EXHIBIT 10.3
CONSULTING AGREEMENT
BETWEEN: MONEYFLOW SYSTEMS INTERNATIONAL INC. duly incorporated pursuant to
the laws of Nevada.
(hereinafter referred to as the "Company")
-and-
HERSTMONCEUX CAPITAL, with its offices in the City of Herstmonceux,
East Sussex, in the United Kingdom and X. X. Xxxxxxx with its
offices in the City of Ashbury Swindon, Wiltshire in the United
Kingdom. (hereinafter referred to as the "Consultants")
WHEREAS, The Consultants wish to offer its expertise to provide the Company
with consulting services for the purpose of international business
development of the Company's automated Electronic Funds Transfer
(EFT) business; and
WHEREAS, The Company wishes to engage the services of The Consultants as an
independent contractor for the purpose of such international
business development.
NOW THEREFORE, the parties agree to the mutual undertakings and covenants herein
as follows:
1. Scope of the Services
The Consultants agrees to perform the international business
development services for the Company as follows:
0.1. The Consultants will assist the Company in identifying opportunities
in the business of Electronic Funds Transfer and Automated Funds
Transfer, for the furtherance of the Company's international
business objectives, particularly in the U.K. and Europe, to support
the growth of the Company.
0.2. The Consultants will develop and maintain on going systems to expand
awareness of the Company's activities among the appropriate sectors
of the international business community and hence develop a
commensurate interest in the Company, it's products and services.
0.3. The Consultants agrees to accept direction from the Company from
time to time with regard to the Company's priorities for the
development of its core or peripheral business activities.
2. Term
The initial term of this Agreement shall be twelve (12) months from
the date of execution hereof. The parties hereto shall have the
option of renewing this Agreement for a further twelve (12) month
term upon mutual agreement any time before the expiration of the
initial term.
3. Contractual Relationship
In performing the services under this Agreement, The Consultants
shall operate and have the status of an independent contractor and
shall not act as or be an employee of the Company.
1. Compensation
The Consultants and his designees shall be entitled to a one-time payment
by way of issuing of One Million Two Hundred and Eighty Five Thousand
(1,285,000) Common shares of the Company, in restricted form. One half of
the shares shall be issued upon execution of this Agreement. The balance
shall be issued ninety days following the date of this Agreement, after
approval by the Board of Directors of the Company, based upon a review of
Consultant's work to that date. The shares shall be valued at U.S. $.0l
per share upon issuance.
1. Expenses
The Consultants shall be responsible for the payment of its own expenses
incurred while The Consultants is engaged in activity relating to this
Agreement.
1. Reliance On Accurate Information
Since The Consultants will rely upon the accuracy and completeness of
information supplied to him by the Company, its officers, directors and
agents, The Company agrees to save, protect and hold The Consultants
harmless at the Company's expense in any proceeding or suit that may arise
out of or due to any inaccuracy or incompleteness of such material
supplied to The Consultants by the Company. The Consultants will not
disseminate any material to relative business or industry sources, the
media or the public without the prior consent and knowledge of the
Company. The Consultants agree to indemnify and hold The Company harmless
because of any claim, or other litigation, whereby The Company believes it
is required to defend itself, due to an alleged misrepresentation
promulgated by The Consultants, relating to The Company and its products
or services. In addition The Company and The Consultants shall each be
excused from any act of God, fire, strike, riot, civil disobedience;
insurrection, boycott, act of public authorities, delay or default caused
by public common carriers, inability to obtain raw materials, computer
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related equipment outages, or other causes beyond reasonable control,
provided Moneyflow Systems international and The Consultants shall take
all steps reasonably necessary to effect prompt resolution of the
inability to perform the Agreement.
7. Miscellaneous
I. Governing Law. This Agreement shall be in all respects governed by,
construed and enforced in accordance with the laws of the Province of
Alberta, including all matters of construction, validity, and performance.
The parties hereto agree that jurisdiction over any action involving the
interpretation and performance of any rights or obligations set forth in
this Agreement shall be in Calgary, Alberta.
II. Relationship of the Parties. It is expressly understood and acknowledged
that it is not the intention or purpose of this Agreement to create, nor
shall the same be construed as creating, any type of partnership,
relationship or joint venture.
III. Force Majeure. Neither Party shall be considered in default in performance
of its obligations, should its performance thereof be delayed or prevented
by force majeure. "Force Majeure" shall include, but not be limited to:
hostile, restraint of rules or peoples revolution, civil commotion or
riots, strike or lockout, epidemic, accident, fire, flood, earthquake,
windstorm or explosion; lack of, or failure of transportation facilities,
lack of, or failure of power facilities, regulation or ordinance, demand
or requirement of or denial of approval by any government agency having or
claiming to have jurisdiction over the subject matter of this Agreement or
over the parties; or any act of God or any act of Government, or any
cause, whether of the same or different nature, existing or future, which
is beyond the control and without the fault or negligence of the parties.
1. NOTICES
Where it is required in the Agreement that notice be given, the notice
shall be in writing and shall be delivered in person, or sent by
registered mail postage prepaid or by way of facsimile transmission to the
parties at the following addresses:
To: Moneyflow Systems International Inc. at:
Xxxx X, Xxxx 0, 0000 - 0xx Xxxxxx S.E.
Calgary, Alberta T2H 2W9
Phone: (000) 000-0000 Fax: (000) 000-0000
With a copy to: Xxxxxxx X. Xxxxx, Esq.
00000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000 Fax: (000) 0000000
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To The Consultants at: Herstmonceux Capital
00 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxxxx
Xxxx Xxxxxx XX00 0XX
England
Phone: 0000-000000
Alternatively, at such other address as the Consultants or the Company
shall designate by written notice. Any notice shall be deemed to have been
given on the date on which it is delivered, or on the third business day
following the mailing of the notice, or on a date, which the facsimile
transmission is received by the addressee, and in the case of mailing
subject to the duration of any interruption in the postal services.
1. REPRESENTATIONS
The Consultants represents that it has the full right and authority to
enter into this agreement. The Consultants represents that it has the full
right and authority to enter into this agreement.
1. ENTIRE AGREEMENT
This Agreement forms the entire agreement between the parties and shall
not be modified, amended or replaced except by a further written agreement
executed by both parties.
IN WITNESS WHEREOF the parties have executed this Agreement in the City of
Calgary in the Province of Alberta, this 19th day of July, 2001.
The Consultants-
__________________________________ ________________________________________
Herstmonceux Capital The Company
__________________________________
X. X. Xxxxxxx
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