EXHIBIT 10.3
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement"), is effective as of this November
17, 2005
between:
Telzuit Technologies, Inc. (the "Company")
Attention: Xxx Xxxxxx, CEO
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
and
Xxxxx X. Panther II ("Consultant")
000 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Fax (000) 000-0000
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting services
relating management advisement, strategic planning and marketing in connection
with its business, and advisory and consulting related to the Company becoming a
publicly trading and reporting company; and
WHEREAS, Consultant is qualified to provide the Company with the aforementioned
consulting services and is desirous to perform such services for the Company;
and
WHEREAS, the Company wishes to induce Consultant to provide these consulting
services and wishes to contract with the Consultant regarding the same,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is agreed as follows:
1. APPOINTMENT.
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The Company hereby engages Consultant and Consultant agrees to render services
to the Company as a consultant upon the terms and conditions hereinafter set
forth.
2. TERM.
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The term of this Consulting Agreement began as of the date of this Agreement,
and shall terminate 90 days thereafter.
3. SERVICES.
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During the term of this Agreement, Consultant shall provide advice to undertake
for and consult with the Company concerning management, marketing, consulting,
strategic planning, corporate organization and structure, matters in connection
with the operation of the businesses of the Company, advisement on issues
confronted by publicly trading and publicly reporting companies, expansion of
services, acquisitions and business opportunities, and shall review and advise
the Company regarding its overall progress, needs and condition. Consultant
agrees to provide on a timely basis the following enumerated services plus any
additional services contemplated thereby.
Consulting Agreement
Telzuit Technologies, Inc. and Xxxxx X. Panther II
November 17, 2005
Page Two
4. DUTIES OF THE COMPANY.
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The Company shall provide Consultant, on a regular and timely basis, with all
approved data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
5. COMPENSATION.
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a. 100,000 shares of freely tradable common stock ("FT"). The common
shares related to the Stock shall be registered in an effective Form S-8 ("S-8")
registration statement within 4 days of the execution of this Agreement.
b. The FT shall be referred to hereinafter as the "Stock." The Stock
shall be deemed completely earned, due, payable and non-assessable as of the
date of the issuance of the Stock. There shall be no refunds or diminishment of
Consultant's right to the Stock regardless of any event.
6. REPRESENTATION AND INDEMNIFICATION.
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The Company shall be deemed to have been made a continuing representation of the
accuracy of any and all facts, material information and data which it supplies
to Consultant and acknowledges its awareness that Consultant will rely on such
continuing representation in disseminating such information and otherwise
performing its advisory functions. Consultant in the absence of notice in
writing from the Company, will rely on the continuing accuracy of material,
information and data supplied by the Company. Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.
6.5 COMPLIANCE WITH SECURITIES LAWS.
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The Company understands that any and all compensation outlined in Section 5
shall be paid solely and exclusively as consideration for the aforementioned
consulting efforts made by Consultant on behalf of the Company as an independent
contractor. Consultant is a natural person. Consultant has been engaged to
provide the Company with traditional business, management, technical and
operational consulting, and related business services. Consultant's engagement
does not involve the promotion or marketing of any Company securities, nor does
it involve raising money for the Company.
7. MISCELLANEOUS.
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a. Modification: This Consulting Agreement sets forth the entire
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understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Consulting Agreement
Telzuit Technologies, Inc. and Xxxxx X. Panther II
November 17, 2005
Page Three
b. Notices: Any notice required or permitted to be given hereunder
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shall be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to such
other address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
c. Waiver: Any waiver by either Party of a breach of any provision
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of this Consulting Agreement shall not operate as or be construed to be a waiver
of any other breach of that provision or of any breach of any other provision of
this Consulting Agreement. The failure of a Party to insist upon strict
adherence to any term of this Consulting Agreement on one or more occasions will
not be considered a waiver or deprive that Party of the right thereafter to
insist upon adherence to that term of any other term of this Consulting
Agreement.
d. Assignment: Compensation under this Agreement is assignable at the
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discretion of the Consultant.
e. Severability: If any provision of this Consulting Agreement is
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invalid, illegal, or unenforceable, the balance of this Consulting Agreement
shall remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons and
circumstances.
f. Disagreements: Any dispute or other disagreement arising from or
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out of this Consulting Agreement shall be submitted to arbitration under the
rules of the American Arbitration Association and the decision of the arbiter(s)
shall be enforceable in any court having jurisdiction thereof. Arbitration
shall occur only in San Diego County, CA. The interpretation and the
enforcement of this Agreement shall be governed by California Law as applied to
residents of the State of California relating to contracts executed in and to be
performed solely within the State of California. In the event any dispute is
arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be
entitled to recover that Party's reasonable attorney's fees incurred (as
determined by the arbiter(s)).
g. Specific Performance: Consultant shall have the right to demand
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specific performance of the terms, and each of them, of this Agreement.
h. Execution of the Agreement: Company and the party executing this
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Agreement on behalf of the Company has the requisite corporate power and
authority to enter into and carry out the terms and conditions of this
Agreement, as well as all transactions contemplated hereunder. All corporate
proceedings have been taken and all corporate authorizations and approvals have
been secured which are necessary to authorize the execution, delivery and
performance by Company of this Agreement. This Agreement has been duly and
validly executed and delivered by Company and constitutes the valid and binding
obligations of Company, enforceable in accordance with the respective terms.
Upon delivery of this Agreement to Consultant, this Agreement, and the other
agreements referred to herein, will constitute the valid and binding obligations
of Company, and will be enforceable in accordance with their respective terms.
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Consulting Agreement
Telzuit Technologies, Inc. and Xxxxx X. Panther II
November 17, 2005
Page Four
A FACSIMILE COPY OF THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AS AN
ORIGINAL OF THE SAME.
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties
as of the date first above written.
Telzuit Technologies, Inc. Xxxxx X. Panther II
/S/ Xxx Xxxxxx /s/ Xxxxx X. Panther II
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Chief Executive Officer Xxxxx X. Panther II
Print Name: Xxx Xxxxxx
