ADMINISTRATIVE CONSULTING AGREEMENT
Exhibit 10.1
ADMINISTRATIVE CONSULTING AGREEMENT
THIS ADMINISTRATIVE CONSULTING AGREEMENT (the “Agreement”), made this 14th day of June, 2003 by and between: Strategic Internet Investments, Incorporated, located at Xxxxx 000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X-0X0 (hereinafter referred to as (the “Company”) and Xxxxx X. Xxxxxxxx, an Administrative Consultant of 000 Xxxxxxx Xxxxxx, Xxxxxxxxx B.C. (hereinafter referred to as “Consultant”).
BACKGROUND
WHEREAS, the Company desires to engage Consultant to assist the Company on a non-exclusive basis to perform various administrative functions with respect to the Company’s requirements for financial and corporate reporting and compliance.
WHEREAS, the Company and the Consultant desire to set forth in this Agreement all of the terms and conditions that shall govern their business relationship.
NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual promises and covenants, the parties have agreed as follows:
| 1. | APPOINTMENT: The Company hereby appoints Consultant as it’s non-exclusive Administrative Consultant and hereby retains Consultant, on the terms and conditions of this Agreement. Consultant accepts such appointment and agrees to perform the services upon the terms and conditions of this Agreement. |
| 2. | TERM: The term of this Agreement shall be for five (5) months from the date first written above. This Agreement can be terminated by either party upon giving 15 days written notice to the other party. Notwithstanding any termination of this Agreement, the promises of confidentiality set forth in this Agreement below shall survive for a period of one year following any termination hereof. |
| 3. | SERVICES: |
| (a) | Consultant shall assist the Company
with its financial and corporate reporting requirements as well as providing
corporate governance advice on a best efforts basis. The Consultant also
may from time to time, as requested by the Company, consult and assist
in the preparation of registration statements, business plans, and attend
meetings with potential investors and others who may undertake due diligence
of the Company. |
| (b) | The Company will pay for all pre-approved
expenses and disbursements incurred by the Consultant on behalf of the
Company in connection with the Consultant’s functions, make its representatives
available upon reasonable notice to meet with the Consultant and provide
unrestricted access to any and all relevant documentation as reasonably
requested by the Consultant in furtherance of completion of his responsibilities. |
| 4. | LIMITATIONS ON SERVICES: |
| (a) | Company acknowledges that the Consultant
does not hold any professional licenses, including any NASD license to
serve as a broker-dealer; accordingly, the Consultant shall not act as
a broker-dealer, and will not solicit the purchase of the Company’s
equity securities from potential investors. All of Consultant’s services
rendered pursuant to the terms of this Agreement shall be performed in
full compliance with all applicable federal and state securities laws,
rules and regulations. |
| (b) | Consultant shall not render any legal
advice or perform accounting services and is not acting as an investment
advisor within the meaning of the applicable state and federal Securities
Laws, rules and regulations. |
| (c) | Consultant’s services shall not
be exclusive nor shall Consultant be required to render any specific number
of hours or assign specific personnel to the Company or it’s projects. |
| (d) | Consultant makes no promise that he
will be successful in introducing the Company to potential investors. |
| 5. | DUTIES OF COMPANY: |
| (a) |
Company shall supply Consultant, on
a reasonable and unrestricted basis, with all approved data and information
about the Company, its management, its products, and its operations and
the Company shall be responsible for advising Consultant of any facts
which would affect the accuracy of any prior data and information previously
supplied to Consultant so that Consultant may take corrective action. |
| (b) |
The Company shall be deemed to make
a continuing representation of the accuracy of any and all material facts,
material, information, and data, which it supplies to Consultant and the
Company acknowledges its awareness that Consultant will rely on such continuing
representation. |
| (c) |
Company hereby agrees to indemnify Consultant
against, and to hold Consultant harmless from, any claims, demands, suits,
loss, damages, and etc, arising out of Consultants reliance upon the accuracy
and continuing accuracy of such facts, material, information, and data,
unless Consultant has been negligent in fulfilling the duties and obligations
hereunder. |
| 6. |
COMPENSATION: Recognizing that the Company has very limited working capital and cannot make payment to the Consultant in cash, the Consultant agrees to accept 2500,000 common shares in the capital of the Company as full compensation for services provided to the Company under the Agreement. The shares shall be unrestricted, free-trading and will be held by the company and vest to the consultant in installments, as follows, |
| NUMBER OF SHARES | VESTING/DISTRIBUTION DATE | ||
| 150,000 | Immediately upon signing agreement | ||
| 25,000 | Two month after agreement date, subject | ||
| to satisfactory performance | |||
| 25,000 | Three months after agreement date, | ||
| subject to satisfactory performance | |||
| 25,000 | Four months after agreement date, subject | ||
| to satisfactory performance | |||
| 25,000 | Five months after agreement date, subject | ||
| to satisfactory performance |
| The Company, in it sole discretion, may elect to accelerate vesting of the shares to the Consultant based upon the performance of the Consultant. The Consultant shall have no responsibility to perform any services under the terms of this Agreement until the compensation has been issued in full and the first vesting traunch received in good order by the Consultant as described above. | |
| (b) | In the event that the Consultant elects
to terminate this agreement prior to completing the full term of this
agreement or the agreement is terminated with cause by the Company, the
Consultant shall return to the Company that pro rata number of shares
that equates to the un-expired term of the agreement. For example, if
agreement is terminated with two months remaining in the term, Consultant
will return 100,000 shares to the Company. |
| 6. |
CONFIDENTIALITY: Consultant acknowledges
that the execution and delivery of this Agreement as well as certain,
non-public information that it may receive from the Company is “Confidential
Information” which shall also include any and all information in
oral or written form that is disclosed to a party (“the Receiving
Party”), by the other party (“the Disclosing Party”) that
has not been publicly made known by the Disclosing Party either prior
to or subsequent to the Receiving Party’s receipt of such information.
With respect to any non-public, material information the Consultant may
obtain concerning the Company, the Consultant hereby acknowledges the
application of the antifraud rules of the federal securities laws concerning
its use and dissemination. Each party acknowledges that the other party
is entering into this Agreement in large part because of the promises
made in this paragraph and that any breach or threatened breach by a party
of these promises will result in irreparable damage to a party for which
liquidated damages count not be reasonably calculated. Accordingly, both
parties agree that in the event of a breach or threatened breach of the
promises made in paragraph, a party may seek and obtain an injunction
against any such breach or threatened breach in any federal or provincial
court in the Province of British Columbia upon application and to whose
jurisdiction the parties hereby consent. The Company agrees not to contact
any of the Consultant’s funding sources without the prior consent
of Consultant for a period of Three (3) years after the termination of
this Agreement. |
| 7. |
ENTIRE AGREEMENT: This instrument
contains the entire Agreement of the parties and may be modified only
by Agreement in writing signed by the party against whom enforcement of
any waiver, change, modification, extension, or discharge is sought. This
Agreement is performable in British Columbia, Canada. |
IN WITNESS WHEREOF, the persons signing below warrant that they are duly authorized to sign for and on behalf of, the respective parties. This Agreement may be executed in duplicate originals, and any executed copy of this Agreement made by reliable means (e.g. photocopy or facsimile) shall be considered an original.
For: Strategic Internet Investments, Incorporated For: Consultant
| By: | signed by “Xxxxx Xxxxxxxx”_ | By: | signed by “Xxxxx Xxxxxxxx”_ |
| Xxxxx Xxxxxxxx, President | Xxxxx X. Xxxxxxxx | ||
| Dated: June14, 2003 | Dated: June 14, 2003 |
