CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), effective October 1,
2004, is made by and between Xxxxxxx X. Xxxxxxxx ("Consultant"), whose address
is 0000 Xx. Xxxxx Xxxxx, Xxx 000, Xxxxxxx, Xxxxx 00000 and The Project Group
("Company"), having its principal place of business at 000 X. Xxx Xxxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 collectively, the "Parties". This
Agreement supersedes and replaces any prior Agreements in place between the
Parties.
WHEREAS, Company is a public corporation and desires to further develop
its business and customers;
WHEREAS, Consultant has extensive background in the area of business
consulting, development, outside accounting and legal personnel, human
resources, and hiring and management advisory services; and WHEREAS, Company
desires to engage Consultant to provide information, evaluation and consulting
services to Company in Consultant's area of knowledge and expertise on the terms
and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant provides to
Company, the Parties agree as follows:
1. Services of Consultant
Consultant agrees to perform for Company all necessary services
required in providing general business strategic consulting and
management advisory services for Company as more specifically set
forth in Exhibits A and B attached hereto. The services to be
provided by Consultant will not be in connection with the offer or
sale of securities in a capital-raising transaction, and will not
directly or indirectly promote or maintain a market for Company's
securities. Xxxxxxx X. Xxxxxxxx will provide the services in
conjunction with professionals who will act under his direct
supervision. The Consultant or his professionals shall provide
sixteen hours of consulting monthly. There shall be no credit or
carrying over of unused hours from month to month. Additional
consulting shall be billed at a minimum charge of $2,500 per eight
hour day.
2. Consideration
2a. Company agrees to pay Consultant, as its fee and as
consideration for services provided, $5,000 per month paid quarterly
in advance for two eight hour days of services per month. Additional
services shall be provided at the rate of $2,500 per additional
eight hour day or part to be agreed to in writing. No unused day or
days may be carried over from one month to the next. These payments
will be made in cash for a period of 24 months. In the event
Consultant negotiates mergers, acquisitions, or share exchanges on
behalf of the Company, an additional consideration of 5% of the
purchase price or value of shares, cash, notes or other
consideration shall be paid to Consultant. In lieu of cash,
Consultant may elect to take common stock at 1/2 the closing price
of PJTG or Pro Squared, if applicable, priced at the immediate last
trading day's closing price of the company's common stock.
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2b. Upon signature of this agreement, the Company grants Consultant
fully vested warrants for the right to purchase up to 5,000,000
shares of the common stock of the Company at the higher of 1/2 the
closing price as stated above upon demand for three years from the
date of this Agreement.
2c. Consultant will not own more than 4.9% of the Company at any
time, unless mutually agreed by Consultant and Company. The Company
shall not take any steps that would cause Consultant to ever own
more than 4.9% of common shares outstanding without Consultant's
specific prior written permission.
All the shares and underlying the options or warrants rights under this
Agreement are to be registered upon demand by Consultant under Form S-8 by the
Company.
3. Expenses
Company agrees to reimburse Consultant for all reasonable out of pocket
expenses previously agreed in advance by Company, in writing, if over $500.
4. Confidentiality
Each Party agrees that during the course of this Agreement, information
that is confidential or of a proprietary nature may be disclosed to the other
party, including, but not limited to, product and business plans, software,
technical processes and formulas, source codes, product designs, sales, costs
and other unpublished financial information, advertising revenues, usage rates,
advertising relationships, projections, and marketing data ("Confidential
Information"). Confidential Information shall not include information that the
receiving party can demonstrate (a) is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source other than the
receiving party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party, or (d) is
subsequently learned from a third party not under a confidentiality obligation
to the providing party.
5. Late Payment
Company shall pay to Consultant all fees within 10 days of the due date.
Failure of Company to finally pay any fees within 10 days after the applicable
due date shall be deemed a material breach of this Agreement, justifying
suspension of the performance of the "Services" provided by Consultant, and will
be sufficient cause for immediate termination of this Agreement by Consultant.
Any such suspension will in no way relieve Company from payment of fees, and, in
the event of collection enforcement, Company shall be liable for any costs
associated with such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
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6. Indemnification
6a. Company Company agrees to indemnify, defend, and hold harmless
Consultant, its directors, officers, employees, attorneys, and agents, and
to defend any action brought against said parties with respect to any and
all claims, demands, causes of action, debts or liabilities, including
reasonable attorneys' fees, arising out of work performed under this
Agreement, including breach of Company of this Agreement, unless caused by
the grossly negligent actions of Consultant.
6b. Consultant
Consultant agrees to indemnify, defend, and shall hold harmless
Company, its directors, officers, employees, attorneys, and agents, and
defend any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys' fees,
to the extent that such an action arises out of the gross negligence or
willful misconduct of Consultant.
6c. Notice
In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice of any
claim, which the indemnified party believes falls within the scope of the
foregoing paragraphs. The indemnified party may, at its expense, assist in
the defense if it so chooses, provided that the indemnifying party shall
control such defense, and all negotiations relative to the settlement of
any such claim. Any settlement intended to bind the indemnified party
shall not be final without the indemnified party's written consent, which
shall not be unreasonably withheld.
