CONTRACT OF ENGAGEMENT
Exhibit
10.4
CONTRACT
OF ENGAGEMENT
This
Contract of Engagement dated and effective this 15th day of September , 2005
by
and between B. Xxxxxxx Xxxxxxxx/MarketVoice Inc. (hereinafter referred to as
The
Consultant),
and
Interactive Games Inc. Inc.(OTCBB:IGAM) (hereinafter referred to as The
Client).
Recitals
I.
The
Client
desires
to obtain consulting services from The
Consultant as
more
particularly described herein (“Scope of Services and Manner of
Performance”).
II.
The
Consultant is
in the
business of providing such consulting services and has agreed to provide the
services on the terms and conditions set forth in this agreement.
Now,
therefore, in consideration of the faithful performance of the obligations
set
forth herein and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, The
Consultant
and
The
Client
hereby
agree as follows.
Terms
1.
Scope
of Services.
The
Company
will
perform financial and business consulting for and on behalf of The
Client
in
relation to business development, product marketing and mergers and acquisitions
strategies and advise The
Client
on
matters pertaining to strategic alliances and business modeling services
including:
| a. |
Increased
product exposure
|
| b. |
Business
Modeling and strategies
|
c.
Strategic alliances and M&A services
2.
Manner
of performance.
It is
intended that The
Consultant will
provide research and sales materials on the company and distribute company
material to potential business partners and strategic alliances who The
Consultant determines
in its sole discretion, are capable of purchasing or marketing the Client’s
products or may be a potential acquisition partner for The
Client.
The
Consultant
will
also advise The
Client
concerning business development matters relating to its business.
The
Consultant will
act
upon The
Client’s
behalf
with existing customers and business alliances. The
Consultant
will
focus on contracting persons, generally though conventional communications
in
order to familiarize them with information concerning The
Client.
Additionally, The
Consultant
shall be
available for advice and counsel to the officers and directors of The
Client
at such
reasonable and convenient times and places as may be mutually agreed upon.
Except as aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time allocated by the Company, shall be
determined at the sole discretion of The
Consultant.
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3.
Status
of Consultant.
The
Consultant shall
act
as an independent Consultant and not as an agent or employee of The
Client
and
The
Consultant
shall
make no representation as an agent or employee of The
Client.
The
Consultant
shall
furnish insurance and be responsible for all taxes as an independent Consultant.
The
Consultant
shall
have no authority to bind The
Client or
incur
other obligations on behalf of The
Client.
Likewise, The
Client
shall
have no authority to bind on incur obligations on behalf of The
Consultant.
4.
Disclosure
of Material Events.
The
Client
agrees
to promptly disclose to The
Consultant
those
events/discoveries which are known and/or anticipated that may conceivably
may
have an impact on the stock, business operations, future business, or public
perception of The
Client,
as this
has material impact on the ability and effectiveness of The
Consultant and
service rendered.
5.
Confidentiality
Agreement.
In the
event The
Client
discloses information to The
Consultant
that
The
Client considers
to be secret, proprietary or non-public and so notifies The
Consultant, The Consultant
agrees
to hold said information in confidence. Proprietary information shall be used
by
The
Consultant
only in
connection with services rendered under this Agreement. Proprietary information
shall not be deemed to include information under a) is in or becomes in the
public domain without violation of this Agreement by The
Client,
or b)
is rightfully received from a third entity having no obligation to The
Client and
without violation of this Agreement. In reciprocal, The
Client
agrees
to hold confidential all trade secrets of and methods employed by The
Consultant
in
fulfillment of services rendered.
6.
Indemnification.
The
Client agrees
to
indemnify and hold harmless The
Consultant
against
any losses, claims, damages, liabilities and/or expenses (including any legal
or
other expenses reasonably incurred in investigating or defending any action
or
claim in respect thereof) to which The
Consultant
is
willing and capable of providing services on a “Best Efforts” basis. Payment by
The
Client to
The
Consultant is
irrevocable and irreversible.
7.
Conflict
of Interest.
The
Consultant
shall be
free to perform services for other persons. The
Consultant
will
notify The
Client of
its
performance of consulting services for any other Client that could conflict
with
its obligations under this agreement.
8.
Term.
Refer
to Schedule A.
9.
Payment.
Refer
to Schedule B.
10.
Severability.
This
agreement may be dissolved at any time at the express consent of both parties
with thirty days written notice. Agreement shall continue for an additional
ninety days if not cancelled in writing within thirty days of the termination
date of this agreement. In the event any part of this agreement shall be held
to
be invalid by any competent court or arbitration panel, this agreement shall
be
interpreted as if only that part is invalid and that the parties to this
agreement will continue to execute the rest of this agreement to the best of
their abilities unless both parties mutually consent to the dissolution of
this
agreement.
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This
agreement shall be interpreted accordance with laws of the Country of Quebec,
Canada. This agreement and attached schedules constitutes the entire contract
of
the parties with respect to the matters addressed herein and no modifications
of
this agreement shall be enforceable unless in writing signed by both
The
Consultant
and
The
Client.
This
agreement is not assignable by either party without the consent of the
other.
In
witness whereof The
Consultant
and
The
Client
have
caused this agreement to be executed on the date indicated in Schedule A.
Interactive
Games Inc. (OTCBB:IGAM)
Authorized
person x______________________ Title______________ Date________
I
hereby
certify that I agree to the terms of the contract above and am authorized to
enter into a binding contract.
______________________________
B.
Xxxxxxx Xxxxxxxx/Market Voice Inc.
Authorized
person x_____________________ Title ______________ Date_________
I
hereby
certify that I agree to the terms of the contract above and am authorized to
enter into a binding contract.
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Schedule
A
Term
of Commitment
The
Consultant shall perform consulting services for The
Client for
one
(1) year or until it is mutually determined upon that agreed upon objectives
have been met and the terms of commitment have been fulfilled.
Such
services shall commence upon receipt of the first payment as outlined in
Schedule B.
Schedule
B
$5,000
per month retainer payable in cash by the first of each month or in the
alternative, non-legend common stock of the company equal to $5,000 per month
based on the lowest bid price of the company on a 30 day trading
average.
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