EX-10.3
CONSULTING AGREEMENT
This CONSULTING AGREEMENT, effective April 1, 2001, is entered into by
and between 5G Wireless Communications, Inc., a Nevada Corporation
("Company"), and 519021 BC. Ltd. (you).
Whereas, Company wishes to retain you as an independent contractor
providing certain services ("Services") listed below and you wish to
provide the Services;
Whereas, in connection with the performance of the Services, you may
be granted access to or otherwise obtain confidential information that
Company requires be kept highly Confidential;
Now, therefore, the parties agree as follows:
1. Engagement.
The Company hereby engages, and you hereby agree to be engaged, as an
independent contractor to provide management consulting services to
Company under the terms set forth herein. The engagement shall not
be full time and you may work for general public, Clients, or
companies other than Company, except to extent prohibited herein. You
shall be Responsible for any and all taxes, tax withholding, vacation,
or any other payments and expenses, Other than the payments set forth
in this Agreement.
2. Services
In exchange for payments set forth herein, you shall provide
management consulting services for Company, including but not limited
to; Sales, Marketing, Product Development, Product Research, New
business Proposals, and assisting in the overall development of the
current and future business of the Company. You shall control the
times which you Perform the services, but should notify the company of
any specific weeks during which you are not available. While you
shall perform the Services in a professional, ethical, first-class and
quality Manner, you shall control how the Services are performed. You
shall devote a major portion of Business time, attention and energy to
the business and affairs of the Company and its affiliates, as its
business and affairs now exist and as they hereafter may be changed.
You may serve as a Member of the Board of Directors of other
organizations that may or may not compete with the Company, and may
participate in other professional, civic, governmental organizations
and activities that do not materially affect his ability to carry out
his duties hereunder.
3. Compensation
The Company will pay you the sum of Six Thousand Dollars
($6,000.00) US$ monthly or such greater sum as may be approved by the
Board of Directors or the Company. Monthly installments will be paid
consistent with Company's payroll practices.
4. Expenses and Travel
Upon submission of itemized expense statements attached to a monthly
invoice supplied by you in the manner specified by the Company, You
shall be entitled to reimbursement for reasonable travel and other
reasonable business expenses duly incurred by You in the performance
of duties under this Agreement.
5. Term
The term of this agreement shall be for 24 months unless earlier
terminated in accordance to its terms. This agreement shall be
automatically renewed for 24 months if it is not terminated in writing
at the end of its term.
6. Termination
This Agreement shall automatically terminate upon a material breach of
the Agreement which is not cured within thirty days after notice by
the non-breaching party detailing such breach. Upon the termination of
this agreement, the company shall, subject to its right to set off any
damages or other amounts claimed by the Company from the Consultant,
pay to the Consultant all amounts accruing hereunder up to and
including the effective date of termination.
7. Entire Agreement
This Agreement sets forth the entire understanding of the parties,
there being no terms, conditions, promises, warranties or
representations other than those contained herein, and no amendments
hereto shall be valid unless made in writing and signed by the parties
hereto.
8. Severability
If any provision of this agreement is declared of found to be illegal,
unenforceable, or void, in whole or in part, it is the intent and
agreement of both parties that: (i) this agreement shall be deemed
amended by modifying such provisions to the extent necessary to make
it legal, valid and enforceable.
9. Binding Agreement
Each party is fully competent, authorized and empowered to sign this
agreement and bind each party. Each party has taken the necessary
action to make this Agreement fully authorized and binding upon such
party. By signing below, each party agrees to be bound by the terms of
this Agreement.
10. Assignment
Assignment and Transfer. Executive's rights and obligations under
this Agreement shall not be transferable by assignment or otherwise,
and any purported assignment, transfer or delegation thereof shall be
void. This Agreement shall inure to the benefit of, and be binding
upon and enforceable by, any purchaser of substantially all of
Company's assets, any corporate successor to Company or any Assignee
thereof You may not assign this Agreement without the prior written
consent of the Company.
11. Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada without regard to conflict of law
principles.
12. Notices
All notices or demands to be given or made under this agreement shall
be transmitted by facsimile, overnight express mail, or registered mail.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date set forth below.
5G Wireless Communications, Inc. 519021 BC Ltd.
By: /s/ Xxxxxxx Xxx By: /s/ Xxx Xxxxxxxx
Xxxxxxx Xxx, CEO Xxx Xxxxxxxx, President
