Exhibit 10.2
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") entered into effective this
19th day of March, 2004, by and between USA Telcom Internationale, a Nevada
corporation (the "Company") and AMVI ("Consultant").
WHEREAS, Consultant has agreed to provide business strategy consulting
services to the Company; and
WHEREAS, this Agreement is made to set out the compensation, conditions
and guidelines that will govern the relationship between the parties.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which is expressly acknowledged
by the parties hereto, the parties agree as follows:
1. The Services
Effective the date above (the "Effective Date"), and for the term of
this Agreement, Consultant will provide business strategy consulting
services, including, but not limited to, establishing a business plan,
model, and growth strategy for the Company (the "Services").
2. Term of Agreement
Unless otherwise terminated as provided hereunder, the Services shall
be provided to the Company from the Effective Date through December 31,
2004.
3. Costs and Expenses
The Company understands that, in the course of Consultant's efforts to
develop the Company's corporate image, it may be necessary for
Consultant to incur certain costs or expenses. the Company will
reimburse Consultant for the costs or expenses by Consultant in
providing the Services to the Company, provided such expenses are
approved by the Company in writing in advance.
4. Payment for Services
In consideration for the services, the Company agrees to pay the
Consultant a total of $141,515.60, payable as follows: (i) $36,000 upon
execution of this Agreement; (ii) $36,000 on April 1, 2004, (iii)
$36,000 on July 1, 2004, and (iv) $33,515.60 on October 1, 2004.
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5 Involvement of the Company
The Company expects to be kept informed on the progress of Consultant's
Services and, in this regard, Consultant agrees to keep the Company
apprised of all material developments in writing at least quarterly.
Conversely, there may be times when Consultant will need to obtain
information from the Company. All requests for access to documents,
employees, or other information of the Company shall be granted without
unreasonable delay.
6. Termination
Once payment under Section 4 is made in full, either party may
terminate this Agreement upon five (5) days' notice by registered or
certified mail, return receipt requested, addressed to the other party.
7. Non- Exclusive Relationship
This Agreement, neither expressly nor impliedly, creates a relationship
of principal and agent between the Company and Consultant, nor is
Consultant bound by this Agreement or the contractual relationship
created hereunder to act exclusively for the Company, or to provide the
Company with any priority or exclusive right to any Services, whether
on behalf of the Company or resulting from work which Consultant has
performed for other clients.
8. Independent Contractor
It is understood and agreed that Consultant is acting as an independent
contractor in providing the Services under this Agreement, Accordingly,
Consultant will be responsible for payment of all of his federal,
state, and local taxes on fees paid under this Agreement, including
income and social security taxes, unemployment, insurance, and any
other taxes as may be required.
9. Confidential Non-Circumvention
Not withstanding Consultant's non-exclusive relationship with the
Company, Consultant and the Company agree that all nonpublic
information concerning the identity of the Opportunities introduced to
the Company and the Company's business in general, is highly
confidential and proprietary ("Confidential Information"). Consultant
and the Company acknowledge that such Confidential Information
represents a legitimate, valuable, and protectable interest of the
Company, which the Company has invested considerable time, expenses and
other valuable resources, and gives the Company a competitive
advantage, which would otherwise be lost if the Confidential
Information was improperly disclosed or used by Consultant.
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10. Assignment
This Agreement and the rights and obligations hereunder shall not be
assigned.
11. Counterparts: Facsimile
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. A
facsimile, telecopy or other reproduction of the original, or any
counterpart hereof, and such executed original, or any counterpart
hereof, may be delivered by facsimile or similar instantaneous
electronic transmission device pursuant to which the signature of or on
behalf of such party can be seen, and such execution and delivery shall
be considered valid, binding and effective for all purposes. At the
request of any party hereto, all parties agree to execute an original
of this instrument as well as any facsimile, telecopy or other
reproduction hereof.
12. Further Documentation
Each party hereto agrees to execute such additional instruments and
take such action as may be reasonably requested by the other party to
effect the transaction, or otherwise to carry out the intent and
purposes of this Agreement.
13. Notice
All notices and other communications hereunder shall be in writing and
shall be sent by prepaid first class mail to the parties at the
following addresses, as amended by the parties with written notice to
the other:
To Consultant: AMVI
0000 X. Xxxxxxxx Xxxxxxx, Xxxxx 00
Xxx Xxxxx, XX 00000
To the Company: USA Telcom Internationale
0000 X. Xxxxx Xx.
Xxxxx X-0000
Xxxxxx, XX 00000
14. Governing Law
This Agreement was negotiated and shall be governed by the laws of the
Nevada notwithstanding any conflict-of-law provision to the contrary.
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15. Entire Agreement
This Agreement set forth the entire understanding between the parties
hereto and no other prior written or oral statement or agreement shall
be recognized or enforced.
16. Severability
If a court of competent jurisdiction determines that any clause or
provision of this Agreement is invalid, illegal or unenforceable, the
other clauses and provisions of the Agreement shall remain in full
force and effect and the clauses and provisions which are determined to
be void, illegal or unenforceable shall be limited so that they shall
remain in effect to the extent permissible by law.
17. Amendment or Waiver
Every right and remedy provided herein shall be cumulative with every
other right and remedy, whether conferred herein, at law, or in equity,
and may be enforced concurrently herewith, and no waiver by any party
of the performance of any obligation by the other shall be construed as
a waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. A writing signed by all parties
hereto may amend this Agreement.
18. Headings
The section and subsection headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the dates
first written above.
The "Company"
USA Telcom Internationale
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Name: Xxxxxx Xxxxxxx
Title: President
"Consultant"
AMVI
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: President
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