CONSULTING AGREEMENT
Date: May 14, 1999
Consultant: Indus, Inc. dba Industar Digital PCS
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Company: i Link Telecom (BC) Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX
Company and Consultant Agree:
Term of Consulting Service: From 5/15/99 to 6/30/99
1. Scope of Work
Consultant will perform the consulting services for Company or one of its
affiliated corporations (together, the "Company") described in Schedule 1 (the
"Services").
2. Compensation
Company will pay Consultant a fifty thousand dollar ($50,000) consulting fee as
follows:
$15,000 on or before May 28
$10,000 on or before June 15
$10,000 on or before June 30
$15,000 on or before July 15
The total fee (excluding the direct payment by Company of all travel expenses
requested by Consultant under this agreement) may not exceed fifty thousand
dollars ($50,000) without the prior written approval of Company.
3. Manner of Performance
Consultant has the requisite expertise, ability, and legal right to render the
Services and will perform the Services in an efficient manner. Consultant will
abide by all laws, rules, and regulations that apply to the performance of the
Services, including applicable requirements regarding equal employment
opportunity and the provisions of Executive Order 11246 and related rules. Each
of Consultant's employees performing Services will have the expertise to perform
assigned Services in an efficient manner.
The Consultant shall provide the Company with any materials prepared in
conjunction with this Agreement that are intended to be externally distributed
prior to such distribution and the Consultant further agrees that the
distribution of all such materials shall be subject to prior approval by the
Company.
4. Confidentiality In the course of this agreement, it is anticipated
that Consultant will learn information that Company regards as confidential or
proprietary. Consultant will keep confidential this information which Consultant
may acquire with respect to Company's business, including, but not limited to,
information developed by Consultant and information relating to new products,
customers, pricing, know-how, processes, and practices, unless and until Company
consents to disclosure, or unless such knowledge and information otherwise
becomes generally available to the public through no fault of Consultant.
Consultant will not disclose to others, without Company's consent, the fact that
it is acting on behalf of Company. This undertaking to keep information
confidential will survive the termination of this agreement for a period of one
(1) year. At the termination of this agreement, Consultant will return to
Company all drawings, specifications, manuals, and other printed or reproduced
material (including information stored on machine-readable media) provided by
Company to Consultant and all copies of such information made by Consultant or
its employees.
5. Conflicts of Interest
Consultant represents that it has advised Company of any relationship with third
parties which would prevent Consultant from carrying out the terms of this
agreement.
6. Independent Contractor
Consultant is an independent contractor, not an employee or agent of Company.
Nothing in this Consulting Agreement shall render Consultant, or any of its
agents or employees, an employee or agent of Company, nor authorize or empower
Consultant or its agents or employees to speak for, represent, or obligate
Company in any way. Company recognizes that Consultant retains all the rights
and privileges of an employer, including, but not limited to, the right to hire,
direct, discipline, compensate and terminate its employees assigned to the
Company account. Consultant assumes any and all liabilities regarding ss. 1706
of the Tax Reform Act of 1986 and ss. 414(n) of the Internal Revenue Code of
1986.
7. Ownership of Developments
All written materials and other works which may be subject to copyright and all
patentable and unpatentable inventions, discoveries, and ideas (including, but
not limited to, any computer software) which are made, conceived, or written by
Consultant during the term of this agreement, and for ninety (90) days after it
expires, and which are based upon the Services performed by Consultant for
Company (Developments) shall remain Consultant's property.
8. Disclosures to Company
If during the term of this agreement Consultant discloses any copyrightable
works, inventions, discoveries or ideas to Company which were conceived or
written prior to this agreement or which are not based upon the Services
performed by Consultant for Company under this agreement, Company will have no
liability to Consultant because of its use of such works, inventions,
discoveries, or ideas, except liability for infringement of any valid copyright
or patent now or hereafter issued thereon.
9. Term
The term of this agreement is as specified on the first page of this agreement,
but in no event will the term of this agreement extend beyond sixty (60) days
from the date of this agreement.
10. Termination
Company may terminate this Consulting Agreement effective the day of notice by
giving Consultant written notice of termination if Consultant:
1) Fails to provide the standard of performance of Services that
substantially meets Company's reasonable expectations; or
2) Fails at any time to provide the contracted Services defined in
Schedule 1.
11. General
No assignment by Consultant of this agreement or any sums due under it will be
binding on Company without Company's prior written consent. This agreement may
not be changed or terminated orally by or on behalf of either party. In the
event either party breaches this agreement, the other party will have the right
to terminate the agreement. In the event of the actual or threatened breach of
any of the terms of paragraph 4, Company will have the right to specific
performance and injunctive relief. The rights granted by this paragraph are in
addition to all other remedies and rights available at law or in equity. This
agreement shall be construed according to the laws of Wisconsin for contracts
made within that state.
Agreed By:
i Link Telecom, Inc. Indus, Inc. dba Industar Digital PCS
By: By:
---------------------- -----------------------
Xxxx Xxxxxxxxxxxxx Xxxxxxx Xxxxxxxx
By:
----------------------
Xxxxx X. Xxxxxxxx
SCHEDULE 1
Assist in the following tasks:
o Provide leadership in the development of the business strategy
o Based on the strategic focus, and in cooperation with other principals,
write the business plan for the organization which addresses the following
topics--
|X| Staffing, compensation and responsibilities for the following business
functions:
- Executive team
- Human Resources
- Regulatory and legal
- Engineering
- Sales and marketing
- System operations
- Data processing
- Finance and accounting
- Customer Service
- Strategic planning
- Distribution
|X| Develop subscriber forecast
|X| Develop Revenue and Expense Projections
|X| Assist in negotiation of interconnection and cell site backhaul
agreements
