CONSULTING SERVICES AGREEMENT
FOR LEGAL SERVICES
THIS CONSULTING SERVICES AGREEMENT FOR LEGAL SERVICES (this "Agreement"), dated
as of JANUARY 6, 2004, between MicroSignal Corporation, a Nevada corporation
(the "Company"), and XXXXXX X. XXXX, ESQ. ("Attorney"), an individual.
WITNESSETH:
WHEREAS, Company desires to retain Attorney to consult and advise the Company,
and Attorney is willing to provide such services:
NOW, THEREFORE, in consideration of the mutual undertakings contained herein,
the parties agree as follows:
Consulting Arrangement. The Company hereby engages Attorney as an independent
contractor and not as an employee, to render consulting services to the Company
as hereinafter provided and Attorney hereby accepts such engagement for a period
commencing on execution of this Agreement and ending on December 31, 2004.
Attorney agrees that Attorney will not have any authority to bind or act on
behalf of the Company except in the course of representation of the Company as
its attorney. Attorney shall at all times be considered an independent
contractor hereunder. Neither Attorney nor his employees will be considered by
reason of the provisions of this Agreement or otherwise as being an employee of
the Company or as being entitled to participate in any health insurance,
medical, pension, bonus or similar employee benefit plans sponsored by the
Company for its employees.
Services Rendered and to be Rendered by Attorney
1. Subject to the terms and conditions of this Agreement, the Company hereby
engages the Attorney, and Attorney hereby accepts the engagement, to provide
legal advice, counsel, analysis and recommendations (the "Services") to the
Company in relation to general corporate law, transactional matters, the
securities laws, copyright, trademark and patent matters, specific litigation
matters identified separately, and any other legal representation which the
Company and Attorney subsequently agree to include in this Agreement based upon
the circumstances and needs of the Company.
During the term of this Agreement, Attorney shall render such consulting
services as the Company from time to time reasonably requests, which services
shall include but not be limited to those rendered by Attorney to Company prior
to the date hereof; provided that: To the extent practicable such services shall
be furnished only at such time and places as are mutually satisfactory to the
Company and Attorney.
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Duties of Company
1. Subject to the terms and conditions of this Agreement, Company shall take all
actions necessary to obtain and maintain a qualification for quotation or
listing on the over the counter bulletin board, including:
2. Timely filing of all required SEC reports, including all required financial
information.
3. Compliance with all existing and any proposed or new qualification or listing
requirements on the over the counter bulletin board.
4. Company shall not enter into any binding commitments, obligations or
agreements which relate directly to Attorney without prior notice and
opportunity to review given to Attorney.
5. Company shall promptly furnish to Attorney upon request any requested
information, written or oral, concerning the business and affairs of the Company
reasonably related to services to be rendered by Attorney hereunder.
6. Company shall promptly comply with all reasonable requests of Attorney under
this Agreement.
7. Notwithstanding the provisions of this agreement, any failure of Company to
fully and completely comply with all Company's duties hereunder shall give
Attorney the right to immediately and without notice terminate this Agreement
and retain all shares issued to Attorney hereunder, which shall be deemed fully
earned by Attorney in the event of such termination. All of Company's
agreements, representations, warranties, duties and obligations under this
Agreement shall survive any such termination.
9. Time is of the essence for Company in this provision concerning Company's
Duties.
10. Compensation and Expenses. For the Services provided and to be provided by
the Attorney, the Company shall compensate the Attorney by delivering to the
Attorney, Two Million Five Hundred Thousand shares of the common stock of the
Company ("Common Stock") that is Freely Tradeable (as hereinafter defined),
which is fully earned upon execution of this Agreement.
"Freely Tradeable" means shares that may be sold at any time by the Attorney
free of any contractual or other restriction on transfer and which have been
appropriately listed or registered for such sale on all securities markets on
any shares of the Common Stock are currently so listed or registered. The
Company will register a sufficient number of shares to pay the compensation set
forth herein by filing a registration statement with the Securities Exchange
Commission on or before the effective date of this agreement.
