Consulting Agreement
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This is an agreement dated and effective this 7th day of May, 2003 by and
between Xxxx Xxxxxx having residence at 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000
(hereinafter referred to as The Consultant), and Xxxxx Xxxxxxxxx, acting on
behalf and in representation of T & G2, Inc. (OTCBB: TTGG), whose address is 00
XxXxxxxx Xxxxxx, Xxxxxxxx Xxxxxxx, XX 00000 (hereinafter referred to as The
Company).
Recitals
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I. The Company desires to obtain consulting services from The Consultant as
more particularly described herein ("Scope of Services and Manner of
Performance").
II. The Consultant is in the business of providing such consulting services
and has agreed to provide the services on the terms and conditions set forth in
this agreement.
Now, therefore, in consideration of the faithful performance of the
obligations set forth herein and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, The Consultant and The
Company hereby agree as follows.
Terms
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1. Scope of Services. The Consultant will perform services including:
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A. Render advice with respect to financing arrangements.
B. Review press releases whenever appropriate to be made available
to the press in general, customers, suppliers and selected NASD
broker/dealers, financial institutions, and the Company's
shareholders.
C. Evaluate and advise the Company on it's investor communications
and investor relations strategy.
D. Assist the Company in website development and enhancement.
E. Introduce the business of the Company to consultants and contacts
throughout North America for the purpose of concluding a joint
venture relationship, licensing agreement or distributorship and
assist in such negotiations.
F. Identify companies and/or product lines that the Company may
acquire and that would be complimentary to the Company's business
and assist in such transactions.
2. Manner of performance. Except as aforesaid, the time, place and manner of
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performance of the services hereunder, including the amount of time allocated by
The Consultant, shall be determined at the sole discretion of The Consultant.
Additionally, The Consultant shall be available for advice and counsel to the
officers and directors of TTGG at such reasonable and convenient times and
places as may be mutually agreed upon.
3. Status of Consultant. The Consultant shall act as an independent Consultant
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and not as an agent or employee of The Company and The Consultant shall make no
representation as an agent or employee of The Company. The Consultant shall
furnish insurance and be responsible for all taxes as an independent Consultant.
The Consultant shall have no authority to bind The Company or incur other
obligations on behalf of The Company. Likewise, The Company shall have no
authority to bind on incur obligations on behalf of The Consultant.
4. Disclosure of Material Events. The Company agrees to promptly disclose to
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The Consultant those events/ discoveries which are known and/or anticipated that
may or conceivably may have an impact on the stock, business operations, future
business, or public perception of TTGG, as this has material impact on the
ability and effectiveness of The Consultant and services rendered. It shall be
understood that excluded from this disclosure shall be information deemed to be
non-public or "inside" information.
5. Confidentiality Agreement. In the event The Company discloses information
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to The Consultant that The Company considers to be secret, proprietary or
non-public and so notifies The Consultant, The Consultant agrees to hold said
information in confidence. Proprietary information shall be used by The
Consultant only in connection with services rendered under this Agreement.
Proprietary information shall not be deemed to include information that a) is in
or becomes in the public domain without violation of this Agreement by The
Company, or b) is rightfully received from a third entity having no obligation
to The Company and without violation of this Agreement. In reciprocal, The
Company agrees to hold confidential all trade secrets of and methods employed by
The Consultant in fulfillment of services rendered.
6. Indemnification. The Company agrees to indemnify and hold harmless The
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Consultant against any losses, claims, damages, liabilities and/or
expenses(including any legal or other expenses reasonably incurred in
investigating or defending any action or claim in respect thereof) to which The
Consultant may become subject, because of the actions of The Company or its
agents. Likewise, The Consultant agrees to indemnify and hold harmless The
Company against any losses, claims, damages, liabilities and/or
expenses(including any legal or other expenses reasonably incurred in
investigating or defending any action or claim in respect thereof) to which The
Company may become subject, because of the actions of The Consultant or its
agents. The Consultant is willing and capable of providing services on a "Best
Efforts" basis. Payment by The Company to The Consultant is irrevocable and
irreversible.
