Atlantic Security Ltd
AGREEMENT FOR CONSULTING SERVICES
Agreement made this 29th day of September, 2002, between Atlantic Security Ltd.
("ASL"), having its principal place of business at Xxxxx Xxxxx, Xx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx, Xxxxxxx, and Xxxxx Xxxxxx ("Advisor"), an
independent advisor with principal place of business
at "Kinloch" Xxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx.
In consideration of ASL retaining Advisor for independent consulting services,
it is agreed as follows:
1. Services to be Performed
ASL hereby retains Advisor and Advisor hereby agrees to perform the services
set forth below for a fee and expenses of US$100,000, or share equivalent at
ASL's sole discretion, at the anniversary of this agreement:
Business development, investor introduction, new products and other advisory
services as, from time-to-time, requested by ASL.
The work shall be under the general supervision of, and subject to acceptance
by, ASL.
Such services will constitute the effort of Xxxxx Xxxxxx during the term of
this Agreement. ASL acknowledges that this is not the sole project for the
Advisor. Should Advisor assigns any employee or sub-contractor used by
Advisor, replacement of the above personnel shall be subject to ASL prior
approval.
Advisor and its personnel shall at all times exercise due professional care,
and shall at all times act in ASL best interest with regard to management of
the project and ASL prospective or actual relationships with any and all
clients, customers, partners, investors or buyers.
Advisor shall not market, promote or solicit products or services which, in
the opinion of ASL, are competitive with ASL products or services, without
obtaining the prior written consent of ASL, nor place itself in a position
where conflict of interest may arise.
2. Independent Advisor
ASL relationship to Advisor in the performance of this Agreement is that of an
independent Advisor. Neither party is an employee, agent, partner or joint
venture of the other. Advisor shall have full control of its day-to-day
activities and the manner in which it performs its services. Advisor will
be soley responsible for the payment of its employees or sub-contractors
and their related employment taxes or employers liabilities and contribution,
as well as any xxxxxxx'x compensation and any other insurance required for,
or for the benefit of its employees. Advisor shall indemnify ASL against any
tax, interest or penalty for which ASL may become responsible by reason of
Advisor's failure to pay such taxes.
ASL shall provide standard marketing collateral to Advisor, should Advisor
wishes to independently develop any materials, all such materials must be
approved by ASL. Such approval shall not be unjustly withheld.
3. Confidentiality
During the term of this Agreement and at any time thereafter, and except in
the course of performing its services for ASL, Advisor or its employees or
sub-contractors will not use, disclose, reveal or report any Confidential
Information of ASL.
4. Compensation: $100,000 (inclusive of expenses) or in fully paid shares
equivalent at ASL's sole discretion, at anniversary of this Agreement.
5. Term and Termination
This Agreement shall commence on the date hereof and shall remain in effect
beginning September 29th 2002 with a duration through September 29th 2003.
6. Severability
If any term or provision of this Agreement is found by a court of competent
jurisdiction to be illegal or otherwise unenforceable, the same shall not
invalidate the whole of this Agreement, but such term or provision shall be
deemed modified to the extent necessary in the court's opinion to render such
term or provision enforceable, and the rights and obligations of the
parties shall be construed and enforced accordingly, preserving the fullest
permissible extent the intent and agreements of the parties herein set forth.
In Witness whereof, ASL and Advisor have duly executed this Agreement as of the
day and year first above written.
Xxxxx Xxxxxx: ASL:
/s/ Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx
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Authorised Signature Authorised Signature
Name Name
Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx
Title President/CEO
Date September 29th 2002 Date September 29th 2002
