CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), is entered into as of the
___ day of __________, 2003, by and between Rescon Technology Corporation,
a Nevada corporation (the "Company") with principal offices at 0000 Xxxxxx
Xxxxxx, 12th Floor, Xxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and Xxxxx
Xxxxxxxxx (the "Consultant"), a resident of New York, with an principal
address at 000 X. 00xx Xxxxxx, Xxxxx 0, Xxx Xxxx, Xxx Xxxx 00000.
RECITALS
A. The Company, through its subsidiary, Campuslive Incorporated
("Campus") offers distance learning and electronic year book products;
B. The Consultant has expertise in photography and editing; and
C. The Company and the Consultant desire to confirm the terms under
which the Consultant has been engaged to perform services for, and is being
compensated by, the Company.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises set forth below, and based upon our prior discussions, and
for good and valuable consideration, Consultant is engaged as a consultant
to the Company, as follows:
1. Engagement. The Company hereby engages the Consultant to provide
the services described below, on the terms and conditions set forth in this
Agreement. The period of the engagement will be for a term of one year,
beginning at the effective date of the Registration Statement (as such term
is defined in Section 5 hereof).
2. Non-Exclusivity. The parties acknowledge that this engagement is
not exclusive to either party. The Company shall be free to engage other
consultants, and the Consultant may render services to other business,
financial and commercial clients, whether during or after the term of this
Agreement.
3. Services. The Consultant shall, under the direction of Campus,
provide photographic and editing services and otherwise assist Campus in
the creation of demonstrational presentations for the Campus distance
learning and electronic yearbook services.
4. Method of Providing Services. It is understood that Campus shall
direct Consultant as to the content and presentation of the demonstrational
materials. The Consultant will perform services, and may communicate with
the Company and Campus, through telephone or video conferences, personal
meetings, email, correspondence and such other methods, and at such times,
as the parties may determine. The Consultant shall not be required to
devote a specific or minimum number of hours to the Company's business, and
shall allocate such time as is reasonably required to provide, in an
effective manner, the services contemplated by this Agreement.
5. Compensation. (a) In consideration of, and in full payment for,
the services to be performed under this Agreement, the Company hereby
agrees to issue to the Consultant, subject to the provisions of this
Section 5, seventy-five thousand (75,000) shares of the common stock, par
value $.0001 per share, of the Company (the "Shares"); provided, however,
that prior to issuance of the Shares, the Company will file with the
Securities and Exchange Commission a registration statement on Form S-8
covering the Shares (the "Registration Statement"). Anything contained
herein to the contrary notwithstanding, the parties hereby acknowledge and
agree that the Consultant's obligation to perform hereunder is subject to,
and conditioned upon: (i) the Consultant's receipt of the Company's most
recent annual report and such other reports as filed under the Securities
Exchange Act of 1934, as amended, and otherwise required to be delivered to
the Consultant by the Company under Rule 428 promulgated by the Commission
under the Securities Act of 1933, as amended (the "428 Information"); (ii)
the effectiveness of the Registration Statement; and (iii) delivery to the
Consultant of stock certificates evidencing the Shares upon their issuance
subsequent to the effectiveness of the Registration Statement. The
Consultant shall have forty-eight (48) hours following receipt of the 428
Information during which to rescind this Agreement, rendering it null and
void and without any obligations as to the parties hereto; provided,
however, failure by the Consultant to respond within such 48 hour period
shall be deemed an acceptance by the Consultant of this Agreement.
6. Expenses. The Consultant will be reimbursed for any significant
expenses incurred by him in the performance of services under this
Agreement, including the cost of travel, food and lodging while on trips
for the Company, and for specific expenditures for long-distance telephone
and fax and messenger and courier usage. Reimbursement will be based on
reports and receipts to be submitted by the Consultant.
7. Representations and Covenants. The Company represents as follows,
knowing the Consultant is relying thereon:
(a) The Company is a fully reporting company registered as such under
the Securities Exchange Act of 1934, and the Company has filed all reports
required to be filed under such Act.
(b) The Company has taken or will immediately take all steps necessary
to cause a Registration Statement to be filed with the Securities and
Exchange Commission covering the Shares.
(c) The issuance of the Shares has been approved by the Company's
Board of Directors and all requisite corporate action.
8. Independent Contractors, etc. It is understood and agreed by the
parties that both Consultant and the Company are independent contractors
with respect to each other, and are not employees, agents, joint venturers
or partners with respect to one another, for any purposes whatsoever.
9. Confidential Information. As a consequence of the transactions
contemplated by this Agreement, each party may obtain from the Company
certain confidential and proprietary information, business plans, sales and
marketing techniques, business prospects and other non-public confidential
information (the "Confidential Information"). During the term of this
Agreement, and for a period of two years after termination, each party
agrees to keep confidential, and not disclose to any other person, all
Confidential Information. The receiving party shall not disclose
confidential information to third parties other than pursuant to a subpoena
or other process of law, or with the other party's written consent, or
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after such Confidential Information is disseminated by someone other than
the receiving party. In the event either party makes disclosure of any
Confidential Information, it shall notify the other party in writing
specifying in detail the nature of the disclosure, to whom made, and the
basis upon which the disclosing party seeks to it justify said disclosure.
The services and/or advice to be provided by Consultant hereunder shall not
be disclosed to third parties not affiliated with the Company without prior
written approval by the parties, which approval shall not be unreasonably
withheld, except as required by law.
10. Governing Law and Disputes. This Agreement shall be governed by
and construed in accordance with the laws of the State of Nevada, without
regard to the conflicts of laws principles thereof.
11. Notices. The parties agree that any notice given hereunder, shall
be deemed given if mailed by registered or certified mail, return receipt
requested or sent by established overnight express delivery services to the
parties hereto at their respective addresses stated above.
12. No Assignment. This Agreement, and all rights and obligations
hereunder, shall be binding upon and inure to the benefit of each party's
successors and may not be assigned without the written consent of each
party.
13. Miscellaneous. Any determination by any court of competent
jurisdiction that any provision of this Agreement is invalid shall not
affect the validity of any other provision of this Agreement, which shall
remain in full force and effect and shall be construed as to be valid under
applicable law. No waiver by any party of any provision (or breach of any
provision) of this Agreement, whether by conduct or otherwise, in any one
or more instances, shall be deemed or construed either as a further or
continuing waiver of any such provision or breach or as waiver of any other
provision (or breach of any other provision) of this Agreement.
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter, supersedes all
prior agreement, if any, and may not be amended except in writing signed by
both parties.
In WITNESS WHEREOF, the parties have executed this Agreement as of
October ___, 2003.
Rescon Technology Corporation
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Name: Xxxxxxxxx Xxxxxxxxxxx
Title: President
Consultant:
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Xxxxx Xxxxxxxxx
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