EXHIBIT 10.3
MANAGEMENT CONSULTING SERVICES AGREEMENT BY AND BETWEEN EASYWEB, INC.
AND XXXX XXXXXXX
This Agreement is made as of this 1rst (first) day of October 2004, by and
between EasyWeb, Inc. ("Company") and Xxxx Xxxxxxx (the "Consultant").
Witnesseth
WHEREAS, the company desires to be assured of the association and services of
the Consultant in order to avail itself of the Consultant's experience, skills,
abilities, knowledge and background to facilitate long range strategic planning
and to advise the Company in business and/or financial matters and is therefore
willing to engage the Consultant upon the terms and conditions set forth herein.
WHEREAS, the consultant agrees to be engaged and retained by the Company and
upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing, of the mutual promises
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. ENGAGEMENT
Company hereby engages Consultant on a non exclusive basis, and Consultant
hereby accepts the engagement to become a management consultant to the company
and to render such advice, consultation, information, and services to the
Directors and/or Officers of the Client regarding general financial and business
matters, including but not limited to:
A. Mergers and acquisitions;
B. Due diligence studies, reorganizations, divestures;
C. Capital structures, banking methods and systems;
D. Periodic reporting as to developments concerning the general financial
markets and public securities markets and industry which may be
relevant or of interest or concern to the Company or the Company's
business; and
E. Guidance and assistance in available alternatives for accounts
receivable financing and/or other asset financing;
F. Structural recommendations to assist the Company's capability to
finance;
It shall be expressly understood that Consultant shall have no power to bind
Company to any contract or obligation or to transact any business in Company's
name or on behalf of the Company in any manner.
2. TERM
The term of this Agreement shall commence on the date hereof and continue
indefinitely or until both parties agree that the Company is in a solid
financial position. This agreement may be terminated by the Company for
non-performance, although payment shall be due Consultant by the Company upon
any aforementioned transactions closing if Consultant agrees that such payment
shall not be detrimental to the Company financially. Either party may cancel
this Agreement after one year upon written notice, provided all outstanding
authorized expenses are paid in full. In the event either party violates any
material provision of this Agreement and fails to cure such violation from the
other party. Such cancellation shall not excuse the breach or non-performance by
the other party or relieve the breaching party of its obligation incurred prior
to the date of cancellation.
3. COMPENSATION AND FEES:
As consideration for Consultant entering into this Agreement, Company and
Consultant shall agree to the following:
A. Company shall pay Consultant a one-time consultation fee of $120,000 U.S.
Dollars to be paid directly to the Consultant on the day of closing of any of
the aforementioned business transactions or any transaction giving the Company a
valid financial direction.
4. EXCLUSIVITY, PERFORMANCE, CONFIDENTIALITY
The services of consultant hereunder shall not be exclusive, and Consultant and
its agents may perform similar or different services for other persons or
entities whether or not they are competitors of Company. Consultant shall be
required to expend only such time as is necessary to service Company in a
commercially reasonable manner. Consultant acknowledges and agrees that
confidential and valuable information proprietary to Company and obtained during
its engagement by the Client, shall not be directly or indirectly, disclosed
without the prior express written consent of the Company, unless and until such
information is otherwise known to the public generally or is not otherwise
secret and confidential.
5. INDEPENDENT CONTRACTOR
In its performance hereunder, Consultant and its agents shall be independent
contractors. Consultant shall complete the services required hereunder according
to his own means and methods of work, shall be in the exclusive charge and
control of Consultant and which shall not be subject to the control or
supervision of Company, except as to the results of the work or to the extent
necessary for the Company to verify the Consultant's compliance with applicable
laws and regulations to which the Company may be subject. Client acknowledges
that nothing in this Agreemen shall be construed to require Consultant to
provide services to client at any specific time, or in any specific place or
manner.
6. MISCELLANEOUS
No waiver of any of the provision of this Agreement shall be deemed or shall
constitute a waiver of any other provision and no waiver shall constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver. No supplement, modification or amendment of the
Agreement shall be binding unless executed in writing by all parties. This
Agreement constitutes the entire agreement between the parties and supersedes
any prior agreements or negotiations.
There are no third party beneficiaries to this Agreement.
6. GENERAL PROVISIONS
A. This Agreement shall in all respects be interpreted, enforced and
governed under the laws of the State of Colorado. The language and all
parts of this Agreement shall be in all cases construed as a whole
according to its very meaning and not strictly for or against any
individual party.
B. Any dispute arising under or in any way related to this Agreement
shall be submitted to binding arbitration by the American Arbitration
Association in accordance with the Association's commercial rules then
in effect. The arbitration may be conducted in person, by telephone or
online as agreed by all parties. The arbitration shall be binding on
the parties and the arbitration award may be confirmed by any court of
competent jurisdiction.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the
date first written above.
/s/ Xxxxx Xxxxx
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EasyWeb, Inc.
President and CEO
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
X/X Xxxxxx Xxxxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
