Exhibit 10.6
ADMINISTRATIVE CONSULTING AGREEMENT WITH
XXXXX XXXXXXXX
ADMINISTRATIVE CONSULTING AGREEMENT
THIS ADMINISTRATIVE CONSULTING AGREEMENT (THE "AGREEMENT"), made this 3rd day of
July, 2002 by and between: Strategic Internet Investments, Incorporated, located
at Xxxxx 000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X-0X0 (hereinafter
referred to as (the "Company") and Xxxxx X. Xxxxxxxx, an Administrative
Consultant of 000 Xxxxxxx Xxxxxx, Xxxxxxxxx B.C. (hereinafter referred to as
"Consultant").
BACKGROUND
WHEREAS, the Company desires to engage Consultant to assist the Company on a
non-exclusive basis to perform various administrative functions with respect to
the Company's requirements for financial and corporate reporting and compliance.
WHEREAS, the Company and the Consultant desire to set forth in this Agreement
all of the terms and conditions that shall govern their business relationship.
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual promises and covenants, the parties have agreed as follows:
1. APPOINTMENT: The Company hereby appoints Consultant as it's non-exclusive
Administrative Consultant and hereby retains Consultant, on the terms and
conditions of this Agreement. Consultant accepts such appointment and
agrees to perform the services upon the terms and conditions of this
Agreement.
2. TERM: The term of this Agreement shall be for ten (10) months from the date
signed. This Agreement can be terminated by either party upon giving 15
days written notice to the other party. Notwithstanding any termination of
this Agreement, the promises of confidentiality set forth in this Agreement
below shall survive for a period of one year following any termination
hereof.
3. SERVICES:
(a) Consultant shall assist the Company with its financial and corporate
reporting requirements as well as providing corporate governance advice on
a best efforts basis. The Consultant also may from time to time, as
requested by the Company, consult and assist in the preparation of
registration statements, business plans, and attend meetings with potential
investors and others who may undertake due diligence of the Company.
(b) The Company will pay for all pre-approved expenses and disbursements
incurred by the Consultant on behalf of the Company in connection with the
Consultant's functions, make its representatives available upon reasonable
notice to meet with the Consultant and provide unrestricted access to any
and all relevant documentation as reasonably requested by the Consultant in
furtherance of completion of his responsibilities.
4. LIMITATIONS ON SERVICES: The parties recognize that certain
responsibilities and obligations are imposed by Federal and State
Securities Laws and by the applicable rules and regulations of Stock
Exchanges, The National Association of Securities Dealers, in-house "due
diligence" or "compliance" departments of brokerage houses, etc.
Accordingly, Consultant agrees:
(a) Company acknowledges that the Consultant does not hold any professional
licenses, including any NASD license to serve as a broker-dealer;
accordingly, the Consultant shall not act as a broker-dealer, and will not
solicit the purchase of the Company's equity securities from potential
investors. All of Consultant's services rendered pursuant to the terms of
this Agreement shall be performed in full compliance with all applicable
federal and state securities laws, rules and regulations.
(b) Consultant shall not render any legal advice or perform accounting services
and is not acting as an investment advisor within the meaning of the
applicable state and federal Securities Laws, rules and regulations.
(c) Consultant's services shall not be exclusive nor shall Consultant be
required to render any specific number of hours or assign specific
personnel to the Company or it's projects.
(d) Consultant makes no promise that he will be successful in introducing the
Company to potential investors.
4. DUTIES OF COMPANY:
(a) Company shall supply Consultant, on a reasonable and unrestricted basis,
with all approved data and information about the Company, its management,
its products, and its operations and the Company shall be responsible for
advising Consultant of any facts which would affect the accuracy of any
prior data and information previously supplied to Consultant so that
Consultant may take corrective action.
(b) The Company shall be deemed to make a continuing representation of the
accuracy of any and all material facts, material, information, and data,
which it supplies to Consultant and the Company acknowledges its awareness
that Consultant will rely on such continuing representation.
(c) Company hereby agrees to indemnify Consultant against, and to hold
Consultant harmless from, any claims, demands, suits, loss, damages, and
etc, arising out of Consultants reliance upon the accuracy and continuing
accuracy of such facts, material, information, and data, unless Consultant
has been negligent in fulfilling the duties and obligations hereunder.
5. COMPENSATION:
(a) The Consultant agrees to accept 200,000 common shares in the capital of the
Company as full compensation for services provided to the Company under the
Agreement. The shares shall be unrestricted, free-trading and will be held
by the company and vest to the consultant in equal monthly installments.
The first installment will vest to the consultant immediately after
issuance and subsequent receipt by the Company. The Company, in it sole
discretion, may elect to accelerate vesting of the shares to the Consultant
based upon the performance of the Consultant. The Consultant shall have no
responsibility to perform any services under the terms of this Agreement
until the compensation has been issued in full and the first vesting
traunch received in good order by the Consultant as described above.
(b) In the event that the Consultant elects to terminate this agreement prior
to completing the full term of this agreement or the agreement is
terminated with cause by the Company, the Consultant shall return to the
Company that pro rata number of shares that equates to the un-expired term
of the agreement. For example, if agreement is terminated with two months
remaining in the term, Consultant will return 40,000 shares to the Company.
6. CONFIDENTIALITY: Consultant acknowledges that the execution and delivery of
this Agreement as well as certain, non-public information that it may
receive from the Company is "Confidential Information" which shall also
include any and all information in oral or written form that is disclosed
to a party ("the Receiving Party"), by the other party ("the Disclosing
Party") that has not been publicly made known by the Disclosing Party
either prior to or subsequent to the Receiving Party's receipt of such
information. With respect to any non-public, material information the
Consultant may obtain concerning the Company, the Consultant hereby
acknowledges the application of the antifraud rules of the federal
securities laws concerning its use and dissemination. Each party
acknowledges that the other party is entering into this Agreement in large
part because of the promises made in this paragraph and that any breach or
threatened breach by a party of these promises will result in irreparable
damage to a party for which liquidated damages count not be reasonably
calculated. Accordingly, both parties agree that in the event of a breach
or threatened breach of the promises made in paragraph, a party may seek
and obtain an injunction against any such breach or threatened breach in
any federal or provincial court in the Province of British Columbia upon
application and to whose jurisdiction the parties hereby consent. The
Company agrees not to contact any of the Consultant's funding sources
without the prior consent of Consultant for a period of Three (3) years
after the termination of this Agreement.
7. ENTIRE AGREEMENT: This instrument contains the entire Agreement of the
parties and may be modified only by Agreement in writing signed by the
party against whom enforcement of any waiver, change, modification,
extension, or discharge is sought. This Agreement is performable in British
Columbia, Canada.
IN WITNESS WHEREOF, the persons signing below warrant that they are duly
authorized to sign for and on behalf of, the respective parties. This Agreement
may be executed in duplicate originals, and any executed copy of this Agreement
made by reliable means (e.g. photocopy or facsimile) shall be considered an
original.
For: Strategic Internet Investments, Incorporated For: Consultant
By: /s/Xxxxx Xxxxxxxx By: /s/Xxxxx X. Xxxxxxxx
Xxxxx Xxxxxxxx, President Xxxxx X. Xxxxxxxx
Dated: July 3, 2002 Dated: July 3, 2002
