AGREEMENT
Exhibit
10.12 Consultancy Agreement of Xxxxxxxxx Xxxxxxxxxx
AGREEMENT
This
Agreement is entered into and is effective this 01 day of March, 2007 by and
between Xxxxxxxxx Xxxxxxxxxx, having his principal place of business at 00
Xxxxxxxxx, 00 Xxxxx, Xxx Xxxx Xxxx, XX, 00000, and StarInvest Group, Inc.,
a
Nevada corporation (the “Company”).
WHEREAS,
the Company desires to continue to retain Consultant to provide services to
the
Company.
NOW
THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto do covenant and agree, as
follows:
1. Retention.
The Company hereby agrees to continue to retain Consultant to act as the
___________ of the Company (the "Services"). Consultant agrees to use his best
efforts to supply the Services in a professional and diligent manner, and to
devote as much time and effort as is necessary to perform such Services.
2. Term.
The
term of this Agreement (the “Term”) shall be for 1 year commencing as of March
01, 2007, but the Company may, with or without cause, elect to terminate the
Agreement by giving five (5) days' written notice. Upon such termination,
Consultant shall be relieved of any further obligation of performance to the
Company; provided, however, that notwithstanding the date of termination (a)
the
Company shall pay the Consultant for the remainder of the Term (b) all
obligations of confidentiality, non-disclosure and non-competition will continue
in full force and effect for one (1) year from the effective date of any
termination.
3. Compensation.
The monthly cash compensation payable to the Consultant is $5,000 for each
month
of the Term, payable on a monthly basis.
4.
Consultant's
Non-Disclosure of Information/Non-Competition.
a. The
Consultant acknowledges that in the course of its engagement he may become
familiar with trade secrets and other confidential information (collectively,
"Confidential Information") concerning the Company and Consultant shall hold
in
a fiduciary capacity for the benefit of the Company all secret, confidential
proprietary information, knowledge or data relating to the Company that shall
have been obtained by the Consultant during its engagement by the Company and
that shall have not been or now or hereafter have become public knowledge (other
than by acts by the Consultant or its representatives in violation of this
Agreement). Consultant agrees that it shall not disclose to any third party
any
Confidential Information for any purpose other than the performance of its
duties under this Agreement. During the Term and at all times thereafter,
regardless of the reason for the termination of this Agreement, Consultant
shall
not, without the prior written consent of the Company or as otherwise may be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by
the
Company.
b. Upon
completion of the Term or earlier termination of this Agreement for any reason,
Consultant will return to the Company any confidential materials or information
which the Company may have supplied to the Consultant. Consultant may retain
a
copy of such materials or information for Consultant's own due diligence file.
However, Consultant hereby agrees not to distribute or release such confidential
materials or information without giving the Company at least five (5) days'
written notice so that Company shall have the opportunity, at Company's sole
cost and expense, to move to prevent Consultant's distribution or release of
the
confidential material or information.
c. Subject
to the limitations set forth herein, Consultant agrees that during the Term
and
for a period of one year thereafter he shall not directly or indirectly, own,
manage, control, participate in, consult with, render services for, or in any
manner engage in any business competing with the business of the Company as
such
business exists within any geographical area in which the Company conducts
its
business. In addition, Consultant shall not solicit, interfere with or conduct
business with any vendors, customers or employees of the Company during the
term
of this Agreement or for a period of one year after the termination hereof.
In
the event the Company breaches any of its duties or obligations under this
Agreement, the Company agrees that Consultant shall not be bound by the
provisions of this Agreement, except for the provisions concerning Confidential
Information.
5. Law.
This
Agreement and all matters and issued collateral thereto shall be governed by
the
laws and the courts of the State of New York without regard to the principles
of
conflicts of laws.
6. Severability.
If any provision of this Agreement becomes or is found to be illegal or
unenforceable for any reason, such clause or provision must first be modified
to
the extent necessary to make this Agreement legal and enforceable and then
if
necessary, second, severed from the remainder of the Agreement to allow the
remainder of the Agreement to remain in full force and effect.
7.
Counterparts.
This Agreement may be executed in several counterparts and by facsimile, and
all
of such counterparts taken together shall be deemed to be one
Agreement.
8. Attorneys'
Fees. If either party shall commence any action or proceeding against the other
in order to enforce the provisions hereof, or to recover damages resulting
from
the alleged breach of any of the provisions hereof, the prevailing party therein
shall be entitled to recover all reasonable costs incurred in connection
therewith, including, but not limited to, reasonable attorneys' fees and
expenses.
9. Notices.
Each notice, demand, request, approval or communication ("Notice") which is
or
may be required to be given by any party to any other party in connection with
this Agreement and the transactions contemplated hereby, shall be in writing,
and given by personal delivery, certified mail, return receipt requested,
prepaid, or by overnight express mail delivery and properly addressed to the
party to be served at such address as set forth above. Notices shall be
effective on the date delivered personally, the next day if delivered by
overnight express mail or three days after the date mailed by certified
mail.
10. Entire
Agreement. This Agreement contains the entire agreement between Consultant
and
Company, and correctly sets forth the rights and duties of each of the parties
to each other concerning such matter as of this date. Any agreement or
representation concerning the subject matter of this Agreement or the duties
of
Consultant in relation to Company not set forth in this Agreement is null and
void.
11.
Binding
Effect. The rights created by this Agreement shall inure to the benefit of,
and
the obligations created hereby shall be binding upon the parties, their heirs,
successors, assigns and personal representatives.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first hereinabove written.
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Xxxxxxxxx
Xxxxxxxxxx
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Name:
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Title:
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