CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of JANUARY 6,
2004, between MicroSignal Corporation, a Nevada corporation (the "Company"), and
Xxxx Xxxx ("Consultant"), an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and advise the Company,
and Consultant desires to be engaged by Company to provide consulting services
on the terms and subject to the conditions set forth herein; and
WHEREAS, Company is a publicly held corporation with its common stock trading on
the Over the Counter Bulletin Board under the ticker symbol "MSGL," and desires
to further develop its business and customers.
NOW, THEREFORE, in consideration of the mutual undertakings contained herein,
the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as an independent
contractor and not as an employee, to render consulting services to the Company
as hereinafter provided and Consultant hereby accepts such engagement for a
period commencing on execution of this Agreement and ending on December 31,
2004. Consultant agrees that Consultant will not have any authority to bind or
act on behalf of the Company. Consultant shall at all times be an independent
contractor hereunder, rather than an agent, employee or representative of the
Company. The Company hereby acknowledges and agrees that Consultant may engage
directly or indirectly in other businesses and ventures and shall not be
required to perform any services under this Agreement when, or for such periods
in which, the rendering of such services shall unduly interfere with such other
businesses and ventures, providing that such undertakings do not completely
preempt Consultant's availability during the term of this Agreement. Neither
Consultant nor his employees will be considered by reason of the provisions of
this Agreement or otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical, pension, bonus or
similar employee benefit plans sponsored by the Company for its employees.
Services to be Rendered by Consultant
1. Subject to the terms and conditions of this Agreement, the Company hereby
engages the Consultant, and Consultant hereby accepts the engagement, to provide
advice, analysis and recommendations (the "Services") to the Company with
respect to the following:
A. Corporate planning, strategy and negotiations with potential strategic
business partners and/or other general business consulting needs as expressed by
Client;
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B. Business development;
C. Business strategies;
D. Corporate imaging advertising including print, online and multimedia mediums;
F. Development of business compensation policies;
G. Periodic reporting as to developments concerning the industry which may be
relevant or of interest or concern to the Client or the Client's business;
H. Developing and managing Strategic Planning issues;
I. Providing Project Management services for various non-prohibited projects;
J. Assisting in the management of other outsource vendors and/or consultants;
K. Online content development and coordination for the Client's web presence;
L. Provide management consulting services including: analyzing historical
operational performance, reviewing operational performance of the Company on a
monthly basis, making recommendations to enhance the Company's operational
efficiency.
M. Consulting on alternatives to enhance operational growth of the Company;
N. Coordinating corporate administrative activities.
O. Services by the Client for which compensation hereunder is expressly
prohibited by the Company under the terms of this Agreement include:
i. Reorganizations, mergers, divestitures, and due diligence studies;
ii. Capital sources and the formation of financial transactions;
iii. Banking methods and systems;
iv. Guidance and assistance in available alternatives to maximize
shareholder value;
v. Periodic preparation and distribution of research reports and
information to the broker/dealer and investment banking community;
vi. Press Release preparation and distribution.
During the term of this Agreement, Consultant shall render such consulting
services as the Company from time to time reasonably requests, which services
shall include but not be limited to those rendered by Consultant to Company
prior to the date hereof; provided that:
(a) To the extent practicable such services shall be furnished only at such time
and places as are mutually satisfactory to the Company and Consultant.
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Duties of Company
1. Subject to the terms and conditions of this Agreement, Company shall take all
actions necessary to obtain and maintain a qualification for quotation or
listing on the over the counter bulletin board, including:
2. Timely filing of all required SEC reports, including all required financial
information.
3. Compliance with all existing and any proposed or new qualification or listing
requirements on the over the counter bulletin board.
4. Company shall not enter into any binding commitments, obligations or
agreements which relate directly to Consultant without prior notice and
opportunity to review given to Consultant.
5. Company shall promptly furnish to Consultant upon request any requested
information, written or oral, concerning the business and affairs of the Company
reasonably related to services to be rendered by Consultant hereunder.
6. Company shall promptly comply with all reasonable requests of Consultant
under this Agreement.
