CONSULTING AGREEMENT
This
Consulting Agreement (the “Agreement”) is entered into as of October 1, 2007
(the “Effective Date”) by and between IDCENTRIX, (the “Company”),
and Canadian Nexus Ventures Ltd., (“Consultant”). The Company desires to
retain Consultant as a contractor to perform market branding and financing
services for the Company and Consultant is willing to perform such Services,
on
terms set forth more fully below. In consideration of the mutual promises
contained herein, the parties agree as follows:
1. CONSULTANT’S
SERVICES
The
Company agrees to engage Consultant, and Consultant agrees to render consulting
services (the “Services”) to the Company during the term of this Agreement.
Consultant’s duties will include, but not limited to, market branding and
financing activities on a best efforts basis. Consultant agrees to perform
the
Services in a good and xxxxxxx-like manner according to general industry
practices and to devote such time to these duties as the Company and Consultant
reasonably agree from time to time.
2. COMPENSATION
As
compensation for the Services to be performed hereunder, the Company agrees
to
pay Consultant a monthly fee of USD $15,000. Payments will commence after the
completion of the public launch. Payments shall be made by wire on a monthly
basis, no later than the tenth (10th) day from the date of the monthly invoice.
The Company will reimburse the Contractor for any expenses which have received
approval by the Company and/or its authorized representative prior to the
expense being incurred.
3. COMPANY
MATERIALS
Consultant
recognizes that all Company Materials (as defined below) made or received by
Consultant during the term of this Agreement are and shall be the exclusive
property of the Company, and Consultant shall keep the same at all times in
Consultant’s custody and subject to Consultant’s control, and shall surrender
the same to the Company immediately upon request of the Company and in any
event
upon any termination of this Agreement.
4. MAINTAINING
CONFIDENTIALITY
Consultant
agrees at all times during the term of his engagement with the Company and
thereafter to hold in strictest confidence, and not to use, except for the
benefit of the Company, or to disclose to any person, firm or corporation,
without the authorization of the Company, any trade secrets, confidential
knowledge, data or other proprietary information of the Company.
5. TERM
AND TERMINATION
The
term
of this Agreement shall commence as of the date hereof and will remain in full
force and effect up to and including March 31, 2008. Subsequent to March 31,
2008, this
Agreement will be renewable on a monthly basis. Either
party may terminate the agreement by giving 30 days prior written notice to
the
other. Expenses incurred with respect to services performed through the
effective date of termination in accordance with Section 2, will be paid by
the
Company.
6. INDEPENDENT
CONTRACTOR
Nothing
in this Agreement shall in any way be construed to constitute Consultant as
an
agent, employee or representative of the Company, but Consultant shall perform
the Services as an independent contractor. Under no circumstances shall
Consultant look to the Company as its employer, or as a partner, agent or
principal. Consultant will determine the method, details, and means of
performing the Services. Consultant shall pay, when and as due, any and all
taxes incurred as a result of its compensation hereunder, including estimated
income taxes.
7. INDEMNIFICATION
The
Company hereby agrees to indemnify and hold harmless the Consultant, from and
against all claims, liabilities, losses, damages, and expenses as incurred
(including reasonable legal fees and disbursements of counsel and the costs
of
Consultant professional time), joint or several (including actions or
proceedings in respect thereof) (collectively "Losses"), relating to or arising
out of the rendered services.
The
Company shall not, however, be liable under the foregoing indemnity agreement
to
the extent that any losses
are
determined by arbitration pursuant to Section 8 or are otherwise finally
determined, as the case may be, to have resulted primarily from the gross
negligence, willful misconduct or bad faith of the Consultant in connection
with
the Services.
8. ARBITRATION
Any
dispute or controversy arising under, out of, in connection with or in relation
to this Agreement and Consultant’s performance of the Services shall be
determined and settled by final and binding arbitration in Los Angeles,
California in accordance with the rules and procedures of the American
Arbitration Association, and judgment upon the award may be entered in any
court
having jurisdiction thereof.
9. NOTICES
Any
notice under this Agreement will be sent by certified or registered mail, return
receipt requested or by facsimile (provided that the sender received electronic
confirmation of receipt by recipient) to the address specified below or such
other address as the party specifies in writing.
IN
WITNESS WHEREOF, the parties hereto have caused to be executed or executed
this
CONSULTING AGREEMENT as of ____________________________________
MM DD YYYY
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THE
CONSULTANT:
Canadian
Nexus Ventures Ltd.
Signature:___________________________
|
THE
COMPANY
Signature:__________________________
|
|
Name:
Xxxx Xxxxxxxxx
|
Name:_____________________
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