Exhibit 10.17
CONSULTING AGREEMENT
THIS AGREEMENT is made effective this __day of June, 2005.
BETWEEN;
MidNet. (USA) Inc. a body incorporated under the Laws of Nevada, having its
head office at Suite 220, 0000 Xxxxxxxxx Xxxxx, Xxxx, XX 00000
(hereinafter called the "Company")
OF THE FIRST PART
Logic's Consulting Inc., a body incorporated under the Laws of California,
having its head office at 0000 Xxxxxxx Xxxxx, Xxx. X Xxx Xxxxx, XX 00000
(hereinafter. called the "LCI")
OF THE SECOND PART
WHEREAS:
A. LCI is a Business Development Consultant;
B. The Company is desirous of retaining the services of LCI, and LCI has
agreed to serve the Company as an independent Consultant serving the
Company, upon the terms and conditions hereinafter set forth;
FOR VALUABLE CONSIDERATION it is hereby agreed as follows:
Section 1 - Services
1.01 Subject to sections 2, 3 and 9 hereof and to the control and direction
of the Chairman of the Company, the Company hereby retains LCI to
perform the following services
1.02 LCI shall make itself available for consultation and strategic advice
during the term of this agreement.
1.03 LC1 shall devote such time and effort to the affairs of Company as is
reasonable and adequate to render the Sevices contemplated by this
Agreement.
1.04 LCI shall introduce, identify and seek security industry professionals
who could provide services necessary for the Company to meet its
objectives.
1.05 LCI shall provide such other services as the Company may reasonably
request, consistent with the provisions of this Agreement.
1.06 During the Term, LCI shall provide the "Services" to the Company in a
timely manner.
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Section 2 - Presentations, Warranties and Covenants
2.01 LCI is not a broker-dealer, investment advisor, or associated person of
either, and hence is not responsible for the performance of any
Services that would subject it to federal or state registration or
licensing requirements relating to broker-dealer, investment advisors
and their associated persons.
2.02 LCI is not responsible for the performance of any Services that
constitute the rendering of any legal opinions or performance of work
that is in the ordinary purview of a Certified Public Accountant,
attorney, or broker-dealer.
2.03 LCI cannot guarantee results en behalf of its resources introduced to
MidNet, but shall pursue all reasonable avenues available to
successfully provide the Services contemplated herein.
2.04 LCI shall use its best efforts, working time, attention and ability in
the performance of the Services. Furthermore, LC agrees that it will
not provide like Services to any competitor of MidNet during the term
of this Agreement.
Section 3 - Term of Contract
3.01 The term of this Agreement (the 'Term') shall commence June _, 2005
arid will be ongoing for a minimum of twelve months or until severed by
mutual agreement or as stated in secticn 6 following an initial six
months period.
Section 4 - Compensation
4.01 During the term of this Agreement, MidNet shall pay, on a timely basis,
LCI a fee (the "Fee") of $5,000.00 per month against invoices for
services provided to the Company and performed by LCI during the
respective calendar month, LCI accepts the amount specified as payment
in full for all services to be provided by LCI and LCI's employees.
4.02 On behalf of LCI and LCI's employees, LCI hereby waives any claim for
step-up fees, bonus, benefits [e.g. dental, medical, disability, life
Insurance, company pension], vacation pay, holiday pay or other
additional remuneration or compensation whatsoever, except as otherwise
agreed to from time to time.
4.03 LCI shall invoice MidNet on a monthly basis in advance for services
rendered.
4.04 LCI shall be responsible for the payment of its own taxes on income and
other remittances as shall be required by any governmental entity with
respect to the "Fee"
4.05 LCI shall indemnify and hold MidNet Inc. harmless from and against any
and all taxes, interest, penalties, claims, liabilities, damages or
expenses incurred directly or indirectly by MidNet Inc. and arising
from or with respect to any failure by MidNet Inc. to withhold income
taxes and / or any other legally required deductions from any amounts
paid to or in respect of LCI or LCI's employees
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Section 5 - Intellectual Property / Confidentiality
5.01 LCI shall not, either during the Term or at any time reasonable
thereafter, disclose the private affairs of the Company, or any secrets
of the Company to any person other than the Directors of the Company
and shall not (either during the Term or at any reasonable time
thereafter) use for LCI's own purposes, or for any purpose other than
those of the Company, any information LCI may acquire in relation to
the business and affairs of the Company.
