Consulting Agreement
EXHIBIT
10.4
Revenue
Stamp
This
Agreement is made and entered into by and between ECOSS, Inc. (hereinafter
referred to as “A”) and Athena & Partners Co., Ltd. (hereinafter referred to
as “B”) with respect to the implementation of consulting rendered to A by B. The
parties hereto hereby agree as follows:
Article
1
(General Provisions)
Among
services of A’s administration departments, A shall entrust B with (1)
Accounting and financial advisory services, (2) IR services, (3) Management
consulting services with regard to general management support (hereinafter
referred to as “the Consulting”), and (4) Auditing services, and B shall
undertake these entrusted services.
Article
2
(Implementation Period of the Consulting)
(1)
The
starting day of the implementation period of the Consulting shall be May 1,
2004.
(2)
The
agreement period of the Consulting shall expire on June 30, 2004.
(3)
This
Agreement shall be extended by providing a written application at least one
(1)
month before the expiration of the Consulting Agreement. The agreement period
in
this case shall be determined separately after due consultation.
Article
3
(Contract Sum)
(1)
The
compensation for the Consulting shall be as stated in the Schedule. (Consumption
tax shall be separately added.)
(2)
B
shall send an invoice for the contract sum set forth in the preceding paragraph
to A every month, and A shall pay the amount for the applicable month by
remittance to the bank account designated by B no later than the last day of
each month.
Article
4. (Necessary Expenses)
(1)
Expenses, such as travel expenses, required for the implementation of the
Consulting shall be included in the compensation in Paragraph 1 of the preceding
article.
(2)
B
shall charge to A such expenses that B deems it necessary to charge separately,
and
whether or not payment shall be made and the payment amount shall be determined
in each case after due consultation between A and B.
Article
5
(Cooperation from A)
(1)
Acknowledging that B’s consulting will be more effective with full cooperation
from A, A shall sincerely implement required A’s work for the implementation of
B’s consulting.
(2)
When
B implements its consulting at A’s office, A shall permit B to enter A’s office
and use fixtures, fittings etc., free of charge, required for the implementation
of consulting.
Article
6
(Implementation Method)
While
obtaining A’s cooperation stipulated in Article 5 during the implementation
period, B shall grasp the present situation and needs of A and shall implement
the Consulting.
Article
7
(Confidentiality)
1.
B
shall be prohibited from disclosing or divulging to a third party A’s business
or technical secrets (limited to items marked “confidential”) obtained through
the Consulting.
2.
B
shall use sufficient care in the handling of data, vouchers, books, etc.,
regarding execution of the Consulting, and shall not bring any of these out
of
the business office of A, in principle, regarding the services to be implemented
inside the business office of A. B shall obtain A’s prior written approval
before disclosing or submitting data, vouchers, books, etc. to a third party
or
governmental authority.
3.
In
implementing the Consulting, B shall neither photocopy nor reproduce data,
vouchers, books, nor any other information of A without A’s prior written
approval.
4.
Upon
termination of the consulting service or A’s request at any time, B shall return
data, vouchers, books, and reproductions thereof provided by A.
5.
B
shall continue to observe the confidentiality described in this article after
termination of the consulting services.
Article
8
(Termination before Maturity)
A
shall
be entitled to terminate this Agreement at any time by providing one (1) month’s
prior notice to B.
Article
9
(Termination)
When
coming under any one of the following paragraphs, A or B shall be entitled
to
terminate
this Agreement without requiring the notification of the other
party.
1.
In the
event of attachment, ancillary attachment, provisional disposition, or auction
sale, or disposition for non-payment of taxes and other public charges or other
disposition by public authority, or in the event of receipt of declaration
of
corporate consolidation, a filing of an application with the court to initiate
corporate rehabilitation procedures, special conciliation procedures, or a
filing of an application to initiate financial reconstruction under court
supervision, bankruptcy or similar procedures, or declaration for an auction
sale;
2.
In the
event of receipt of administrative punishments such as revocation of business
registration or a business license;
3.
In the
event of grave concerns about the sound existence of the company, such as
decrease in capital and discontinuation of business;
4.
In the
event a draft or check has been dishonored; and
5.
In the
event of a breach of any of the provisions in this Agreement or individual
agreements.
Article
10 (Consultation)
Any
matter not stipulated in this Consulting Agreement shall be settled amicably
in
good faith after due consultation between A and B.
IN
WITNESS WHEREOF, two (2) copies of this Agreement shall be made, and A and
B
hereto shall, after signing and affixing seals to the two copies, retain one
copy each respectively.
26
/ Apr
/ 0000
Xxxxxxxxx
Xxxxxxx Tsuyuki
0-00-0
Xxxxxxxxxx, Xxxxxxx-xx, Xxxxx, Xxxxx
President
Yoshifumi Mamiya
Athena
& Partners Co., Ltd.
302
Xxxxxx Xxxxxx X00, 0-0-00 Xxxxxx Xxxxxx,
Xxxxxx-xx,
Xxxxx, Xxxxx
Schedule:
Contract
Sum
For
May
and June, 2004: JPY 300,000 per month
Consumption
tax shall be separately added to the above sum.
Payment
Method
Pursuant
to provisions in Paragraphs 1 and 2 of Article 3, A shall make the remittance
by
the end of every month to the bank account designated by B.
Regards,
Memorandum
This
Memorandum is made and entered into by and between ECOSS, Inc. (hereinafter
referred to as “A”) and Athena & Partners Co., Ltd. (hereinafter referred to
as “B”) with respect to agreement of the following change to Schedule of
“Consulting Agreement” concluded on April 26, 2004. The parties hereto hereby
agree as follows:
1.
Contract Sum
As
from
October 0000
XXX
100,000 per month
Consumption
tax shall be separately added to the above sum.
IN
WITNESS WHEREOF, two (2) copies of this Memorandum shall be made, and A and
B
shall, after signing and affixing seals to both copies, each retain one (1)
copy
thereof.
01
/ Sep
/ 0000
Xxxxxxxxx
Xxxxxxx Tsuyuki
Shibuya
HUMAX Xxxx. 0-00-0 Xxxxxxxxxx,
Xxxxxxx-xx,
Xxxxx, Xxxxx
President
Yoshifumi Mamiya
Athena
& Partners Co., Ltd.
000
Xxxxxx Xxxxxx X00, 0-0-00 Xxxxxx Xxxxxx,
Xxxxxx-xx,
Xxxxx, Xxxxx
