Business Development and Consulting Agreement
Business
Development and Consulting Agreement
THIS
AGREEMENT, made as of this 2nd
day of
October, 2007 is by and between Xxxxx America, Inc., a Canadian corporation
(“XXXXX”) and Brisam Corporation, a Nevada corporation (“BRISAM”).
WHEREAS,
XXXXX is company specializing in the manufacturing and distribution of
commercial grade furniture with a desire to expand its services in the United
States market; and
WHEREAS,
BRISAM is a public company, which employs individuals with expertise in
assisting companies in gaining market awareness and furthering their business
objectives.
NOW,
THEREFORE, in consideration of the mutual covenants as herein set forth, the
parties agree as follows:
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1.
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Services
to be performed by BRISAM.
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1.1
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BRISAM,
generally through Xxxxx Xxxxx, shall perform general business development
services for XXXXX, including but not limited to: introducing new
clients
for XXXXX’x products and services; introducing high net individuals
interested in XXXXX; assist XXXXX in refining its marketing and business
materials; and provide general services on an as needed
basis.
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1.2
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BRISAM
shall also make available at least one person to be present at XXXXX
presentations or similar events.
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2.
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Payment
for Services.
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2.1
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XXXXX
Agrees to pay BRISAM a monthly retainer of $20,000 for its services
under
this Agreement. It is understood and agreed by the parties that XXXXX
is
currently seeking investment capital to satisfy its working capital
needs
and at times may need to accrue the monthly payment under this Subsection
until such time as XXXXX has sufficient working capital
resources.
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2.2
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In
addition to the monthly retainer called for under subsection 2.1
above,
XXXXX Agrees that all travel, food, and lodging expense that BRISAM
may
incur during any agreed upon engagements shall be borne by XXXXX
and
BRISAM shall be reimbursed, upon submission of appropriate receipts,
for
any reasonable out of pocket expenses that it may incur with respect
to
such travel, food and lodging.
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1
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2.3
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The
parties hereto agree that prior to the beginning of any special engagement
or use of BRISAM’s services they shall mutually agree to the cost and
duration of such engagement or service. Any such agreement may be
modified
or extended upon mutual agreement of the
parties.
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2.4
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XXXXX
agrees to pay BRISAM for special services not later than 10 days
after the
conclusion of any engagement or completion of any services upon submittal
of an invoice. Such payment shall be made by check or wire
transfer.
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3.
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Miscellaneous
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3.1
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The
parties may wish, from time to time, in connection with the work
contemplated in this Agreement, to disclose confidential information
to
each other (“Confidential Information”). Each party will use reasonable
efforts to prevent the disclosure of any of the other party’s Confidential
Information to third parties upon receipt thereof. The recipient
may
acquire information that pertains to the disclosure’s processes,
equipment, programs, developments, or plans that are both (i) disclosed
or
made known by the disclosure to the recipient to be confidential
in nature
and (ii) identified in writing as “proprietary” by the disclosure. The
recipient agrees not to disclose any Confidential Information to
third
parties or to use any Confidential Information for any purpose other
than
performance of the services contemplated by this Agreement, without
prior
written consent of the disclosing
party.
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3.2
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This
Agreement may be terminated at any time, by any party, for any reason
with
thirty (30) days written notice to the non-terminating
party.
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3.3
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The
Parties exclusively consent to submit any dispute arising out of,
or with
respect to this Agreement or the performance of this Agreement to
the
jurisdiction and venue of an appropriate court located in Xxxxx County,
State of Nevada.
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3.4
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This
Agreement constitutes the entire agreement between the parties hereto,
supersedes all existing agreements between them, and cannot be changed
or
terminated except by a written agreement signed by the parties. There
are
no understandings, agreements, or representations, expressed or implied,
with respect to the subject matter hereof that are not specified
herein.
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3.5
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This
Agreement is made in, and shall be interpreted in accordance with
the laws
of the State of Nevada applicable to contracts to be performed entirely
within the State, and without regard to principles of conflicts of
laws.
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2
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3.6
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This
Agreement may be executed in one or more counterparts, all of which
when
taken together shall constitute one and the same
Agreement.
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[SIGNATURE
PAGE TO FOLLOW]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
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By:
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/s/
Xxxxxxxx Xx Xxxxxxx
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Printed Name
and
Title:
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Xxxxxxxx
Xx Xxxxxxx, President
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Brisam
Corporation
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/s/
Xxxxx Xxxxx
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Xxxxx
Xxxxx, President
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