CONSULTING AGREEMENT
Exhibit
10.24
This
Consulting Agreement (the “Agreement”), effective as of this 22nd day of May,
2007 (the “Effective Date”) is entered into by and between, New Castle
Consulting, LLC (herein referred to as the “Consultant”) and Spectre Gaming,
Inc. (herein referred to as the “Company”).
RECITALS
WHEREAS,
Company desires to engage the services of Consultant to consult, assist and
advise the Company in identifying investor relations and/or public relations
and/or market relations organizations to be utilized by the Company and
assisting the Company with such investor relations and/or public relations
and/or market relations organizations which are engaged by the
Company;
NOW
THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Term
of
Consultancy. Company hereby agrees to retain the Consultant to act in a
consulting capacity to the Company, and the Consultant hereby agrees to provide
services to the Company commencing on the Effective Date and ending 6 months
from the Effective Date unless terminated pursuant to Section 8 of this
Agreement.
2. Services.
During the term of this Agreement, Consultant’s services may include, but will
not necessarily be limited to, providing the following services on behalf of
and
for the benefit of the Company:
A.
Analyze Company’s needs with respect to investor relations and/or market
relations;
B.
Consult, assist and advise the Company with respect to its needs for investor
relations and/or market relations;
C.
Oversee and facilitate, for the benefit of the Company, any and all investor
relations and/or market relations organizations which are engaged by the
Company;
D.
Consult and assist the Company in developing and implementing appropriate plans
and means for presenting the Company and its business plans, strategy, and
personnel to the financial community;
E.
Otherwise perform as the Company’s consultant for investor relations and/or
market relations;
F.
Assist
and advise the Company with respect to its relations with brokers, dealers,
analysts, and other investment professionals.
3. Allocation
of Time and Energies. The Consultant hereby promises to perform and discharge
faithfully the responsibilities which may be assigned to the Consultant from
time to time by the officers and duly authorized representatives of the Company
under this Agreement. Consultant shall diligently and thoroughly provide the
consulting services required hereunder. Although no specific hours-per-day
requirement will be required, Consultant and the Company agree that Consultant
will perform the duties set forth herein above in a diligent and professional
manner.
4. Remuneration.
As full and complete compensation for services described in this Agreement,
the
Company shall compensate Consultant as follows:
4.1
For
undertaking this engagement and for other good and valuable consideration,
the
Company agrees to cause to be delivered to the Consultant a “Commencement Bonus”
payable in the form of 1,100,000 (one million one hundred thousand) shares
of
the Company’s Restricted Common Stock, which represents less than 5% of the
issued and outstanding shares of common stock in the Company. This Commencement
Bonus shall be issued to the Consultant immediately following execution of
this
Agreement and shall, when issued and delivered to Consultant, be fully paid
and
non-assessable. The Company understands and agrees that Consultant has foregone
significant opportunities to accept this engagement. The shares of common stock
issued as a Commencement Bonus, therefore, constitute payment for Consultant’s
agreement to consult to the Company and are a non-refundable, non-apportionable,
and non-ratable retainer; such shares of common stock are not a prepayment
for
future services. If the Company decides to terminate this Agreement after
entered into for any reason whatsoever, it is agreed and understood that
Consultant will not be requested or demanded by the Company to return any of
the
shares of Common Stock paid to it as Commencement Bonus hereunder. Further,
if
and in the event the Company is acquired in whole or in part, during the term
of
this Agreement, it is agreed and understood Consultant will not be requested
or
demanded by the Company to return any of the shares of Common Stock paid to
it
hereunder. It is further agreed that if at any time during the term of this
Agreement, the Company or substantially all of the Company’s assets are merged
with or acquired by another entity, or some other change occurs in the legal
entity that constitutes the Company, the Consultant shall retain and will not
be
requested by the Company to return any of the shares of Common
Stock.
4.2
With
each transfer of shares of Common Stock to be issued pursuant to this Agreement
(collectively, the “Shares”), Company shall cause to be issued a certificate
representing the Common Stock and a written opinion of counsel for the Company
stating that said shares are validly issued, fully paid, and non- assessable
and
that the issuance and eventual transfer of them to Consultant pursuant to this
Agreement shall have been validly issued, fully paid, and non-assessable and
that the issuance, and any transfer of them to Consultant shall have been duly
authorized by the Company’s board of directors.
5. Non-Assignability
of Services. Consultant’s services under this contract are offered to Company
only and may not be assigned by Company to any entity with which Company merges
or which acquires the Company or substantially all of its assets. In the event
of such merger or acquisition, all compensation to Consultant herein under
the
schedules set forth herein shall remain due and payable, and any compensation
received by the Consultant may be retained in the entirety by Consultant, all
without any reduction or pro-rating and shall be considered and remain fully
paid and non-assessable. Notwithstanding the non-assignability of Consultant’s
services, Company shall assure that in the event of any merger, acquisition
or
similar change of form of entity, that its successor entity shall agree to
complete all obligations to Consultant, including the provision and transfer
of
all compensation herein and the preservation of the value thereof consistent
with the rights granted to Consultant by the Company herein, and to
Shareholders.
6. Indemnification.
The Company warrants and represents that all oral communication, written
documents or materials furnished to Consultant by the Company with respect
to
financial affairs, operations, profitability and strategic planning of the
Company are accurate and Consultant may rely upon the accuracy thereof without
independent investigation. The Company will protect, indemnify, and hold
harmless Consultant (including its officers, directors, employees and agents)
against any claims or litigation including any damages, liability, cost and
reasonable attorney’s fees as incurred with respect thereto resulting from
Consultant’s communication or dissemination of any said information, documents,
or materials. Company further agrees to protect, indemnify, and hold harmless
Consultant (including its officers, directors, employees, and agents) against
any claims or litigation including any damages, liability, cost and reasonable
attorney’s fees as incurred with respect thereto resulting from any and all
breaches by Company and/or Company’s officers, directors, employees, agents, and
any and all market relations, public relations, and investor relations
organizations introduced to Company by Consultant and subsequently engaged
by
Company, including misrepresentations and/or omission of fact and from any
and
all violations and applicable laws and regulations.
7. Representations.
Consultant represents that it is not required to maintain any licenses and
registrations under federal or any state regulations necessary to perform the
services set forth herein. Consultant further acknowledges that it is not a
securities Broker Dealer or a registered investment advisor and is not and
will
not perform any tasks which require Consultant to be licensed as such. Company
acknowledges that, to the best of its knowledge, that it has not violated any
rule or provision of any regulatory agency having jurisdiction over the Company.
Company acknowledges that, to the best of its knowledge, Company is not the
subject of any investigation, claim, decree, or judgement involving any
violation of the SEC or securities laws. Both Company and Consultant acknowledge
that Company is under no obligation to follow and/or act in accordance with
the
recommendations made by Consultant in connection with this Agreement. Company
represents that its decision to not act in accordance with Consultant’s
recommendations in no way affects Company’s obligations as set forth in Section
4 herein above. Company acknowledges that it remains responsible any and all
additional due diligence it deems necessary and appropriate respecting the
investor relations, market relations, and public relations organizations
introduced to it by Consultant. Company further represents and acknowledges
that
Consultant is not responsible and not liable for the actions taken by those
investor relations, market relations, and public relations organizations that
are introduced to it by Consultant and subsequently engaged by
Company.
8. Termination.
This Agreement may be terminated by Consultant during the Term hereof by notice
to the Company in the event that the Company shall have provided materially
inaccurate or misleading information, of any type or nature, to the Consultant,
or failed or been unable to comply in any material respect with any of the
terms, conditions or provisions of this Agreement on the part of the Company
to
be performed, complied with or fulfilled within the respective times, if any,
herein provided for, unless compliance therewith or the performance or
satisfaction thereof shall have been expressly waived by Consultant in writing.
Any termination of this Agreement pursuant to this Section 8 shall be without
liability of any character (including, but not limited to, loss of anticipated
profits or consequential damages) on the part of the Company, except that the
Company shall remain obligated to pay the fees, other compensation and costs
otherwise to be paid, as set forth in Sections 4 and 5 hereof.
9. Legal
Representation. The Company acknowledges that it has been represented by
independent legal counsel in the preparation of this Agreement. Consultant
represents that it has consulted with independent legal counsel and/or tax/,
financial and business advisors, to the extent the consultant deemed necessary.
10. Status
as
Independent Contractor. Consultant’s engagement pursuant to this Agreement shall
be as independent contractor, and not as an employee, officer or other agent
of
the Company. Neither party to this Agreement shall represent or hold itself
out
to be the employer or employee of the other. Consultant further acknowledges
the
consideration provided hereinabove is a gross amount of consideration and that
the Company will not withhold from such consideration any amounts as to income
taxes, social security payments or any other payroll taxes. All such income
taxes and other such payment shall be made or provided for by Consultant and
the
Company shall have no responsibility or duties regarding such matters. Neither
the Company nor the Consultant possesses the authority to bind each other in
any
agreements without the express written consent of the entity to be
bound.
11. Waiver.
The waiver by either party of a breach of any provision of this Agreement by
the
other party shall not operate or be construed as a waiver of any subsequent
breach by such other party.
12. Notices.
Any notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered, or sent by express mail or telegram,
or transmitted by fax or e-mail, addressed as set forth herein
below.
If
to
Consultant:
New
Castle Consulting, LLC
000
Xxxxx
Xxxxx Xx #000
Xxxxxxxxxx
Xxxxx, XX 00000
If
to the
Company:
Spectre
Gaming, Inc.
00000
00xx
Xxxxxx
X.
Xxxxxxxxxxx,
XX 00000
13. Confidentiality.
This entire Agreement, including the terms of this Agreement, shall remain
confidential in its entirety and will not be disclosed to anyone without first
receiving written consent to do so. This is a material part of this
Agreement.
14. Complete
Agreement. This Agreement contains the entire agreement of the parties relating
to the subject matter hereof. This Agreement and its terms may not be changed
orally but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought. In the event that any particular provision or provisions of this
Agreement shall for any reason hereafter be determined to be unenforceable,
or
in violation of any law, governmental order or regulation, such unenforceability
or violation shall not affect the remaining provisions of this Agreement, which
shall continue in full force and act and be binding upon the respective parties
hereto. The language of this Agreement shall be construed as a whole, according
to its fair meaning and intent, and not strictly for or against either party
hereto, regardless of who drafted or was principally responsible for drafting
the Agreement or the terms or conditions hereof.
AGREED
TO:
New
Castle Consulting, LLC
Date
May
9,
2007
By
/s/
Xxx
Xxxxxx
Xxx
Xxxxxx
Date
May
9,
2007
By
/s/
D.
Xxxxxx
Xxxx
D.
Xxxxxx
Xxxx
Chief
Executive Officer
