CONSULTING AGREEMENT
THIS
AGREEMENT
is
between INFORM
WORLDWIDE HOLDINGS, INC.,
a
corporation organized under laws of the State of Florida, whose address is
0000
Xxxxx Xxxxx Xxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx, XX 00000 (hereinafter referred
to as the “Company”); and, INVESTOR RELATIONS SERVICES, INC., or its assignees,
located at 000 Xxxxxxx Xxxxxx, Xxx Xxxxxx Xxxxx, XX 00000 (hereinafter referred
to as the “Consultant”).
WHEREAS,
the Consultant is in the business of assisting public companies in financial
advisory, strategic business planning, and investor and public relations
services designed to make the investing public knowledgeable about the benefits
of stock ownership in the Company; and
WHEREAS,
the Consultant may, during the period of time covered by this Agreement,
present
to the Company one or more plans of public and investor relations to utilize
other business entities to achieve the Company’s goals of making the investing
public knowledgeable about the benefits of stock ownership in the Company;
and
WHEREAS,
the Company recognizes that the Consultant is not in the business of stock
brokerage, investment advice, activities which require registration under
either
the Securities Act of 1933 (hereinafter “the Act”) or the Securities and
Exchange Act of 1934 (hereinafter “the Exchange Act”), underwriting, banking, is
not an insurance Company, nor does it offer services to the Company which
may
require regulation under federal or state securities laws; and
WHEREAS,
the parties agree, after having a complete understanding of the services
desired
and the services to be provided, that the Company desires to retain Consultant
to provide such assistance through its services for the Company, and the
Consultant is willing to provide such services to the Company;
NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein, the receipt and sufficiency of which is hereby acknowledged, the
parties
agree as follows:
1. Duties
and Involvement.
The
Company hereby engages Consultant to provide one or more plans, and for
coordination in executing the agreed-upon plan, for using various investor
and
public relations services as agreed by both parties. The plan may include,
but
not by way of limitation, the following services: consulting with the Company’s
management concerning marketing surveys, investor accreditation, availability
to
expand investor base, investor support, strategic business planning, This
agreement is limited to the United States.
2. Relationship
Among the Parties.
Consultant
acknowledges that it is not an officer, director or agent of the Company,
it is
not, and will not, be responsible for any management decisions on behalf
of the
Company, and may not commit the Company to any action. The Company represents
that the consultant does not have, through stock ownership or otherwise,
the
power neither to control the Company, nor to exercise any dominating influences
over its management.
Consultant
understands and acknowledges that this Agreement shall not create or imply
any
agency relationship among the parties, and Consultant will not commit the
Company in any manner except when a commitment has been specifically authorized
in writing by the Company. The Company and the Consultant agree that the
relationship among the parties shall be that of independent
contractor.
3. Effective
Date, Term and Termination.
This
Agreement shall be effective on September 13, 2005 and will continue until
September 12, 2010. This Agreement can be modified only if mutually agreeable
and in writing.
4. Option
to Renew and Extend.
Company
may renew this Agreement on the same terms by providing written notice to
Consultant at any time prior to the expiration hereof.
5. Compensation
and Payment of Expenses.
The
Company agrees to pay Consultant the total sum of FORTY MILLION (40,000,000)
shares of common stock of the Company (the "Shares") as total and complete
consideration for the services to be provided by the Consultant to the Company.
The stock shall contain a Rule 144 restriction and shall be delivered to
the
Consultant upon the execution of this agreement.
Company
shall have no other obligation to Consultant for payment, excepting the
obligation for additional compensation as contained herein.
In
the
event that the Company extends this Consulting Agreement for more than one
year
from the date of execution, the Consultant will be entitled to additional
compensation computed by multiplying a fraction, the numerator of which shall
be
the number of additional days added to the Agreement and the denominator
of
which will be 365 times the total compensation for the first year. The
additional compensation may be paid in stock to the Consultant. In the event
the
Company uses stock to pay this amount, the value of the stock shall be the
bid
price on the Effective Date.
Company
agrees to pay for all costs and expenses incurred associated with its employees’
working with the Consultant and its representatives, including lodging, meals,
and travel as necessary. All other expenses for the fulfillment of this
Agreement shall be borne by the Consultant, and by third parties engaged
by it
in connection with the performance of the financial and public relations
services provided for herein.
6. Services
Not Exclusive.
Consultant
shall devote such of its time and effort necessary to the discharge of its
duties hereunder. The Company acknowledges that Consultant is engaged in
other
business activities, and that it will continue such activities during the
term
of this Agreement. Consultant shall not be restricted from engaging in other
business activities during the term of this Agreement.
1
7. Confidentiality.
Consultant
acknowledges that it may have access to confidential information regarding
the
Company and its business. Consultant agrees that it will not, during or
subsequent to the term of this Agreement, divulge, furnish or make accessible
to
any person (other than with the written permission of the Company) any knowledge
or information or plans of the Company with respect to the Company or its
business, including, but not by way of limitation, the products of the Company,
whether in the concept or development stage, or being marketed by the Company
on
the effective date of this Agreement or during the term hereof.
8. Covenant
Not to Compete.
During
the term of this Agreement, Consultant warrants, represents and agrees that
it
will not directly participate in the information developed for and by the
Company, and will not compete directly with the Company in the Company’s primary
industry or related fields.
9. Indemnification.
Company
agrees to indemnify and hold harmless the Consultant and its respective agents
and employees, against any losses, claims, damages or liabilities, joint
or
several, to which either party, or any such other person, may become subject,
insofar as such losses, claims, damages or liabilities (or actions, suits
or
proceedings in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
registration statement, any preliminary prospectus, the prospectus, or any
amendment or supplement thereto; or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein not misleading; and
will
reimburse the Consultant, or any such other person, for any legal or other
expenses reasonably incurred by the Consultant, or any such other person,
in
connection with investigation or defending any such loss, claim, damage,
liability, or action, suit or proceeding.
