EXHIBIT 10.1
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BUSINESS CONSULTING
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of May 24, 2007, by and
between LANE CAPITAL Markets, LLC (the "Company"), and SPEECHSWITCH INC. (the
"Client").
WHEREAS, the Company provides access to viable business partners with the intent
to merge with the Client. WHEREAS, the Client has desires to utilize the
services offered by the Company.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
hereinafter set forth, the benefits to the parties to be derived there from and
other good and valuable consideration the receipt and adequacy of which is
hereby acknowledged, it is agreed as follows:
1. SERVICES The Client hereby retains the Company and the Company hereby agrees
to provide the following services to the Client as an independent contractor for
the term of the Agreement as defined, below:
Present possible business merger candidates for review by the Client's board of
Directors.
2. TERM. This Agreement shall remain in full force and effect for One Hundred &
Twenty (120) days, beginning upon receipt of the compensation listed in Section
3 herein.
3. COMPENSATION. On commencement of this Agreement, the Company shall receive
10,000,000 Class A common stock shares of the Client (the "Shares") which will
be deemed earned at the signing of this Agreement. The Shares will not be
registered under the Securities Act of 1933, as amended and will have the
following legend affixed thereto:
NO SALE, OFFER TO SELL, OR TRANSFER OF THE COMMON SHARES REPRESENTED BY
THIS CERTIFICATE SHALL BE MADE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED
TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND
IS IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.
4. EXPENSES. The Company agrees to pay all expenses related to the services
described in Section 1.
5. TERMINATION. This Agreement may be terminated (a) by either party with 30
days prior written notice, or (b) should either party enter into, involuntary
bankruptcy, or (c) should the Company knowingly or otherwise render some act or
is involved in some event that has the effect of significantly diminishing the
Client's reputation.
6. IN THE EVENT OF TERMINATION. The Company keeps any initial deposit and the
Client is required to make any delinquent payments to the Company, unless the
Company shall have breached this Agreement.
7. CONTENT. All corporate profiles, press releases, and other written
announcements concerning the Client must be submitted and signed by an
authorized officer of the Client prior to release by the Company. The Company
will not write, edit, or make any modifications to the information provided by
the Client.
8. SEVERABILITY. If any court of competent jurisdiction rules that any portion
of this Agreement is invalid for any reason, the remaining portions of this
Agreement shall nevertheless remain in full force and effect.
9. ATTORNEY'S FEES. If either party is required to hire an attorney to enforce
any of the terms and conditions of this Agreement, the prevailing party shall be
entitled to all reasonable attorney's fees and costs incurred by said party.
10. NOTICES. Any notice required or permitted under this Agreement shall be
effective upon receipt when such notice is delivered through any reputable
overnight courier service to the Company or the Client..
Notice to the Company shall be sent to: Notice to the Client shall be sent to:
Lane Capital Markets, LLC SpeechSwitch Inc.
000 Xxxxxx Xxxxx Xxxx 750 Rt. 34
Fairfield, CT 06824-1929 Xxxxxxx, XX 00000
Xxxxxx Xxxxxx Xxxxxx Xxxxxx
ATTENTION: ATTENTION:
XXXX X. XXXX, CEO XXXXX XXXX, CEO
In the event the address of the Client or the Company changes, the party whose
address changed shall notify the other of such change in writing.
11. WAIVER OF BREACH. The waiver of either party of a breach of any provision of
the Agreement shall not operate or be construed as a waiver of any subsequent
breach by either party.
12. INDEMNIFICATION. The Company shall indemnify and hold harmless the Client
and its officers, directors, employees, stockholders, affiliates, or agents
(collectively, the "Client's Parties") from and against, for and in respect of,
any and all any liabilities, obligations, damages, claims, expenses (including
reasonable legal fees and disbursements), and costs (collectively, the "Client's
Liabilities") incurred by them or any of them that arise out of or in connection
with or that relate to the performance of the Company pursuant to this
Agreement, except to the extent they arise from the negligence, willful or
intentional misconduct, or bad faith of the Client's Parties.
The Client shall indemnify and hold harmless the Company and its officers,
directors, employees, stockholders, agents, and affiliates or agents
(collectively, the "Company's Parties") from and against, for and in respect of,
any and all any liabilities, obligations, damages, claims, expenses (including
reasonable legal fees and disbursements), and costs (collectively, the
"Company's Liabilities") incurred by them or any of them that arise out of or in
connection with or that relate to the performance of the Client pursuant to this
Agreement, except to the extent they arise from the negligence, willful or
intentional misconduct, or bad faith of the Company's Parties.
IN WITNESS WHEREOF, the parties to this Agreement have caused the same to be
executed, and agree thereby to the terms incorporated herein by specific
reference, as to the date first shown above.
FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
LANE CAPITAL MARKETS, LLC SPEECHSWITCH INC.
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Xxxx X. Xxxx Attn: Xxxxx Xxxx
Chief Executive Officer & Title: Chief Executive Officer &
President President