7. Conflict of Interest. The Consultant shall be free to perform services for
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other persons. The Consultant will notify The Company of its performance of
consulting services for any other Client that could conflict with its
obligations under this agreement.
8. Term. Refer to Schedule A.
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9. Payment. Refer to Schedule B.
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10. Payment Instructions. Refer to Schedule C.
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11. Severability. This agreement may be dissolved at any time at the express
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consent of both parties. In the event any part of this agreement shall be held
to be invalid by any competent court or arbitration panel, this agreement shall
be interpreted as if only that part is invalid and that the parties to this
agreement will continue to execute the rest of this agreement to the best of
their abilities unless both parties mutually consent to the dissolution of this
agreement.
This agreement shall be interpreted in accordance with the laws of the
State of Maryland. This agreement and attached schedules constitutes the entire
contract of the parties with respect to the matters addressed herein and no
modifications of this agreement shall be enforceable unless in writing signed by
both The Consultant and The Company. This agreement is not assignable by either
party without the consent of the other.
In witness whereof The Consultant and The Company have caused this
agreement to be executed on the date indicated in Schedule A.
T and G2
Authorized person: Title President/CEO Date
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I hereby certify that I agree to the terms of the contract above and am
authorized to enter into a binding contract.
Xxxx Xxxxxx
Authorized person: Title Date
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I hereby certify that I agree to the terms of the contract above and am
authorized to enter into a binding contract.
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Schedule A
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Term of Commitment
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The term of commitment between The Consultant and The Company shall be for a
period of one (1) year, with a review every twelve (12) weeks, carrying the
option to renew or terminate at that time. Commitment shall begin upon
execution, by both parties, of this agreement.
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Schedule B
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Payment
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For business development, strategic planning and other consulting work to be
accomplished, the Company will grant the Consultant the option to purchase, from
the Company, two (2) million shares of TTGG common-stock issued under Reg. S-8
at the greater of $.05 or a fifteen percent discount to the previous five day
average daily trading price of The Company's stock upon exercise of such
options. Consultant is to receive a total of two (2) million options for the one
year period of this Agreement. If Agreement is terminated at one of the above
designated times for such termination, any remaining options, of the total 2
million, will then be retired.
The Company hereby irrevocably agrees not to circumvent, avoid, bypass or
obviate directly or indirectly, the intent of this Agreement, to avoid payment
of fees, in any transaction with any corporation, partnership or individual,
introduced by the Consultant to the Company in connection with any project, any
loans or collateral or funding, or any other transaction involving any products,
transfers or contracts, or third party assignments thereof.
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Schedule C
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Payment shall be made via the electronic transfer of stock, aka DTC or DWAC,
according to the following instructions:
DTC #: 0443
Clearing firm: Pershing, Inc.
F/B/O: Xxxx Xxxxxx
Acct #:
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ATTACHMENT A
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It is hereby acknowledged that the compensation for the services identified
in the foregoing Agreement will be in the form of T&G2, Inc. Class A Common
Stock registered on From S-8. Accordingly, the Consultant represents that the
services to be performed under the Agreement are eligible services as required
by Form S-8, and that the stock, when issued, must be issued in the name of a
"natural person" as defined by the applicable securities laws.
The Consultant represents that none of the compensation received hereunder
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is for promoting or maintaining a market in the stock of T&G2, Inc. The
Consultant, under the terms of this Agreement is not being retained to find
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investors; provide investor relations or shareholder communication services;
promote T&G2, Inc.'s stock through newsletters; or as part of a capital raising
scheme.
Additionally, the Consultant represents that, with regard to the stock to
be registered as compensation for the services rendered hereunder, (i) neither
T&G2, Inc., or a promoter of its stock, will direct the resale in the public
market of the stock received under this Agreement as compensation; and (ii)
T&G2, Inc. will not receive any portion of the proceeds of the resale of the
stock issued as compensation hereunder.
The Consultant acknowledges that T&G2, Inc., and its counsel, will rely on
these representations when filing the Form S-8 to register the shares that are
received as compensation.
CONSULTANT
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