Exhibit 4a
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as
of August 30, 2002, between TerenceNet, Inc., a Nevada
corporation (the "Company"), and Xxxxx Xxxxxxxx ("Consultant"),
an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant 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 Consultant as
an independent contractor and not as an employee, to render
consulting services to the Company as hereinafter provided and
Consultant hereby accepts such engagement for a period commencing
on August 30, 2002 and ending on the August 30, 2003. Consultant
agrees that Consultant will not have any authority to bind or act
on behalf of the Company. Consultant shall at all times be an
independent contractor hereunder, rather than an agent,
coventurer, employee or representative of the Company. The
Company hereby acknowledges and agrees that Consultant may engage
directly or indirectly in other businesses and ventures and shall
not be required to perform any services under this Agreement
when, or for such periods in which, the rendering of such
services shall unduly interfere with such other businesses and
ventures, providing that such undertakings do not completely
preempt Consultant's availability during the term of this
Agreement. Neither Consultant 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. Consultant shall report all earnings
under this Agreement in the manner appropriate to its status as
an independent contractor and shall file all necessary reports
and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this Agreement, the
Company hereby engages the Consultant, and Consultant hereby
accepts the engagement, to provide advice, analysis and
recommendations (the "Services") to the Company with respect to
the following:
A. Identifying prospective strategic partners and strategic
alliances;
B. Corporate planning, strategy and negotiations with potential
strategic business partners and/or other general business
consulting needs as expressed by Client;
C. Business development and business advertising, including
coordinating live events;
D. Due diligence processes and capital structures and filing
issues;
E. Business strategies;
F. Corporate imaging advertising including print, online and
multimedia mediums;
G. Development of business compensation policies;
H. Periodic reporting as to developments concerning the
industry which may be relevant or of interest or concern to the
Client or the Client's business;
I. Developing and managing Strategic Planning issues;
J. Providing Project Management services for various projects;
K. Assisting in the management of other outsource vendors;
L. Online content development and coordination for the Client's
web presence;
M. Provide management consulting services including: analyzing
historical operational performance, reviewing operational
performance of the Company on a monthly basis, making
recommendations to enhance the operational efficiency.
N. Consulting on alternatives to enhance operational growth of
the Company;
O. Coordinating corporate administrative activities.
P. Services expressly prohibited by the Client under the terms
of this Agreement include:
* Reorganizations, mergers, divestitures, and due
diligence studies;
* Capital sources and the formation of financial
transactions;
* Banking methods and systems;
* Guidance and assistance in available alternatives to
maximize shareholder value;
* Periodic preparation and distribution of research
reports and information to the broker/dealer and
investment banking community;
* Press Release preparation and distribution.
During the term of this Agreement, Consultant 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 Consultant to Company prior to the date hereof;
provided that:
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall not be called upon to devote more than 10
hours in any week in performing such services and shall not be
required to perform any services hereunder while Consultant is on
vacation or suffering from an illness.
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, including but not limited to those proposed
requirements as set forth on Schedule A.
4. Company shall not enter into any binding commitments,
obligations or agreements without prior notice and opportunity to
review given to Consultant.
5. Company shall promptly furnish to Consultant upon request
any requested information, written or oral, concerning the
business and affairs of the Company.
6. Company shall not issue any additional shares of common
stock or options for or securities convertible into common stock,
or undertake any forward or reverse split of its common stock, or
undertake any other action requiring stockholder approval as set
forth in Schedule A, without the prior written approval of
Consultant, which shall not be unreasonably withheld upon Company
furnishing adequate and sufficient justification for such
proposed action.
7. Company shall promptly comply with all reasonable requests
of Consultant under this Agreement.
8. Notwithstanding the provisions of this agreement, any
failure of Company to fully and completely comply with all
Company's duties hereunder shall give Consultant the right to
immediately and without notice terminate this Agreement and
retain all shares issued to Consultant hereunder, which shall be
deemed fully earned by Consultant 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.
2. Compensation and Expenses. For the Services provided by the
Consultant, the Company (i) shall compensate the Consultant by
delivering to the Consultant, not later than August 30, 2002, one
hundred sixty-two thousand five hundred (162,500) shares of the
common stock of the Company ("Common Stock") that is Freely
Tradeable (as hereinafter defined) and subsequently four months
after the date of this agreement, Company shall compensate the
Consultant by delivering to the Consultant, one hundred sixty-
two thousand five hundred (162,500) shares of the common stock
of the Company ("Common Stock") that is Freely Tradeable (as
hereinafter defined). "Freely Tradeable" means shares that may be
sold at any time by the Consultant 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; and (ii) the Company shall be responsible for the
payment of the reasonable out-of-pocket costs and expenses of
Consultant incurred prior to, or on or after the date of this
Agreement, in connection with its engagement under this
Agreement, including, but not limited to, reasonable fees and
disbursements of counsel for Consultant, travel and related
expenses, document production and computer database charges. The
Company shall reimburse Consultant for such costs and expenses as
they are incurred, promptly after receipt of a request for
reimbursement from Consultant.
3. 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 Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform the
Services be delegated or transferred by Consultant without the
prior written consent of the Company.
4. Term. This Agreement shall commence on the date hereof and,
unless sooner terminated in accordance with the provisions of
Section 6 hereof, shall expire on August 30, 2002. However, the
Agreement may be extended by mutual written consent.
5. Termination. Either the Company or Consultant may terminate
this Agreement for material breach upon at least thirty (30) days
prior written notice specifying the nature of the breach, if such
breach has not been substantially cured within the thirty (30)
day period.
6. Independent Contractor Relationship. Consultant 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.
7. Indemnification. Company shall indemnify and hold harmless the
Consultant 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.
8. 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 therefor 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.
9. 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.
10. 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.
11. 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 Consultant as of the date first written above.
Signature of Contractor
Name: Xxxxx Xxxxxxxx
Address: 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxx, 00000
Signature:
-------------------------------
Signature of Company
Name: TerenceNet, Inc.
Address: 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxx, 00000
Signature:
-------------------------------
