Consulting Agreement
Exhibit
10.1
This
agreement
made as
of the 31 day of Oct, 2005 Between:
Dispatch
Auto Parts
(The
Company)
And
Xxxxxx
Xxxxxx
(The
Consultant)
Recites
That
the
Company has agreed to retain the expert business and financial consulting
services of the consultant and the consultant has agreed to provide business
and
financial consulting services to the Company, all on the terms and conditions
hereinafter set forth.
Now
Therefore
in
consideration of the following mutual covenants and agreements, the parties
hereto agree with each other as follows:
| 1. |
The
Consultant represents that he has special expertise in the field
of
business and financing and has the time and recourses so as to be
available to perform services contemplated by this agreement and
there are
no contemplated or legal impediments to him doing
so.
|
| 2. |
The
Company shall retain the Consultant to provide the following
services:
|
| a. |
Advice
and financial consulting services to the Company, specifically with
respect to Communications and information, which may include, but
not
necessarily limited to review the writing by the Company of the corporate
profile and review of any research
reports.
|
| b. |
Assisting
and providing advice and financial consulting services to the Company
in
its management relations with any other joint venture partner, present
or
potential.
|
| c. |
Such
other services and assistance to the Company and its officers and
directors within the scope of the Consultant’s expertise as the officers
of the Company and the Consultant may mutually agree from time to
time.
|
| 3. |
The
term of the agreement shall be Oct
31, 2005,
commencing on the date hereof and ending on Oct
31, 2006.
During the term of this agreement, Consultant shall provide oral
reports
of Consultants activity on behalf of the
Company.
|
| 4. |
Nothing
herein shall constitute the Consultant as employee or agent of the
Company
except to such an extent a might hereafter be agreed upon for a particular
purpose. Except as agreed, the Consultant shall not have the authority
to
obligate or commit the Company in any manner
whatsoever.
|
1
| 5. |
In
consideration providing the consulting services provided for hereunder,
the Company shall and deliver to the Consultant 835,000
shares of post-split common
stock.
|
| a. |
___________________
upon execution of this agreement.
|
| b. |
Additional
shares
may be requested during this agreement for additional
services.
|
| 6. |
The
consultant shall be responsible for all of his own out of pocket
expenses
incurred in connection with the consulting services to be provided
hereunder, unless the Company agrees in writing prior to an expense
being
incurred. Consultant shall have no obligation to incur any expense
if the
Company does not agree to reimburse Consultant for
same.
|
| 7. |
The
consultant shall cease to do business or if either party hereto shall
be
adjudicated a bankrupt, or if either party hereto fails to perform
and of
his or its obligations hereunder, then and in any such event the
other
party shall have the right, at any time thereafter to terminate this
agreement by giving two days written notice of termination to the
defaulting party under this paragraph, and this agreement and the
respective obligations of the parties hereunder shall be
terminated.
|
| 8. |
This
agreement shall be binding upon the parties hereto and their respective
heirs, executors, administrators, legal representatives, successors
and
assigns. This agreement may not be assigned by either party hereto
without
the prior written consent of the other
party.
|
| 9. |
This
agreement constitutes the entire agreement between the parties hereto
and
supersedes all prior agreements, understandings, negotiations and
discussions, whether oral of written between the parties
hereto.
|
| 10. |
Each
of the parties hereto agrees to execute all such further instruments
and
documents and to take all such further action as to the other party
may
reasonably require in order to effectuate the terms and purposes
of this
agreement.
|
| 11. |
No
amendment or medications of this agreement shall be binding unless
in
writing and signed by the parties
hereto.
|
| 12. |
No
waiver by a party of any branch of any of the provisions of this
agreement
by any other party shall take effect of be binding upon such party.
Unless
otherwise provided therein, such waiver shall not limit or affect
the
right of such party with respect to any other
breach.
|
| 13. |
All
notices or other communications authorized or required to be given
pursuant to this agreement shall be in writing and either delivered
by
hand, mailed by registered, first call mail, postage prepaid, or
sent by
facsimile as follows:
|
2
| a. |
To
the Company at:
|
000
Xxxxxxxxx Xxxx
Xxxx
Xxxxxxxxx, XX 00000
| b. |
To
the Consultant:
|
Xxxxxx
Xxxxxx
000
Xxxxxxxx Xxxx
Xxxx
Xxxxxxxxx, XX 00000
| 14. |
This
agreement shall be deemed to be made in and shall be construed in
accordance with the law.
|
| 15. |
Each
of the parties hereto represents that it has the legal authority
to enter
into this Agreement and that this agreement is a valid and binding
obligation of such party.
|
| 16. |
This
agreement may be executed in several counterparts and each executed
copy
will constitute an original instrument but such counterparts shall
together constitute but one and the same
instrument.
|
In
Witness Where Of the parties hereto duly executed this agreement.
/s/
Xxxxxx
Slocum___________
/s/ Xxxxx Barny____________
(Signature
“Consultant)
(Signature
“Company”)
Xxxxxx
Slocum_____________
Xxxxx
Barny_____________
(Print)
(Print)
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