CONSULTING AGREEMENT
AGREEMENT, made this Monday, 17th day of January, 2005 by and between Electric
Moto Corp. hereinafter "'the Company" and Xxxx Xxxxx and Xxxx Xxxxxxxxx
hereinafter the "Consultants".
WHEREAS, the Company desires to obtain Consultants services in connection with
the Company's business affairs and Consultants are willing to undertake to
provide such services as hereinafter fully set forth;
AND WHERAS, the Consultants have substantial experience in the areas of
financial consulting, the identification and negotiation of mergers and
acquisitions and public relations;
WITNESSETH
NOW THEREFORE, the parties agree as follows:
1. TERM: The term of this Consulting Agreement shall be for a six (6) month
period with the right to extend it commencing upon the execution hereof by all
parties.
2. NATURE OF SERVICES: During the term of this Agreement Consultants shall
provide, inter alia, the following services and do the following things in a
timely manner:
a.) It is understood that you will work very closely with our firm in
establishing the proper connection and introductions in the related field.
3. IT IS AGREED that the Consultants services will not include any services
that constitute the rendering of 1egal opinions or performance of work that is
in the ordinary purview of a certified public accountant or any work that is the
ordinary purview of a registered broker/dealer. Further the Consultant's
services will not include anything that would be construed as being in
connection with the offer or sale of securities in a capital raising transaction
or direct1y or indirectly promoting or maintaining a market for the Company's
securities.
4. COMPENSATION: The Company agrees to compensate the Consultant as follows:
a.) Upon execution of this Agreement, the Company shall issue to Consultants
4,000,000 shares (four million shares) of the Company's common stock and
1,100,000 options (one million one hundred thousan options) to be cashless
exercised at .50(fifty cents) strike price, with a 2 year (two year) maturity
date. Such shares and options shall be immediately filed under a SB-2
registration by Electric Moto.
5. LIABILITY OF CONSULTANT: In furnishing the Company with management advice
and other services as herein provided, neither Consultant nor any officer,
director or agent thereof shall be liable to the Company or its creditors for
errors of judgment or for anything except malfeasance, bad faith or gross
negligence in the performance of its duties or reckless disregard of its
obligations and duties under the terms of this agreement.
It is further understood and agreed that Consultants may rely upon
information furnished to it reasonably believed to be accurate and reliable and
that except as herein provided, Consultants shall not be accountable for any
loss suffered by the Company by reason of Company's actions or non-action on the
basis of any advice, recommendation or approval of Consultants, its employees or
agents.
The parties further acknowledge that Consultants undertakes no
responsibility for the accuracy of any statements to be made by management
contained in press releases or other communications, including but not limited
to, filings with the Securities and Exchange Commission and the National
Association of Securities Dealers.
6. CONFIDENTIALITY: During the term of this Agreement, the Company may
disclose or make known to the Consultants, and the Consultants be given access
to or may become acquainted with, certain information, trade secrets or both,
all relating to or useful in the Company's business or the business of its
Affiliates, and which the Company considers proprietary and desires to maintain
confidential. The Consultants may be required to assemble certain data in
various forms at the direction of the Company. All such information, trade
secrets, data and the like, in any and all forms, whether previously existing or
prepared by the Consultants, are hereinafter collectively referred to as
"Information."
7. INDEMNIFICATION: The Consultants shall indemnify, defend and hold harmless
the Company from and against all claims, losses, costs, damages and expenses,
including, without limitation, attorneys' fees and costs, incurred by the
Company resulting from or arising in connection with any intentional or willful
misconduct by the Consultants arising out of or related to the Consultants
activities under this Agreement. This section shall survive termination of this
Agreement regardless of the reason for such termination.
The Company shall indemnify, defend and hold harmless the Consultants from and
against all claims, losses, costs, damages and expenses, including. without
limitation, attorneys' fees and costs, incurred by the Consultants resulting
from or arising in connection with any intentional or willful misconduct by the
Company or any misrepresentation or concealment of a material fact supplied in
written materials provided by Company to the Consultants for use in performing
the Consultant's duties hereunder. This section shall survive termination of
this Agreement regardless of the reason for such termination.
