EXHIBIT 4.3
CONSULTING AGREEMENT
AGREEMENT MADE THIS 13TH DAY OF JANUARY, 2004, BY AND BETWEEN XXXX X. XXXX., AN
INDIVIDUAL WHOSE PRIMARY PLACE OF BUSINESS IS 000 XXXXX XXXXX XXX., XXXXXXXX,
XXXXXXX 00000 ("JPN"), AND ZKID NETWORK., A CORPORATION WITH PRINCIPAL OFFICES
AT 0000 0XX XXXXXX, XXXXX 000, XXXXXXXX XXXX, XX 00000 (THE CLIENT).
WITNESSETH
WHEREAS, THE CLIENT IS A CORPORATION THAT REQUIRES THE DEVELOPMENT OF A
COMPREHENSIVE COMPUTER PROGRAM (THE "SYSTEM") MORE FULLY DESCRIBED IN EXHIBIT A.
AND REQUIRES THE ON GOING MAINTENANCE AND CONTENT UPDATES TO THIS SYSTEM. AND,
WHEREAS, JPN REPRESENTS THAT HE IS KNOWLEDGEABLE AND EXPERIENCED IN SETTING UP
SUCH SYSTEMS AND MANAGING AND OVERSEEING SUBCONTRACTORS TO COMPLETE VARIOUS
COMPONENTS OF THE OVERALL SYSTEM, SETTING UP BENCHMARKS, PROVIDING TESTING, AND
SETTING SPECIFICATIONS, AND IS WILLING AND CAPABLE OF PERFORMING SAME FOR THE
CLIENT.
NOW THEREFORE, BY REASON OF THESE PREMISES AND IN CONSIDERATION OF THE MUTUAL
COVENANTS HEREINAFTER SET FORTH, THE PARTIES HERETO AGREE AS FOLLOWS:
1. APPOINTMENT OF JPN:
1.1. THE CLIENT HEREBY APPOINTS JPN , TO PROVIDE THE SERVICES (MORE FULLY
DESCRIBED IN EXHIBIT A AND MADE A PART OF THIS AGREEMENT) UNDER THE TERMS AND
CONDITIONS SET FORTH HEREIN FOR A PERIOD OF TWELVE (12) MONTHS, WHICH WILL
AUTOMATICALLY BE EXTENDED FOR AN ADDITIONAL TWELVE (12) MONTHS UNLESS TERMINATED
UNDER THE TERMS SET FORTH BELOW IN SECTION 4.0 TERMINATION.
1.2. IF FOR ANY REASON THE CLIENT IS NOT ABLE TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT, JPN SHALL XXXX FOR AND BE PAID FOR ITS TIME AND EXPENSES
TO THAT POINT AND THIS AGREEMENT WILL BE TERMINATED, HOWEVER, ANY RESIDUAL
COMPENSATION DUE TO SALES SHALL CONTINUE AS SET FORTH IN PER PARAGRAPH 2.2
BELOW. ANY OUT-OF-POCKET EXPENSE ARE DUE UPON SUBMITTAL OF INVOICE.
1.3. JPN AGREES TO DEVOTE THE TIME, ATTENTION, KNOWLEDGE, AND SKILL
NECESSARY TO CARRY OUT ITS RESPONSIBILITY AS IT PERTAINS TO THE WORK ENCOMPASSED
IN EXHIBIT A ("SERVICES") OF THIS AGREEMENT.
2. COMPENSATION:
2.1.1. THE COMPENSATION TO BE PAID BY THE CLIENT UNDER THIS AGREEMENT SHALL
BE PAID TO JPN AT A RATE OF TWO HUNDRED AND FIFTY DOLLARS ($250.00) PER HOUR.
2.1.2. PAYMENTS SHALL BE DEDUCTED AGAINST A RETAINER THAT WILL INITIALLY BE
FUNDED BY CASH OR S-8 STOCK OF THE CLIENT VALUED AT FIFTEEN THOUSAND DOLLARS AND
CLIENT WILL BE NOTIFIED BY JPN BI-MONTHLY AS TO THE WORK PERFORMED AND THE
BALANCE OF THE RETAINER.
3. CONFIDENTIALITY:
3.1. BOTH JPN AND THE CLIENT AGREE THAT IT WILL NOT AT ANY TIME, OR IN ANY
FASHION OR MANNER DIVULGE, DISCLOSE OR OTHERWISE COMMUNICATE TO ANY PERSON OR
CORPORATION, IN ANY MANNER WHATSOEVER, ANY INFORMATION OF ANY KIND, NATURE, OR
DESCRIPTION CONCERNING ANY MATTERS AFFECTING OR RELATING TO THE BUSINESS OF EACH
OTHERS COMPANY. THIS INCLUDES ITS METHOD OF OPERATION, OR ITS PLANS, ITS
PROCESSES, OR OTHER DATA OF ANY KIND OR NATURE THAT THEY KNOW, OR SHOULD HAVE
KNOWN, IS CONFIDENTIAL AND NOT ALREADY INFORMATION THAT RESIDES IN THE PUBLIC
DOMAIN.
