Exhibit 10.8
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "AGREEMENT") is dated as of the 1st day of
September 2010. It is made and entered into by and between Monster Offers,
a Nevada corporation, located at 0000 Xxxxx Xxx Xxx, Xxxxxxx, XX 00000
(hereinafter referred to as the "Company'), and Xxxx Xxxx (hereinafter
referred to as "Consultant").
R E C I T A L S
A. WHEREAS, Monster Offers desires to retain the Consultant, and
the Consultant desires to be retained by Monster Offers, to provide
consulting services; and
B. WHEREAS, Monster Offers desires to compensate the Consultant for
his services and the Consultant desire to be compensated for his services.
C. WHEREAS, and the Consultant has provided marketing services to
Monster Offers; and intends to provide additional marketing support to the
Company.
D. WHEREAS, the Company wishes to retain Xxxx Xxxx as a non-
exclusive corporate consultant; and
E. WHEREAS, the Consultant will work for the company as an
independent contractor.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties agree as follows:
1. CONSULTING SERVICES, TERM AND COMPENSATION. On the terms and
subject to the conditions set forth in this agreement, Consultant and Monster
Offers hereby agree that:
1.1 Services. The Company has utilized the services of Xxxx Xxxx
to provide marketing services and consulting services to the Company. The
Consultant shall agree to make himself available for the on-going technical
support and devote such business time and attention thereto as it shall
determine is required.
The Company understands that any and all suggestions, opinions or
advice given to the Company by the Consultant are advisory only and the
ultimate responsibility, liability and decision regarding any action(s)
taken or filings made lies solely with the Company and not with the
Consultant.
1.2 Throughout the Consulting process, both the Consultant and
Monster Offers will cooperate with each other to help facilitate this
process.
1.3. Term. The term of this Consulting Agreement shall be from
the date hereof until the end of the calendar year 2010 (the "Term").
1.4 Compensation. As compensation for entering into this
Consulting Agreement and for services already rendered and for services to be
rendered, the Consultant shall be entitled to purchase at $0.001 per share or
par value, a total of 200,000 unregistered restricted shares of the Company.
The Consultant further agrees that these shares will be locked-up for a
period of two years.
2. CONSULTANT'S REPRESENTATIONS AND WARRANTIES. The consultant
hereby represents and warrants to Monster Offers that:
2.1 Authority. The individual(s) executing and delivering this
agreement on Consultant's behalf has been duly authorized to do so, the
signature of such individual is binding upon Consultant, and Consultant is
duly organized and subsisting under the laws of the jurisdiction in which it
was organized.
2.2 Enforceability. Consultant have duly executed and delivered
this agreement and (subject to its execution by Monster Offers) it
constitutes a valid and binding agreement of Consultant enforceable in
accordance with its terms against Consultant, except as such enforceability
may be limited by principles of public policy, and subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies.
3. MISCELLANEOUS.
3.1 Assignment. This Agreement is not transferable or assignable.
3.2 Execution and Delivery of Agreement. Each of the parties
shall be entitled to rely on delivery by facsimile transmission of an
executed copy of this agreement by the other party, and acceptance of such
facsimile copies shall create a valid and binding agreement between the
parties.
3.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
3.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this agreement.
3.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
3.6 Waiver and Amendment. Except as otherwise provided herein, the
provisions of this agreement may be waived, altered, amended or repealed, in
whole or in part, only upon the mutual written agreement of ___ and
Consultant.
3.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
3.8 Governing Law. This agreement is governed by and shall be
construed in accordance with the internal law of the State of Nevada without
reference to its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement as of the date first above mentioned.
"CONSULTANT" "MONSTER OFFERS"
By: /s/ Xxxx Xxxx By: /s/ Xxxxx Xxxxxxx
-------------------------------- --------------------------------
Xxxx Xxxx 9/1/2010 Xxxxx Xxxxxxx 9/1/2010
President
