CONSULTANT AGREEMENT
This
Agreement is made and entered into as of the 6th day of September, 2007 between
VoIP, Inc. (the “Company”) and CEOcast, Inc. (the “Consultant”)
In
consideration of and for the mutual promises and covenants contained herein,
and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
| 1. |
Purpose.
The Company hereby employs the Consultant during the Term (as defined
below) to render Investor Relations services to the Company, upon
the
terms and conditions as set forth
herein.
|
| 2. |
Term.
This Agreement shall be effective for a twelve-month period (the
“Term”)
commencing on the date hereof.
|
| 3. |
Duties
of Consultant.
During the term of this Agreement, the Consultant shall provide to
the
Company those services outlined in Exhibit A. Notwithstanding the
foregoing, it is understood and acknowledged by the parties that
the
Consultant: (a) shall perform its analysis and reach its conclusions
about
the Company independently, and that the Company shall have no involvement
therein; and (b) shall not render advice and/or services to the Company
in
any manner, directly or indirectly, that is in connection with the
offer
or sale of securities in a capital raising transaction or that could
result in market making.
|
| 4. |
Expenses.
The Company, upon receipt of appropriate supporting documentation,
shall
reimburse the Consultant for any and all reasonable out-of-pocket
expenses
incurred by it in connection with services requested by the Company,
including, but not limited to, all charges for travel, printing costs
and
other expenses spent on the Company’s behalf. The Company shall
immediately pay such expenses upon the presentation of invoices.
Consultant shall not incur more than $500 in expenses without the
express
consent of the Company.
|
| 5. |
Compensation.
For
services to be rendered by the Consultant hereunder, the Consultant
shall
receive from the Company upon the signing of the Agreement: (a) $10,000
(the “Retainer), which shall represent the first and last month’s payment
under the Agreement and (b) 400,000 shares of the Company’s fully-paid,
non-assessable common stock. In addition, the Company shall pay Consultant
$10,000 on or before the 6th day of each month during the term of
the
Agreement. Company shall also pay Consultant Expenses as outlined
in
Section 4 promptly. Company shall grant Consultant “piggyback”
registration rights, which shall entitle Consultant to register its
shares
in connection with the Company’s next registration of securities, at
Company’s expense. Company shall also provide Consultant an opinion
allowing Consultant to sell its shares under Rule
144.
|
| 6. |
Further
Agreements.
Because of the nature of the services being provided by Consultant
hereunder, Consultant acknowledges that if it may receive access
to
Confidential Information (as defined in Section 6 hereof) and that,
as a
consultant to the Company, it will attempt to provide advice that
serves
the best interest of the Company. Because of the uniqueness of this
relationship, the Consultant covenants and agrees that, with respect
to
the Common Stock that it receives. Consultant shall, at all times
that it
is the beneficial owner of such shares, vote such shares on all matters
coming before it as a stockholder of the Company in the same manner
as the
majority of the Board of Directors of the Company shall
recommend.
|
| 7. |
Confidentiality.
Consultant acknowledges that as a consequence of its relationship
with the
Company, it may be given access to confidential information which
may
include the following types of information; financial statements
and
related financial information with respect to the Company and its
subsidiaries (the “Confidential Financial Information”), trade secrets,
products, product development, product packaging, future marketing
materials, business plans, certain methods of operations, procedures,
improvements, systems, customer lists, supplier lists and specifications,
and other private and confidential materials concerning the Company’s
business (collectively, “Confidential
Information”).
|
Consultant
covenants and agrees to hold such Confidential Information strictly confidential
and shall only use such information solely to perform its duties under this
Agreement, and Consultant shall refrain from allowing such information to be
used in any way for its own private or commercial purposes. Consultant shall
also refrain from disclosing any such Confidential Information to any third
parties. Consultant further agrees that upon termination or expiration of this
Agreement, it will return all Confidential Information and copies thereof to
the
Company and will destroy all notes, reports and other material prepared by
or
for it containing Confidential Information. Consultant understands and agrees
that the Company might be irreparably harmed by violation of this Agreement
and
that monetary damages may be inadequate to compensate the Company. Accordingly,
the Consultant agrees that, in addition to any other remedies available to
it at
law or in equity, the Company shall be entitled to injunctive relief to enforce
the terms of this Agreement.
1
Notwithstanding
the foregoing, nothing herein shall be construed as prohibiting Consultant
from
disclosing any Confidential Information (a) which at the time of disclosure.