7. Notwithstanding the provisions of this agreement, any failure of Company to
fully and completely comply with all Company's duties hereunder shall give
Consultant the right to immediately and without notice terminate this Agreement
and retain all shares issued to Consultant hereunder, which shall be deemed
fully earned by Consultant in the event of such termination. All of Company's
agreements, representations, warranties, duties and obligations under this
Agreement shall survive any such termination.
9. Time is of the essence for Company in this provision concerning Company's
Duties.
10. Compensation and Expenses. For the Services provided by the Consultant, the
Company shall compensate the Consultant by delivering to the Consultant, One
Million Five Hundred Thousand (1,500,000) shares of the common stock of the
Company ("Common Stock") that is Freely Tradeable (as hereinafter defined).
"Freely Tradeable" means shares that may be sold at any time by the Consultant
free of any contractual or other restriction on transfer and which have been
appropriately listed or registered for such sale on all securities markets on
any shares of the Common Stock are currently so listed or registered. The
Company will register a sufficient number of shares to pay the compensation set
forth herein by filing a registration statement with the Securities Exchange
Commission on or before the effective date of this agreement.
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General Provisions
1. Successors and Assigns. This Agreement is binding upon and inures to the
benefit of the Company and its affiliates, successors and assigns and is binding
upon and inures to the benefit of Consultant and his successors and assigns;
provided that in no event shall Consultant's obligations to perform the Services
be delegated or transferred by Consultant without the prior written consent of
the Company.
2. Term. This Agreement shall commence on the date hereof and, unless sooner
terminated in accordance with the provisions hereof, shall expire on the date
set forth xxxx. However, the Agreement may be extended by mutual written
consent.
3. Termination. Either the Company or Consultant may terminate this Agreement
for material breach upon at least thirty (30) days prior written notice
specifying the nature of the breach, if such breach has not been substantially
cured within the thirty (30) day period. Upon termination by Company, all shares
and compensation previously paid shall be retained by Consultant.
4. Independent Contractor Relationship. Consultant and the Company are
independent contractors and nothing contained in this Agreement shall be
construed to place them in the relationship of partners, principal and agent,
employer/employee or joint ventures. Neither party shall have the power or right
to bind or obligate the other party, nor shall it hold itself out as having such
authority.
5. Indemnification. Company shall indemnify and hold harmless the Consultant
from and against any and all losses, damages, liabilities, reasonable attorney's
fees, court costs and expenses resulting or arising from any third-party claims,
actions, proceedings, investigations, or litigation relating to or arising from
or in connection with this Agreement, or any act or omission by Company.
6. Notice. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given (i) when delivered, if personally delivered, (ii) when sent
by facsimile transmission, when receipt therefore has been duly received, or
(iii) when mailed by United States registered mail, return receipt requested,
postage prepaid, or by recognized overnight courier, addressed set forth in the
preamble to this Agreement or to such other address as any party may have
furnished to the other in any writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.
7. Miscellaneous. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by authorized officers of each party. No waiver by either party hereto
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
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No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the internal
laws of the State of Nevada. Any controversy arising under or in relation to
this Agreement shall be settled by binding arbitration in Las Vegas, Nevada, in
accordance with the laws of the State of Nevada and the rules of the American
Arbitration Association.
8. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
9. Severability. If in any jurisdiction, any provision of this Agreement or its
application to any party or circumstance is restricted, prohibited or
unenforceable, such provision shall, as to such jurisdiction, be ineffective
only to the extent of such restriction, prohibition or unenforceability, without
invalidating the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or its application
to other parties or circumstances. In addition, if any one or more of the
provisions contained in this Agreement shall for any reason in any jurisdiction
be held to be excessively broad as to time, duration, geographical scope,
activity or subject, it shall be construed, by limiting and reduction it, so as
to be enforceable to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Company
and Consultant as of the date first written above.
Signature of Consultant
Name: Xxxx Xxxx
Signature: /s/ Xxxx Xxxx
Signature of Company
MicroSignal Corporation
Signature: /s/ Xx. Xxxxxxxx Madoff
Title:President/CEO
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