CONSULTING SERVICES AGREEMENT
Exhibit 10.91
This Consulting Services Agreement is entered into this 5th day of July, 2013 by and between National Automation Services, Inc, a Nevada corporation (“Client”) and Mass Media 77 LTD, Inc., a Hong Kong Company (“Consultant”).
Client desires to retain the services of Consultant to facilitate long range strategic investor relations planning and other services related thereto, including business or/or financial planning. Consultant agrees to be retained by Client upon the terms and conditions set forth herein.
(i) Client shall deliver to Consultant 33,000,000 shares of Client’s Restricted Common Stock (“Shares”). Consultant acknowledges that (i) certificates representing the Share shall be bear a legend restricting transferability (“Transfer Restriction”) under the Securities Act of 1933, as amended (“1933 Act”) and (ii), as a result, the Common Stock shall be considered “restricted securities” under the 1933 Act and may only be resold, assigned, transferred or otherwise disposed of in compliance with 1933 Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder, specifically Rule 144. At all times during the Term and as long as Consultant holds the Shares, Client unconditionally agrees to cooperate with Consultant in all reasonably necessary manner to remove the Transfer Restriction and permit Consultant to comply with Rule 144 in connection with any sale, assignment, transfer or other disposition by Consultant of the Shares. In the event Client files a registration statement under the 1933 Act for the primary offer and sale of its securities during a time that the Transfer Restriction shall still be effective, Client agrees to include the Shares in such registration statement for Consultant as a selling shareholder; and
(ii) Client shall tender to Consultant via wire transfer of ready funds the sum of Seventy Thousand Dollars ($70,000.00). A success fee for acquisition, payable upon the successful completion of the closing of the purchase, equal to One Million One Hundred Twenty Five Thousand (1,125,000) of the gross proceeds of the Purchase value, the success fee is due and payable to Mass Media immediately upon the closing of the Purchase and shall be disbursed directly to Mass Media.
(c) Should Consultant be required to incur travel expenses in providing the services; all long-distance travel and lodging must be authorized and paid for by the Company in advance.
7. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be resolved by mutual agreement; however, if not so resolved, the controversy, claim or breach shall be submitted to arbitration in accordance with the rules of Hong Kong. Any decision arising from such arbitration shall be binding on the parties and shall be enforceable as a judgment in any court of competent jurisdiction. The prevailing party in such arbitration proceeding shall be entitled to an award of reasonable attorney’s fees as determined by the arbitrator(s).
8 Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given four (4) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or the next business day after it is sent by overnight courier, and addressed to the intended recipient as set forth below or delivered via facsimile or other electronic means with confirmation of receipt from the recipient.
If to Client:
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If to Consultant:
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Mass Media 77 LTD
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78 Des Voex Road Central
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Xxxxx Xxxx Xxxxxxxx
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Xxxxx # 00X
Xxxx Xxxx
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9. Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of Hong Kong without giving effect to any choice or conflict of law provision or rule.
CLIENT: | CONSULTANT: | ||||
National Automation Services, Inc.
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Mass Media 77, LTD
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By:
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By:
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Xxxxxx W Chance
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Xxxxx Xxxxx
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Consultant
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EXHIBIT A
SERVICES
• General Consulting and advise
• To assist in locating target companies for mergers and acquisitions
• To further communicate with parties as where needed and provide support upon request
Consulting Services Agreement- Page 5