EXHIBIT 10.10
CONSULTING AGREEMENT
THIS AGREEMENT is among TRADEQUEST INTERNATIONAL, INC., a corporation
organized under the laws of the State of Nevada whose address is 000 Xxxxxxxx
Xxx Xxxxx, Xxxxx 0000, Xxxxx, XX 00000 (hereinafter referred to as the
"Company"); and INVESTOR RELATIONS SERVICES, INC., located at 000 Xxxxxxx
Xxxxxx, Xxx Xxxxxx Xxxxx, XX 00000 (hereinafter referred to as the
"Consultant").
WHEREAS, the Consultant is in the business of assisting public
companies in financial advisory, strategic business planning, and
WHEREAS, the Consultant may, during the period of time covered by this
Agreement, present to the Company one or more plans of financial and
business
advice, and
WHEREAS, the Company recognizes that the Consultant is not in the
business of stock brokerage, investment advice, activities which require
registration under either the Securities Act of 1933 (hereinafter "the Act") or
the Securities and Exchange Act of 1934 (hereinafter "the Exchange Act"),
underwriting, banking, is not an insurance company, nor does it offer services
to the Company which may require regulation under federal or state securities
laws; and
WHEREAS, the parties agree, after having a complete understanding of
the services desired and the services to be provided, that the Company desires
to retain Consultant to provide such assistance through its services for the
Company, and the Consultant is willing to provide such services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. DUTIES AND INVOLVEMENT
The Company hereby engages Consultant to provide one or more plans, and
for coordination in executing the agreed-upon plan, for using various business
services as agreed by both parties. The plans may include, but not by way of
limitation, the following services: consulting with the Company's management
concerning marketing surveys, investor accreditation, availability to expand
investor base, investor support, strategic business planning, broker relations,
attendance at conventions and trade shows, consulting of mergers with companies,
review and assistance in updating a business plan, review and advise on the
capital structure for the Company, propose legal counsel, assist in the
development of an acquisition profile and structure, recommend financing
alternatives and sources, and consult on corporate finance and/or investment
banking issues. The agreement is limited to the United States.
2. RELATIONSHIP AMONG THE PARTIES
Consultant acknowledges that it is not an officer, director or agent of
the Company, is not and will not be responsible for any management decisions on
behalf of the Company, and may not commit the Company to any action. The Company
represents that the consultant does not
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have, through stock ownership or otherwise, neither the power to control the
Company, nor to exercise any dominating influences over its management.
Consultant understands and acknowledges that this Agreement shall not
create or imply any agency relationship among the parties, and Consultant will
not commit the Company in any manner except when a commitment has been
specifically authorized in writing by the Company. The Company and the
Consultant agree that the relationship among the parties shall be that of
independent contractor.
3. EFFECTIVE DATE, TERM AND TERMINATION
This Agreement shall be effective on October 17, 2006 and will continue
until October 16, 2007.
4. OPTION TO RENEW AND EXTEND
Company may renew this Agreement on the same terms by providing written
notice to Consultant at any time prior to the expiration hereof.
5. COMPENSATION AND PAYMENT OF EXPENSES
The Company agrees to pay to Consultant, or its designee, TWO MILLION
(2,000,000) shares of common stock of the Company. The stock will be restricted
pursuant to Rule 144. This payment will be considered total and complete
consideration for arranging to pay for the costs of the Consultant and for the
public and investor relations campaign developed by the Consultant and agreed to
by the Company. The parties understand and agree that for its accounting
purposes, Company may elect to amortize the costs of this Agreement over the
full term thereof, even though payment shall be due upon execution. The payment
shall be deemed earned upon the signing of this Agreement and shall be issued
immediately.
6. SERVICES NOT EXCLUSIVE
Consultant shall devote such of its time and effort necessary to the
discharge of its duties hereunder. The Company acknowledges that consultant is
engaged in other business activities, and that it will continue such activities
during the term of this Agreement. Consultant shall not be restricted from
engaging in other business activities during the term of this Agreement.
7. CONFIDENTIALITY
Consultant acknowledges that it may have access to confidential
information regarding the Company and its business. Consultant agrees that it
will not, during or subsequent to the term of this Agreement, divulge, furnish
or make accessible to any person (other than with the written permission of the
Company) any knowledge or information or plans of the Company with respect to
the Company or its business, including, but not by way of limitation, the
products of the Company, whether in the concept or development stage, or being
marketed by the Company on the effective date of this Agreement or during the
term hereof.
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8. COVENANT NOT TO COMPETE
During the term of this Agreement, Consultant warrants, represents and
agrees that it will not directly participate in the information developed for
and by the Company, and will not compete directly with the Company in the
Company's primary industry or related fields.