7. Limitation of Liability
Unless Consultant is found to be grossly negligent Consultant shall have
no liability with respect to Consultant's obligations under this Agreement or
otherwise for consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such damages. In any
event, the liability of Consultant to Company for any reason and upon any cause
of action, regardless of the form in which the legal or equitable action may be
brought, including, without limitation, any action in tort or contract, shall
not exceed 100% of the cash value of the monthly fee paid by Company to
Consultant for the specific service provided that is in question. The values of
any warrants granted under this Agreement are specifically excluded from the
cash value paid under the terms of this agreement.
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8. Termination and Renewal
(a) Term
This Agreement shall become effective on October 1, 2004 and
terminate two years hereafter.
(b) Termination
Either Party may terminate this Agreement if the other party
materially breaches any of its representations, warranties or obligations
under this Agreement. Except as may be otherwise provided in this
Agreement, such breach by either party will result in the other party
being responsible to reimburse the non-defaulting party for all costs
incurred directly as a result of the breach of this Agreement, and shall
be subject to such damages as may be allowed by law including all
attorneys' fees and costs of enforcing this Agreement.
(c) Termination and Payment
Consultant shall have the right to terminate this agreement with 90
days notice during its term. Upon any termination or expiration of this
Agreement, Company shall pay all unpaid and outstanding fees through the
effective date of termination or expiration of this Agreement. Upon such
termination, Consultant shall provide and deliver to Company any and all
outstanding services due through the effective termination date of this
Agreement.
9. Miscellaneous
(a) Independent Contractor
This Agreement establishes an "independent contractor" relationship
between Consultant and Company.
(b) Rights Cumulative; Waivers
The rights of each of the Parties under this Agreement are
cumulative. The rights of each of the Parties hereunder shall not be
capable of being waived or varied other than by an express waiver or
variation in writing. Any failure to exercise or any delay in exercising
any of such rights shall not operate as a waiver or variation of that or
any other such right. Any defective or partial exercise of any of such
rights shall not preclude any other or further exercise of that or any
other such right. No act or course of conduct or negotiation on the part
of any party shall in any way preclude such party from exercising any such
right or constitute a suspension or any variation of any such right.
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(c) Benefit; Successors Bound
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be binding
upon, and shall inure to the benefit of, the undersigned parties and their
heirs, executors, administrators, representatives, successors, and
permitted assigns.
(d) Entire Agreement
This Agreement contains the entire Agreement between the Parties
with respect to the subject matter hereof. There are no promises,
Agreements, conditions, undertakings, understandings, warranties,
covenants or representations, oral or written, express or implied, between
them with respect to this Agreement or the matters described in this
Agreement, except as set forth in this Agreement. Any such negotiations,
promises, or understandings shall not be used to interpret or constitute
this Agreement.
(e) Assignment
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either Party, either in whole or in
part, without the written consent of the other party, and any purported
assignment in violation hereof shall be void. The sole exception of this
provision shall be right of the Consultant to assign this contract in
whole or in part to any entity or individual that is majority supervised,
owned or controlled by the Consultant and the Companies obligation to
assign this agreement to Pro Squared, Inc. if as and when it becomes a
publicly traded company. Consultant shall assign such individuals under
his direct supervision solely as he deems necessary to assist in
discharging his duties under this agreement.
(f) Amendment
Only an instrument in writing executed by all the Parties hereto may
amend this Agreement.
(g) Severability
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court or other
authority of competent jurisdiction to be illegal or unenforceable, such
provision shall be severed or modified to the extent necessary to render
it enforceable and as so severed or modified, this Agreement shall
continue in full force and effect.
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(h) Section Headings
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
(i) Construction
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be deemed
to include each of the singular, and pronouns of one or no gender shall be
deemed to include the equivalent pronoun of the other or no gender.
(j) Further Assurances
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto agree to
make, execute and deliver or cause to be made, executed and delivered, to
the requesting party such other instruments and to take such other actions
as the requesting party may reasonably require to carry out the terms of
this Agreement and the transactions contemplated hereby.
(k) Notices
Any notice which is required or desired under this Agreement shall
be given in writing and may be sent by personal delivery or by mail
(either a. United States mail, postage prepaid, or b. Federal Express or
similar generally recognized overnight carrier), addressed as follows
(subject to the right to designate a different address by notice similarly
given):
To Company:
The Project Group
000 X. Xxx Xxxxxxx Xxxx. Xxxx, Xxx. 000
Xxxxxxx, Xxxxx 00000
000-000-0000
To Consultant:
Xxxxxxx X. Xxxxxxxx
0000 Xx. Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
000-000-0000
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(l) Arbitration Clause
All disputes, claims, and/or requests for specific contractual
performance, or other equitable relief, or damages or any other matters in
question between the parties arising out of this agreement shall be
submitted for arbitration, solely. Demand shall be submitted for
arbitration, solely. Demand shall be made to the American Arbitration
Association and shall be conducted in Houston, Texas by a one-person
arbitrator, unless the parties mutually agree otherwise. Arbitration shall
be in accordance with the commercial rules of the American Arbitration
Association. The Award of the Arbitrator shall be final and judgment may
be entered upon it in any court having jurisdiction thereof, and the
prevailing party shall be entitled to costs and reasonable attorney's fees
arising out of such arbitration.