5.02 LCI shall well and faithfully serve the Company during the Term and,
subject to section 9.01 hereof, use its best efforts to promote the
interests of the Company.
Section 6 - Termination
6.01 This Agreement may be terminated by either party at any time on thirty
(30) days prior written notice following the initial six months period.
6,02 After notice, the Company at its option, may waive the requirement that
LCI continue to provide the Services during the applicable notice
period or LCI, at its option, may discontinue providing the Services
during the applicable notice period; but, in arty event, the Company
shall continue to pay the Fee during the applicable notice period.
Section 7 - Assignment
7.01 The services to be performed by LCI pursuant hereto are personal in
character, and except that LCI shall be at liberty to assign this
Agreement. with notice, to a company controlled by him, neither this
Agreement nor any rights or benefits arising hereunder are assignable
by LCI without the previous written consent of the Company.
7.02 The provisions of this Agreement shall enure to the benefit of and be
binding upon LCI, the Company and their respective successors and
assigns. For this purpose, the terms "successors" and "assigns" shall
include any person, firm or corporation or other entity, which at any
time, whether by merger, purchase or otherwise, stall acquire all or
substantially all of the assets or business of LCI or the Company, as
the case may be.
Section 8- Notice
8.01 Any notice in writing required or permitted to be given to LCI
hereunder shall be sufficiently given if delivered or faxed to LCL or
mailed by registered mail, postage prepaid, addressed to LCI at its
address as shown on page 1 hereof. Any such notice mailed in Canada as
aforesaid shall be deemed to have been received by LCI on the third
business day following the date of mailing. Any notice in writing
required or permitted to be given to the Company hereunder shall be
sufficiently given if delivered or faxed to the Company or melted by
registered mail, postage prepaid, addressed to the Company at its
address as shown on page 1 hereof. Any such notice mailed in Canada as
aforesaid shall be deemed to have been received by the Company on the
third business day fallowing the date of mailing. Any such address for
the giving of notices hereunder may be changed by notice in writing
given hereunder.
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Section 9 - Indemnification
9.01 MidNet shall indemnify, defend and hold harmless LC1 and its employees
against any and all claims, demands, suits, judgments, expenses
incurred therein, attorneys' fees, damages and obligations arising out
of the performance of LCI and its employees under this Agreement.
Section 10 - Governing Law
10.01 This Agreement shalt be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the State
of Nevada and the parties hereby irrevocably attorn to the jurisdiction
of the courts of such State for this purpose.
Section 11 - Complete Agreement
11.01 If any provision, word or clause of this Agreement shall be held to be
illegal. invalid or unenforceable for any reason, such illegality,
invalidity or unenforceability shall not affect the remaining
provisions of this Agreement which shall be fully severable, and this
Agreement shall be construed and enforced without regard to such
illegal, invalid or unenforceable provision. This Agreement constitutes
the entire agreement between the parties hereto in respect of the
subject matter hereof and hereby supersedes any other such oral or
written agreements between the parties.
IN WITNESS WHEREOF this Agreement has been executed as of the day, month
and year first above written.
MIDNET INC. Authorized Signatory
Xxxx Xxxx, Pres/CEO
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Print Name and Title
WITNESS: -_________________________________________ Signature
Per: /s/ Xxxxx Xxxxxx Authorized Signature
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Xxxxx Xxxxxx
0000 Xxxxxxx Xxxxx, Xxxxx X
Xxx Xxxxx, XX 00000 Print Name and Title Address
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Occupation
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