EXHIBIT 20.30
BUSINESS DEVELOPMENT CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into to be
effective as of September 13, 2005 (the "Effective Date") by and between
Site-Works Building & Development Co, 25 00 X Xxxxx Xxx Xxxxx Xxxxxxx 305
000 0000, fax 000 000 0000 (the "Company") and Prestige Procurement and
Networking Services Co., Ltd., Prestige Call Center Xxxxx 00 Xxxxxxx Xxxx
Tower 000/000-000 Xxxxx Xxxxxxx Xxxx, Xxxxxxx 00000Xxx: x000-000-0000 Fax:
x000-000-0000 xxxx@xxxxxxxxxxxx.xxxxxx.xxxxxxxxxxxx.xxx, Sutida
SUWUNNAVID, manager [xxxxxx@xxxxxxx.xxx or assigns.("the Consultant").
WHEREAS:
A. The Consultant has the business expertise and experience to assist
the Company, and
B. The Consultant is offering its services as a consultant to the
Company; and
C. The Company desires to retain the Consultant as an independent
consultant and to memorialize the Consultant's work for the Company
by entering into this written Agreement.
D. The parties agree that this Agreement reflects the entire
understanding and agreements between the parties hereto.
NOW, THEREFORE, in consideration of the premises and promises, warranties
and representations herein contained, it is agreed as follows:
1. DUTIES. The Company hereby engages the Consultant and the
Consultant hereby accepts engagement as a consultant. It is
understood and agreed, and it is the express intention of the
parties to this Agreement, that the Consultant is an
independent contractor, and not an employee or agent of the
Company for any purpose whatsoever. Consultant shall perform
all duties and obligations as described on Exhibit A hereto
and agrees to be available at such times as may be scheduled
by the Company. It is understood, however, that the Consultant
will maintain Consultant's own business in addition to
providing services to the Company. The Consultant agrees to
promptly perform all services required of the Consultant
hereunder in an efficient, professional, trustworthy and
businesslike manner. A description of the Consultant's
services are attached hereto as Exhibit A and incorporated by
reference herein. In such capacity, Consultant will utilize
only materials, reports, financial information or other
documentation that is approved in writing in advance by the
Company.
2. CONSULTING SERVICES. For a period of one (1) year commencing
on the Effective Date hereof (the "Consulting Period") and
subject to prior termination has hereinafter provided in
paragraph 6, the Consultant will be retained as a consultant
and independent contractor for the Company. For services
rendered hereunder, the Consultant shall receive 2% of every
construction contract he secures for SiteWorks Inc for
contracts valued up to 5,000,000 and 1.5 % for contracts in
excess of 5,000,000. payable on execution of contract and
clearance of deposit check. All applicable federal, state and
local taxes with respect to the stock shall be the sole
responsibility of the Consultant. This Consulting Agreement
may be terminated as described in Section 6 below. Performance
incentives will be awarded from time to time based on results
of programs implemented by consultants. The amount of such
incentives and the manner, cash stock or some combination,
will be at the sole discretion of management of the company.
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3. EXPENSES: Expenses incurred in the performance of work on
behalf of the company will be reimbursed at invoiced amount.
Any travel required will be paid by the company directly and a
per diem at a standard rate.
4. CONFIDENTIALITY. All knowledge and information of a
proprietary and confidential nature relating to the company
which the Consultant obtains during the Consulting period,
from the Company or the Company's employees, agents or
consultants shall be for all purposes regarded and treated as
strictly confidential for so long as such information remains
proprietary and confidential and shall be held in trust by the
Consultant solely for the Company's benefit and use and shall
not be directly or indirectly disclosed by the Consultant to
any person without the prior written consent of the Company,
which consent may be withhold by the Company in its sole
discretion.
5. INDEPENDENT CONTRACTOR STATUS. Consultant understands that
since the Consultant is not an employee of the Company, the
Company will not withhold income taxes or pay any employee
taxes on its behalf, nor will it receive any fringe benefits.
The Consultant shall not have any authority to assume or
create any obligations, express or implied, on behalf of the
Company and shall have no authority to represent the Company
as agent, employee or in any other capacity that as herein
provided.
The Consultant does hereby indemnify and hold harmless the
Company from and against any and all claims, liabilities,
demands, losses or expenses incurred by the Company if the
Consultant fails to pay any applicable income and/or
employment taxes (including interest or penalties of whatever
nature), in any amount, relating to the Consultant's rendering
of consulting services to the company, including any
attorney's fees or costs to the prevailing party to enforce
this indemnity.
The Consultant shall be responsible for obtaining workers'
compensation insurance coverage and agrees to indemnify, xxxx
defend and hold the Company harmless of and from any and all
claims arising out of any injury, disability or death of the
Consultant.
