INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT
THE AGREEMENT is made and entered into as 28 June 2002, by and between
Oasis Information Systems, Inc., hereinafter referred to as Client, with its
principal place of business at 000-000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx XX X0X
0X0, and Xxxxxx Xxxx with his place of business at 000-0000 Xxxx 0xx Xxxxxx,
Xxxxxxxxx, XX X0X 0X0 hereinafter referred to as Consultant.
RECITALS
A. WHEREAS, Client is a public company trading on the OTCBB under the
symbol OSYS.
B. WHEREAS, the Consultant is knowledgeable in the areas of business
operations of the Company and possesses experience in merger structure,
corporate image advertising, business development and business strategy; and
specifically as administrator of public companies.
C. WHEREAS, the Company wishes to engage the Consultant on a nonexclusive
basis as an independent contractor to utilize Consultants experience and
business knowledge to administer the affairs of the Company, specifically to
provide accounting and filing related services of public companies to the
Company.
D. WHEREAS, the Consultant is willing to be so retained on the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains and engages Consultant to perform
the following consulting services (the Consulting Services):
1.1 Duties of Consultant. The Consultant will provide such services and
advice to the Company so as to assist the Company with matters relating to
acquisition targets for the Company and administer the structure of mergers or
other acquisitions. Without limiting the generality of the foregoing, Consultant
will also assist the Company in administering, studying and evaluating
acquisition proposals, review reports and studies thereon when advisable, and
assist in negotiations and discussions pertaining thereof. Nothing contained
herein constitutes a commitment on the part of the Consultant to find an
acquisition target for the Company or, if such target is found, that any
transaction will be completed. Consultant will assist the Company in creating
its corporate image advertising, business development and business strategy.
2. Duties Expressly Excluded. This Agreement expressly excludes the
Consultant from providing any and all capital formation and/or public relation
services to the Company inclusive of but not limited to: (i) direct or indirect
promotion of the Companys securities;
(ii) assistance in making of a market in the Companys securities; and
(iii) assistance in obtaining debt and/or equity financing. The Consultant shall
not have the power of authority to bind the Company to any transaction without
the Companys prior written consent.
3. Consideration. Client and Consultant agree that Consultant shall receive
from the Client a fee of Fifty Thousand shares of Clients common stock, in
advance, as consideration for the services rendered or to be rendered pursuant
to this Agreement.
4. Term. This Agreement shall be effective for a term of twelve months (12)
starting from the date first above written unless sooner terminated upon mutual
written agreement of the parties hereto.
5. Expenses. Consultant shall bear his out-of-pocket costs and expenses
incident to perform the Consulting Services, without a right of reimbursement
from the Company unless such expenses are pre-approved by the Company.
6. Consultants Liability. In the absence of gross negligence or willful
misconduct on the part of the Consultant or the Consultants breach of any terms
of this Agreement, the Consultant shall not be liable to the Company or to any
officer, director, employee, stockholder or creditor of the Company, for any act
or omission in the course of or in connection with the rendering or providing of
services hereunder. Except in those cases where the gross negligence or willful
misconduct of the Consultant or the breach by Consultant of any terms of this
Agreement is alleged and proven, the Company agrees to defend, indemnify, and
hold harmless from and against any and all reasonable costs, expenses and
liability (including reasonable attorneys fees paid in the defense of
Consultant) which may in any way result from services rendered by the Consultant
pursuant to or in any connection with this Agreement. This indemnification
expressly excludes any and all damages as a result of any actions or statements,
on behalf of the Company, made by the Consultant without the prior approval or
authorization of the Company.
7. Companys Liability. The Consultant agrees to defend, indemnify and hold
the Company harmless from an against any and all reasonable costs, expenses and
liability (including reasonable attorneys fees paid in defense of the Company)
which may in any way result pursuant to its gross negligence or willful
misconduct or in any connection with any actions taken or statements made, on
behalf of the Company, without the prior approval or authorization of the
Company or which are otherwise in violation of applicable law.
