CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into effective as of the 12th day
of March, 2002 by and between Xxxxxxx X. Xxxxxx of 0000 Xxxxxxxx Xxxxx,
Xxxxxxx, X.X. ("Xx. Xxxxxx") and New Millennium Development Group Inc., a
publicly traded Nevada Corporation with offices located at #124 - 0000
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 ("NMDV").
WHEREAS, Xx. Xxxxxx provides consultation and advisory services relating
to business management and marketing; and
WHEREAS, NMDV desires to utilize Xx. Xxxxxx services in connection with
its operations.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, Xx. Xxxxxx and NMDV hereby agree as follows:
1. Consulting Services. Effective as of March 12, 2002, by and subject
to the terms and conditions herein contained, Xx. Xxxxxx shall provide
business management, marketing consultation and advisory services to NMDV. Such
services shall include (a) the preparation, implementation and monitoring of
marketing plans, (b) advice concerning production layout and planning and
internal controls and (c) such other managerial assistance as Xx. Xxxxxx
shall deem necessary or appropriate for NMDV's business.
2. Payment. In consideration of entering into this Agreement, Xx. Xxxxxx
shall be provided 200,000 freely tradable NMDV shares, which shares are fully
paid upon the execution hereof and the binding of Xx. Xxxxxx to the obligations
herein. The shares are to be issued in four certificates, each for 50,000
shares in the name of Xxxxxxx X. Xxxxxx. All certificates shall be delivered to
Xx. Xxxxxx at 0000 Xxxxxxxx Xxxxx, Xxxxxxx, B.C
3. Expenses. NMDV shall reimburse Xx. Xxxxxx for all pre-approved travel
and other expenses incurred by it in rendering services hereunder,
including any expenses incurred by consultants for the purpose of
rendering services to or for the benefit of NMDV pursuant to this Agreement. Xx.
Xxxxxx shall provide receipts and vouchers to NMDV for all expenses for which
reimbursement is claimed.
4. Invoices. All pre-approved invoices for expenses incurred by Xx. Xxxxxx
in connection with services rendered pursuant to this Agreement shall be payable
in full within ten (10) days of the date of such invoice. Payment of invoices
shall be made by check made payable to the individual rendering the pre-approved
service and mailed to 0000 Xxxxxxxx Xxxxx, Xxxxxxx, X.X. within the allotted
ten (10) days.
5. Personnel. Xx. Xxxxxx shall be an independent contractor and no
personnel utilized by Xx. Xxxxxx in providing services hereunder shall be deemed
an employee of NMDV. Moreover, neither Xx. Xxxxxx nor any other such person
shall be empowered hereunder to act on behalf of NMDV. Xx. Xxxxxx shall have
the sole and exclusive responsibility and liability for making all reports and
contributions, withholdings, payments and taxes to be collected, withheld, made
and paid with respect to persons providing services to be performed
hereunder on behalf of NMDV, whether pursuant to any social security,
unemployment insurance, worker's compensation law or other federal, state or
local law now in force and effect or hereafter enacted.
6. Term and Termination. This Agreement shall be effective from March 12,
2002, and shall continue in effect for a period of 6 months thereafter. This
Agreement may be renewed for a provisional six-month period thereafter, upon
mutual agreement of the parties.
7. Non-Assignablility. The rights, obligations, and benefits established by
this Agreement shall not be assignable by either party hereto. This Agreement
shall, however, be binding upon and shall inure to the benefit of the parties
and their successors.
8. Confidentiality. Neither Xx. Xxxxxx nor any of its consultants, other
employees, officers, or directors shall disclose knowledge or information
concerning the confidential affairs of NMDV with respect to NMDV's business or
finances that was obtained in the course of performing services provided for
herein.
9. Limited Liability. Neither Xx. Xxxxxx nor any consultants or other
employees shall be liable for consequential or incidental damages of any kind
to NMDV that may arise out of or in connection with any services performed
by Xx. Xxxxxx hereunder.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada without giving effect to the
conflicts of law principles thereof or actual domicile of the parties.
11. Notice. Notice hereunder shall be in writing and shall be deemed to
have been given at the time when deposited for mailing with the United States
Postal Service enclosed in a registered or certified post-paid envelope
addressed to the respective party at the address of such party first above
written or at such other address as such party may fix by notice given pursuant
to this paragraph.
12. No other Agreements. This Agreement supersedes all prior understandings,
written or oral, and constitutes the entire Agreement between-the parties hereto
with respect to the subject matter hereof. No waiver,
modification or termination of this Agreement shall be valid unless in writing
signed by the parties hereto.
13. Prohibited Activities. Consulting services provided under this
Agreement shall not include:
* services in connection with the offer or sale of securities in a
capital-raising transaction;
* services that directly or indirectly promote or maintain a market for
the securities of NMDV including without limitation the dissemination
of information that reasonably may be expected to sustain or raise or
otherwise influence the price of the securities;
* services providing investor relations or shareholder communications;
* consultation on mergers that take a private company public;
* consultation in connection with financing that involves any securities
issuance, whether equity or debt.
14. Counterparts. This Agreement may be signed in one or more counterparts.
15. Facsimile Transmission Signatures. A signature received pursuant to a
facsimile transmission shall be sufficient to bind a party to this Agreement.
IN WITNESS WHEREOF, NMDV and Xx. Xxxxxx have xxxxx executed this Agreement
effective as of the day and year first above written.
New Millennium Development Group, Inc. Xxxxxxx X. Xxxxxx
/s/ Xxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
_______________________________ _____________________________
By: Xxx Xxxxxx, President By: Xxxxxxx X. Xxxxxx
