CONSULTING AGREEMENT
AGREEMENT made this 15th day of January, 2005, by and between Global Internet
Marketing Corporation hereinafter referred to as "Consultant", and WiMAX EU,
Ltd, whose principal place of business is located at 000 Xxxx Xxx #0, Xxxxxxx
Xxxxx, XX, hereinafter referred to as "Company".
WHEREAS, the Company desires to engage the services of the Consultant to perform
for the Company consulting and marketing services regarding the promotion of the
company and its services in Europe and elsewhere and for the operation of
Consultant as an independent contractor and not as an employee; and
NOW, THEREFORE, it is agreed as follows:
1. Term. The respective duties and obligations of the contracting parties shall
be for a period of 24 months commencing on January 20, 2004, and may be
terminated by either party giving thirty (30) days written notice to the other
party at the addresses stated above or at an address chosen subsequent to the
execution of this agreement and duly communicated to the party giving notice.
2. Consultations. Consultant shall be available to consult with the Board of
Directors, the officers of the Company, and the heads of the
administrative staff, at reasonable times, concerning matters pertaining to the
promotion of the Company, the implementation of retail marketing, and, in
general, the important problems of concern in the business affairs of the
Company. Consultant shall not represent the Company, its Board of Directors, its
officers or any other members of the Company in any transactions or
communications nor shall Consultant make claim to do so.
3. Liability. With regard to the services to be performed by the Consultant
pursuant to the terms of this agreement, the Consultant shall not be liable to
the Company, or to anyone who may claim any right due to any relationship with
the Corporation, for any acts or omissions in the performance of 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
willful misconduct or gross negligence. The Company shall be held free and
harmless from any obligations, costs, claims, judgments, attorneys' fees, and
attachments arising from or growing out of the services rendered to the Company
pursuant to the terms of this agreement or in any way connected with the
rendering of services by Consultant. Further Consultant expressly agrees to
comply with all applicable rules and regulations in its actions on behalf of the
Company. Further Consultant agrees that all marketing and promotional materials
shall be approved by Company or its legal representative prior to distribution
of said material by Consultant. Failure to do so is grounds for termination of
this agreement without notice
4. Compensation. The Consultant shall receive upon execution of this agreement
the sum of 1,500,000 (one million five hundred thousand) shares of unregistered
common stock at par as payment in full for this agreement. Consultant will pay
all expenses in the performance of this agreement except those agreed in advance
by Company to reimburse.
In addition, the Company shall reimburse the Consultant per diem for any
reasonable out of pocket expenses incurred by the Consultant pursuant to the
terms of this agreement. Company agrees to include these shares in any
registrations of stock filed with the SEC.
5. Arbitration. Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled by arbitration in accordance
of the rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator(s) shall be entered in any court having
jurisdiction thereof. For that purpose, the parties hereto consent to the
jurisdiction and venue of an appropriate court located in County, State of
California. In the event that litigation results from or arises out of this
Agreement or the performance thereof, the parties agree to reimburse the
prevailing party's reasonable attorney's fees, court costs, and all other
expenses, whether or not taxable by the court as costs, in addition to any other
relief to which the prevailing party may be entitled. In such event, no action
shall be entertained by said court or any court of competent jurisdiction if
filed more than one year subsequent to the date the cause(s) of action actually
accrued regardless of whether damages were otherwise as of said time calculable.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the
15th day of January, 2005.
"Company"
/s/ Xxxxxxxxxxx Xxxxx
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by Xxxxxxxxxxx Xxxxx - President
"Consultant"
/s/ Xxxx Xxxxx
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