Exhibit 10.6
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into in
duplicate this 30th day of March 2004, by and between 02 Secure Wireless, Inc.
("Client"), on the one hand and Xxxxxxx Xxxxxxxxxx, and its affiliates,
collectively referred to herein as ("Consultant"), on the other hand.
RECITALS
A. The Consultant provides Business Consulting Services which the Client needs.
B. As a result, the Client has determined that it is in the best interests of
the Client and its affiliates that the Client retain the services of a
consultant to consult with the (i) the Client, (ii) officers of companies
affiliated with the Client, and (iii) administrative staff affiliated with the
Client concerning issues which may occur relating to the business of the Client.
C. his the desire of the Client to engage the services of the Consultant, on an
independent contractor basis, to consult with the (i) Client (ii) officers of
companies affiliated with the Client, and (iii) administrative staff affiliated
with the Client concerning issues which may occur relating to the business of
the Client.
D. It is the desire of the Consultant to consult, on an independent contractor
basis, with the (i) Client (ii) officers of companies affiliated with the
Client, and (iii) administrative staff affiliated with the Client regarding the
business of the Client.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND
UNDERTAKINGS SPECIFIED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE
OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:
1. Term of Agreement. This Agreement shall be in fill force and effect
commencing upon the date hereof and concluding six months from the date hereof.
All consideration due Consultant as agreed to herein has been paid to Consultant
and receipt of same has been acknowledged by Consultant in writing to Client The
respective duties and obligations of the patties shall commence on the date
specified in the Preamble of this Agreement and shall continue until the close
of business on the date this Agreement is deemed concluded as described herein
2. Consultations. The Consultant shall make appropriate personnel available
to consult with (i) Client (ii) officers of companies affiliated with the
Client, and (iii) administrative staff affiliated with the. Client, at
reasonable times, concerning matters relating to any issue of importance
regarding the business affairs of the Client
3. Management Authority of Consultant. The Consultant shall have no
management authority of or for the Client.
4. Management Power of Consultant The business affairs of the Client that
affect, directly or indirectly, the operation of business of the Client and
which arise in the ordinary course of business, shall be conducted by the
administrative staff and officers of the Client. All the members of the
administrative staff shall be employees of the Client. The Consultant shall have
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no control or charge of the administrative staff and no control or authority to
employ, discharge, direct, supervise, or control any member of the
administrative staff or other employee of the Client. h is the intention of the
Client not to confer on the Consultant any power of direction, management,
supervision, or control of the administrative staff or other employee of the
Client.
5. No Power of Consultant to Act as Agent. The Consultant shall have no
right, power or authority to be, or act, as an agent of the Client for any
purpose whatsoever. In that regards, the Consultant shall attempt or purport to
obligate the Client to any obligation or agreement.
6. Limited Liability. With regard to the services to be performed by the
Consultant pursuant to the provisions of this Agreement, the Consultant shall
not be liable to the Client or to any person who may claim any right because of
that person's relationship with the Client for any acts or omissions in the
performance of said services on the part of the Consultant or on the part of the
agents or employees of the Consultant, except when said acts or omissions of the
Consultant are due to the Consultant's gross negligence. The Consultant makes no
warranties, representations or guarantees regarding any financing attempted by
the Client or the eventual effectiveness of the services provided by Consultant.
The Client shall hold the Consultant and the agents and employees of the
Consultant free and harmless from any and all obligations, costs, claims,
judgments, attorneys fees, and attachments arising from or growing out of the
services rendered to the Client pursuant to the provisions of this Agreement or
in any way connected with or relating to the rendering of said services, except
when the same shall arise because of the gross negligence of the Consultant and
the Consultant is adjudged to be guilty of the gross negligence by a court of
competent jurisdiction.
8. Stock
a. The Consultant shall receive in consideration of the aforesaid services
to be performed on behalf of the Company by the Consultant, the Company
agrees to issue to the Consultant 1,750,000 (one million seven hundred
fifty thousand) shares of the Company's restricted common stock.. The above
mention compensation has a value of $1,167 (one thousand one hundred sixty
seven dollars). The Company will undertake to register these shares at the
earliest possible time (if applicable through an S-8; 53, SB-2or 5-1
registration). The parties hereto agree that said shares are due, owing and
payable upon the signing of this Agreement.
Sincerely, Agrees and Accepted by,
/s/ Xxxxxxx Xxxxxxxxxx /s/ T. Xxxxx Xxxxxx
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Xxxxxxx Xxxxxxxxxx T. Xxxxx Xxxxxx
Signed on this the 30th day O2 Secure Wireless, Inc.
of March 2004 President
Signed on this the 30th day
of March 2004
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