EX-10.5
CONSULTING AGREEMENT
In view ofour mutual agreement and in consideration of services required by
DataMEG Corp. (the "Company'), this letter acts forth the terms and conditions
of the engagement by which XXXXXXX XXXXXXXXX will assist the Company in a
consulting capacity in areas further described below.
1. XXXXXXX XXXXXXXXX warrants that it is under no obligation to any other entity
that in any way conflicts with this contract agreement, and that it is free to
enter into this agreement. XXXXXXX XXXXXXXXX, acting through its principal,
shall act as an independent consultant and not as an agent or employee of the
Company
1.2 Neither XXXXXXX XXXXXXXXX nor the Company shall haveauthority to bind the
other or incur other obligations outside of the terms of this contract agreement
on behalf of the other.
Standard of Care: XXXXXXX XXXXXXXXX shall protest any disclosed confidential
information by using the same degree of care, but no less than a reasonable
degree of care, to prevent the unauthorized use, disemination, or publication of
the confidential informationas XXXXXXX XXXXXXXXX uses to protect its own
confidential information of like nature. XXXXXXX XXXXXXXXX shall; (a) disclouse
the confidential information only to those employees of XXXXXXX XXXXXXXXX or any
affiliate of any recipient having a need to know in order to perform the use of
confidential information as described in Section5 of the standard DataMEG non-
disclosure agreement and; (b) advise such employees of the limitations on the
use and disclosure and prohibition on making copies of the confidential
information.
In conncection with the engagement, XXXXXXX XXXXXXXXX shall provide cetain
services, as appropriate to DataMEG.
TERM
Commencing as of the Effective Date, and continuing for a period of tweleve (12)
months (the "Term"), unless earliar terminated pursuant to "EARLY TERMINATION OF
THE TERM" section hereof XXXXXXX XXXXXXXXX agrees that it will serve as the
Company's Management Consultant.
ENGAGEMENT TERMS
In consideration for services rendered, the Company will compensate as follows:
a) Subject to the terms hereof, Xx. Xxxxxxxxx is hereby granted a Non-
Qualified Stock Option Grant to purchase 6,882,352 shares of the Company's
Common Capital Stock (the "Option") vested immediately upon the Effective Date
at a strike price of .17 Cents per share and otherwise, in accordance with the
terms and conditions of the Company's Stock Option Plan (the "Plan") and Stock
Option Agreement (the "Grant Agreement").
b) On a timely basis, all reasonable out-of-pocket expenses and
disbursements, including travel, lodging, postage, and communications and other
related expenses incurred in connection with this engagement.
EARLY TERMINAITON OF THE TERM
The Company shall have the right to terminate engagement hereunder FOR CAUSE,
upon five (5) days prior written notice and opportunity by Xxxxxxx Xxxxxxxxx
to take corrective steps, and if Xx. Xxxxxxxxx has not taken such action, this
engagement shall terminate at the end of the aforesaid five (5) day period.
If Xx. Xxxxxxxxx voluntarily ceases performing its duties and responsibilites
or its terminated FOR CAUSE, then any unexercised Options shall cease and
terminate as of such date, and all amounts owed Xx. Xxxxxxxxx, including the pro
rata portion of the Options and submitted expenses will be paid within five (5)
days of said termination. For illustration purposes only, in the event that the
Company terminates this engagement FOR CAUSE at the end of month six of the
engagement term and was
allotted one million (1,000,000) options, then the allotment would be adjusted
to one half the original amount or five hundred thousand (500,000) options.
As used herein, "FOR CAUSE" shall mean the reasonable determination by the
Company's Board of Directors "Board") that any one of the following events has
occurred: (a) the conviction of Xx. Xxxxxxxxx of a felony, (b) any material
willful neglect or dereliction of his duties and responsibilities as set forth
in herein, or (c) breach of this Agreement in any material respect or engaging
in any fraudulent conduct or conduct detrimental to the best interest of the
Company. The Board will be required to present a written notice to Xx.
Xxxxxxxxx detailing the basis of the Board's decision to terminate Xx. Xxxxxxxxx
and detailing the specific steps that need to be taken to prevent a termination
FOR CAUSE. Xx. Xxxxxxxxx will have five (5) business days to meet these steps.
The Board shall make a seasonable decision and the decision shall be final and
binding on the parties.
INDEMNIFICATION
The company hereby agrees to indemnify and hold harmless Xx. Xxxxxxxxx and his
affiliates, subcontractors, their respective directors, officers, agents and
employees (collectively the "Indemnified Persons") from and against any and all
claims, liabilities, losses, damages, and expenses incurred by any Indemnified
person (including but not limited to any Indemnified Person's counsel fees and
disbursements and the cost of such Indemnified Person's professional time (such
professional time will be reimbursed at our rates in effect when such future
time is required), as they are incurred, arising in connection with
investigating, preparing for, or defending any action, formal or informal claim,
investigation, inquiry or other proceeding, whether or not in connection with
pending or threatened litigation) which are related to or arise in any manner
out of the engagement contemplated hereby, including any legal proceeding in
which any Indemnified Person is not a party; PROVIDED, HOWEVER, that the Company
shall not be responsible for any claims, liabilities, losses, damages, or
expenses pursuant to this paragraph which are finally determined to have
resulted from the gross negligence or willful misconduct of any Indemnified
Person. The Company further agrees that the Company shall not, without the
prior written consent of the Indemnified parties, settle, compromise or consent
to the entry of any judgment in any pending or threatened claim, action, suit or
proceeding in respect of which indemnification may be sought hereunder unless
such settlement, compromise or consent includes an unconditional release of
Xx. Xxxxxxxxx and each other Indemnified Person hereunder from all liabilities
arising out of such claim, action, suite or proceeding.
If you are in agreement with the terms of this letter of engagement, kindly
sign, date and return the enclosed copy of this letter to my attention. Thank
you for your consideration.
Yours Truly,
Xxxxxxx Xxxxxxxxx
Date:
Agreed and Accepted by DataMEG Corp.
Xxxxxx Xxxxxx
Date:
