EXHIBIT 99.4
CONSULTING AGREEMENT
This Agreement is entered into and is effective this Fifteenth day of
May, 2003 is by and between AuGrid Corporation., having its principle place of
business at 0000 Xxxx 00xx Xx., Xxxxxxxxx Xxxx, (the "Company"), and Xxxxxx
Xxxxxxxx., having his principle place of business at 000 Xxxxxxx Xx., Xxxxxxxx,
Xxx Xxxx 00000, (the "Consultant").
WHEREAS the Company desires to retain Consultant to provide services
which are related to implementing the Company's business plan.
1. The Company hereby retains Consultant to render certain advisory
services described below, which shall be rendered by Consultant without any
direct supervision by the Company and at such time and place and in such manner
(whether by conference, telephone, letter or otherwise) as Consultant may
determine.
a) Consulting Services. Consultant will provide such consulting
services and advice pertaining to the Company's business affairs
as the Company may from time to time reasonably request. Without
limiting the generality of the foregoing, Consultant will assist
the Company in developing a strategic plan to execute its'
business plan. The Consultant will also assist in studying and
evaluating merger and acquisition proposals, prepare reports
thereon when advisable, and assist in negotiations and
discussions pertaining thereto.
b) Mergers and Acquisitions. Consultant will assist in identifying
other companies in similar or related businesses which might
enter into joint ventures with the Company or which could merge
their businesses advantageously with those of the Company.
Consultant will assist in formal negotiations and valuations
relative to such mergers or combinations.
2. The Term of this Agreement shall be six months from the date herein.
At the end of the six month period, or upon termination of agreement, each party
will be relieved of any further obligation of performance to the other;
provided, however, that all obligations of confidentiality, non-disclosure and
non-competition will continue in full force and effect for one (1) year from the
effective date of termination. If this agreement shall be terminated prior to
the end of the Term, the Consultant shall not, in any event, be liable to return
any pre-payment. The parties hereby agree that any pre-payment is made and shall
be in consideration of Consultant's agreement to expend time, effort and energy
on behalf of Company to the exclusion of other clients. The parties further
agree that upon acceptance of registered shares, payment in full has been
executed.
3. The Company hereby agrees to provide the Consultant with the
documents and the information enumerated below. The Consultant agrees that it
shall keep all such information and the contents of such documents confidential
and shall utilize such information and/or documents that Company shall provide
are:
a) all of the Company's current filings with the SEC or other
regulatory bodies with jurisdiction over the Company's
activities;
c) the Company's current audited financial statement produced
currently by the Company's auditors; and
d) all public releases of information that exist within the public
domain.
4. Anything to the contrary notwithstanding, in the event the Company
shall make any materially false filing or representation to any regulatory
authority of competent jurisdiction, or to the Consultant or to the public, the
Consultant may terminate this Agreement, for cause upon three (3) days written
notice.
5. Upon the expiration of the Term, this Agreement shall not renew for
a subsequent six month term, unless either party
notifies the other at least thirty days prior to expiration.
6. Confidentiality. Except in the course of the performance of its
duties hereunder, Consultant agree that they shall not disclose any trade
secrets, know-how, or other proprietary information not in the public domain
learned as a result of this Agreement unless and until such information becomes
generally known. Furthermore, for one (1) year following the termination of this
Agreement whether by expiration of the Term or earlier termination, consultant
will not disclose any proprietary information or materials relative to the
Company to any other party, except in the furtherance of performing the
Services.
7. Litigation Expenses. If any action is brought by either party to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, costs and disbursements in addition to
any other relief to which it may be entitled.
8. Notices. Any notice, request, demand or other communi- cation
required or permitted hereunder shall be deemed to be properly given when
personally served in writing or when deposited in the United States mail,
postage prepaid, addressed to the other party.
9. Governing Law. This Agreement is made and shall be governed and
construed in accordance with the laws of the State of Ohio.
10. Assignment and Termination. This Agreement shall not be assignable
by any party except to successors to all or substantially all of the business of
either party for any reason whatsoever without the prior written consent of the
other party, which consent may be arbitrarily withheld by the party whose
consent is required.
11. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original but all of which together shall constitute
a single document.
In consideration of the Services provided by the Consultant, the
Company agrees to pay to the Consultant 6,000,000 shares of freely tradable
common stock, which shall be transferred to the Consultant within an appropriate
time frame agreed upon by both parties. Upon acceptance of shares, consultant
acknowledges payment in full for the full six month term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed that Agreement as
of the day and year set forth above.
By /s/ XX Xxxxxxx
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XX Xxxxxxx, President
AuGrid Corporation
By /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