9. INDEMNIFICATION
Company agrees to indemnify and hold harmless the Consultant and its
respective agents and employees, against any losses, claims, damages or
liabilities, joint or several, to which either party, or any such other person,
may become subject, insofar as such losses, claims, damages or liabilities (or
actions, suits or proceedings in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement, any preliminary prospectus, the prospectus, or
any amendment or supplement thereto; or arise out of or are based upon the
omission or alleged omission to sate therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading; and
will reimburse the Consultant, or any such other person, for any legal or other
expenses reasonably incurred by the Consultant, or any such other person, in
connection with investigation or defending any such loss, claim, damage,
liability, or action, suit or proceeding.
10. MISCELLANEOUS PROVISIONS
Section a TIME: Time is of the essence of this Agreement.
Section b PRESUMPTION: This Agreement or any section thereof shall not
be construed against any party due to the fact that said Agreement or any
section thereof was drafted by said party.
Section c COMPUTATION OF TIME: In computing any period of time pursuant
to this Agreement, the day of the act, event or default from which the
designated period of time begins to run shall be included, unless it is a
Saturday, Sunday or a legal holiday, in which event the period shall run until
the end of the next day thereafter which is not a Saturday, Sunday or legal
holiday.
Section d TITLES AND CAPTIONS: All article, section and paragraph
titles or captions contained in this Agreement are for convenience only and
shall not be deemed part o the context nor affect the interpretation of this
Agreement.
Section e PRONOUNS AND PLURALS: All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the Person or Persons may require.
Section f FURTHER ACTION: The parties hereto shall execute and deliver
all documents, provide all information and take or forbear from all such actions
as may be necessary or appropriate to achieve the purposes of this Agreement.
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Section g GOOD FAITH, COOPERATION AND DUE DILIGENCE: The parties hereto
covenant, warrant and represent to each other good faith, complete cooperation,
due diligence and honesty in fact in the performance of all obligations of the
parties pursuant to this Agreement. All promises and covenants are mutual and
dependent.
Section h SAVINGS CLAUSE: If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
Section i ASSIGNMENT: This Agreement may not be assigned by either
party hereto without the written consent of the other, but shall be binding upon
the successors of the parties.
Section j ARBITRATION:
i. If a dispute arises out of or relates to this Agreement,
or the breach thereof, and if said dispute cannot be settled through direct
discussion, the parties agree to first endeavor to settle the dispute in an
amicable manner by mediation under the Commercial Mediation Rules of the
American Arbitration Association before resorting to arbitration. Thereafter,
any unresolved controversy or claim arising out of or relating to this Agreement
or a breach thereof shall be settled by arbitration in accordance with the rules
of the American Arbitration Association, and judgment upon the award rendered by
the Arbitrator may be entered in any court having jurisdiction thereof.
ii. Any provisional remedy, which would be available from a
court of law, shall be available to the parties to this Agreement from the
Arbitrator pending arbitration.
iii. The situs of the arbitration shall be Miami-Dade County,
Florida.
iv. In the event that a dispute results in arbitration, the
parties agree that the prevailing party shall be entitled to reasonable
attorney's fees to be fixed by the arbitrator.
Section k NOTICES: All notices required or permitted to be given under
this Agreement shall be given in writing and shall be delivered, either
personally or by express delivery service, to the party to be notified. Notice
to each party shall be deemed to have been duly given upon delivery, personally
or by courier (such as Federal Express or similar express delivery service),
addressed to the attention of the officer at the address set forth heretofore,
or to such other officer or addresses as either party may designate, upon at
least ten (10) days written notice to the other party.
Section l GOVERNING LAW: The Agreement shall be construed by and
enforced in accordance with the laws of the State of Florida.
Section m ENTIRE AGREEMENT: This Agreement contains the entire
understanding and agreement among the parties. There are no other agreements,
conditions or representations, oral
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or written, expressed or implied, with regard thereto. This Agreement may be
amended only in writing signed by all parties.
Section n WAIVER: A delay or failure by any party to exercise a right
under this Agreement, or a partial or single exercise of that right, shall not
constitute a waiver of that or any other right.
Section o COUNTERPARTS: The Agreement may be executed in duplicate
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement. In the event that the
document is signed by one party and faxed to another, the parties agree that a
faxed signature shall be binding upon the parties to this Agreement as though
the signature was an original.
Section p SUCCESSORS: The provisions of this Agreement shall be binding
upon all parties, their successors and assigns.
Section q COUNSEL: The parties expressly acknowledge that each has been
advised to seek separate counsel for advice in this matter and has been given a
reasonable opportunity to do so.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement to be effective as of the day and year provided herein.
CONSULTANT:
INVESTOR RELATIONS SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
COMPANY:
TRADEQUEST INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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