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ATTORNEY CLIENT RELATIONSHIP
The following policies with respect to Attorney's representation in general
applies to Company:
A. Scope of Representation. Attorney shall keep Company reasonably informed
about the status of each matter, shall explain each matter to the extent
reasonably necessary for Company to make informed decisions regarding Attorney's
representation, and shall abide by Company's decisions concerning the objectives
of representation, subject to the limitations imposed on Attorney by the Rules
of Professional Conduct.
B. Confidentiality. All confidences or secrets communicated by Company to
Attorney and legal professionals of Attorney's firm shall not be revealed,
unless Company consents after consultation, except for disclosures that are
impliedly authorized in order to carry out Attorney's legal representation and
subject to the limitations imposed by the Rules of Professional Conduct.
C. Conflict of Interest. The Rules of Professional Conduct provide severe
penalties for an attorney who fails to disclose a conflict of interest to a
client. There is always a potential conflict of interest whenever an attorney
represents more than one party in a transaction. Therefore, our representation
of Company is based upon the mutual understanding that Attorney does not
currently have any known conflict of interest in representing the Company.
D. Termination. You have the right to terminate Attorney's representation of the
Company at any time. Attorney has the same right, subject to an obligation to
give the Company reasonable notice to arrange alternative representation. On
termination, all fees and costs incurred prior to termination shall be paid
promptly. Thereafter, Attorney will deliver original documents entrusted to
Attorney. The Company may obtain copies of any additional documents in
Attorney's files upon request and payment of photocopying charges.
General Provisions
1. Successors and Assigns. This Agreement is binding upon and inures to the
benefit of the Company and its affiliates, successors and assigns and is binding
upon and inures to the benefit of Attorney and his successors and assigns;
provided that in no event shall Attorney's obligations to perform the Services
be delegated or transferred by Attorney without the prior written consent of the
Company.
2. Term. This Agreement shall commence on the date hereof and, unless sooner
terminated in accordance with the provisions hereof, shall expire on the date
set forth xxxx. However, the Agreement may be extended by mutual written
consent.
3. Arbitration Option. Pursuant to State Law, the Company has the right to elect
arbitration of any dispute arising from this Agreement.
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4. Independent Contractor Relationship. Attorney and the Company are independent
contractors and nothing contained in this Agreement shall be construed to place
them in the relationship of partners, principal and agent, employer/employee or
joint ventures. Neither party shall have the power or right to bind or obligate
the other party, nor shall it hold itself out as having such authority.
5. Indemnification. Company shall indemnify and hold harmless the Attorney from
and against any and all losses, damages, liabilities, reasonable attorney's
fees, court costs and expenses resulting or arising from any third-party claims,
actions, proceedings, investigations, or litigation relating to or arising from
or in connection with this Agreement, or any act or omission by Company.
6. Notice. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given (i) when delivered, if personally delivered, (ii) when sent
by facsimile transmission, when receipt therefore has been duly received, or
(iii) when mailed by United States registered mail, return receipt requested,
postage prepaid, or by recognized overnight courier, addressed set forth in the
preamble to this Agreement or to such other address as any party may have
furnished to the other in any writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.
7. Miscellaneous. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by authorized officers of each party. No waiver by either party hereto
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the internal
laws of the State of Nevada. Any controversy arising under or in relation to
this Agreement shall be settled by binding arbitration in Las Vegas, Nevada, in
accordance with the laws of the State of Nevada and the rules of the American
Arbitration Association.
8. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
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9. Severability. If in any jurisdiction, any provision of this Agreement or its
application to any party or circumstance is restricted, prohibited or
unenforceable, such provision shall, as to such jurisdiction, be ineffective
only to the extent of such restriction, prohibition or unenforceability, without
invalidating the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or its application
to other parties or circumstances. In addition, if any one or more of the
provisions contained in this Agreement shall for any reason in any jurisdiction
be held to be excessively broad as to time, duration, geographical scope,
activity or subject, it shall be construed, by limiting and reduction it, so as
to be enforceable to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Company
and Attorney as of the date first written above.
Signature of Attorney
Name: XXXXXX X. XXXX, ESQ.
Signature: /s/ Xxxxxx X. Xxxx
Signature of Company
MicroSignal Corporation
Signature: /s/ Xx. Xxxxxxxx Madoff
Title: President/CEO
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