CONSULTING AGREEMENT
This consulting agreement (the "Agreement") is entered into by
and between XXXXXXXX XXXXXXXXXX CAPTIAL CORP. OR ITS ASSIGNEES
(the "Consultant"), a British Columbia company with offices at
2250 - 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X
0X0, and Global Business Information Directory, Inc. (the
"Client"), a Colorado company with offices at 0000-000 0xx
Xxxxxx, Xxxxxxx, Xxxxxxxxxx, XXX, 00000 to be effective the 15th
day of March,1999.
BACKGROUND AND OBJECTIVES
The Consultant is an investment banking firm which provides
services in the areas of business planning and due diligence,
financial structuring and public relations, corporate
restructuring, equity and debt financing, merger and acquisition
analysis and financing, and international corporate financing.
The Client desires and the Consultant agrees to "act as agent
and financial advisor to the Client as agreed and in accordance
with Schedule "A" attached hereto.
1. SCOPE OF WORK
1.1 "Consulting" shall mean the description of the work
performed by the Consultant. Specific duties are to be agreed
from time to time with the Client.
1.2 The term of this Agreement begins on March 15, 1999 and
continues through to March 15, 2000. The compensation shall
be paid in accordance with the terms set out in Schedule "A"
attached hereto. In addition, the Consultant shall be
reimbursed for all reasonable out-of-pocket expenses relating to
the work performed hereunder.
2. OWNERSHIP OF INFORMATION AND DISCLOSURE
2.1 All information, ideas, concepts, improvements,
discoveries, test results, data and inventions possessed,
acquired or developed by the Client or its subsidiaries or
affiliated corporations at any time, as well as all information
ideas, concepts, improvements, discoveries, test results, data,
and inventions conceived, made, developed or acquired by the
Consultant or disclosed or made known to the Consultant,
individually or in connection with others, as a result of the
position as a Consultant to the Client under this Agreement
shall be and remain the sole and exclusive property of the
Client or its subsidiary or affiliated corporation, as the case
may be.
2.3 The Consultant agrees to use his best effort and
exercise the utmost diligence to protect and safeguard the
information, ideas, concepts, improvements, discoveries and
inventions of the Client. Under this Agreement, the Consultant
shall not, either during the term of this Agreement or
thereafter, directly or indirectly, use to his own benefit or
the benefit of another, or disclose to another, any such
information, ideas, concepts, improvement, discoveries and
inventions.
2.4 Upon termination of this Agreement, or at any other time
upon request, the Consultant shall immediately deliver to the
Client all documents in its possession embodying any of the
Company's information, ideas, concepts, improvements,
discoveries and inventions that were delivered to the Consultant
by the Company.
3. TERMINATION
3.1 Should a breach of any of the terms of this
Agreement occur, the offended party may give notice of the
breach in writing to the other party. If the breach is not
rectified within 30 days after such notice, the offended party
may, at its sole option, immediately terminate this Agreement by
providing written notice of such termination.
4. MISCELLANEOUS
4.1 Notices. Notices, invoices, communications and
payments shall be submitted to the offices identified below.
Contractual notices and communications hereunder shall be deemed
made as of the date of mailing if given by overnight courier
service or by registered or certified envelope, postage prepaid,
and addressed to the party to receive such notice of
communication at the address given below, or such other address
as may hereafter be designated by notice in writing.
If to the Consultant:
Xx. Xxxxxxx X. Xxxxxxxx
XxXxxxxx Xxxxxxxxxx Capital Corp.
0000 - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
ph. (604) 688-7585
fx. (000) 000-0000
If to the Client:
Xx. Xxxxxxx Xxxxxxxxxx
Global Business Information Directory, Inc.
0000-000 0xx Xxxxxx
Xxxxxxx, Xxxxxxxxxx
XXX 00000
ph. (604) 618-4109
4.2 Relationship of parties. In the performance of
all services hereunder, the
Consultant, its employees, agents
and contractors, shall be deemed to be and shall be independent
contractors and, as such, the Consultant, its employees, agents
and contractors, shall not be entitled to any benefits
applicable to employees of the Client. Neither party is
authorized or empowered to act for the other for any purpose and
shall not on behalf of the other enter into any contract,
warranty, and/or representation as to any matter. Neither shall
be bound by the acts or conduct of the other.
4.3 Governing Law. This Agreement shall be
governed and construed in accordance with the laws of the
British Columbia.
4.4 Disputes. Should the parties to this Agreement
be unable to resolve between themselves any dispute arising from
any of the provisions within this Agreement, such party shall
have recourse under the law and at equity. In the event that
either party commences an action in law or equity to enforce any
provision of this Agreement, the losing party shall pay to the
prevailing party a reasonable attorney's fee as fixed by a court
of competent jurisdiction.
4.5 Agreement Modification. Any agreement to change
the terms of this Agreement in any way shall be valid only if
the change is made by mutual agreement and approved in writing
by an authorized official of each party.
4.6 Entire Agreement. This Agreement
represents the entire understanding between the parties with
respect to the subject matter hereof, and supersedes any prior
and/or contemporaneous discussions, representations, or
agreements, whether written or oral, of the parties regarding
this matter.
4.7 Severability. If any provision(s) of this Agreement
shall be held invalid, illegal, or unenforceable, the validity,
legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
4.8 Modification. This Agreement may be extended,
renewed, or otherwise amended at any time by the mutual written
consent of the parties.
IN WITNESS WHEREOF, the parties have caused these presents to
be executed in duplicate as of the day and year first above written.
XXXXXXXX XXXXXXXXXX CAPITAL CORP. GLOBAL BUSINESS
INFORMATION DIRECTORY, INC.
/s/ XXXXXXX X. XXXXXXXX /s/ XXXXXXX XXXXXXXXXX
SCHEDULE "A" to the Consulting Agreement dated , 1999
Scope of Work:
Business Consulting The Consultant shall advise the Client in
the areas of corporate structuring, organization with consideration
to tax matters, public company requirements and responsibilities
initial financing, and other general business matters.
The Consultant will use its best efforts to raise
US$1,000,000 for the Company (the "initial financing").
Public Shell The Consultant shall provide the Client with a
shell company (the "Shell") suitable for public trading in the USA,
initially through the Over-The-Counter Bulletin Board system
(OTCBB). All costs pertaining to the acquisition and reorganization
of the Shell will be initially provided by the Consultant.
Investor Relations The Consultant will arrange a contract
between the Client and investor relations consulting groups (the "IR
Consultants") for a minimum of one year. The IR Consultants will
handle investor inquiries on behalf of the Client and generally take
on the responsibility of the market for the shares of the Client.
Investor interest will be generated by advertising in various
investor publications and other media. The Consultant will assist
in the acquisition of these services and will manage the
relationship between the Client and the IR Consultants during this 1
year period.
Remuneration
The Company agrees to pay the Consultant a monthly fee of
US$10,000.00 in advance to the Consultant beginning with the receipt
of the first proceeds of the initial financing.
