CONSULTING AGREEMENT
EXHIBIT
10.13
This
Consulting Agreement (this "Agreement"), made and entered into as of this 1st
day of April, 2008 by and between AccessKey IP, Inc., (the "Company) and Xxxxx
X. Xxxxxx (the "Consultant").
RECITALS
WHEREAS,
the Company wishes to engage the consulting services of Consultant; and WHEREAS,
consultant wishes to provide the Company with consulting services.
NOW,
THEREFORE, in consideration of the mutual promises herein contained, the parties
hereto hereby agree as follows:
1.
CONSULTING
SERVICES
The
Company hereby authorizes, appoints and engages the Consultant to perform the
following services in accordance with the terms and conditions set forth in this
Agreement:
The
Consultant will assist the Company and act in the capacity
of President of TeknoCreations, Inc. a wholly owned subsidiary the
Company.
2.
TERM OF
AGREEMENT
This
Agreement shall be in full force and effect as of April 1, 2008 and shall remain
in effect until cancelled by either party with 30 day notice.
3.
COMPENSATION
TO CONSULTANT
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A.
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The
Company shall pay to Consultant Seven Thousand dollars ($7,000) monthly
paid on the 15th
and 30th
of each month (in an-ears) based on services performed during his teen of
service.
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B.
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Stock
Options, Bonuses and Incentives (as well as any other benefits) will be
included as they apply to others in "like" capacity and will be
performance based.
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C.
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Consultant
shall be reimbursed for all authorized Company related
expenses.
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D.
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Should
Consultant resign from his position or be asked to resign from his
position for any reason, Consultant will be paid one year compensation of
Eighty Four Thousand dollars ($84,000) at the time he vacates his
position.
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4.
REPRESENTATIONS AND WARRANTIES OF CONSULTANT
Consultant
represents and wauaiits to and agrees with the Company that:
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a.
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This
Agreement has been duly authorized, executed and delivered by Consultant.
This Agreement constitutes the valid, legal and binding obligation of
Consultant, enforceable in accordance with its teens, except as rights to
indemnity hereunder may be limited by applicable federal or slate
securities laws, and except as such enforceability maybe limited by
bankruptcy, insolvency, reorganization or similar laws affecting
creditor's rights generally.
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b.
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The
consummation of the transactions contemplated hereby will not result in
any breach of the terms or conditions of, or constitute a default under,
any agreement or other instrument to which Consultant is a party, or
violate any order, applicable to Consultant, of any court or federal or
state regulatory body or administrative agency having jurisdiction over
Consultant or over any of its
property.
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c.
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The
parties hereto acknowledge and agree that the Company shall have the right
to refuse any course of action proposed by Consultant and to refuse any
customer or sale identified by Consultant or any other
source.
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5.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The
Company, hereby represents, warrants, covenants to and agrees with Consultant
that:
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a.
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This
agreement has been duly authorized, and executed be the Company. This
agreement constitutes the valid, legal and binding obligations of the
Company, enforceable in accordance with its terms, except as rights to
indemnity hereunder may be limited by applicable federal or state
securities laws, except in each case as such enforceability my e limited
by bankruptcy, insolvency, reorganization or similar laws affecting
creditor's rights generally.
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b.
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There
is not now pending or, to the knowledge of the Company, threatened, any
action, suit or proceeding to which the Company is a party before or by
any court or governmental agency or body which might result in a material
adverse change in the financial condition of the Company. The performance
of this Agreement and the consummation of the transactions contemplated
hereby will not result in a breach of the terms or conditions of, or
constitute a default under, any statute, indenture, mortgage or other
material Agreement or instrument to which the Company is a party, or
violate any order, applicable to the Company, or governmental agency
having jurisdiction over the Company or over any of its
property.
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6.
INDEPENDENT
CONTRACTOR
Both the
Company and the Consultant agree that the Consultant will act as an independent
contractor in the performance of his duties under this Agreement Nothing
contained in this Agreement shall be construed to imply that Consultant, or any
employee, agent or other authorized representative of Consultant, is a partner,
joint venturer, agent, officer or employee of the Company. Neither party hereto
shall have any authority to bind the other in any respect vis a vis any third
party, it being intended that each shall remain an independent contractor and
responsible only for its own actions.
7.
ASSIGNMENT
This
contract shall inure to the benefit of the parties hereto, their heirs,
administrators and successors in interest. This Agreement shall not be
assignable by either party hereto without the prior written consent of the
other.
8.
CHOICE OF
LAW AND VENUE
This
Agreement and the rights of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of New Mexico including all
matters of construction, validity, performance, and enforcement and without
giving effect to the principles of conflict of laws. Any action brought by any
party hereto shall be submitted to Arbitration within the State of New Mexico,
County of Bernalillo.
9.
NONDISCLOSURE
Each
party hereto agrees to keep the terms of this Agreement and the transactions
contemplated hereby as confidential and shall not disclose such information to
any third party, other than professional advisors utilized to negotiate and
consummate the transactions contemplated hereby. The parties hereto agree that
in the event there is a breach of the foregoing confidentiality provision, the
damage to the parties hereto would be difficult to estimate and as a result, in
the event of such a breach, the non-breaching party, in addition to any and all
other remedies allowed by law, would be entitled to injunctive relief enjoining
the actions of the breaching party.
10.
SEVERABILITY
If any
provision of this Agreement is unenforceable, invalid, or violates applicable
law, such provision, or unenforceable portion of such provision, shall be deemed
stricken and shall not affect the enforceability of any other provisions of this
Agreement
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11.
CAPTIONS
The
captions in this Agreement are inserted only as a matter of convenience and for
reference and shall not be deemed to define, limit, enlarge, or describe the
scope of this Agreement or the relationship of the parties, and shall not affect
this Agreement Or the construction of any provisions herein.
12.
COUNTERPARTS
This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.
13.
MODIFICATION
No
change, modification, addition, or amendment to this Agreement shall be valid
unless in writing and signed by all parties hereto,
14.
ATTORNEYS
FEES
Except as
otherwise provided herein, if a dispute should arise between the parties
including, but not limited to arbitration, the prevailing party shall be
reimbursed by the non-prevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees.
IN WITNESS WHEREOF, the
parties hereto have caused
this Agreement to be duly executed as of the effective date.
| /s/ Xxxxx X. Xxxxxx | /s/ Xxxxxxx Resource Group |
| Xxxxx X. Xxxxxx, Director | Xxxxxxx Resource Group, Consultant |
| ACCESSKEY IP, INC. | |
| /s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx, Director | |
| ACCESSKEY IP, INC. |
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