Consulting Agreement
EXHIBIT 99.1
This
Consulting Agreement (the "Agreement") is entered into this 4th day of
April 2008 by and between Xxxxxxx Xxxxxxxx, an individual, ("Consultant") and
Trussnet Nevada Inc. (the "Company").
RECITALS
WHEREAS,
the Company is in need of assistance in the operational business and corporate
integration support area; and
WHEREAS,
Consultant has agreed to perform consulting work for the Company in providing
operational business and corporate integration support and consulting services
and other related activities as directed by the Company;
NOW,
THEREFORE, the parties hereby agree as follows:
1. Consultant's Services.
Consultant shall be available and shall provide to the Company
professional consulting services in the area of operational business and
corporate integration support ("Consulting services") as requested.
2. Consideration.
A. RATE. In
consideration for the Consulting Services to be performed by Consultant under
this Agreement, the Company will pay Consultant at the rate of four hundred
(400.00) dollars per hour for time spent on Consulting Services. Consultant
shall submit written, signed reports of the time spent performing Consulting
Services, itemizing in reasonable detail the dates on which services were
performed, the number of hours spent on such dates and a brief description of
the services rendered. The Company shall pay Consultant the amounts due pursuant
to submitted reports within agreed upon time after such reports are received by
the Company.
B. EXPENSES.
Additionally, the Company will pay Consultant for the following expenses
incurred while the Agreement between Consultant and the Company
exists:
- All
travel expenses to and from all work sites
- Meal
expenses;
-
Administrative expenses;
- Lodging
Expenses if work demands overnight stays; and
-
Miscellaneous travel-related expenses (parking and tolls. )
Consultant
shall submit written documentation and receipts where available itemizing the
dates on which expenses were incurred. The Company shall pay Consultant the
amounts due pursuant to submitted reports within 14 days after a report is
received by the Company.
3. Independent
Contractor. Nothing
herein shall be construed to create an employer-employee relationship between
the Company and Consultant. Consultant is an independent contractor and not an
employee of the Company or any of its subsidiaries or affiliates. The
consideration set forth in Section 2 shall be the sole consideration due
Consultant for the services rendered hereunder. It is understood that the
Company will not withhold any amounts for payment of taxes from the compensation
of Consultant hereunder. Consultant will not represent to be or hold himself out
as an employee of the Company.
4. Confidentiality. In the
course of performing Consulting Services, the parties recognize that Consultant
may come in contact with or become familiar with information which the Company
or its subsidiaries or affiliates may consider confidential. This information
may include, but is not limited to, information pertaining to the Company
business and operational systems, which information may be of value to a
competitor. Consultant agrees to keep all such information confidential and not
to discuss or divulge it to anyone other than appropriate Company personnel or
their designees.
5. Term. This Agreement shall
commence on [specify date] and shall terminate on [specify date], unless earlier
terminated by either party hereto. Either party may terminate this Agreement
upon Thirty (30) days prior written notice. The Company may, at its option,
renew this Agreement for an additional One (1) year term on the same terms and
conditions as set forth herein by giving notice to Consultant of such intent to
renew on or before April 3rd
2009.
6. Notice. Any notice
or communication permitted or required by this Agreement shall be deemed
effective when personally delivered or deposited, postage prepaid, in the first
class mail of the United States properly addressed to the appropriate party at
the address set forth below:
1.
Notices to Consultant: 0000 X Xxxxxx Xxxx #000, Xxxxxxx XX, 00000
2.
Notices to the Company: 0000 Xxxxxx Xxxxxx Xxxxx Xxxxx 000, Xxxxxx XX
00000
7. Miscellaneous.
7.1 Entire Agreement and
Amendments. This
Agreement constitutes the entire agreement of the parties with regard to the
subject matter hereof, and replaces and supersedes all other agreements or
understandings, whether written or oral. No amendment or extension of the
Agreement shall be binding unless in writing and signed by both
parties.
7.2 Binding Effect,
Assignment. This
Agreement shall be binding upon and shall inure to the benefit of Consultant and
the Company and to the Company's successors and assigns. Nothing in this
Agreement shall be construed to permit the assignment by Consultant of any of
its rights or obligations hereunder, and such assignment is expressly prohibited
without the prior written consent of the Company.
7.3 Governing Law,
Severability. This
Agreement shall be governed by the laws of the State of California. The
invalidity or unenforceability of any provision of the Agreement shall not
affect the validity or enforceability of any other provision.
WHEREFORE,
the parties have executed this Agreement as of the date first written
above.
Trussnet
Nevada Inc.
Xxxxxx
Xxxxxxx
By:
/s/Xxxxxx Xxxxxxx
Xxxxxxx
Xxxxxxxx
By:
/s/Xxxxxxx Xxxxxxxx
04/04/2008
