Exhibit 10.1
Consulting Agreement
A G R E E M E N T made this 21th day of January, 2011, by and between
Xxxxxxxxx X. Xxxxxx, whose address is 0000 Xxxxxxxx Xx., Xxx Xxxxx, XX 00000,
hereinafter referred to as the "Consultant", and Monster Offers, whose
principal place of business is located at P. O. Xxx 0000, Xxxxxxx, XX 00000,
hereinafter referred to as "Company".
W I T N E S E T H:
WHEREAS, the Company desires to engage the services of the Consultant to
perform for the Company consulting services as an independent contractor and
not as an employee; and WHEREAS, Consultant desires to consult with the Board
of Directors, the officers of the Company, and the administrative staff, and
to undertake for the Company consultation as to the direction of certain
functions in said management of;
NOW, THEREFORE, it is agreed as follows:
1. Term. The respective duties and obligations of the contracting parties
shall be for a period of six (6) months commencing on the 21st day of
January, 2011, and may be terminated by the Company by giving thirty (30)
days' written notice to Consultant at the addresses stated above or at an
address chosen subsequent to the execution of this agreement and duly
communicated to the party giving notice.
2. Consultations. Consultant shall be available to consult with the Board of
Directors, the officers of the Company, and the heads of the administrative
staff, at reasonable times. In general, the important problems of concern in
the business affairs of the Company. Consultant agrees to provide Monster
Offers on a best efforts basis, such services to Monster Offers as to assist
Monster Offers in business development, evaluating potential business
opportunities and helping with the development of business strategies.
Without limiting the generality of the foregoing, the Consultant will also
assist Monster Offers in developing, studying and evaluating new customer
opportunities, strategic relationships, prepare reports and analyses thereon
when advisable, and assist in matters of corporate activities pertaining
thereof. Consultant shall not represent the Company, its Board of Directors,
its officers or any other members of the Company in any transactions or
communications nor shall Consultant make claim to do so.
3. Liability. With regard to the services to be performed by the Consultant
pursuant to the terms of this agreement, the Consultant shall not be liable
to the Company, or to anyone who may claim any right due to any relationship
with the Corporation, for any acts or omissions in the performance of
services on the part of the Consultant or on the part of the agents or
employees of the Consultant, except when said acts or omissions of the
Consultant are due to willful misconduct or gross negligence. The Company
shall hold the Consultant free and harmless from any obligations, costs,
claims, judgments, attorneys' fees, and attachments arising from or growing
out of the services rendered to the Company pursuant to the terms of this
agreement or in any way connected with the rendering of services, except when
the same shall arise due to the willful misconduct or gross negligence of the
Consultant and the Consultant is adjudged to be guilty of willful misconduct
or gross negligence by a court of competent jurisdiction.
4. Compensation. The Consultant shall receive from the Company for the
performance of the services rendered to the Company pursuant to the terms of
the agreement two hundred thousand (200,000) MONT free trading shares due
upon the execution of the Agreement; for six (6) months of services. These
terms are more thoroughly referenced in Schedule A-1, attached herein to this
document.
6. Arbitration. Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled by arbitration in
accordance of the rules of the American Arbitration Association, and judgment
upon the award rendered by the arbitrator(s) shall be entered in any court
having jurisdiction thereof. For that purpose, the parties hereto consent to
the jurisdiction and venue of an appropriate court located in County of San
Diego, State of California. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties agree to
reimburse the prevailing party's reasonable attorney's fees, court costs, and
all other expenses, whether or not taxable by the court as costs, in addition
to any other relief to which the prevailing party may be entitled. In such
event, no action shall be entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date the cause(s)
of action actually accrued regardless of whether damages were otherwise as of
said time calculable.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
XXXXXXXXX X. XXXXXX - CONSULTANT
By: ________________________________ Date: ______________
Xxxxxxxxx X. Xxxxxx
MONSTER OFFERS
By: _________________________________ Date: ______________
Xxxx Gain
CEO
SCHEDULE A-1
For the services to be rendered and performed by Xxxxxxxxx X. Xxxxxx,
Consultant, during the term of this Agreement, the Company shall, upon
acceptance of this Agreement, pay to Consultant:
Two Hundred Thousand (200,000) MONT free trading shares due upon the
execution of the Agreement, for six (6) months of services.
XXXXXXXXX X. XXXXXX - CONSULTANT
By: ________________________________ Date: ______________
Xxxxxxxxx X. Xxxxxx
MONSTER OFFERS
By: _________________________________ Date: ______________
Xxxx Gain
CEO
