SECURITIES COMPLIANCE CONSULTING AGREEMENT
Exhibit 10.22
SECURITIES COMPLIANCE CONSULTING AGREEMENT
SECURITIES COMPLIANCE CONSULTING AGREEMENT
THIS AGREEMENT made as of March15, 2005 (the “Effective Date”)
BETWEEN:
SECURITIES COMPLIANCE INC., (formerly Interven Capital Corporation) a Nevada corporation, having its offices located at 000 Xxxxx Xxxx Xx., Xxx. 0, Xxxx, Xxxxxx X.X.X. 00000, (“SCI”),
AND:
XXXX XXXXX, an individual, of 000 Xxxxx Xxxx Xx., Xxx. 0, Xxxx, Xxxxxx X.X.X. 00000, (“Xxxxx”)
jointly and severally referred to hereto as “Consultant”,
AND:
MOVING BYTES INC., a company incorporated under the Canada Business Corporations Act having its offices located at 4340 Redwood Hwy., Ste. F222, San Rafael, California , U.S.A., 94949, (“MBI”)
WITNESSES THAT WHEREAS:
A.
SCI, Xxxxx and MBI entered into a consulting services agreement effective as of October 1, 2004, (the “Original Agreement”); and
B.
The parties wish to enter into this agreement (the “Agreement”) to replace the Original Agreement effective as of the date first above written.
NOW THEREFORE, in consideration of the recitals, the following agreements, the payment of One Dollar ($1.00) made by each party to the other, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party, the parties agree as follows:
ARTICLE ONE
SERVICES
Term of Services; Services
1)
Subject to the terms and conditions hereto contained, Xxxxx will serve as Chief Financial Officer of MBI, and this Agreement shall remain in effect until, the earlier event of:
a)
The date on which MBI files its annual report with US Securities and Exchange Commission (SEC) on form 10KSB for its fiscal year ended December 31, 2004; or
b)
April 15, 2005, (the “Termination Date”),
a copy of Xxxxx’x resignation letter is attached hereto as Exhibit A.
2)
Xxxxx shall assemble the work of third parties, and prepare and make filings on SEC form 8K and SEC form 10KSB through the Termination Date and Xxxxx shall review MBI’s annual report with SEC on form 10KSB for its fiscal year ended December 31, 2004 and sign such report on behalf of MBI as may be required by his role as CFO of MBI.
Performance of Service
3)
Xxxxx will perform the work and services for MBI in Xxxxx offices. Xxxxx shall not be required to travel on behalf of MBI.
4)
The manner in which services are to be performed and the specific hours to be worked by Xxxxx shall be determined by Xxxxx, provided that Xxxxx shall work as many hours as may be reasonably necessary to fulfill Xxxxx’x obligations under this Agreement.
5)
Xxxxx’x services shall not be exclusive to MBI with respect to business currently conducted or proposed to be conducted by MBI.
ARTICLE TWO
REMUNERATION
Compensation
6)
In consideration for the services provided by Xxxxx, MBI shall pay to SCI:
Fifteen Thousand US dollars ($15,000 USD) payable upon the execution of this Agreement and prior to Xxxxx beginning work as set forth under Section 2 hereto and Fifteen Thousand US dollars ($15,000 USD) immediately following the filing of MBI’s annual report with US Securities and Exchange Commission (SEC) on form 10KSB for its fiscal year ended December 31, 2004.
Expenses
7)
Xxxxx will be reimbursed for all reasonable costs, including but not limited to, telephone expenses and other out-of-pocket expenses actually and properly incurred by Xxxxx in connection with the duties hereunder. For all such expenses, Xxxxx will furnish to MBI statements and vouchers.
ARTICLE THREE
XXXXX’X COVENANTS
Amounts Due Under Original Agreement
8)
SCI and Xxxxx agree to forgive all amounts which are due and unpaid under the Original Agreement as of the Effective Date.
ARTICLE FOUR
MBI’S COVENANTS
Hold Harmless
9)
MBI agrees to defend, indemnify and hold harmless Xxxxx, and SCI and its officers, directors, principals, employees and subcontractors, from and against all claims, losses, damages and costs caused by, arising out of, or relating to, services provided under this Agreement and the Original Agreement, and acts or omissions by Xxxxx, both future and past, as an officer and director of MBI, except as to any acts or omissions which Xxxxx knowingly and intentionally has taken or takes in violation of any applicable laws.
Return of MBI Property
10)
Subsequent to the Termination Date, Xxxxx will at once deliver or transfer, or cause to be delivered or transferred, to MBI, at the sole expense of MBI, all books, documents, money, securities, and records of Confidential Information or copies thereof belonging to MBI or for which MBI is liable to others, which are in the possession, charge, control or custody of Xxxxx, and which have not been prior delivered or transferred to MBI.
Provisions which Operate Following Termination
11)
The provisions of Section 9 hereto, and any other provisions of this Agreement necessary to give efficacy thereto, will continue in full force and effect following the termination of the Agreement and the Termination Date.
ARTICLE SIX
GENERAL
Sections and Headings
12)
The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and will not affect the construction or interpretation of this Agreement.
Benefit of Agreement
13)
This Agreement will enure to the benefit of and be binding upon the successors and permitted assigns of MBI, SCI and Xxxxx respectively and upon their successors, assigns, heirs, executors, administrators and legal representatives.
Entire Agreement
14)
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement.
Amendments and Waivers
15)
No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.
Severability
16)
If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.
Legal Fees and Costs
17)
In the event of any litigation arising from or related to this Agreement, the prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorney’s fees, expert’s fees and other related expenses.
Notices
18)
Any demand, notice or other communication (a “Notice”) to be given in connection with this Agreement will be given in writing and may be given by personal delivery or by registered mail addressed to the recipient as follows:
i)
SCI/Xxxxx:
000 Xxxxx Xxxx Xx., Xxx. 0, Xxxx, Xxxxxx, X.X.X. 00000
ii)
To the Board of Directors of MBI: 0000 Xxxxxxx Xxx., Xxx. X000, Xxx Xxxxxx, Xx 00000
or such other address or individual as may be designated by notice by either party to the other. Any Notice given by personal delivery will be deemed to have been given on the day of actual delivery thereof and, if made or given by registered mail, on the fifth day following the deposit thereof in the mail.
Governing Law
19)
This Agreement shall be deemed to have been made and executed in the State of Nevada and shall be construed in accordance with the laws of Nevada under the jurisdiction of the State of Nevada and the laws of the United States applicable thereto.
Counterparts
20)
This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such facsimile or counterpart so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the date as set out on the first page of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
SECURITIES COMPLIANCE INC.
Xxxx Xxxxx
/s/ XXXX XXXXX
/s/ XXXX XXXXX
Xxxx Xxxxx, President
Xxxx Xxxxx
/s/ J. XXXX MUSTAD
J. Xxxx Mustad, Chief Executive Officer
EXHIBIT A
March 15, 2005
Board of Directors
0000 Xxxxxxx Xxx., Xxx. X000
Xxx Xxxxxx, Xx 00000
Dear Moving Bytes Inc. Board of Directors,
I Xxxx X. Xxxxx hereby resign as President, Chief Financial Officer and Secretary of Moving Bytes Inc. effective as of the earlier event of:
a)
The date on which MBI files its annual report with US Securities and Exchange Commission on form 10KSB for its fiscal year ended December 31, 2004; or
b)
April 15, 2005.
Sincerely,
/s/ XXXX XXXXX
Xxxx Xxxxx