MANAGEMENT AND GOVERNANCE CONSULTANT AGREEMENT
Exhibit
10.11
THIS AGREEMENT dated effective
February 13, 2009 is made:
BETWEEN:
American ▇▇▇▇▇-▇▇▇▇▇▇,
Inc.
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
(referred
to as the "Company")
AND:
▇▇▇▇▇▇▇▇▇▇▇ Capital
Partners
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇,
▇▇▇▇▇
(referred
to as "Consultant")
1. Consultation
Services.
The
Company hereby engages the Consultant to perform the following services in
accordance with the terms and conditions set forth in this Agreement: The
Consultant will consult with the officers and employees of the Company
concerning matters relating to corporate management and governance, including
day-to-day operations, accounting, regulatory compliance, marketing and investor
relation services.
2. Terms of
Agreement.
The term
of this Agreement will commence February 13, 2009 and will continue until
February 13, 2010. Either party may terminate this Agreement by giving the other
party thirty (30) days written notice delivered by registered mail or confirmed
email.
3. Place Where Services Will Be
Rendered.
The
Consultant will perform most services in accordance with this Agreement at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇. In addition, the
Consultant will perform services on the telephone and at such other places as
designated by the Company to perform these services in accordance with this
Agreement.
4. Payment to
Consultant.
The
Consultant will be paid in advance on the 1st day of each month at the rate of
Two Thousand, Five Hundred Dollars in US funds (US$ 2,500.00) per month for work
performed in accordance with this Agreement, such amount to be inclusive of all
disbursements, including basic travel, printing, postage, long distance
telephone charges and other related costs as reasonably incurred by the
Consultant for the purpose of the provision of the Consultant's services to the
Company; Provided that the Consultant issues an invoice to the Company on or
before the first day of each month of the term. In the event extended travel is
required, the Consultant can submit additional receipts regarding such travel to
the Company for reimbursement consideration and providing that the disbursements
must be submitted once per month and will only be reimbursed once per month. in
the event the Consultant is aware that a certain disbursement will be in excess
of $500.00, he must submit for approval by the Company in advance of its having
been incurred The Consultant has the right to ask the Company for an advance
payment, if appropriate, to pay for certain disbursements that have been
pre-approved by the Company.
5. Independent
Contractor.
Both the
Company and the Consultant agree that the Consultant will at all times act as an
independent contractor in the performance of its duties under this Contract.
Accordingly, the Consultant shall be solely responsible for payment of all taxes
including Federal, State and local taxes arising out of the Consultant's
activities in accordance with this Agreement, including by way of illustration
but not limitation, Federal and State income tax, business tax, and any other
taxes or business license fees as may be required to be paid.
6. Confidential Information and
Non-Competition.
The
Consultant agrees that any information received by the Consultant or ▇▇▇▇ ▇▇▇▇▇▇
during the performance of the Consultant's obligations pursuant to this
Agreement or otherwise, regarding the business, financial, technological or
other any other affairs of the Company or its personnel will be maintained by
the Consultant and ▇▇▇▇ ▇▇▇▇▇▇ as strictly confidential and will not be revealed
by the Consultant or ▇▇▇▇ ▇▇▇▇▇▇ to any other persons, firms, organizations or
other entities whatsoever. This covenant shall survive the termination of this
Agreement.
The
Consultant agrees that during the term of this Agreement and thereafter, it and
▇▇▇▇ ▇▇▇▇▇▇ will not compete or attempt to compete with the business or
technology of the Company or in any other respects whatsoever.
7. Employment of
Others.
The
Company may from time to time request that the Consultant arrange for the
services of others. All costs to the Consultant for those services will be paid
by the Company.
8. Signatures.
Both the
Company and the Consultant agree to the above Contract.
9. Entire
Agreement.
This
agreement contains the entire agreement between the parties hereto with respect
to the Consultant's engagement by the Company and supersedes any prior oral or
written agreements or understandings with respect hereto.
10. Notices.
All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be delivered personally, sent be recognized overnight courier
or sent by registered or certified mail, return receipt requested, to the other
parties hereto at his or its address as set forth above, and shall be deemed
given when delivered, or if sent by registered or certified mail, five (5) days
after mailing. Any party may change the address to which notices, requests,
demands, and other communications hereunder shall be sent by sending written
notice of such change of address to the other parties in the manner above
provided.
11. Successors and
Assigns.
Subject
to the terms of Paragraph 7, this Agreement shall inure to the benefit of, and
be binding upon, the successors and assigns of the party hereto.
11. Amendment.
No
amendment of any provision of the Agreement, or consent to any departure
therefrom, shall be effective unless in writing and executed by both parties
hereto.
12. Waiver.
The
waiver by the Company of any breach of any term or condition of the Agreement
shall not be deemed to constitute the waiver of any other breach of the same or
any other term or condition hereof.
13. Severability.
Each of
the terms and provisions of this Agreement is to be deemed severable in whole or
in part and, if any terms or provision or the application thereof in any
circumstances should be invalid, illegal or unenforceable, the remaining terms
and provisions or the application of such term or provision to circumstances
other than those as to which it is held invalid, illegal or unenforceable shall
not be affected thereby and shall remain in full force and effect.
14. Governing
Law.
This
agreement and the enforcement thereof shall be governed and controlled in all
aspect by the laws of the State of Nevada.
15. Counterparts.
This
Agreement may be executed in several counterparts and all so executed shall
constitute one agreement binding on all the parties hereto, notwithstanding that
all the parties are not signatories to the original or the same
counterpart.
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AMERICAN
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CAPITAL PARTNERS
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