits,
actions, proceedings, costs and expenses, including without limitation,
reasonable attorney fees and expenses, as and when incurred, if such damages
were directly caused by, relating to, based upon or arising out of the rendering
by Consultant of services pursuant to the Agreement, so long as Consultant shall
not have engaged in illegal, intentional misconduct, or shall grossly negligent,
in connection with the services provided which form the basis of the claim for
indemnification. This paragraph will survive the termination of this agreement.
(b.) The Consultant agrees to indemnify and hold harmless Company and any
of its consultants, other employees, officers or directors from and against any
and all losses, claims, damages, liabilities, suits, actions, proceedings, costs
and expenses, including without limitation, reasonable attorney fees and
expenses, as and when incurred, if such damages were directly caused by,
relating to, based upon or arising out of the rendering by Consultant of
services pursuant to the Agreement, so long as Company shall not have engaged in
illegal, intentional misconduct, or shall grossly negligent, in connection with
the services provided which form the basis of the claim for indemnification.
This paragraph will survive the termination of this agreement.
8. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of California without giving effect to the
conflicts of law principles thereof or actual domicile of the parties.
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9. Notice. Notice hereunder shall be in writing and shall be deemed to have
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been given at the time when deposited for mailing with the United States Postal
Service enclosed in registered or certified postpaid envelope addressed to the
respective party at the address of such party first above written or at such
other address as such party may fix by notice given pursuant to this paragraph.
10. No other Agreements. This Agreement supersedes all prior understandings,
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written or oral, and constitutes the entire Agreement between the parties hereto
with respect to the subject matter hereof. No waiver, modification or
termination of the Agreement shall be valid unless in writing signed by the
parties hereto.
11. Arbitration. In the event of any dispute under the Agreement, then and
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in such event each party agrees that the same shall be submitted to the American
Arbitration Association ("AAA") in Southern California Region, for its decision
and determination in accordance with it rules and regulations then effect. Each
of the parties agrees that the decision and/or award made by the AAA may be
entered as judgment of the Courts of The State of California, and shall be
enforceable as such.
IN WITNESS WHEREOF the parities hereto have executed this Agreement as of
the say and year first written above.
CAL-BAY INTERNATIONAL INC.
/S/ XXXXXX XXXXXXXX Witness_____________________
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Xxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
CONSULTANTS:
/s/ Darko Mrakuzic Witness_____________________
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Darko Mrakuzic
/s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx Xxxxxxxxxx
Initials: Company___ Consultant___
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