3.2. BOTH THE CLIENT AND JPN EXPRESSLY AGREE THAT CONFIDENTIALITY OF THESE
MATTERS IS EXTREMELY IMPORTANT AND GRAVELY AFFECT THE SUCCESSFUL CONDUCT OF
BUSINESS OF EACH COMPANY, AND ITS GOODWILL, AND THAT ANY BREACH OF THE TERMS OF
THIS SECTION IS A MATERIAL BREACH OF THIS AGREEMENT.
4. TERMINATION:
4.1. THE CLIENT AND/OR JPN HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AT
ANY TIME WITH 30 DAYS WRITTEN NOTICE FOR CAUSE, ON THE BASIS OF THE OTHER'S
INCOMPETENCE, MISCONDUCT, INATTENTION TO BUSINESS, OR NONCOMPLIANCE WITH THE
PROVISIONS OF THIS AGREEMENT.
4.2. THIS AGREEMENT MAY ALSO BE TERMINATED BY THE MUTUAL AGREEMENT OF THE
PARTIES, OR AFTER THE INITIAL TERM BY EITHER PARTY BUT MAY NOT BE TERMINATED
ARBITRARILY BY THE CLIENT. REGARDLESS OF THE REASON OF TERMINATION OF THIS
AGREEMENT, THE CLIENT AND JPN AGREES TO CONTINUE TO OBSERVE THE TERMS AND
CONDITIONS OF SECTION 2 AND 4 OF THIS AGREEMENT, AND THE CLIENT AGREES TO PAY
JPN ALL MONIES OWED.
5. ENTIRE AGREEMENT:
5.1. THIS WRITTEN AGREEMENT CONTAINS THE SOLE AND ENTIRE AGREEMENT BETWEEN
THE PARTIES. IT SUPERSEDES ANY AND ALL OTHER AGREEMENTS BY AND BETWEEN THE
PARTIES. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER HAS MADE ANY
REPRESENTATION WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR INDUCED
IN ANY WAY THE EXECUTION AND DELIVERY OF THIS AGREEMENT EXCEPT AS EXPRESSLY
STATED IN THE TERMS OF THIS AGREEMENT. THE PARTIES FURTHER ACKNOWLEDGE THAT ANY
PREVIOUS STATEMENTS OR REPRESENTATIONS MADE BY EITHER PARTY TO THE OTHER ARE NOW
NULL AND VOID AND OF NO EFFECT.
6. ARBITRATION:
6.1. IT IS AGREED BY THE PARTIES THAT DISPUTES ARISING OUT OF THE EXECUTION
OR INTERPRETATION OF THIS AGREEMENT SHALL BE ARBITRATED UNDER THE RULES OF THE
AMERICAN ARBITRATION ASSOCIATION WITH MEETINGS HELD IN ORLANDO, FL. IF LEGAL
ACTION IS TAKEN TO ENFORCE THIS AGREEMENT, THE PREVAILING PARTY SHALL BE
ENTITLED TO RECOVER REASONABLE ATTORNEY FEES, INTEREST, IF APPLICABLE, PLUS
ARBITRATION COST FOR THE EXPENSE OF COLLECTION OR DEFENSE OF THE ACTION AT THE
DISCRETION OF THE ARBITRATOR(S).
7. JURISDICTION:
7.1. THIS AGREEMENT SHALL BE DEEMED EXECUTED IN THE STATE OF FLORIDA AND
SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE
DAY AND YEAR FIRST ABOVE WRITTEN.
E X H I B I T A
(GENERAL SERVICES)
THIS EXHIBIT IS A PART OF AN AGREEMENT THIS 13TH DAY OF JANUARY, 2004, BY AND
BETWEEN XXXX X. XXXX., AN INDIVIDUAL WHOSE PRIMARY PLACE OF BUSINESS IS 000
XXXXX XXXXX XXX., XXXXXXXX, XXXXXXX 00000 ("JPN"), AND ZKID NETWORK., A
CORPORATION WITH PRINCIPAL OFFICES AT 0000 0XX XXXXXX, XXXXX 000, XXXXXXXX XXXX,
XX 00000 (THE CLIENT).
SERVICES TO BE PROVIDED:
THE SERVICES LISTED BELOW ARE AVAILABLE TO THE CLIENT DURING THE TERM OF THIS
AGREEMENT AND MSI WILL WORK CLOSELY WITH THE CLIENT TO SET PRIORITIES AND
OBJECTIVES TO BE ACCOMPLISHED DURING THIS ENGAGEMENT.
A) ASSIST IN OVERSEEING SOFTWARE CONTRACTORS OF THE CLIENT. INCLUDING ANY
RE-CREATION OF ITS CORPORATE WEBSITE.
B) GENERAL BUSINESS CONSULTING (ANSWERING QUESTIONS, GIVING ADVISE,
INTRODUCTIONS, ETC.) AS REQUIRED
C) LAYOUT TIME AND ACTION LINE TO ACHIEVE CLIENT'S OBJECTIVES
D) ANALYZE, EVALUATE AND DO PRELIMINARY DUE DILIGENCE ON ANY
MERGER/ACQUISITION CANDIDATES AS REQUIRED.
CLIENT XXXX XXXX
/S/ XXXX XXXXXXXXXXX /S/ XXXX XXXX
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XXXX XXXXXXXXXXX XXXX XXXX
ZKID NETWORK COMPANY
