CONSULTING AGREEMENT
CONSULTING
AGREEMENT dated as of March 26, 2007 (this " Agreement") by and between Global
Holdings, Inc. a Nevada corporation having its principal place of business at
X.X. Xxx 0000, Xxxx Xxxxxxxxx, Xxx Xxxxxx, 00000 (the "Company"), and Xxxxxx
Xxxxxx an individual (the consultant").
WITNESSETH
WHISEAS,
the company wishes to retain Consultant to provide the company with certain
consulting services and consultant is willing to provide such consulting
services, on the terms and conditions set forth herein.
NOW,
THISEFORE , in consideration of the foregoing premises and of the mutual
covenants and agreements hereinafter contained, the parties hereby agree as
follows:
Section
1. Retention of the consultant . The Company hereby retains and engages the
consultant, and the consultant hereby accepts such engagement, in each case
subject to the terms and conditions of this agreement.
Section
2. Services.
(a) On the
terms and subject to the conditions herein contained, the company hereby engages
Consultant as a consultant, and consultant hereby accepts such
engagement.
(b) With
regard to operations, strategic planning and business development, the
consultant shall consult with the Company regarding:
(i) developing
new sources of business;
(ii) identifying
and analyzing possible strategic alliances;
(iii) evaluation
and analysis of the Company's marketing plans and new products and
services;
(iv) review of
the business plans for the Company, including the review of budgets and
projections;
(v) a
detailed evaluation of the Company's competition in new and existing
markets;
(vi) analysis
of information on a periodic basis concerning the financial performance of the
company and the markets in which it operates;
(vii) identification
of suitable merger and acquisition candidates; and
(viii) such
other aspects of the business of the company as consultant and the company may
agree from time to time.
(c) The
Consultant will devote such amount of time and effort necessary to accomplish
the services required. However, there is no requirement that Consultant devote a
certain amount of time or effort hereunder.
(d) In
connection with any proposal made by the Consultant pursuant to this agreement,
the Company and the Consultant acknowledge that the company shall not be
obligated to accept such proposal or further obligate itself hereunder. Any
arrangement or agreement between the Company and a third party shall be
evidenced by an agreement duly authorized and executed by the
Company.
Section
3. Compensation. The Company agrees to pay to the Consultant shares of the
Company's common stock to be registered and "freely tradable" via and S-8
registration statement effective immediately as compensation for the services
specified in section two here of. The Company acknowledges that it does not
currently have the finically ability to pay for the
1
Consultant's
services in cash. Therefore, in lieu of such cash payment and in consideration
of the services to be rendered by the consultant, pursuant to this agreement,
and for other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged by the Company, the Company, can currently with the
execution hereof, shall issue to the consultant eight hundred fifty thousand
(850,000) shares (the "shares") of the Company's common stock, par value $0.0001
per share (the "common stock). The shares shall be issued in full upon
acceptance of this agreement.
Section
4. Confidentiality; Non- Competition. The Consultant acknowledges that in the
course of his engagement, he will become familiar with trade secrets and other
confidential information (collectively, "Confidential Information") concerning
the Company. The Consultant agrees that he shall retain the confidential
information in strict confidence and not disclose to any third party any or all
of the confidential information without the express written prior consent of the
Company. Furthermore, the Consultant agrees that during the term (as defined
below) and for a period of one year thereafter neither he nor any affiliate or
family member shall directly or indirectly, for their account or on behalf of
any other party, whether as an employer, employee, Consultant, manager, member,
agent, broker, contractor, stock holder, director, officer, investor, owner,
lender, partner, joint venturer, franchiser, franchisee, licensor, licensee,
sails representative, distributor, or otherwise, or through any business entity
or vehicle whatsoever: (i) conduct, advise or render services to any business
activity in competition with the Company or (ii) solicit hire or retain any
employee or Consultant or its affiliate, or persuade or entice any employee or
Consultant of the Company to leave the employ of the Company or its
affiliates.
Section
5. Term. This Agreement shall be for a term of twelve months commencing on the
date hereof (the "Term") this agreement will have an automatic three (3) month
renewal provision to be enacted upon expiration of initial and subsequent
agreement term (s). This agreement maybe terminated by either party only upon
thirty days prior written notice.
Section
6. Representations and Warranties of the Consultant.
(a) The
Consultant represents and warrants to the Company that he is not requiring the
shares with a view to, or for resale in connection with, any distribution in
violation of the Securities Act.
(b) The
consultant represents and warrants to the Company that..
(i) he is a
natural person;
(ii) he shall
provide bonafide services to the Company pursuant to this Agreement; and (iii)
the services to be provided pursuant to this Agreement are not in connection
with the offer or sale of securities and do not directly or indirectly promote
or maintain a marker for the Company's securities.