6. REPRESENATIONS AND WARRANTS. For purposes of this Agreement
and the Stock, the Consultant represents and warrants as
follows:
a. The Consultant does not have a pre-existing personal or
business relationship with the Company or any of its
directors or executive officers, or by reason of any
business or financial experience or the business or
financial experience of any professional advisors who
are unaffiliated with and who are compensated by the
company or any affiliate or selling agent of the
Company, directly or indirectly, could be reasonably
assumed to have the capacity to protect the Consultant's
interests in connection with the investment in the
Company.
b. The Consultant is aware that:
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The Articles of Incorporation and Bylaws of
the Company contain provisions that limit or
eliminate the personal liability of the
officers, directors and agents of the
Company and indemnify such parties for
certain damages relating to the Company,
including damages in connection with the
Warrant and the good-faith management and
operation of the Company..
c. The Consultant has not been furnished any offering
literature other than this document and the attached
exhibits ("Disclosure Materials") and the Consultant has
relied only on such written information to consider this
Agreement.
d. The Company and its officers, directors and agents have
answered all inquiries that the Consultant has made of
them concerning the Company or any other matters
relating to the formation, operation and proposed
operation of the Company and the offering and sale of
the stock. No statement, printed material or inducement
which is contrary to the information contained in the
Disclosure Materials has been given or made by or on
behalf of the Company to the Consultant..
e. All information which the Consultant has provided to the
Company concerning the Consultant, the Consultant's
financial position and the Consultant's knowledge of
financial and business matters, or, in the case of a
corporation, partnership, trust or other entity, the
knowledge of financial and business matters of the
person making the investment decision on behalf of such
entity, including all information contained herein, is
correct and complete as of the date set forth at the end
hereof and may be relief upon, and if there should be
any material adverse change in such information prior to
this subscription being accepted, the Consultant will
immediately provide the Company with such information.
f. The Consultant certifies, under penalties of perjury (i)
that the taxpayer identification number shown on the
signature page of this Consulting Agreement is true,
correct and complete, and (ii)that the Consultant is not
subject to backup withholding as a result of a failure
to report all interest or dividends, or because the
Internal Revenue Service has notified the Consultant
that the Consultant is no longer subject to backup
withholding.
g. In rendering the services hereunder and in connection
with the shares, the Consultant agrees to comply with
all applicable federal and state securities laws, the
rules and regulations there under .
7. TERMINATION. Either party may terminate this Agreement at
anytime with or without cause by giving thirty (30) days
written notice to the other party. Should the Consultant
default in the performance of this Agreement or materially
breach any of its provisions, the Company may, in its sole
discretion, terminate this Agreement immediately upon written
notice to the Consultant. If company does terminate the
agreement all shares will be consider payment for services
render and will not be returned.
8. NO THIRD PARTY RIGHTS. The parties warrant and represent that
they are authorized to enter into this Agreement and that no
third parties, other than the parties hereto, have any
interest in any of the services or the Warrant Contemplated
hereby.
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9. ABSENCE OF WARRANTIES AND REPRESENTATIONS. Each party hereto
acknowledges that they have signed this Agreement without
having relied upon or being induced by any agreement, warranty
or representation of fact or opinion of any person not
expressly set forth herein or in the Disclosure Materials. All
representations and warranties of either party contained
herein shall survive its signing and delivery.
10. FLORIDA LAW. This Agreement shall be governed by and construed
in accordance with the law of the State of Florida.
11. ATTORNEY'S FEES. In the event of any controversy, claim or
dispute between the parties hereto, arising out of or in any
manner relating to this Agreement, including an attempt to
rescind or set aside, the prevailing party in any action
brought to settle such controversy, claim or dispute shall be
entitled to recover reasonable attorney's fees and costs.
12. ARBITRATION. Any controversy between the parties regarding the
construction or application of this Agreement, any claim
arising out of this Agreement or its breach, shall be
submitted to arbitration in Miami, Florida before one
arbitrator in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, upon the written
request of one party after service of that request on the
other party. The cost of arbitration shall be borne by the
losing party. The arbitrator is also authorized to award
attorney's fees to the prevailing party.
13. VALIDITY. If any paragraph, sentence, term or provision hereof
shall be held to be invalid or unenforceable for any reason,
such invalidity or unenforceability shall not affect the
validity or enforceability of any other paragraph, sentence,
term and provision hereof. To the extent required, any
paragraph, sentence, term or provision of this Agreement may
be modified by the parties hereto by written amendment to
preserve its validity.
14. NON-DISCLOSURE OF TERMS. Except as to the Securities and
Exchange Commission, Internal Revenue Service, Florida and New
York State Franchise Tax Board and other taxing authorities or
applicable government agencies, the terms of this Agreement
shall be kept confidential, and no party, representative,
attorney or family member shall reveal its contents to any
third party except as required by law or as necessary to
comply with law.
15. ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties and cannot be altered or amended
except by an amendment duly executed by all parties hereto.
This Agreement shall be binding upon and inure to the benefit
of the successors, assigns and personal representatives of the
parties.
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EXHIBIT A
DESCRIPTION OF CONSULTING SERVICES
The Consultant agrees, to the extent reasonably required in
the conduct of its business with the Company, to place at the
disposal of the Company its judgment and experience and to
provide business development services to the Company
including, but not limited, to, the following:
(i) review the Company's construction contract
requirements
(ii) secure various prime construction contracts,
inclusive of renovations, new construction,
general construction or site construction, masonry
minimum of 100,000 and up and exceeding of
5,000,000., without bonding requirements where
possible, for the company to deliver.
(iii) Assist is the establishing of JV , corporate
acquisition or other project participation methods
to ensure the company achieves its revenue goals.;
(iv) assist the Company in marketing arrangements to be
determined and governed by separate and distinct
marketing agreements;
(v) provide analysis of the company's industry and
competitors in the form of general industry
reports provided directly to Company.
(vi) Assist the Company in developing corporate
partnering relationships with developers owners,
housing association and federal state or local
agencies.;
IN WITNESS WHEREOF, the parties hereto have executed this
Consulting Agreement effective as of the date first written
above.
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Ss/ C Xxxxxxx Xxxxx ss/Sutida SUWUNNAVID
SiteWorks Building & Dev Co., Prestige Asia,
CEO President
Address: Address:
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