Consultant can demonstrate either was in the public domain and generally
available to the public or thereafter becomes a part of the public domain and
is
generally available to the public by publication or otherwise through no act
of
the Consultant; (b) which Consultant can establish was independently developed
by a third party who developed it without the use of the Confidential
Information and who did not acquire it directly or indirectly from Consultant
under an obligation of confidence; (c) which Consultant can show was received
by
it after the termination of this Agreement from a third party who did not
acquire it directly or indirectly from the Company under an obligation of
confidence; or (d) to the extent that the Consultant can reasonably demonstrate
such disclosure is required by law or in any legal proceeding, governmental
investigation, or other similar proceeding.
Severability.
If any
provision of this Agreement shall be held or made invalid by a statute, rule,
regulation, decision of a tribunal or otherwise, the remainder of this Agreement
shall not be affected thereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
| 8. |
Governing
Law; Venue; Jurisdiction.
This Agreement shall be construed and enforced in accordance with
and
governed by the laws of the State of New York, without reference
to
principles of conflicts or choice of law thereof. Each of the parties
consents to the jurisdiction of the U.S. District Court in the Southern
District of New York in connection with any dispute arising under
this
Agreement and hereby waives, to the maximum extent permitted by law,
any
objection, including any objection based on forum non conveniens
to
the bringing of any such proceeding in such jurisdictions. Each party
hereby agrees that if another party to this Agreement obtains a judgment
against it in such a proceeding, the party which obtained such judgment
may enforce same by summary judgment in the courts of any country
having
jurisdiction over the party against whom such judgment was obtained,
and
each party hereby waives any defenses available to it under local
law and
agrees to the enforcement of such a judgment. Each party to this
Agreement
irrevocably consents to the service of process in any such proceeding
by
the mailing of copies thereof by registered or certified mail, postage
prepaid, to such party at it address set forth herein. Nothing herein
shall affect the right of any party to serve process in any other
manner
permitted by law. Each party waives its right to a trial by
jury.
|
| 9. |
Miscellaneous.
|
| (a) |
Any
notice or other communication between parties hereto shall be sufficiently
given if sent by certified or registered mail, postage prepaid, if
to the
Company, addressed to it at 000 X. Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxx
Xxxxxxx, XX 00000 or if to the Consultant, addressed to it at CEOcast,
Inc., 000 Xxxxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, XX 00000 Attention: Administrator, facsimile number:
(000) 000-0000, or to such address as may hereafter be designated
in
writing by one party to the other. Any notice or other communication
hereunder shall be deemed given three days after deposit in the mail
if
mailed by certified mail, return receipt requested, or on the day
after
deposit with an overnight courier service for next day delivery,
or on the
date delivered by hand or by facsimile with accurate confirmation
generated by the transmitting facsimile machine, at the address or
number
designated above (if delivered on a business day during normal business
hours where such notice is to be received), or the first business
day
following such delivery (if delivered other than on a business day
during
normal business hours where such notice is to be
received).
|
| (b) |
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 arrangements and understandings
related to the central subject matter
hereof.
|
| (c) |
This
Agreement has been duly authorized, executed and delivered by and
on
behalf of the Company and the
Consultant.
|
| (d) |
This
Agreement and all rights, liabilities and obligations hereunder shall
be
binding upon and inure to the benefit of each party’s successors but may
not be assigned without the prior written approval of the other
party.
|
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
hereof.
|
By:
|
/s/
Xxxxxxx Xxxxxxx
|
|
Chairman
& CEO
|
|
|
CEOCAST,
INC.
|
|
|
By:
|
/s/
Xxxxxxx Xxxxx
|
2
EXHIBIT
A
1.
Non-deal road show including meetings with brokers, fund managers and high
net-worth investors.
2.
Company featured on the Home Page of our Internet site for one week each
quarter.
3.
The
writing and distribution of press releases to over 275,000 opt-in communications
investors.
4.
Company covered in CEOcast weekly newsletter.
5.
Calls
to 200 brokers on each news release.
6.
Interviews on xxxxxxx.xxx web site as desired with distribution to over 275,000
opt-in communications investors.
7.
Investor line to handle call volume.
8.
Strategic advice, including technical analysis to ensure that press release
distribution and other dissemination of news releases generates the maximum
impact.
9.
Maintenance of company databases.
3