Section
7. Indemnification.
The
Company agrees to indemnify and hold harmless the Consultant and his affiliates
against any and all loses, claims, damages, obligations, penalties, judgments,
awards, liabilities, costs, expenses and disbursements, (and all actions, suits,
proceedings, and investigations in respect thereof and any and all legal or
other costs, expenses and disbursements in giving testimony or furnishing
documents in response to a subpoena or otherwise), including, without
limitation, the costs, expenses and disbursements, as and when incurred, of
investigating, preparing or defending any such action, proceeding or
investigation ( whether or not in connection with litigation to which the
Consultant is a party), directly or indirectly, caused by, relating to, based
upon, arising out of or in connection with information provided by the company
which contains a material misrepresentation or material omission in connection
with the provision of services by the Consultant under this agreement; provided,
however, such indemnity agreement shall not apply to any portion of any such
lose, claim, damage, obligation, penalty, judgment award,
2
liability,
cost, expense or disbursement to the extent it is found by a court of competent
jurisdiction to have resulted from the gross negligence willful misconduct of
the Consultant the Company also agrees that the Consultant shall not have any
liability ( whether direct or indirect contract or tort or otherwise) to the
Company or to any person (including, without limitation, Company share holders)
claiming through the Company for or in connection with the engagement of the
Consultant, except to the extent that any such liability results from the
Consultant's gross negligence or willful misconduct. This indemnification shall
survive the termination of this agreement.
Each
party entitled to indemnification under this agreement (the "Indemnified Party")
shall give notice to the party required to provide indemnification (the
"Indemnifying Party") promptly after such indemnified party has actual knowledge
of any claim as to which indemnity maybe sought, and shall permit the
indemnifying party to a sure defense of any such claim or any litigation
resulting therefrom, provided that council for the indemnifying party, who shall
conduct the defense of such claim or any litigation resulting therefrom, shall
be approved by the indemnified party (whose approval shall not be unreasonably
withheld), and the indemnified party may participate in such defense at such
party's expense, and provided that further the failure of any indemnified party
to give notice as provided herein shall not relieve the indemnifying party of
its obligations under this section 7. Each indemnified party shall furnish such
information regarding itself or the claim in question as an indemnifying party
may reasonably request in writing and as shall be reasonably required in
connection with defense of such claim and any litigation resulting
therefrom.
Section
8. Governing Law. This agreement shall be governed by, and construed in
accordance with the laws of the Sate of the New Jersey without regard to the
conflict of law principles thereof.
Section
9. Entire Agreement; Amendments. This agreement contains the entire agreement
and understanding between the parties and supercedes an preempts any prior
understanding or agreements, whether written or oral. The provisions of this
agreement may be amended or waived only with the prior written consent and the
Consultant.
Section
10. Successors and Assigns; No Assignment. This agreement shall be binding upon,
inure to the benefit of, and shall be enforceable by the Consultant and the
Company and their respective successors and permitted assigns. The Consultant
acknowledges that the services to be rendered by his under this agreement are
unique and personal. Accordingly, the Consultant shall not assign any of his
rights or delegate any of his duties or obligations under this
agreement.
Section
11. Notices. All notices and other communications under this Agreement shall be
in writing and shall be deemed effective and given upon actual delivery if
presented personally, one business day after the date sent if sent by prepaid
telegram, overnight xxxxxxx service, telex or facsimile transmission or five
business days if sent by registered or certified mail, returned receipt
requested, postage prepaid which shall be addressed to the following
addresses:
If to the
Company:
Global
Holdings, Inc.
X.X. Xxx
0000
Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: Chief Executive Officer
If to the
Consultant: Xxxxxx Xxxxxx, 5 Moraine, Xxxxxx, Xxx Xxxxxx 00000
3
Section
12. Severability. If any provision of this agreement or the application of any
provision to any person or circumstances shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof
Section
13. Section and Other Headings. The section headings contained in this agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this agreement.
Section
14. Counterparts. This agreement may be executed in any number of counterparts
and by facsimile, each of which when so executed and delivered shall be deemed
to be an original and all of which together shall be deemed to be one and the
same agreement.
Section
15. Independent Contractor. The Consultant agrees and acknowledges that he is
solely responsible to pay all of his own taxes with respect to the issuance of
the shares to the Consultant hereunder. The Consultant shall not be entitled to
receive, and shall not receive any other benefits of employment from the
company, including, without limitation, disability insurance worker's
compensation or any other benefits incidental to any employer-employee
relationship; it being the intention and agreement of the parties hereto that
the Consultant's relationship with the Company is that of an independent
contractor. Furthermore, this agreement shall not be construed to create between
the Company and the Consultant the relationship of principal or agent,
joint-venturers, copartners or employer and employee, the existence of which is
hereby expressly denied by the Company and the Consultant. The Consultant shall
not be an agent of the Company for any purposes whatsoever and the Consultant
shall have any right or authority to bind the Company or create any obligations,
express or imply, on behalf of or in the name of the Company.
Section
16. No Conflicting Agreements. The Consultant represents that he is not a party
to any other agreement or arrangement which would conflict with or interfere
with the performance of his duties or obligations under this
agreement.
IN
WITNESS WHISEOF, the parties hereto have executed this Agreement as of the date
first written above.
Global
Holdings, INC.
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: | Xxxxxxxx Xxxxx | |
| Title: | President | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Consultant | |
4