8. Representations. The Consultant makes the following representations: a.
Consultant has no prior or existing legally binding obligations that are in
conflict with its entering into this Agreement;
b. Consultant shall not offer or make payment of any consideration to
brokers, dealers or others for purposes of inducing the purchase, making of a
market or recommendation for the purchase of the Companys securities;
c. Consultant is not currently the subject of an investigation or inquiry
by the Securities and Exchange Commission, the NASD, or any state securities
commission;
d. Consultants activities and operations fully comply with now and will
comply with in the future all applicable state and federal securities laws and
regulations;
e. Consultant understands that, as a result of its services, it may come to
possess material non-public information about the Company, and that is has
implemented internal control procedures designed to reasonably to insure that it
and none of its employees, agents, Consultant or affiliates, trade in the
securities of client companies while in possession of material non-public
information;
f. During the Ter of this Agreement and for a period of two years
thereafter, the Consultant shall treat as the Companys confidential trade
secrets all data, information, ideas, knowledge and papers pertaining to the
affairs of the Company. Without limiting the generality of the foregoing, such
trade secrets shall include: the identity of the Companys customers, suppliers
and prospective customers and suppliers; the identity of the Companys creditors
and other sources of financing, the Companys estimating and costing procedures
and the costs and gross prices charged by the Company for its products, the
prices or other consideration charged to or required of the Company bu any of
its suppliers or potential suppliers; the Companys sales and promotional
policies; and all information relating to entertainment programs or properties
being developed or otherwise developed by the Company. The Consultant shall not
reveal said trade secrets to others except in the proper exercise of its duties
for the Company, or use their knowledge thereof in any way that would be
detrimental to the interest of the Company, unless compelled to disclose such
information by judicial or administrative process; provided, however, that the
divulging of information shall not be a breach of this Agreement to the extent
that such information was (i) previously known by the party to which it is
divulged, (ii) already in the public domain, all through no fault of the
Consultant, or (iii) required to be disclosed by Consultant pursuant to judicial
or governmental order;
The Consultant shall also treat all information pertaining to the affairs
of the Companys suppliers and customers and prospective suppliers and customers
as confidential trade secrets of such customers and suppliers and prospective
customers and suppliers; and
g. Consultant agrees to notify the Company immediately if, at any time, any
of the representations and warranties made by the Consultant herein are no
longer true and correct or if a breach of any of the representations and
warranties made by the Consultant herein occurs.
9. The Company makes the following representations:
a. The Company is not currently the subject of an investigation or inquiry
by the Securities and Exchange Commission, the NASD, or any state securities
commission;
b. The Company is in good standing in its state of incorporation;
c. The Company and its senior management are not aware of any materially
adverse events not previously disclosed in the Companys annual and quarterly
reports with the Securities and Exchange Commission.
10. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and the Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior agreements and
understandings related to the primary subject matter hereof. This Agreement
shall not be modified except by written instrument duly executed by each of the
parties hereto.
11. Waiver. No waiver of nay provisions of this Agreement shall be deemed,
or shall constitute a waiver of any other provisions, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the party making the waiver.
12. Assignment and Binding Effect. This Agreement and the rights hereunder
may not be assigned by the parties (except by operation of law or merger) and
shall be binding upon and inure to the benefits of the parties and their
respective successors, assigns and legal representatives.
13. Notices. Ant notice or other communications between the parties hereto
shall be sufficiently given if sent by certified or registered mail, postage
prepaid, or faxed and confirmed at the following locations:
Company:
000-000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX
Xxxxxx
Consultant:
000-0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, XX
Xxxxxx
or at such location as the addressee may have specified in notice duly
given to the sender as provided herein. Such notice or other communications
shall be deemed to be given on the date of receipt.
14. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for any
reason whatsoever, such unlawfulness or invalidity shall not affect the validity
of this Agreement.
15. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of Nevada, without giving effect to conflicts of laws.
16. Headings. The headings of this Agreement are inserted solely for the
convenience of reference and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof.
17. Further acts. Each party agrees to perform any further acts and execute
and deliver any further documents that may be reasonably necessary to carry out
the provisions and intent of this Agreement.
18. Acknowledgment Concerning Counsel. Each party acknowledges that it had
the opportunity to employ separate and independent counsel of its own choosing
in connection with this Agreement.
19. Independent Contractor Status. There is no relationship, partnership,
agency, employment, franchise or joint venture between the parties. The parties
have no authority to bind the other or incur any obligations on their behalf.
20. Counterparts. 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. IN WITNESS WHEREOF, the
parties hereto duly execute this Agreement as of the date first written above.
By:/s/ Xxxxxx Xxxx
Xxxxxx Xxxx, Consultant
By: /s/ Xxxx Xxxxxxxx
Oasis Information Systems Inc. the Client