10. “Piggyback
Registration”.
If
the
Company proposes to register any equity securities under the Securities Act
for
sale to the public for cash, whether for its own account or for the account
of
other security holders, or both, on each such occasion the Company will give
written notice to Consultant, no less than fifteen (15) business days prior
to
the anticipated filing date, of its intention to do so. Upon the written
request
of Consultant, received by the Company no later than the tenth (10th)
business day after receipt by the Consultant of the notice sent by the Company,
to register, on the terms and conditions as the securities otherwise being
sold
pursuant to such registration, any of its registrable securities (which request
shall state the intended method of disposition thereof), the Company will
cause
the registerable securities as to which registration shall have been so
requested to be included in the securities to be covered by the Registration
Statement proposed to be filed by the Company, on the same terms and conditions
as any similar securities included therein, all to the extent requisite to
permit the sale or other disposition by the Consultant (in accordance with
its
written request) of such registerable securities so registered; provided,
however, that
the
Company may, at any time prior to the effectiveness of any such Registration
Statement, in its sole discretion and with the consent of the Consultant,
abandon the proposed offering in which the Consultant had requested to
participate.
11. Miscellaneous
Provisions
Section
a Time.
Time is
of the essence of this Agreement.
Section
b Presumption.
This
Agreement or any section thereof shall not be construed against any party
due to
the fact that said Agreement or any section thereof was drafted by said
party.
Section
c Computation
of Time.
In
computing any period of time pursuant to this Agreement, the day of the act,
event or default from which the designated period of time begins to run shall
be
included, unless it is a Saturday, Sunday or a legal holiday, in which event
the
period shall begin to run on the next day which is not a Saturday, Sunday
or a
legal holiday, in which event the period shall run until the end of the next
day
thereafter which is not a Saturday, Sunday or legal holiday.
Section
d Titles
and Captions.
All
article, section and paragraph titles or captions contained in this Agreement
are for convenience only and shall not be deemed part of the context nor
affect
the interpretation of this Agreement.
Section
e Pronouns
and Plurals.
All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural as the identity of the Person or Persons
may require.
Section
f Further
Action.
The
parties hereto shall execute and deliver all documents, provide all information
and take or forbear from all such action as may be necessary or appropriate
to
achieve the purposes of this Agreement.
Section
g Good
Faith, Cooperation and Due Diligence.
The
parties hereto covenant, warrant and represent to each other good faith,
complete cooperation, due diligence and honesty in fact in the performance
of
all obligations of the parties pursuant to this Agreement. All promises and
covenants are mutual and dependent.
Section
h Savings
Clause.
If any
provision of this Agreement, or the application of such provision to any
person
or circumstance, shall be held invalid, the remainder of this Agreement,
or the
application of such provision to persons or circum-stances other than those
as
to which it is held invalid, shall not be affected thereby.
Section
i Assignment.
This
Agreement may not be assigned by either party hereto without the written
consent
of the other, but shall be binding upon the successors of the
parties.
Section
j Arbitration.
i.
Any
controversy or claim arising out of or relating to this contract, or the
breach
thereof, shall be settled by arbitration administered by the American
Arbitration Association in accordance with its Commercial Arbitration Rules
including the Emergency Interim Relief Procedures, and judgment on the award
rendered by a single arbitrator may be entered in any court having jurisdiction
thereof.
ii.
Any
provisional remedy, which would be available from a court of law, shall be
available to the parties to this Agreement from the Arbitrator pending
arbitration.
iii.
The
situs of the arbitration shall be Xxxxxxxx County, North Carolina.
iv.
In
the
event that a dispute results in arbitration, the parties agree that the
prevailing party shall be entitled to reasonable attorney’s fees to be fixed by
the arbitrator.
Section
k Notices.
All
notices required or permitted to be given under this Agreement shall be given
in
writing and shall be delivered, either personally or by express delivery
service, to the party to be notified. Notice to each party shall be deemed
to
have been duly given upon delivery, personally or by courier (such as Federal
Express or similar express delivery service), addressed to the attention
of the
officer at the address set forth heretofore, or to such other officer or
addresses as either party may designate, upon at least ten (10) days’ written
notice, to the other party.
Section
l Governing
law.
The
Agreement shall be construed by and enforced in accordance with the laws
of the
State of North Carolina.
Section
m Entire
agreement.
This
Agreement contains the entire understanding and agreement among the parties.
There are no other agreements, conditions or representations, oral or written,
express or implied, with regard thereto. This Agreement may be amended only
in
writing signed by all parties.
Section
n Waiver.
A delay
or failure by any party to exercise a right under this Agreement, or a partial
or single exercise of that right, shall not constitute a waiver of that or
any
other right.
Section
o Counterparts.
This
Agreement may be executed in duplicate counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
Agreement. In the event that the document is signed by one party and faxed
to
another the parties agree that a faxed signature shall be binding upon the
parties to this agreement as though the signature was an original.
Section
p Successors.
The
provisions of this Agreement shall be binding upon all parties, their successors
and assigns.
Section
q Counsel.
The
parties expressly acknowledge that each has been advised to seek separate
counsel for advice in this matter and has been given a reasonable opportunity
to
do so.
Intentionally
Left Blank
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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
to be effective as of the day and year provided herein.
CONSULTANT:
INVESTOR
RELATIONS SERVICES, INC.
By: _____________________________
Xxxxxxx
X. Xxxxxxx
COMPANY:
INFORM
WORLDWIDE HOLDINGS, INC
By: ______________________
Xxxxxx
Xxxxxxxxxxx
