Exhibit 99.4
JWZ Holdings, Inc.
CONSULTING AGREEMENT
AGREEMENT made this 15th day of April, 2002, by and between Augrid of Nevada,
Inc. with its principal place of business located at 0000 Xxxx 00xx Xxxxxx - 0xx
Xxxxx, Xxxxxxxxx, Xxxx 00000 (hereinafter, CLIENT), a Nevada corporation and JWZ
Holdings, Inc. with its principal place of business located at 0 Xxxxx Xxxxx,
Xxxxxxxxx, Xxx Xxxx 00000 (hereinafter, FIRM), a New York corporation, upon
terms and conditions as follows:
FIRM will be an agent for the foregoing services:
To provide management consulting advice regarding product distribution and
sales.
FIRM will be available to render all services represented during normal and
customary working hours.
FIRM will at all time render the foregoing, and all other services, on a "best
efforts" basis.
It is understood and agreed to by the CLIENT, its employees, agents, and
assignors, that during the term of this AGREEMENT the FIRM shall be CLIENT
representative for all the advisory and consulting services set forth
hereinabove.
1. Compensation
a. A non refundable retainer of CLIENT common stock shall be paid by
CLIENT to FIRM as follows:
(i) 150,000 shares of CLIENT common stock free of any legend and
fully tradable within 10 days of the effective date of this
contract.
b. The stock portion of the retainer referred to in Section "1a(i)", set
forth hereinabove shall be delivered to FIRM at 0 Xxxxx Xxxxx,
Xxxxxxxxx, Xxx Xxxx 00000, by CLIENT, in a form described in section
"1a(i)" above.
c. From time to time FIRM will present for payment, receipts for
necessary and reasonable business expenses for any and all tasks
assigned by CLIENT to FIRM, or undertaken by FIRM in furtherance of
CLIENT business goals and objectives, including but not limited to
travel and entertainment, material supplies, filings, press releases,
and other professional fees. It is agreed that these expenses which
represent "out of pocket" costs, if any, incurred by FIRM in behalf of
CLIENT, will be reimbursed by CLIENT on a "forthwith" basis.
d. Failure by CLIENT to perform obligations as per the terms of paragraph
1 - {COMPENSATION} and or any clause pertaining to reimbursement may
result in FIRM withholding future services until the compensation is
satisfied and current.
2. Confidentiality
FIRM agrees that it will not, without consent, communicate to any
individual or business entity information relating to any confidential
material which it might from time to time acquire with respect to the
business of CLIENT, its affiliates or subsidiaries. This clause shall
survive for one year after the termination of this AGREEMENT.
3. Defense and Indemnification
CLIENT agrees, at its sole expense, to defend FIRM, and to indemnify and
hold the FIRM harmless from, any claims or suits by a third party against
the FIRM or any liabilities or judgments based thereon, either arising from
FIRM performance of services for CLIENT under this AGREEMENT or arising
from any CLIENT products which result from FIRM performance of general
services under this AGREEMENT.
4. Terms and Termination
This AGREEMENT with all rights and privileges pertaining thereto shall be
for a term of not less than 12 months from the date hereof and shall be
deemed automatically renewed upon its same terms and conditions for an
additional 12 month period unless, not less than 60 days prior to
expiration, either party serves upon the other written notice to terminate.
Said notices shall be in conformance with paragraph "5c." set forth herein.
5. Miscellaneous
a. Any and all work generated on behalf of CLIENT including but not
limited to: databases, models, charts and, presentations, is the work
product of and shall remain the sole property of FIRM.
b. The relationship created by this AGREEMENT shall be that of
independent contractor, and neither FIRM nor CLIENT shall have
authority to bind or act as agent for the other or for their
respective employees for any purpose, unless specifically agreed to in
writing and is executed by an officer of each party.
c. Notice given by one party to the other hereunder shall be in writing
and deemed to have been properly given if deposited with the United
States Postal Service, registered or certified mail, addressed as
follows:
CLIENT Augrid of Nevada, Inc.
0000 Xxxx 00xx Xxxxxx - 0xx Xxxxx, Xxxxxxxxx, Xxxx 00000
FIRM JWZ Holdings, Inc.
0 Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000
d. This AGREEMENT replaces any previous AGREEMENT and the discussions
relating to the subject matters hereof and constitutes the entire
AGREEMENT between CLIENT and FIRM with respect to the subject matters
of this AGREEMENT. This AGREEMENT may not be modified in any respect
by any verbal statement, representation, or writing made by any
employee, officer, or representative of CLIENT or FIRM unless such
writing is in proper form and executed by an officer of each party.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT
effective the date first stated above. This AGREEMENT is bound under
the Laws of the State of New York and shall be construed and enforced
in accordance with those laws. Any remedies on breach of the
AGREEMENT will be determined exclusively through binding arbitration
provided by the New York State court system.
By: ___________________________ ________________
Xxxxx X. Xxxxxxx - President, JWZ Holdings, Inc. Date
By: ___________________________ ________________
Xxxxxxx Xxxxxxx - President, Augrid Date
