CONSULTING AGREEMENT
This Consulting Agreement (this “Agreement”) dated as of May 1, 2015 (the “Effective Date”), is by and between EliteSoft Global Inc., a Delaware corporation, with offices at Xxxx X-0-0, Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxx Xxxx, No. 1, Medan Xxxx Xxxxx Xxxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx (the “Company”) and Tech Associates Inc (the “Consultant”) with offices at 00 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, XX 00000 .
RECITALS
A. The Company desires to retain the Consultant
for the term set forth in this Agreement to assure itself of the services of the Consultant, and the Consultant is willing to be
retained by the Company for the term on the terms and conditions set forth below.
B. The Consultant desires to provide the services under this Agreement and represents that it is qualified to perform such services[1].
NOW, THEREFORE, in consideration of the mutual promises,
covenants and agreements hereinafter set forth, the parties agree as follows:
1. Retention of the Consultant. Subject to
the terms and conditions set forth in this Agreement, the Company hereby retains the Consultant to perform the services set forth
in this Agreement, and the Consultant accepts this retention on the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall commence on the Effective Date with an initial term of 6 months, and thereafter on an ongoing open-ended basis. Either party shall have the ability to terminate the Agreement after the initial 6 months with a notice provided in writing within 7 days prior to termination. If the Consultant is terminated anytime before the end of the initial 6 month term, and unless terminated by means of negative causation or proven misconduct by the Consultant, the Consultant’s fees shall be accelerated for the initial 6 months and paid in full. If a non-curable due diligence issue arises from either party, then both parties shall have the right to terminate the Agreement, if in the case of the Company, it would not be liable to pay additional compensation beyond the period that performance on the Agreement had been provided by the Consultant, or if in the case of the Consultant, it would not be obligated to continue performance on this Agreement effective as of the date of termination.
3. Scope of Work. The services to be performed by the Consultant under this Agreement (the “Going Public” strategy) shall consist of the following: (a) General consulting work, corporate business analysis, drafting of the Company's Asset Assignments, Agreements, Super 0-X, 00-X, 00-X, 0-X, and Form S-1, additionally, to help answer SEC (Securities and Exchange Commission) comments that may arise from the SEC; coordinating auditor changes, corporate identity, implementing and collaborating with the Company's management to fulfill its goal to become a publicly-traded entity on OTC BB (Over-the-Counter Bulletin Board) (b) Introduction to legal counsel, auditors, accountants, 15c211 sponsors, market maker(s), DTC eligibility (c) Assist in coordination with management in presentations (d) Evaluation of various financing procedures (e) Participation in SKYPE calls with management, general business reviews. Additionally, the Company has been given notice by the Consultant through this Agreement that the Consultant is not a licensed attorney and that certain items such as a legal letter must be obtained by a securities attorney prior to submitting on Form S-1, as required by the US Securities and Exchange Commission. Furthermore, that the Company may not fully rely on Consultant for legal advice with respect to its "going public" strategy. All work performed is being performed on a "best efforts" basis and that no guarantees or warranties are given or expressed within this Agreement.
[1] Additionally, the Company has been given notice by the Consultant through this Agreement that the Consultant is not a licensed attorney and that certain items such as a legal letter must be obtained by a securities attorney prior to submitting on Form S-1, as required by the US Securities and Exchange Commission. Furthermore, that the Company may not fully rely on Consultant for legal advice with respect to its "going public" strategy.
| 1 |
4. Compensation, Payment and Timing. In consideration of the Work, the Company shall compensate Consultant as follows: Compensation for the Work shall be: $2,000 (Two Thousand Dollars) per month to be paid by wire transfer by the first of each month and 250,000 shares of restricted common stock with piggy-back registration rights on any registration statement, to be issued on October 1, 2015.
5. Independent Contractor. The Consultant agrees to perform his services hereunder as an independent contractor and not as an employee of the Company, its subsidiaries or affiliates.
6. Modifications. No amendment or modification to this Agreement shall be effective unless made in writing.
7. Assignment. This Agreement and
all of the Consultant’s rights, duties and obligations under this Agreement are personal in nature and shall not be subcontracted,
assigned, delegated or otherwise disposed of by the Consultant without the prior written consent of the Company.
8. Notice. All notices required under this Agreement shall be deemed given when sent by overnight courier or registered
or certified mail, or when sent by telecopy, telegraph or other graphic, electronic means and confirmed by overnight courier or
registered or certified mail addressed to the address set forth in the preamble to this Agreement. Either party shall have the
right to change the address or name of the person to whom such notices are to be delivered by notice to the other party.
9. Law and Venue. This Agreement shall be governed in all respects by and construed in accordance with the laws of
the State of California without regard to conflicts of law provisions. Any litigation between the parties shall be conducted in
the state or federal courts of the State of California.
10. Governing Law. This Agreement shall be interpreted and governed in accordance with the law of the State of California.
In the event that litigation results or arise out of this Agreement or the performance thereof, the parties agree that the prevailing
party is entitled to reimbursement by the non-prevailing party of reasonable attorney’s fee, costs, expenses, in addition
to any other relief to which the prevailing party may be entitled.
11. Headings. The headings in this Agreement are provided for convenience of reference only and shall not affect the
construction of the text of this Agreement.
12. Non-Waiver. No waiver of any provision of this Agreement shall be deemed to be nor shall constitute a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
13. Cumulative Remedies. All rights and remedies of the parties under this Agreement shall be cumulative, and the
exercise of any one right or remedy shall not bar the exercise of any other right or remedy.
14. Severability. If any provision of this Agreement shall be held or deemed to be invalid, inoperative or unenforceable,
such circumstances shall not affect the validity of any other provision of this Agreement.
15. Survival. The
obligations of the parties hereunder which by their nature survive the termination of this Agreement and/or the completion of
the Work hereunder, shall survive and inure to the benefit of the parties.
| 2 |
Those provisions of this Agreement which provide
for the limitation of or protection against liability shall apply to the full extent permitted by law and shall survive termination
of this Agreement and/or completion of the Work.
16. Complete Agreement. This Agreement constitutes the entire
and final agreement and supersedes all prior and contemporaneous agreements, representations, warranties and understandings of
the parties, whether oral, written or implied with respect to the subject matter hereof. The inclusion of this provision has been
a material inducement for each of the parties to enter into this Agreement.
17. Publicity. The Consultant shall not make any public disclosures regarding the Company, its subsidiaries or affiliates
or the project for which he is performing the Work without the prior approval of the Company.
The parties have executed this Agreement effective as of the day and year first above written.
EliteSoft Global Inc. (Company)
By: /s/ Xxxx Xxxxx "Xxxxxx" Xxxx
Xxxx Xxxxx "Xxxxxx" Xxxx
Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors
Tech Associates Inc. (Consultant)
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
President & Managing Member
| 3 |
