MILESTONE MANAGEMENT LTD., LLC
0000 Xx Xxxxxx Xxxx, Xxxxx 000-000
Xxxxxxxx, Xxxxxxxxxx 00000
000-000-0000
kdills2002@Yahoo, corn
MANAGEMENT CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is to be effective as of
the 9th day of October, 2002 by and between American Millennium Corporation,
Inc. (the "Company"), having its' principal place of business at 0000 00xx
Xxxxxx, Xxxxx 000, Xxxxxx Xxxxxxxx 00000, and Xxxxx X. Xxxxx of Milestone
Management Ltd., LLC, (the "Consultant"), having its' principal place of
business at 6965 X0 Xxxxxx Xxxx, Xxxxx 000-000, Xxxxxxxx, Xxxxxxxxxx 00000.
The parties agree as follows:
1. Appointment of "Consultant". Company hereby engages the Consultant and
Consultant hereby agrees to render services to the Company as a management
consultant, strategic planner and corporate development advisor.
2. Duties. During the term of this Agreement, Consultant shall provide advice
to, undertake for, and consult with the Company concerning strategic
plating and corporate development on connection with the operation of the
business of the Company. Consultant agrees to provide on a timely basis the
following enumerated services plus any additional services contemplated
thereby:
(a) The implementation of short range and long term strategic planning to fully
develop and enhance the Company's assets, resources, products and services;
(b) The implementation of a marketing program to assist the Company in
broadening the markets for its business and services and promote the image
of the Company and its business and services;
(c) The implementation of all corporate development enhancements in a timely
manner;
(d) Advise and recommend to the Company additional services relating to the
present business and services provided by the Company, as well as new
products and services that may be provided by the Company.
all as more specifically set out in the attached Statement of Work (SOW).
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3. Term. The term of this Agreement shall be for a twelve (12) month period
commencing on the date hereof and will continue on a month to month bases until
terminated by the Consultant or the Company with five (5) days notice.
4. Compensation. See Statement of Work.
5. Expenses. Consultant shall be entitled for reimbursement by the Company of
such reasonable out of pocket expenses as Consultant may incur in performing
services under this Agreement. Any expenses over $500.00 shall 'be approved in
advance with the Company.
6. Confidentiality. While serving as a Consultant to the Company, Consultant may
obtain knowledge or private information belonging to, or possessed or used by,
the Company and its business. This "knowledge or information (the "PROPRIETARY
INFORMATION") may include, but is not limited to, knowledge or information in
the form of proprietary, confidential or trade secret processes, plans,
materials, formulas, and the like relating to the Company's business, products
and other activities. Consultant agrees to treat such knowledge or information
as confidential.
Consultant agrees that he will not, without the prior written consent of the
Company, at any time during the term of this Agreement, and for a period of one
(1) year after termination of this Agreement, directly or indirectly reveal,
furnish or make known to any person or use for Consultant's benefit or the
benefit of others, any PROPRIETARY INFORMATION of the Company, disclosed to,
learned of, developed, or otherwise acquired by Consultant while performing
services for the Company. Consultant is permitted to disclose the information
obtained under the terms of this Agreement to third parties only on a
need-to-know basis related to the performance of work under this Agreement,
provided that the Company has approved the disclosure in advance, and only if
such persons are bound to protect the confidentiality of such information to the
same extent as the Consultant pursuant to this Agreement.
This obligation is specifically qualified and limited by the understanding that
Consultant will not have any obligation or liability of any kind with respect to
any PROPRIETARY INFORMATION which: (a) is generally known to the public at the
time of disclosure or becomes generally known through no wrongful act on the
part of the Consultant; (b) becomes known to the Consultant through disclosure
by sources other than the Company having the legal right to disclose such
PROPRIETARY INFORMATION; (c) has been independently developed by the Consultant
without reference to or use of the PROPRIETARY INFECTION; or (d) is required to
be disclosed by the Consultant to comply with applicable laws or governmental
regulations, PROVIDED THAT the Consultant provides prior written notice of such
disclosure to the Company and takes reasonable and lawful actions to avoid
and/or minimize 'the extent of such disclosure.
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7. Indemnification. Company, its agents or assigns hereby agree to indemnify and
hold Consultant harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including, reasonable attorney's fees
(collectively the '~Liabilities') joint and several, arising of the performance
of Consulting Agreement, whether or not Consultant is a party to such dispute.
This indemnity shall not apply, however, and Consultant shall indemnify and hold
the Company, its affiliates, control persons~ officers, employees and agents
harmless from and against all liabilities, where a court of competent
jurisdiction has made a final determination that Consultant engaged in gross
recklessness and willful misconduct in the performance of its services hereunder
which gave rise to the losses, claim, damage, liability, cost or expense sought
to be recovered hereunder (but pending any such final determination, the
indemnification and reimbursement provisions of tiffs Agreement shall apply and
the Company shall perform its obligations there under to reimburse Consultant
for its expenses). The provisions of this paragraph 7 shall survive the
termination and expiration of this Agreement.
Independent Contractor. Consultant and the Company hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold itself out
as, nor shall it take any action from which others might infer that it is an
agent of or a joint venture of the Company.
Miscellaneous. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof; and supersedes and cancels any prior
communications, understandings and agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties. The laws of the State
of California shall govern this agreement.
The foregoing correctly sets forth our understanding by signing this Agreement
where provided.
Accepted and Agreed to as of the 7th day of November.
Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxx
------------------------ -------------------------
Consultant President and CEO
American Millennium Corporation, Inc.
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STATEMENT OF WORK
Consultant will provide the following services under tiffs Agreement:
a. Work with Company on the production of a capital formation plan. b. Market
the offering documents for any specific offering of the Company.
c. Take all actions to ensure SEC compliance for any marketing of an
offering of the Company including proper reviews of ail personnel
associated with the offering activities. d. Work with Securities Compliance
Control on the execution of actions for the Company offerings with the
specific purpose of ensuring compliance with all SEC requirements by
Milestone Management.
Payment
For the first offering of the Company, Consultant Mil be paid $10,000 and Five
Hundred Thousand (500,000) shares of AMCi restricted common stock for the
initial effort for the marketing of the Company's first offering and interaction
with Securities Compliance Control during the placement period. This initial
offering marketing period is expected to last roughly four to six weeks.
Upon the successful placing of the initial Company offering, Company and
Consultant will agree upon a monthly fee for the continued support of the
Company's capital formation plan.
Payment for work on subsequent offerings shall be agreed upon by the parties
prior to Consultant undertaking any work on such offerings.
- 4. - PROPRIETARY
