CONSULTING AGREEMENT
This Agreement is made and entered into effective the 23rd day of April,
2006 by and between Secured Digital Applications, Inc. ("SDA" or "the Company"),
a Delaware corporation, and Xxx Xxxx Hong ("Consultant").
1. Services Provided by Consultant:
Consultant shall provide advisory services to the Company in the area of
corporate and business development.
2. Duration of Agreement:
This Agreement shall commence from the date of signing this agreement and
shall expire on April 14, 2007 or at such mutually extended time as agreed
between the parties. Either party shall be at liberty to terminate this
Agreement by serving 30 days written notice.
3. Compensation:
The Company will issue up to 1,000,000 shares of the Company's common
stock, $.00001 par value per share, to Consultant. The shares to be issued shall
represent payment for consulting fees due in the amount of $90,000. Stock will
be issued to Consultant as soon as a Form S-8 registration has been declared
effective by the US Securities and Exchange Commission. The Company shall file
such Form S-8 with the Securities and Exchange Commission within 60 days of the
execution of this agreement. The fee and other incidental expenses relating to
the filing of Form S-8 shall be borne by the Company.
4. Confidentiality:
Consultant agrees that all information received from SDA shall be treated
as confidential information and Consultant shall not share such information with
any other person or entity without the express written consent of SDA. In the
event of termination of this Agreement, the obligations of Consultant and
Company with respect to either Party's Confidential Information shall terminate
three (3) years after the expiration or earlier determination of this Agreement
as may be agreed between the parties.
5. Entire Agreement:
This Agreement contains the entire agreement and understanding of the
parties concerning the subject matter hereof and supersedes and replaces all
prior and contemporaneous negotiations, proposed agreements and agreements,
whether written or oral. This agreement may be amended or altered and rights
hereunder may be waived only by a written instrument signed by Consultant and
Company.
6. Governing Law
This Agreement will be governed by, construed in accordance with the laws
of the State of New Jersey applicable to contracts that are negotiated, executed
and performed wholly within said state and without regard to any choice of laws
of principles applied under the laws of such state. THE PARTIES HEREBY EXPRESSLY
CONSENT TO THE JURISDICTION OF THE APPROPRIATE FEDERAL OR STATE COURTS VENUED IN
NEW JERSEY FOR ANY AND ALL DISPUTES ARISING UNDER THIS AGREEMENT.
7. Notices
Any notices to be given to Consultant pursuant to this Agreement shall be
addressed to:
Xxx Xxxx Hong
Xxx 000 Xxxxx Xxxxxx Xxxxxxx Xxxxx
Xxxx 00-0/0, Xxxxx Xxxxxx
00000 Xxxxxx
Xxxxxxxx
and notices to Company shall be addressed to:
Secured Digital Applications, Inc.
00, Xxxxx 00X/000
00000 Xxxxxxxx Xxxx
Xxxxxxxx
Attn: Xxxxxxx Soon-Xxxx Xxx, Chairman & CEO
8. Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be considered an original and all of which together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of
the date first above written.
Secured Digital Applications, Inc.
By: /s/ Xxxxxxx Soon-Xxxx Xxx By: /s/ Xxx Xxxx Hong
--------------------------- --------------------
Xxxxxxx Soon-Xxxx Xxx Xxx Xxxx Xxxx
Chairman & CEO
