Exhibit 99.2
CONSULTING AGREEMENT
This Agreement is entered into and is effective this twenty sixth day of
July, 2002 is by and between AuGrid Corporation., having its principle place of
business at 0000 Xxxx 00xx Xx., Xxxxxxxxx Xxxx, (the "Company"), and Greenbridge
Management Inc., having its principle place of business at 000 Xxxxxxx Xx.,
Xxxxxxxx, Xxx Xxxx 00000, (the "Consultant").
WHEREAS the Company desires to retain Consultant to provide services which
are related to implementing the Company's business plan.
1. The Company hereby retains Consultant to render certain advisory
services described below, which shall be rendered by Consultant without any
direct supervision by the Company and at such time and place and in such
manner (whether by conference, telephone, letter or otherwise) as
Consultant may determine.
a) Consulting Services. Consultant will provide such consulting
services and advice pertaining to the Company's business affairs
as the Company may from time to time reasonably request. Without
limiting the generality of the foregoing, Consultant will assist
the Company in developing a strategic plan to initiate. The
Consultant will also assist in studying and evaluating financing,
merger and acquisition proposals, prepare reports thereon when
advisable, and assist in negotiations and discussions pertaining
thereto.
b) Mergers and Acquisitions. Consultant will assist in identifying
other companies in similar or related businesses which might
enter into joint ventures with the Company or which could merge
their businesses advantageously with those of the Company.
Consultant will assist in formal negotiations and valuations
relative to such mergers or combinations.
2. The Term of this Agreement shall be six months from the date herein. At
the end of the six-month period, or upon termination of agreement, each
party will be relieved of any further obligation of performance to the
other; provided, however, that all obligations of confidentiality,
non-disclosure and non-competition will continue in full force and effect
for one (1) year from the effective date of termination. If this agreement
shall be terminated prior to the end of the Term, the Consultant shall not,
in any event, be liable to return any pre-payment. The parties hereby agree
that any pre-payment is made and shall be in consideration of Consultant's
agreement to expend time, effort and energy on behalf of Company to the
exclusion of other clients.
3. The Company hereby agrees to provide the Consultant with the documents
and the information enumerated below. The Consultant agrees that it shall
keep all such information and the contents of such documents confidential
and shall utilize such information and/or documents that Company shall
provide are:
a) all of the Company's current filings with the SEC or other
regulatory bodies with jurisdiction over the Company's
activities;
b) copies of any meetings of the Company's shareholders, directors
or committees of its board of directors;
c) the Company's current audited financial statement and any
unaudited financial statements produced currently by the
Company's auditors; and
d) all public releases of information.
4. Anything to the contrary notwithstanding, in the event the Company shall
make any materially false filing or representation to any regulatory
authority of competent jurisdiction, or to the Consultant or to the public,
the Consultant may terminate this Agreement, for cause upon three (3) days
written notice.
5. Upon the expiration of the Term, this Agreement shall automatically
renew for a subsequent six month term, unless either party shall notify the
other at least thirty days prior to expiration.
6. Confidentiality. Except in the course of the performance of its duties
hereunder, Consultant agree that they shall not disclose any trade secrets,
know-how, or other proprietary information not in the public domain learned
as a result of this Agreement unless and until such information becomes
generally known. Furthermore, for one (1) year following the termination of
this Agreement whether by expiration of the Term or earlier termination,
consultant will not disclose any proprietary information or materials
relative to the Company to any other party, except in the furtherance of
performing the Services.
7. Litigation Expenses. If any action is brought by either party to enforce
or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, costs and disbursements in addition
to any other relief to which it may be entitled.
8. Notices. Any notice, request, demand or other communi- cation required
or permitted hereunder shall be deemed to be properly given when personally
served in writing or when deposited in the United States mail, postage
prepaid, addressed to the other party.
9. Governing Law. This Agreement is made and shall be governed and
construed in accordance with the laws of the State of Ohio.
10. Assignment and Termination. This Agreement shall not be assignable by
any party except to successors to all or substantially all of the business
of either party for any reason whatsoever without the prior written consent
of the other party, which consent may be arbitrarily withheld by the party
whose consent is required.
11. 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 a single document.
In consideration of the Services provided by the Consultant, the Company
agrees to pay to the Consultant 150,000 shares of freely tradable common stock,
which shall be transferred to the Consultant within five business days from the
date of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed that Agreement as of
the day and year set forth above.
By ______________________________
AuGrid Corporation
By_______________________________
Greenbridge Management Inc.
