CONSULTING AGREEMENT, dated as of June 1, 2002, between INSYNQ, Inc., a Delaware
corporation, having an office at 0000 Xxxxxxxx Xxxxx, Xxxxxx XX 00000 (the
"Company") and THE N.I.R. GROUP, LLC, a New York limited liability company with
executive offices located at 000 Xxxxx Xxxxxx, Xxxxx X, Xxxxxxx, Xxx Xxxx 00000
(the "Consultant").
WITNESSETH:
WHEREAS, the Company, through its affiliates and principals, has extensive
experience in its areas of expertise, including, without limitation, financial,
strategic and operational consulting and other business matters; and
WHEREAS, the Consultant has expertise in the assisting in the development
and expansion of companies such as the Company; and
WHEREAS, the Company desires to retain the services of the Consultant to
render strategic advice with respect to the development of the Company; and
WHEREAS, the Consultant wishes to render such services to the Company upon
the terms, conditions and covenants set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, and subject to the conditions contained herein, the
parties hereto hereby agree as follows:
I. Terms of Service.
Section 1.01 Duties. The Consultant will advise the Company's management,
employees, and agents with respect to the Company's field of interest and
business, and strategic and commercial matters related to the Consultant's
expertise. The Consultant will use best efforts to assist the company in overall
operational and business strategy. The Consultant will assist the Company in
structuring acquisition plans, including, without limitation, structuring and
negotiation of acquisitions and dispositions of assets. Upon reasonable notice
to the Consultant, the Company will have access to the Consultant at reasonable
times in order to discuss matters related to the Company's business. The
services to be provided by the Consultant pursuant to the terms hereof, whether
such services are performed verbally or in writing, shall be reasonable in terms
of hours per month. If no such services are requested, the consulting fees
provided for herein shall still be paid.
Section 1.02 Term; Termination. The term (the "Term") of this Agreement
shall be three (3) months, commencing on the date hereof. In the event of any
earlier termination of this Agreement, the parties hereto agree that the
Consultant shall be entitled to the amounts otherwise due hereunder
notwithstanding such termination.
Section 1.03 Consulting Fee. In consideration of the services to be
performed hereunder, the Consultant shall receive the fee of $11,700.00 per
month in cash and 300,000 shares (together with the Cash Fee, the "Consulting
Fee") of the Company's common stock per month, payable monthly on the first of
each month in advance.
Section 1.04 Expenses. If the Company requests the Consultant to provide
any specific services hereunder that cause the Consultant to incur expenses, the
Company shall reimburse the Consultant for all reasonable expenses upon
presentation of expense vouchers or statements or such other supporting
information as the Company may require. However, notwithstanding anything
contained in the foregoing to the contrary, the Consultant shall not incur any
reimbursable expense in excess of $500.00 without the prior written consent of
the Company.
II. Miscellaneous.
Section 2.01 No Violation of Other Agreements. Each of the parties hereto
represents and warrants that execution, delivery, or performance of this
Agreement does not conflict with, or violate the terms of, any other agreement
to which it is a party or by which it is bound.
Section 2.02 Independent Contractor; Limitation of Liability.
(a)The Consultant is an independent contractor to the Company, and
nothing herein shall be deemed to constitute the Consultant or its
agents as an employee or agent of the Company.
(b) The Company acknowledges that it remains solely responsible for
the conduct and operation of its business and that the Consultant
makes no representation or warranty and assumes no liability with
respect to the outcome or result of any particular course of action or
operation of the Company's business.
Section 2.03 Notices. Any notice provided under this Agreement shall be in
writing and shall be deemed to have been effectively given when delivered
personally, sent by private express mail service (such as Federal Express), or
sent by registered or certified mail (return receipt requested) to the address
set forth in the introductory paragraph hereof (or to other address as any party
has furnished in writing to the other parties in accordance with the provisions
of this Section 2.03).
Section 2.04 Assignment. None of the parties may assign its interest in
this Agreement or delegate its responsibilities hereunder without prior written
consent of the other party.
Section 2.05 Severability. The invalidity or unenforceability of any
particular provision of this Agreement or portion thereof shall not affect the
validity or unenforceability of any other provision thereof. If any provision of
this Agreement is adjudicated to be so broad as to be unenforceable, it shall be
interpreted to be only as broad as is enforceable.
Section 2.06 Counterparts; Governing Law. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New York, without giving effect to conflict of laws.
Section 2.07 Headings. The article and section headings in this Agreement
are solely for convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.
Section 2.08 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the
parties hereto have
executed this Agreement as
of the date first above
written. INSYNQ, Inc.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: CEO
THE N.I.R. GROUP, LLC
By: /s/ Xxxxx X. Xxxxxxxx
--------------------
Name: Xxxxx X. Xxxxxxxx
Title: Member
