CONSULTING AGREEMENT This is an Agreement executed this 15th day of May 2006 by and between:
Exhibit
10.1
This
is an Agreement executed this 15th day of May 2006 by and between:
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Extreme
Staging, Inc., a corporation organized and existing under the
laws of the State of Nevada with usual place
of business at 0000 00xx Xxx., Xxxxxxxx, X.X. 00000,
(hereinafter called the
"Company"),
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And
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Xxxxxx
Xxxxxxxx, an individual, residing at 0000 00xx Xxx.,
Xxxxxxxx, X.X, 00000 , (hereinafter called the
“Consultant”).
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Effective
the 15th day of May 2006, the Company contracts for the
services of the Consultant, and the Consultant agrees to serve the Company,
under the following terms and conditions:
1.
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Scope
of Work. The Consultant shall assist the Company in the following
endeavors:
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A.
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Assisting
in the implementation of the
Vendor Affiliate Program.
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B.
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Assisting
in the implementation of the Extreme Affiliate
Program
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C.
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Assisting with
all of the company's activities relating to the execution of the
Company's
business plan and plan of
operations.
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D.
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Setting
up of the Gold Plan Affiliate
Program
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E.
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Acting
as Extreme Project Coordinator.
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2.
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Duration.
This Agreement is valid for the period: May 15, 2006 to May 15,
2007 with additional one year renewals upon written consent of both
parties.
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3.
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Compensation:
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As
compensation for her services, Consultant shall be paid the sum of $60,000
per
annum plus out of pocket pre-approved expenses. The company has a
right to pay such compensation in the form of its $0.0001 par value Common
Stock
valued at the prevailing rate at the time of issuance which equaled to
$60,000. The initial year compensation shall be paid in full
upon the execution of this Agreement by both parties.
Consultant
agrees to accept as compensation an aggregate of 2,000,000 common shares of
the
Company's common stock. Consultant understands these shares are being
issued under the exemption of Section 4(2) of the Securities Act of 1933 and
will bear a restrictive legend stating that such shares are restricted pursuant
to Rule 144 of the 1933 Securities Act. Consultant
further understands that although the Company plans to register the shares
in
its initial SB-2 filing, the shares may or may not be rendered effective by
the
SEC. Furthermore, even if the SEC renders the SB-2 as effective,
Consultant will be limited to the sale of no more than 133,333 shares in each
90
days reflecting 1% of the outstanding shares of the Company.
The
Consultant acknowledges that she is an independent contractor and that she
is
not entitled to any benefits provided by the Company to its
employees. Consultant will be reimbursed for pre-approved out of
pocket expenses.
4.
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Conflict
of Interest. The Consultant agrees to inform the Company of all
the Consultant’s interests, if any, which may be, or which the Consultant
has reason to believe may be, incompatible with the interests of
the
Company or the Company’s Affiliates and clients. In addition to
the foregoing, the Consultant agrees not to make improper use of
any
information that comes to herself or his agents or representatives
in the
performance of services under this
Agreement.
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5.
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Termination. This
Agreement shall be terminated on May 14, 2008. This contract
may be renewed for additional one year terms, upon mutual consent
of both
parties.
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6.
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Confidentiality. Either
party to this Agreement may, in the course of fulfilling its terms,
need
to disclose information to the other party that is proprietary or
confidential. When such disclosure is undertaken, the following
provisions apply:
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a.
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The
term “Disclosing Party,” as used in this Agreement, means the party
providing Confidential Information. The “Receiving Party” is
the party receiving the
information.
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b.
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The
term “Confidential Information,” as used in this Agreement, means any
oral, written, or documentary information or information that is
stored by
electronic means which (i) relates to this Agreement, (ii) is received
by
one of the parties from the other, and, in the case of written
information, (iii) is marked “Confidential,” “Proprietary” or bears a
marking of like import or which the Disclosing Party states in writing
at
the time of transmittal to, or receipt by, the Receiving Party is
to be
considered confidential. Orally disclosed information shall be
considered confidential if identified as such at the time of disclosure
and if followed up in writing within ten (ten) calendar days, with
the
information identified and marked as
confidential.
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c.
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The
term “Trade Secret”, as used in this Agreement, means any oral, written,
or documentary information or information that is stored by electronic
means that: (i) derives economic value, actual or potential, from
not
being generally known to, and not being readily ascertainable by
proper
means by, other persons who can obtain economic value from its disclosure
or use; and (ii) is the subject of efforts that are reasonable under
the
circumstances to maintain its
secrecy.
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d.
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The
“Confidential Information” and “Trade Secrets” do not include information
that: (i) is already known to the Receiving Party as evidenced by
prior
documentation thereof; or (ii) is or becomes publicly known through
no
wrongful act of the Receiving Party; or (iii) is rightfully received
by
the Receiving Party from a third party without restriction and without
breach of this Agreement or any other Agreement; or (iv) is approved
for
release by written authorization of the Disclosing
Party.
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e.
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The
Receiving Party shall not disclose to others, or use for any purpose
of
its own, any Confidential Information, financial or business data,
technical data, or other confidential or proprietary information
obtained
from the Disclosing Party, or from an affiliated entity of the Disclosing
Party, as a result of work done pursuant to this Agreement, or generated
or developed in the performance of work under this
Agreement. With respect to Trade Secrets, the Receiving Party
agrees not to use for any purpose whatsoever or to disclose Trade
Secrets
at any time during or after the term of this Agreement or until such
Trade
Secrets lose their status as such by becoming generally available
to the
public by independent discovery, development, or
publication. Furthermore, the Receiving Party will not display
for any purpose any drawing, letter, report, other document, or any
copy
or reproduction thereof belonging to or pertaining to the Disclosing
Party, or to an affiliated entity of the Disclosing Party, unless
such
drawing, letter, report, or other document has been previously published
by the Disclosing Party. Publication shall not include
publication to an affiliated entity of the Disclosing
Party. Upon termination of this Agreement, the Receiving Party
agrees to return all Confidential Information to the Disclosing
Party.
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f.
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The
covenants regarding Confidential Information and Trade Secrets will
apply
to any Confidential Information or Trade Secrets disclosed to the
Receiving Party by the Disclosing Party before or after the date
of this
Agreement.
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7.
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Miscellaneous.
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A.
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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.
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B.
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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.
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C.
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Governing
Law, Severability. This Agreement shall be governed by the laws of
the State of New York. The invalidity or
unenforceability of any provision of the Agreement shall not affect
the
validity or enforceability of any other
provision.
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D.
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Arbitration. Any
controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled
by arbitration in accordance of the rules of the American
Arbitration Association, and judgment upon the award rendered
by the arbitrator(s) shall be entered in any court having
jurisdiction thereof. For that purpose the parties hereto
consent to the jurisdiction and venue of an appropriate court located
in
the State of New York. In the event that litigation results
from or arises out of this Agreement or the performance
thereof, the parties agree to reimburse the prevailing party's
reasonable attorney's fees, and all other expenses, whether or
not taxable by the court as costs, in addition to any other
relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said
court or any court of competent jurisdiction if filed more than one
year
subsequent to the date the cause(s) of action actually accrued regardless
of whether damages were otherwise as of said time
calculable.
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WHEREFORE,
the parties have executed this Agreement as of the date first written
above.
IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written:
COMPANY CONSULTANT
Extreme
Home Staging,
Inc. Xxxxxx
Xxxxxxxx
___________________________ _____________________________
Name: Xxxxx
Xxxxxx
/s/ Xxxxx
Xxxxxx
/s/ Xxxxxx
Xxxxxxxx
President,
CEO
Consultant