CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is entered into effective November
10, 1007, between COLMENA CORPORATION, a Delaware corporation, with it's
principal offices located at 00000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000 (hereinafter
referred to as the "Company"), and The Xxxxxx Group, Inc., a Florida Corporation
with it's primary offices located at 0000 Xxxx Xxxxxx Xxxx, Xxxx. 0, Xxxxx 0X,
Xxxxxxx Xxxxx, XX 00000.
1. CONSULTING SERVICES
The Company hereby engages Consultant to perform the Marketing Consulting
services listed below on the terms and conditions set forth in this Agreement:
a. Review all Marketing and Sales Promotion material.
b. Provide Creative Consulting services for Telecommunication related
products being brought to market by Colmena Corporation.
c. Analyze, review and assist in the formulation of Marketing plans
with regards to various media including print, radio and
television.
d. Provide, as deemed appropriate by Consultant, additional services
to include the production of specific marketing campaigns for the
sale of telecommunication related products.
2. TERM OF AGREEMENT
The term of this Agreement shall commence on the date hereof and shall
continue for a period of twelve (12) months.
3. CONSIDERATION TO CONSULTANT
3.1 As compensation for the services rendered hereunder, the Company shall
immediately issue and deliver to Consultant 400,000 (four hundred thousand)
shares of the Company's common stock, $.01 par value, which shall be registered
by the Company under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-8 or any other applicable registration
statement, as soon as practicable. These shares shall also have piggyback
registration rights.
3.2 As additional consideration for the services of Consultant, the Company
agrees to indemnify and hold harmless Consultant and each of its officers,
directors, agents, employees and controlling persons (collectively "Indemnified
Persons") to the fullest extent permitted by law, from and against any and all
losses, claims, damages, expenses (including reasonable fees, disbursements and
other charges of counsel), actions, proceedings or investigations (whether
formal or informal), or threats thereof (all of the foregoing being hereinafter
referred to as "Liabilities"), based upon, relating to or arising out of
Consultant's engagement hereunder, including, but not limited to Liabilities
arsing in connection with the dissemination of information about the Company o
the Company's business, whether in any presentation, in person, through the mail
or otherwise. In connection with the Company's obligation to indemnify for
expenses as set forth above, the Company further agrees to reimburse each
Indemnified Person is reimbursed hereunder for any expenses, the amount so paid
shall be refunded if and to the extent it is finally judicially determined that
the Liabilities ion question resulted primarily from the willful misconduct or
gross negligence of such Indemnified person.
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4. MISCELLANEOUS
4.1 FURTHER ACTIONS. At any time and from time to time, each [party agrees,
at it's or his expense, to take such actions and to execute and deliver such
documents as may be reasonably necessary to effectuate the purposes of this
Agreement.
4.2 ENTIRE AGREEMENT; MODIFICATION. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all existing agreements among them concerning such subject matter,
and may be modified only by written instrument duly executed by the party bound.
4.3 NOTICES. Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested (or by most nearly comparable method mailed from or to
a location outside of the United States), or delivered against receipt to the
party to whom it is to be given at the address of such party set forth in the
preamble to this Agreement (or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section). Any
notice given to any corporate party shall addressed to the attention of the
Corporation Secretary.Any notice of other communication given by certified mail
(or by such comparable method) shall be deemed given at the time of
certification thereof (or comparable act), except for a notice changing a
party's address which will be deemed given at the time of receipt thereof.
4.4 WAIVER. Any waiver by any party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions will not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing
and, in case of a corporate party, be authorized by a resolution of the board of
directors or by an officer of the waiving party.
4.5 BINDING EFFECT. The provisions of this Agreement shall be binding upon
and inure to the benefit of the Company and Consultant and their respective
successors and assigns; provided, however, that any assignment by any party of
its rights under this Agreement without the written consent of the party shall
be void.
4.6 SEVERABILITY. If any provision of this Agreement is invalid, illegal,
or unenforceable, the balance of this Agreement shall remain in effect, and if
any provision is incapable to any person or circumstance, it shall nevertheless
remain applicable to any other persons and circumstances.
4.7 HEADINGS. The headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement.
4.8 COUNTERPARTS; GOVERNING LAW. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. It shall be
governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to conflict of laws.
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4.9 ATTORNEY'S FEES. In the event of a dispute with respect to this
Agreement, the prevailing party shall be entitled to its reasonable attorney's
fees and other costs and expenses incurred in litigating or otherwise resolving
or settling such dispute.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
COLMENA CORP.
a Delaware Corporation
By: /s/ The Xxxxxx Group
THE XXXXXX GROUP, INC.
a Florida Corporation
By: /s/ The Xxxxxx Group
By: /s/ The Xxxxxx Group
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