CONSULTING AND MARKETING
SERVICES AGREEMENT
THIS AGREEMENT made as of the 6th day of August 2001
BETWEEN: XXXXXXX XXXX having offices at 0000X 0xx Xxxxxx, X.X., Xxxxxxx, Xxxxxx
X0x 0X0.
(hereinafter referred to as "Consultant" l")
AND: HAVANA REPUBLIC, INC., a business established pursuant to the laws of the
state of Florida, having offices at 0000 Xxxxxx xxxx Xxxxxx Xxxxxxx
00000 and trading on the OTC Bulletin Board under the symbol "HVAR"
(hereinafter referred to as "Havana Republic")
WHEREAS:
A. Havana Republic wishes to hire Consultant to provide certain financial
/business consulting services to Havana Republic(as further detailed in
Section 2 below), and is qualified to render the aforesaid services;
B. Consultant has indicated his willingness to accept and undertake the
duties and responsibilities on the terms and conditions set out herein,
and will perform said duties and responsibilities as an independent
contractor to Havana Republic;
C. The parties have agreed that the terms and conditions of such
contractual work will be as hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and of the covenants and agreements hereinafter contained, that the
parties have agreed as follows:
1. TERM
Subject to the provisions contained herein, the duration of this
Agreement shall be for a period of twelve (12) months, commencing August 6, 2001
and concluding on August 5, 2002 (the "Term"), unless terminated or renewed in
accordance with the terms and provisions of this Agreement.
2. SERVICES / SCOPE OF WORK TO BE PERFORMED
Consultant is hereby engaged by Havana Republic in a consulting /
advisory capacity for the Term of the Agreement.
The services to be rendered by Consultant shall include Introduction to
sources of Investment Capital, potential Market Makers, advise on Strategic
Business development in North and South America.. Consultant will provide Havana
Republic with periodic updates as to the progress and activity of Consultant at
the request of Havana Republic. Lastly, Consultant agrees to use his best
efforts to perform the services required under this Agreement. Consultant
represents that the services provided herein are not in connection with or sale
of securities in a capital raising transaction, and do not directly or
indirectly promote or maintain a market for Havana Republic's securities.
3. REMUNERATION
Immediately upon signing this Agreement, Havana Republic shall pay to
Consultant the sum of seven million five hundred thousand (7,500,000) shares of
Havana Republic (HVAR : NASDAQ BB) which shares shall be registered by Havana
Republic in an S-8 Registration Statement which shall be filed within five days
of the execution of this Agreement and will thereafter be issued as free trading
shares and delivered via over night courier the following business day to:
XXXXXXX XXXX at 0000X 0xx Xxxxxx, X.X., Xxxxxxx, Xxxxxx X0x 0X0.
4. GOVERNING LAW
All matters arising out of this Agreement shall be determined and
decided under the laws, regulations and rules of the State of Florida.
5. ARBITRATION
If a dispute should arise under any of the terms of this Agreement,
both parties agree to submit the matter to Binding Arbitration according to the
rules of the American Arbitration Association. In this regard, a request by
either party for arbitration shall be binding on the other. Arbitration shall
take place in the state of Florida before a one-arbitrator panel sitting in
Miami-Dade County, Florida.
6. HEADINGS
The headings used in this Agreement are for ease of reference only and
shall not affect the meaning or the interpretation of this Agreement.
7. NO PARTNERSHIP
Nothing in this Agreement or in the relationship of the parties hereto
shall be construed as in any sense creating a partnership among the parties or
as giving to any party any of the rights or subjecting any party to any of the
creditors of the other party.
8. SURVIVAL
Each party hereby agrees that all representations, warranties and other
provisions contained in this Agreement shall forever survive the execution and
delivery of this Agreement.
9. SEVERABILITY
The invalidity or non-enforceability of any provision in this Agreement
shall not affect the validity or enforceability of any other provision or part
of this Agreement, and the parties hereby undertake to re-negotiate in good
faith any such invalid or unenforceable provision, with a view to concluding
valid and enforceable arrangements as nearly as possible the same as those
contained in this Agreement.
10. ENTIRE AGREEMENT
The provisions contained in this Agreement constitute the entire
agreement between the parties with respect to the subject matter and supersede
all prior communications, proposals, representations and agreements, whether
oral or written, with respect to the subject matter of this Agreement.
11. NOTICES
All notices, demands and payments under this Agreement must be in
writing and sent by certified mail, or may be delivered personally or by
facsimile transmission to the addresses as first written above, or such other
addresses as October from time to time be notified in writing by the parties
followed by the mailing of such notice by certified mail.
12. AMENDMENTS
No term or provision hereof may be amended except by an instrument in
writing signed by all of the parties to this Agreement.
13. COUNTERPARTS
This Agreement may be executed in several counterparts (including by
fax), each of which when so executed shall be deemed to be an original and shall
have the same force and effect as an original and such counterparts together
shall constitute one and the same instrument.
14. DISCLOSURE
In consideration of the confidential nature of the business
contemplated herein, Consultant and Havana Republic agree not to disclose or
otherwise reveal to any third party any information pertaining to either
Consultant or Havana Republic business activities without prior written
permission, except as may be required by law.
IN WITNESS THEREOF, the authorized representatives of Consultant and
Havana Republic indicate their acceptance of the terms and conditions of this
Agreement as outlined above as of the day and year first above written, and by
affixing their duly authorized signatures below, Consultant and Havana Republic
hereby agree to the full activation of this Agreement.
Havana Republic, Inc.
XXXXXXX XXXX By: /S/ XXXXX XXXXXXXXX
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Xxxxxxx Xxxx Xxxxx Xxxxxxxxx, President
