CONSULTING AGREEMENT
This Agreement is made and entered into as of July 6, 2001 by and
between XXX FORIGO, XXXXXX XXXXXXX, XXXX XXXXXXX AND XXXXXXXX XXXXX (hereinafter
collectively referred to as the "Consultants"), persons residing in and pursuant
to the laws of Alberta and MONEYFLOW SYSTEMS INTERNATIONAL INC., a Company duly
incorporated pursuant to the laws of Nevada (hereinafter referred to as the
"Company").
WHEREAS, the Company is desirous of the Consultants performing certain tasks on
its behalf as more specifically stated in the Appendices attached hereto; and
WHEREAS, the Consultants have reviewed the attached Appendices and are
desirous of performing the stated tasks for the Company; and
WHEREAS, both parties hereto have agreed each with the other that the
Consultants will perform the tasks stated in the attached Appendices upon the
terms and conditions hereinafter recited.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES THAT:
1. The Appendices attached hereto and marked as Appendix A through F
respectively are incorporated herein by this reference and are
integral parts of this Agreement and the duties herein stated are
binding upon the parties hereto.
2. Upon execution of this Agreement, the Consultants shall immediately
commence:
A. Construction of the [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in
accordance with the provision of Appendix A;
B. [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] to [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] parties as provided for in Appendix B;
C. Construction of [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
related to the Company and its products in accordance with the
provisions of Appendix C;
D. Solicited [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] to [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE
COMMISSION] and institutions in accordance with the provisions
of Appendix D;
E. Initiate [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] of [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION], [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] in accordance with the
provisions of Appendix E;
F. Create an [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] as provided for
in Appendix F.
3. The initial term of this Agreement shall be [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] from the date of execution hereof. The parties hereto
shall have the option of renewing this Agreement for a further
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] upon mutual agreement anytime
before the expiration of the initial term.
4. Notices. Where it is required in the agreement that notice be given,
the notice shall be in writing and shall be delivered in person, or
sent by registered mail, postage prepaid or by way of facsimile
transmission, to the parties at the following addresses:
To the Company:
Xxx Xxxxxxx, President
Moneyflow Systems International
#3, Bldg. F 0000-0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Fax: (000) 000-0000
With a Copy to:
Xxxxxxx X. Xxxxx, Esq.
00000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
Fax: (000) 000-0000
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To the Consultants:
412-22-Avenue N.E.
Xxxxxxx, Xxxxxxx X0X 0X0
Fax: (000) 000-0000
5. This Agreement is personal to the parties hereto and may not be
assigned to any other person, partnership, corporation or
association without the prior written consent of the other party.
6. The Company acknowledges that the Consultants in performing the
services noted in the attached Appendices are relying exclusively
upon the information provided them by the Company and therefore,
notwithstanding anything to the contrary herein contained, the
Company acknowledges that it is solely responsible for the
truthfulness of the information provided to the Consultants.
Should any of the provided information be incorrect, resulting in
injury to the Consultants from its inaccuracy or material
omission, the Company agrees to indemnify and hold harmless
Consultants from its inaccuracy or material omission, the Company
agrees to indemnify and hold harmless Consultants, its Officers,
Directors, Agents, Employees or Assigns from any and all
liability arising from the performance of the Consultants duties
herein which uses said inaccurate or materially misleading
Company information.
7. Not to restrict paragraph 5, the Company further acknowledges
that it has a duty to review any and all information prepared by
the Consultants and Consultants agree to provide the Company and
its counsel with drafts of all written material for review and
approval before publication. Therefore, any and all errors
and/or omissions contained in any of the documents provided to
the Company by the Consultants, to the extent that the errors or
omissions are the fault of the Company, are hereby waived in
their entirety and the Company agrees to indemnify and hold
Consultants harmless for the same should they occur and waives
any action it can or may have against Consultants, its Agents,
Employees, Directors, Officers or Assigns for any damage or loss
occasioned as a result of any said errors and/or omissions
originating from the Company and further should any damage be
occasioned to any third party as a result of any said error or
omission originating from the Company, the Company agrees to
indemnify and hold harmless Consultants, its Directors, Officers,
Employees, Agents or Assigns for any and all said damages,
including, but not limited to, legal fees incurred.
8. The Consultants agree to indemnify and hold the Company harmless
because of any claims, or other litigation, whereby the Company
believes it is required to defend itself, due to an alleged
misrepresentation promulgated by the Consultants, relating to the
Company and its products or services. In addition, the Company
and the Consultants shall each be excused from performance due to
any act of God, fire, strike, riot, civil disobedience,
insurrection, boycott, act of public authorities, delay or
default caused by public common carriers, inability to obtain raw
materials, computer related equipment outages, or other causes
beyond
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reasonable control, provided the Company and the Consultants shall
take all steps reasonably necessary to effect prompt resolution of
the inability to perform the Agreement.
9. The Consultants shall have the right hereunder to conduct
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] of the Company's
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] it deems necessary in order
for it be assured that the Company is following the terms and the
spirit of this Agreement. In the event that the Consultants, in
the course of their [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], form the
reasonable belief that the Company is or may not be able to
fulfill its obligations hereunder, such as not having sufficient
inventory available to satisfy consumers' needs or is conducting
its business affairs in a manner not consistent with the
standards and the ethics of typical business, the [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] by the Company and the Consultants shall, at
their sole option, be entitled to forthwith terminate this
Agreement without Notice or Penalty.
10. This Agreement shall be governed by the laws of the Province of
Alberta and any court proceedings commenced hereunder shall be
commenced and concluded at the venue of Consultant's direction
within the Province of Alberta and that should any legal action
be commenced by the Company against the Consultants, the Company
shall provide the Consultants with [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
to the Consultants to select venue within the Province of Alberta
to commence its action. Should the Consultants refuse or neglect
to advise the Company of said venue within the time period noted
herein, then the Company shall be at liberty to select is own
venue within the Province of Alberta.
11. Should any provision of this Agreement be ruled invalid,
unenforceable or illegal, then and in that event the offending
provisions shall be struck here from and be of no further force and
effect but that the remainder of the Agreement shall remain in full
force and effect.
12. In [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] of the Consultants performing
the services noted in the attached Appendices, the Company shall
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION], subject to the approval of
the Company's Board of Directors, after a review of the
Consultant performance to that point. The [CONFIDENTIAL PORTION
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DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION].
13. The parties acknowledge each to the other that this Agreement has
been approved by each party's Board of Directors and is a binding
Agreement on both parties as evidenced by the execution hereof by an
authorized signatory of each party.
Per:
-------------------------- ---------------------------
Xxxxxx Xxxxxxx Xxx Forigo
-------------------------- ---------------------------
Xxxxxxxx Xxxxx Xxxx Xxxxxxx
The Company:
--------------------------
Xxx Xxxxxxx, President
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Appendix A
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Appendix B
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Appendix C
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Appendix D
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION]
Appendix E
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Appendix F
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
