EXHIBIT 10.23
CONSULTING AGREEMENT BETWEEN ADSERO CORP. AND WESTMINSTER
CAPITAL, INC.
This Consulting Agreement (the "Agreement") is made as of the 7th day
of January, 2005 by and between Adsero Corp. (the "Company") and Westminster
Capital, Inc., with an address at 0000 Xxxxxxxx Xxxx., X-00, Xxxxxxx Xxxxx, Xx,
00000 (the "Consultant").
WHEREAS, the Company wishes to engage Consultant to advise the Company
and Consultant wishes to accept such engagement, all upon the terms and subject
to the conditions contained in this Agreement;
NOW, THEREFORE, the parties hereto, in consideration of the mutual
consideration and promises contained herein and intending to be bound, hereby
agree as follows:
1. Appointment. The Company hereby appoints Consultant, and
Consultant agrees to serve as, consultant to the Company, all upon the terms,
and subject to the conditions of this Agreement.
2. Term. The term of this Agreement shall begin on the date first
set forth above and shall continue until December 31, 2007.
3. Duties of Consultant. Consultant carry out duties as outlined
in the attached Schedule A. Consultant shall render such advice and assistance
as the Company may reasonably request of him pursuant to such duties.
4. Compensation. In consideration of, and in full payment for,
entering into this Agreement, the Company shall pay Consultant a fee equal to
300,000 common shares ("Consulting Shares") of the Company. Consultant shall be
responsible for all travel and other related expenses incurred by Consultant in
connection with the performance of his consulting duties hereunder, unless
otherwise consented to in writing in advance by the Company.
5. Status as Independent Contractor. The parties intend and
acknowledge that Consultant is acting as an independent contractor and not as an
employee of the Company. Consultant shall have full discretion in determining
the amount of time and activity to be devoted to rendering the services
contemplated under this Agreement and the level of compensation to Consultant is
not dependent upon any preordained time commitment or level of activity. The
Company acknowledges that Consultant shall remain free to accept other
consulting engagements of a like nature to the engagement under this Agreement.
Consultant, however, hereby undertakes to notify the Company in writing of any
engagement undertaken by Consultant that, in the view of Consultant, creates a
conflict of interest with the Company's
1
engagement of Consultant. Nothing in
this Agreement shall be construed to create any partnership, joint venture or
similar arrangement between the Company and Consultant or to render either party
responsible for any debts or liabilities of the other.
6. Confidentiality.
(a) Consultant acknowledges that in connection with the
services to be rendered under this Agreement, Consultant may be provided with
confidential business information of the Company. Consultant agrees to keep any
information or materials specifically designated in writing by a responsible
officer of the Company as confidential (the "Confidential Information") in the
strictest confidence and not to disclose or disseminate any such Confidential
Information to any person, firm or other business entity except to those
employees, consultants or other independent contractors of the Company or
Consultant as shall be necessary or advisable for the carrying out of the
purposes of this Agreement and who are under a similar obligation of
confidentiality.
(b) The Company acknowledges that Consultant may, in
rendering the services to be rendered hereunder, be utilizing materials that are
proprietary to Consultant. The Company acknowledges that any such materials that
are specifically designated in writing to the Company to be proprietary to
Consultant will remain the property of Consultant and the Company will treat
such materials as confidential information of Consultant and will not disclose
or disseminate any such confidential information to any person, firm or other
business entity except to those employees, consultants or other independent
contractors of the Company or Consultant as shall be necessary or advisable for
the carrying out of the purposes of this Agreement and who are under a similar
obligation of confidentiality.
7. Indemnification. The Company shall indemnify Consultant for
any loss, damage, expenses, claims or other liabilities (including, without
limitation, attorneys' fees) resulting from a breach or alleged breach of any of
the representations and warranties of the Company, or the failure of the Company
to perform any of its obligations, contained in this Agreement.
8. Amendments, Modifications, Waivers, Etc. No amendment or
modification to this Agreement, nor any waiver of any term or provision hereof,
shall be effective unless it shall be in a writing signed by the party against
whom such amendment, modification or waiver shall be sought to be enforced. No
waiver of any term or provision shall be construed as a waiver of any other term
or condition of this Agreement, nor shall it be effective as to any other
instance unless specifically stated in a writing conforming with the provisions
of this Paragraph 8.
9. Successors and Assigns. This Agreement shall be enforceable
against any successors in interest, if any, to the Company and Consultant.
Neither the Company nor Consultant shall assign any of their respective rights
or obligations hereunder without the written consent of the other in each
instance.
10. Notices. Any notices required or permitted to be given under
this Agreement shall be effective upon receipt at the respective addresses in
the recitals to this Agreement unless
2
the address for notice to either party shall have been changed by a notice given
in accordance with this Paragraph 10.
11. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the substantive laws of the State of New York for
contracts executed and to be performed wholly within such state, without regard
for principals of conflicts of laws. 12. Registration. The Company will register
the Consulting shares by including them in the next registration statement filed
by the Company to register any securities of the Company.
IN WITNESS WHEREOF, the parties hereto have set their respective hands
as of the date first above written.
ADSERO CORP. WESTMINSTER CAPITAL, INC.
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxx
-------------------------------- ----------------------
Signatory Signatory
3
SCHEDULE "A"
The services to be performed by the Consultant under this Agreement shall
include the following tasks together with such other tasks as may be agreed upon
by the Corporation and the Consultant in writing from time to time during the
term of this Agreement and any extension thereof.
(a) giving advice and preparing reports respecting the Corporation's products,
management, financial results, and prospects;
(b) communicating on the Corporation's behalf with brokers, traders, investors,
shareholders, and other members of the investment community;
(c) providing advice and information related to Corporate strategy in
connection with financing alternatives;
(d) attending at meetings, when requested, with the directors and officers of
the Corporation; and
(e) providing other services as and when requested by the Corporation from time
to time.
4