9. BREACH OF CONTRACT: The sole remedy of the Company in respect of any
material breach of this Agreement by Consultants shall be to terminate this
Agreement upon the giving of five (5) days prior written notice, in which event
all unexercised or partially exercised options shall be null and void and of no
effect.
10. INDEPENDENT CONTRACTOR: "The Consultants is and shall be an independent
contractor and is not and shall not be deemed or construed to be an employee of
the Company by virtue of this Agreement. Neither the Consultants, nor the
Company shall hold the Consultants out as an agent, partner, officer, director,
or other employee of the Company in connection with this Agreement or the
performance of any of the duties, obligations or performances contemplated
hereby and the Consultants further specifically disclaims any and all rights to
any equity interest in or a partnership with the Company by virtue of this
Agreement or any of the transactions contemplated hereby.
11. HEADINGS: The headings in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
12. SEVERABILITY: If any provision of this Agreements or any other agreement
entered into pursuant thereto is contrary to, prohibited by or deemed invalid
under applicable law or regulation, such provision shall be inapplicable and
deemed omitted to the extent so contrary, prohibited or invalid., but the
remainder hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible. If any provision of this Agreement may be
construed in two or more ways, one of which would render the provision invalid
or otherwise voidable or unenforceable and another of which wou1d render: the
provision valid and enforceable, such provision shall have the meaning which
renders it valid and enforceable. Without limiting the generality of the
foregoing, in the event the duration, scope or geographic area contemplated by
this Agreement are determined to be unenforceable by a court of competent
jurisdiction, the parties agree that such duration, scope or geographic area
shall be deemed to be reduced to the greatest scope, duration or geographic area
which will be enforceable.
13. NOTICES: All notices, requests, consents and other communications required
or permitted under this Agreement shall be in writing (including electronic
transmission) and shall be (as elected by the person giving such notice) hand
delivered by messenger or courier service, electronically transmitted or mailed
(airmail if international) by registered or certified mail (postage prepaid),
return receipt requested, addressed to:
Company:
Electric Moto Corporation
0000 Xxxx Xxxx
Xxxxxxx, Xxxxxx 00000
Consultants:
Xxxx Xxxxx
Xxxx Xxxxxxxxx
0000 Xxx Xxxxxx Xxxxx
Xxxxx, Xx
00000
XXX
14. MISCELLANEOUS:
a.) All final decisions with respect to consultation, advice and services
rendered by Consultants to the Company shall rest exclusively with the Company.
b.) This Agreement and any additional agreements executed concurrently therewith
represent the entire understanding and agreement between the parties with
respect to the subject matter hereof, and supersede all other negotiations,
understandings and representations (if any) made by and between such parties.
Any controversy or claim arising out of or related to this Agreement shall be
settled by arbitration in accordance with the rules and under the auspices of
the American Arbitration Association; and any arbitration shall be conducted in
the city of Dallas in the State of Texas. c) Should either consultant be
notified that it is under a formal investigation by any regulatory body or
should either consultant be named in a legal action or administrative procedure
by the Securities and Exchange Commission prior to the effective date of the
above mentioned registration, the Company, can, at its sole discretion,
terminate this agreement with that party. Should the Company terminate this
agreement as per one or both Consultants pursuant to this clause, all stock and
options granted to that person shall be cancelled with no liquidated damages due
Consultant.
IN WITNESS WHEREOF, the authorized representatives of the parties hereto have
executed this Agreement as of the date set forth above. This agreement replaces
any and all agreement in the past.
Electric Moto Corporation
By: s/s Xxx Xxxxxxx
Xxx Xxxxxxx, Chairman & CEO
CONSULTANTS
s/s Xxxx Xxxxx
Xxxx Xxxxx
s/s Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
