CONTRACT OF ENGAGEMENT
EXHIBIT 10.3
CONTRACT
OF ENGAGEMENT
This
Contract of Engagement dated and effective this 7th day of February ,2008
by and
between Xxxxxx Xxxxxxxx, CA (hereinafter referred to as The Consultant), and
Interactive Games, Inc (hereinafter referred to as The Client).
Recitals
I. The
Client desires to obtain
consulting services from The
Consultant as more particularly described herein (“Scope of Services and
Manner of Performance”).
II.
The
Consultant is in the
business of providing such consulting services and has agreed to provide
the
services on the terms and conditions set forth in this agreement.
Now,
therefore, in consideration of the faithful performance of the obligations
set
forth herein and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, The Consultant and The
Client hereby agree as
follows:
Terms
1. Scope
of
Services. The Company will perform
financial and business consulting for and on behalf of The Client in relation to
business development, product marketing and mergers and acquisitions strategies
and advise The Client
on matters pertaining to strategic alliances and business modeling services
including:
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a.
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Increased
product exposure
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b.
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Business
Modeling and strategies
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c. Strategic
alliances and M&A services
2. Manner
of performance. It
is intended that The
Consultant will provide research and sales materials on the company and
distribute company material to potential business partners and strategic
alliances who The Consultant
determines in its
sole discretion, are capable of purchasing or marketing
the Client’s products or may be a potential acquisition partner for The Client. The
Consultant will also
advise The Client
concerning business development matters relating to its business. The Consultant
will act upon The
Client’s behalf with existing customers and business
alliances. The
Consultant will focus on contracting persons, generally though
conventional communications in order to familiarize them with information
concerning The
Client. Additionally, The Consultant shall be
available for advice and counsel to the officers and directors of The Client at such reasonable
and convenient times and places as may be mutually agreed
upon. Except as aforesaid, the time, place and manner of performance
of the services hereunder, including the amount of time allocated by the
Company, shall be determined at the sole discretion of The Consultant.
3. Status
of
Consultant. The Consultant
shall act
as
an independent Consultant and not as an agent or employee of The Client and The
Consultant shall make no
representation as an agent or employee of The Client. The
Consultant shall furnish
insurance and be responsible for all taxes as an independent
Consultant. The
Consultant shall have no authority to bind The Client or incur
other
obligations on behalf of The
Client. Likewise, The Client shall have
no
authority to bind on incur obligations on behalf of The Consultant.
4. Disclosure
of Material
Events. The
Client agrees to promptly disclose to The Consultant those
events/discoveries which are known and/or anticipated that may conceivably
may
have an impact on the stock, business operations, future business, or public
perception of The
Client, as this has material impact on the ability and effectiveness of
The Consultant and
service rendered.
5. Confidentiality
Agreement. In the event The Client discloses
information to The
Consultant that The
Client considers to be secret, proprietary or non-public and so notifies
The Consultant, The
Consultant agrees to hold said information in
confidence. Proprietary information shall be used by The Consultant only in
connection with services rendered under this Agreement. Proprietary
information shall not be deemed to include information a) that is in
or becomes in the public domain without violation of this Agreement by The Client, or b) that is
rightfully received from a third entity having no obligation to The Client and without
violation of this Agreement. In reciprocal, The Client agrees to hold
confidential all trade secrets of and methods employed by The Consultant in fulfillment
of services rendered.
6. Indemnification. The
Client agrees to
indemnify and hold harmless The Consultant against any
losses, claims, damages, liabilities and/or expenses (including any legal
or
other expenses reasonably incurred in investigating or defending any action
or
claim in respect thereof) to which The Consultant is willing and
capable of providing services on a “Best Efforts” basis. Payment by
The Client to The
Consultant is irrevocable
and irreversible.
7. Conflict
of
Interest. The Consultant shall be
free
to perform services for other persons. The Consultant will notify
The
Client of its
performance of consulting services for any other Client that could conflict
with
its obligations under this agreement.
8. Term. Refer
to Schedule A.
9. Payment. Refer
to Schedule B.
10. Severability.
This
agreement may be dissolved at any time at the express consent of both parties
with thirty days written notice. Agreement shall continue for an additional
ninety days if not cancelled in writing within thirty days of the termination
date of this agreement. In the event any part of this agreement shall be
held to
be invalid by any competent court or arbitration panel, this agreement shall
be
interpreted as if only that part is invalid and that the parties to this
agreement will continue to execute the rest of this agreement to the best
of
their abilities unless both parties mutually consent to the dissolution of
this
agreement.
This
agreement shall be interpreted
accordance with laws of Ontario, Canada. This agreement
and attached schedules constitutes the entire contract of the parties with
respect to the matters addressed herein and no modifications of this agreement
shall be enforceable unless in writing signed by both The Consultant and The
Client. This
agreement is not assignable by either party without the consent of the
other.
In
witness whereof The Consultant and The
Client have caused this
agreement to be executed on the date indicated above..
Interactive
Games, Inc
Authorized
person :__Michael X.Xxxxxxxx Title_CEO__ Date_February 7th,2008
I
hereby
certify that I agree to the terms of the contract above and am authorized
to
enter into a binding contract.
______________________________
Xxxxxx
Xxxxxxxx, CA
Signed:
_____________________ Date_February 7th,2008
I
hereby
certify that I agree to the terms of the contract above and am authorized
to
enter into a binding contract.
Schedule
A
Term
of
Commitment
The
Consultant shall perform consulting services for The Client for twelve (12)
months or until it is mutually determined upon that agreed upon objectives
have
been met and the terms of commitment have been fulfilled.Term will be
automatically renewed for a further twwlve(12) months at the mutual agreement
of
parties in writing.
Such
services shall commence upon receipt of the first payment as outlined in
Schedule B.
Schedule
B
1,000,000 shares
of Client to be registered in Form SB-2;and 1,000,000 restricted shares of
Client.
