EXHIBIT 10.3
CONSULTING AGREEMENT
between
Q-Seven Systems, Inc.
0000 Xxxx Xxxxxx Xxx.
Xxx Xxxxx, Xxxxxx
herein referred to as "PRINCIPAL"
and
Xxxxx X. Xxxxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx
Xxxx 00000
herein referred to as "CONTRACTOR"
Dated: May 27, 1999
General Provisions
The PRINCIPAL is a publicly traded company registered on the OCT Bulletin Board
in the U.S. It's officers and directors are residents of Germany and have never
been involved with a public company before. They are also unfamiliar with the
public stock markets and financial environment in the U.S. Therefore, they seek
support and counsel in handling their investor relations in the U.S.; in
structuring a pension and profit sharing program for themselves and their
employees; as well as other matters.
The CONTRACTOR has the necessary experience and the capability to provide said
counsel and is willing to consult with PRINCIPAL in the aforementioned matters
as well as helping to maintain open and friendly relations with the PRINCIPAL's
investors and shareholders.
In consideration of these provisions, the parties agree as follows:
(1) Contractor's duties
CONTRACTOR will make his experience and knowledge about the Public Stock Markets
in the U.S. and abroad; pension and profit sharing plans, investor relations;
etc. available to the PRINCIPAL. The CONTRACTOR will be of assistance in writing
and publishing press releases; writing and publishing stock related articles
about the PRINCIPAL and will consult in matters concerning the laws (CONTRACTOR
is not an attorney and will do this only to the best of his knowledge and
understanding) and regulatory bodies within the U.S., or will seek legal counsel
for and on behalf of the PRINCIPAL on such matters. In addition, the CONTRACTOR
will assist PRINCIPAL in establishing a branch office in the U.S. This includes,
but is not limited to, assistance in finding office
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space, hiring employees, establishing bank accounts and conducting other
activities necessary to establish a branch office.
(2) Consulting Fees
PRINCIPAL will pay to CONTRACTOR a monthly consulting fee of twenty five hundred
dollars USD ($2500.00) for said services. This amount may be increased at any
time during the terms of this Agreement. All taxes are to be paid by the
CONTRACTOR. In addition, the CONTRACTOR will be reimbursed for all expenses
directly related to his consulting activity. All expenses have to approved by
the PRINCIPAL in advance. CONTRACTOR may also be paid commissions by PRINCIPAL
for any sales made by CONTRACTOR of PRINCIPAL's products or services.
All payments to the CONTRACTOR are due at the end of each month.
(3) Contractor's limitations
The CONTRACTOR may not act on behalf of PRINCIPAL in relationships to any third
party or to employees of the PRINCIPAL unless expressly authorized by the
President or any Member of the Board of the PRINCIPAL. This especially includes,
but is not limited to, making statements to the public in the name of the
PRINCIPAL.
(4) Contractor to be seen as an Independent Contractor.
CONTRACTOR shall provide services as an independent contractor, and shall not be
defined as an employee or as an affiliate of PRINCIPAL or of any company
affiliated with PRINCIPAL.
(5) Nondisclosure
The CONTRACTOR hereby agrees not to make any plans, trade secrets or other
confidential information about the PRINCIPAL known to any third party unless the
plans, trade secrets or other confidential information has been made public
before or unless he is expressly authorized by the President or any Member of
the Board of the PRINCIPAL. During the period of this Agreement, the CONTRACTOR
will not compete with the PRINCIPAL, for his own benefit or the benefit of a
third party, in any of the PRINCIPAL's fields of business. This expressly
includes but is not limited to running online casinos and selling software, that
is capable of operating online casinos other than the PRINCIPAL's.
(6) Term of Agreement
The term of this Agreement shall be for as long as the PRINCIPAL remains in
business, beginning from the date of execution of this Agreement. PRINCIPAL may
not terminate services of
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CONTRACTOR during the term of this Agreement, unless CONTRACTOR has been found
by a court of law having competent jurisdiction to have been untruthful or
misleading to any third party concerning the business of PRINCIPAL that has
brought harm to PRINCIPAL; acting in a fraudulent manner; or grossly negligent
in his duties in any other way.
(7) Entire Agreement
This Agreement reflects the entire understanding of the parties with respect to
the subject matter of this Agreement and no supplementary agreements exists. All
additions and modifications of this Agreement have to be in written form and
require the approval of both parties.
Any invalid portion of this Agreement will not affect the validity of the entire
agreement. The parties will replace the invalid portion with a provision meeting
their original understanding.
The laws of the State of Nevada will govern this Agreement and its execution.
In witness thereof, the parties have caused this Agreement to be executed on the
date first stated above by their duly authorized representatives.
CONTRACTOR PRINCIPAL
/s/ Xxxxx X. Xxxxxxxxx /s/ Ph. Kriependorf
---------------------- ----------------------
Xxxxx X. Xxxxxxxxx Philipp Kriependorf
0000 Xxxxxxxx Xxxxx xxxxxxxxx 00
Xxxx Xxxx Xxxx, Xxxx 00000 Monheim,, Germany 40789
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