CONSULTING AGREEMENT
The CONSULTING AGREEMENT, made as of February 28, 2002, by and between
Stanford Venture Capital Holdings, Inc. ("Consultant") and Intercallnet, Inc.
(the "Company").
WITNESSETH
WHEREAS, the Company desires to retain Consultant to render certain
consulting and advisory services; and
WHEREAS, Consultant is willing to perform such consulting services on
the terms and conditions herein contained;
NOW, THEREFORE, in consideration of the premises herein and other good
and valuable considerations, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. ENGAGEMENT
The Company hereby engages Consultant, and Consultant hereby accepts
such engagement, as its nonexclusive consultant to render the consulting
services set forth below, as requested by the Company and in furtherance of the
business goals of the Company.
2. CONSULTANT DUTIES
Consultant shall, at the request of the Company, provide financial
consulting and advisory services, including, but not necessarily limited to, the
following: (a) organization and operation of the Company's operations in
Antigua, (b) advice concerning alternative capital structures and additional
funding requirements, (c) advice concerning listing requirements and employment
of financial public relations specialists and (d) advice concerning strategic
transactions that the Company may consider from time to time. Consultant may
also provide additional services at the request of the Company upon terms and
conditions to be mutually agreed upon by the parties at the time of any such
additional engagement. Consultant agrees to provide the aforesaid consulting
services and to faithfully and industriously undertake the performance of such
consulting services at the direction of the Company and to the best of its
ability, experience and talents perform all of those duties that may be required
of Consultant pursuant to the express and implicit terms of this Agreement, and
to the reasonable satisfaction of the Company. Consultant may not use at any
time the name or logo of, or refer to the Company, directly or indirectly, in
any advertisement, sales presentation, news release, report or other publication
or presentation without the Company's prior written approval.
3. TERM
The term of this Agreement during which such consulting services shall
be provided hereunder shall commence on the date hereof and continue for a
period of thirty-six (36) months.
4. COMPENSATION
As full compensation for Consultant's services hereunder, the Company
shall pay Consultant a fee of $50,000 for each year of the term, payable
quarterly in advance in the amount of $12,500, commencing on the date hereof.
Consultant shall also receive or be reimbursed for its reasonable travel and
other expenses directly related to its agreed upon activities in the course of
performing its consulting services but only if such expenses have been incurred
with the Company's prior approval. Consultant shall include documentation to the
degree required for the Company's accounting needs.
5. CONFIDENTIAL INFORMATION
The Company agrees to promptly provide and fully disclose to Consultant
any and all information regarding the Company which Consultant reasonably deems
pertinent to its engagement hereunder.
Consultant hereby covenants and agrees with the Company to carefully
guard and keep confidential (i) any and all reports, materials and information
furnished by Consultant to the Company under this Agreement, (ii) all
information concerning the financial, business, business prospects and any other
affairs of the Company or its affiliated companies of which Consultant shall at
any time become possessed and (iii) the provisions of this Agreement. Consultant
will not during or after the term of this Agreement disclose any such
information to any person, firm or corporation, or use such information for any
purpose other than for the benefit of the Company and with its full knowledge
and consent. The provisions of this paragraph shall not apply to any
information:
(a) which was in Consultant's possession prior to Consultant's
first receipt of the same directly or indirectly from The
Company;
(b) which is now or hereafter becomes part of the public domain
through no act or failure to act on Consultant's part; or
(c) which was heretofore or is hereafter furnished to Consultant
by others who did not receive same from the Company as a
matter of right without restriction on disclosure.
Consultant acknowledges that the Company has advised it that the
Company does not desire to acquire from Consultant any secret or confidential
know-how or information which Consultant may have acquired from others.
Accordingly, Consultant represents and warrants that it is free to divulge to
the Company, without any obligation to, or violation of any right of, others,
any and all information, practices or techniques which Consultant will describe,
demonstrate, divulge or in any other manner make known to the Company during the
performance of its services hereunder.
All records, notes, papers, sketches, drawings, reports, customer
lists, summaries or abstracts, or any other documentation, regardless of the
medium employed, regarding or relating to the Company's businesses, any
contemplated future business prospect of the Company or its services and/or
trade secrets which may be in Consultant's possession or to which it may have
had access shall be and remain the exclusive property of the Company.
6. CONSULTANT STATUS
Each of the Company and Consultant acknowledges that Consultant is
providing services hereunder as an independent contractor. Accordingly,
Consultant agrees that any taxes associated with the performance of its services
hereunder shall be its sole responsibility. Consultant further agrees that
nothing herein shall create a relationship of partners or joint ventures between
Consultant and the Company and, except as otherwise set forth herein, nothing
herein shall be deemed to authorized Consultant to obligate or bind the Company
to any obligation without the prior written consent of the Company in each
instance.
7. INDEMNIFICATION
Each party (an "Indemnifying Party") hereby agrees to indemnify and
hold the other party and its respective affiliates, directors, officers,
employees and agents (collectively, the "Indemnified Parties") harmless from,
and to reimburse each of the Indemnified Parties for, any loss, damage,
deficiency, claim, obligation, suit, action, fee, cost or expense of any nature
whatsoever (including, but not limited to, reasonable attorney's fees and costs)
arising out of, based upon or resulting from (i) the acts or omissions of the
Indemnifying Party in connection with any matter conducted under this Agreement
or (ii) the breach by the Indemnifying Party of any of its obligations under
this Agreement.
8. ASSIGNMENT
Consultant shall not have the right to assign, sell, pledge, or dispose
of in any way this Agreement or its rights and obligations hereunder without,
and then only in accordance with, the Company's prior written consent.
9. TERMINATION OF AGREEMENT
The termination of this Agreement for any reason, whether initiated by
Consultant or by the Company, shall not release Consultant or the Company, as
the case may be, from their respective covenants and obligations under this
Agreement which by their terms continue beyond such termination, including,
without limitation, Consultant's covenants and obligations under Sections 5 and
the Company's obligations under Section 4.
10. SOLE AGREEMENT
This Agreement contains the complete agreement concerning the
arrangement between the parties. The parties stipulate that neither has made any
representation with respect to the subject matter of this Agreement or the
execution and delivery hereof or any other representations except such
representations as are specifically set forth herein, and each of the parties
hereto acknowledges that he or it has relied on its own judgment in entering
into this Agreement.
11. WAIVER OR AMENDMENT
No waiver, amendment or modification of this Agreement or of any
covenant, condition, or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith and no evidence
of any waiver, amendment or modification shall be offered or received in
evidence or in any proceeding, arbitration or litigation between the parties
hereto arising out of or affecting this Agreement, or the rights or obligations
of the parties hereunder, unless such waiver or modification is in writing, duly
executed as aforesaid. The parties further agree that the provisions of this
section may not be waived except as herein set forth.
12. GOVERNING LAW
This Agreement and the rights and obligations arising hereunder shall
be governed by and construed and enforced in accordance with the laws of the
State of Florida, without regard to the principles of conflicts of law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.
STANFORD VENTURE CAPITAL HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
INTERCALLNET, INC.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
