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Exhibit 10.9
Consulting Agreement
Agreement made this ........ day of November 1999, by and between the following
participants.
Stratagram Technology Group, a New York based consulting entity, with offices
located at 0000 Xxxx 00 Xxxxxx, Xxxxxxxx, X.X. 00000, hereinafter referred to as
"Consultant"
And
Xxxxxxxxxxxx.xxx, Inc. a Nevada Corporation with offices located at 0000 00xx
Xxx., Xxxxxxxx, X.X. 00000, hereinafter referred to as "The Client"
Whereas: Client seeks comprehensive consulting services for all aspects
pertaining to initiating, operating and advancing its business operations.
Whereas consultant and its designee hereby profess to possess the
qualifications, expertise and experience to fulfill clients requirements and
undertake to provide the services required by the client in a manner that is
consistent with clients requirements outlined below. Havajoe will be exempt from
a commitment to provide computer or graphic services under this agreement.
NOW THEREFORE, in consideration of the sum of $10 exchanged by the parties and
the promises and the mutual covenants contained herein, the parties hereto agree
as follows:
Client Agrees to Engage Consultant for a two year term, and Consultant
undertakes to dedicate a full-time competent consultant who will be dedicated
solely for this project and will be responsible in managing and overseeing all
aspects pertaining to initiating, operating and advancing Client's business
operations, including but not limited to:
1. Overseeing all functions necessary to enable the launching of its web
sites, in a timely manner and co-ordinating with all parties, vendors,
and providers of services to achieve this objective.
2. Advising and guiding Client in all efforts pertaining to the
development of a first rate web site.
3. Overseeing the fulfillment by the web designer and other parties of
their respective obligations to XxxxXxxxxxxx.xxx, Inc.
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4. Co-ordinating and overseeing the day-to-day operations and all of the
elements necessary in fulfilling the business objectives of
XxxxXxxxxxxx.xxx.
5. Structuring and managing a business development program designed to
advance the company's operations, and its efforts to identify an
investment-banking firm that will undertake to initiate an IPO for
XxxxXxxxxxxx.xxx, Inc.
6. Co-ordinating an effective marketing and advertising program and
initiating affiliations with complementary web sites.
7. Utilizing its best efforts in identifying vendors and products to be
featured on its web sites.
8. Utilizing its best efforts in raising venture capital and taking all
necessary steps leading to a successful Initial Public Offering.
9. It is understood that Consultant must operate on the premises of
client on a full time basis and must be available to meet with senior
management as requested.
As compensation for the above services client undertakes the following:
1. Client will pay the consulting firm a weekly fee of $2,000 upon
completion of each week of service. It is understood that consultant
shall be responsible for tax obligations to be incurred by consultant.
Client will file a form 1099 reflecting fees paid to Consultant
2. As additional compensation Client agrees to allocate to consultant
2,000 common shares weekly at par value, (.01 per share) for each week
in which consultant performs its obligations to the Client
retroactively. In the event of a recapitalization, shares shall be
subject to adjustments on an equal basis to shareholders of the
Company's common stock.
3. Client shall not be obligated to pay any fees or shares upon
termination of this agreement by any of the participants.
Termination
Either party can terminate this engagement by notifying the other party four
weeks in advance of the termination date. The client may terminate this
agreement with a 2-week advance notice in the event the consultant is not
providing an appropriate level of service.
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Authorization: In signing this Agreement, each of the parties represent that it
has the requisite corporate power and authority to perform its obligations under
terms and conditions contained in this Agreement.
Non-contravention. By the execution and delivery of this Agreement Client and
Consultant respectively represent that this Agreement does not conflict with or
result in a breach by the representing party, of any of the terms or provisions
of, or constitute a default under, the articles of incorporation or by-laws or
other material agreement or instrument to which the representing party is a
party to.
CONFIDENTIALITY. Each of the parties respectively agrees to keep confidential
and not to disclose to or use for the benefit of any third party the terms of
this Agreement or any other information which at any time is communicated by the
other party as being confidential without the prior written approval of the
other party.
Full Force & Effect: This Agreement shall remain in full force and effect and
shall be binding upon the successors and assigns of each party hereto. This
Agreement may be executed in counterparts, and the facsimile transmission of an
executed counterpart to this Agreement shall be effective as an original.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date first set forth above.
Official Signatory of Consultant
By:
Print Name_____________________
Title:
Official Signatory of Client
By:
Print Name:_____________________
Title:
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