(m) Governing Law
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of Texas without reference to its conflicts of
laws rules or principles. Each of the parties consents to the exclusive
jurisdiction of the federal courts of the State of Texas in connection
with any dispute arising under this Agreement and hereby waives, to the
maximum extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.
(n) Consents
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of such party.
(o) Survival of Provisions
The provision(s) contained in this Agreement shall survive the
termination of this Agreement for one year from date of termination.
(p) Execution in Counterparts
This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of which together shall
constitute one and the same Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
and have agreed to and accepted the terms herein on the date written above.
The Project Group
/s/ Xxxxx Xxxxxxxx
-----------------------------
BY: Xxxxx Xxxxxxxx
ITS: CEO
Consultant
/s/ Xxxxxxx X. Xxxxxxxx
----------------------------
BY: Xxxxxxx X. Xxxxxxxx
ITS: President
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EXHIBIT A
SERVICES
1) Consultant shall provide two eight (8) hour workdays per month of the
following services pursuant to the terms of this Agreement:
A. General management strategic consulting services, including but not
limited to:
1) Advising on corporate structure;
2) Advising on marketing; and
3) Developing strategic alliances.
4) Implementation of financial systems, structures and controls
5) Retaining Internet traffic engineering services to increase
sales and brand identity as shown on the attached Exhibit B
6) Retaining of appropriate executive, legal and accounting
personnel for the Company
B. Consulting on matters of the board of directors of the Company,
including but not limited to:
1) assisting the board of directors in developing policies and
procedures; and
2) assisting the board of directors of the Company in mergers,
acquisitions, and other business combinations.
The above services will be further defined and delineated by the Company's
board of directors from time to time as necessary. However, Consultant shall not
perform any services directly in connection with the offer or sale of Company
securities, financings, or any services in connection with securities or which
directly or indirectly promote or maintain a market for Company's securities.
Any such services must be provided by others under a separate Agreement with
separate compensation.
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EXHIBIT B
Internet Traffic Engineering Services To
Increase Sales and Brand Identity
------------------------------------------------------------
Summary:
Traffic Engineering increases sales and public awareness of companies and their
web sites. Services combine proven Internet sales techniques with branding
identity, development and corporate sales communications programs.
We identify your Internet audience and develop a sales message that they will
respond to. Your message is built into your web site along with structure and
functionality that drives visitors through the site to take action.
Then we build numerous "e-highways" that drive traffic to your site. This is
accomplished by customizing proven e-commerce sales techniques to work for your
Company.
Applying web search methods that deliver your message and increase web site
traffic increases sales results. Effectiveness is enhanced with direct
distribution to targeted sources that are interested in what you do. Our
programs generate exposure featuring your Company, your team, your products and
the solutions you provide.
Traffic Engineering builds roads that drive customers to your site. These roads
and the traffic they produce remain in place, benefiting your Company long after
our services are completed.
Web Site Enhancement Services
1) Perform effectiveness analysis and review of Company sites:
2) Present options to enhance site structure, layout and content in order to
develop an effective web site designed to present the Company, create
action, generate sales and produce increased public awareness
3) Provide and incorporate new pages and content as needed to enhance site
image, functionality and effectiveness. New pages to be developed include
(but are not limited to); Corporate Profile, Growth Plan, Management and
News
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Customer Identification, Branding and
Sales Message Presentation Services
1) Identify the Company's potential Internet audience including; new
customers to reach, main sales base, solutions offered, funding sources,
effective sales message, possible Joint Venture avenues
2) Develop branding identity, sales messages and strategies to reach
identified Internet audiences
Search Engine Optimization Services
For Top Rankings On Google and Yahoo
1) Perform market research to determine "Key Words" that customers will use
to find the Company
2) Multiply top key word rankings by inserting specially designed sets of
META tag code into all of the Company's site page
3) Advise on site page structure designed to maximize search engine
placements
4) Submit site pages to Major Search Engines and selected specialty Search
Engines
5) Obtain top Search Engine rankings
6) Maintain top positions by monitoring, adjusting and conducting
re-submission programs
Brand Development and Sales Information Services
1) Produce Media Coverage Featuring Your Products, Solutions, Management Team
and Corporate Growth Plan
2) Utilize proven media editor and writer contact programs to locate,
communicate and produce free, independent media coverage.
Pop Under Sales and Branding Campaign To
Reach 1,000,000 Plus New Prospects
1) Build attention grabbing gateway pages that lead viewers into the
Company's web sites
2) Conduct "Pop-Under" advertisement program featuring gateway pages
3) Monitor and track results to select optimum gateway page
4) Continue running "Pop Under" advertisement campaign using top gateway page
5) Conduct advertisement program to reach 1,000,000 plus new, unique visitors
and prospective customers
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