BUSINESS CONSULTING AGREEMENT
AGREEMENT, made this 6th day of May, 2002 by and between COMMUNICATE XXX.XXX
INC., hereinafter the "Company" and VSB WORLDWIDE CONSULTING INC., hereinafter
the "Consultant".
WHEREAS, the Company desires to obtain Consultant's services in connection with
the Company's business affairs and Consultant is willing to undertake to provide
such services as hereinafter fully ser forth;
WITNESSETH
NOW, THERFORE, the parties agree as follows:
1. TERM: The term of this Consulting Agreement shall be for a (6) month
period commencing on the date hereof.
2. NATURE OF SERVICES: During the term of this Agreement Consulting shall
provide advice to, undertake for and consult with the Company
concerning management, product/service expansion attend meetings of the
and retrenchment, marketing consulting, strategic planning, liquidity
management, corporate organization and structure, financial matters in
connection with the operation of the business of the Company, and shall
review and advise the Company regarding its overall progress, needs
and condition. Consultant agrees to provide on a timely basis the
following enumerated services plus any additional services contemplated
thereby.
(a) Attend meeting of the Company's Board of directors or
Executive Committees(s) when so requested by the
Company;
(b) Attend meetings for and at he request of the Company
review, analyze and report on proposed business
opportunities;
(c) Consult with the Company concerning strategic corporate
planning and investment policies, including any
revision of the Company's business plan when requested
by the company;
(d) Locate acquisitions for the Company;
(e) Assist in negotiating potential acquisitions;
(f) Assist in the implements of short term and long term
strategic planning as required by the Company;
(g) Advertise the Company's services and projects to its
particular industry;
(h) Implementation of short range and long term strategic
planning to fully develop and enhance the Company's
assets, resources, products and services,
(i) Advise the Company of means to restructure its debt and
financial obligations;
(j) Negotiate with lenders regarding the restructuring of
such debt obligations;
(k) Assist the Company in the monitoring of services
provided by the Company's advertising firm, public
relations firm and other professionals to be employed
by the Company;
(l) Advise the Company relative to the recruitment and
employment of key executives consistent with the
expansion of operations of the Company; and
(m) Advise and recommend to the Company additional services
relating to the present products/services offered by
the Company as well as new products/services that may
be provided by the Company.
3. IT IS AGREED that the Consultant's services will not include any
services that constitute the rendering of legal opinions of performance
of work that is in the ordinary purview of a certified public
accountant or any work that it is the ordinary purview of a registered
broker/dealer.
4. COMPENSATION: The Company agrees to compensate Consultant by the
delivery to the Consultant, upon executive of this Agreement, the
Company shall issue Consultant 2,500,000 common shares of CMNW.
5. EXPENSES: Consultant shall be entitled to reimbursement by the Company
of such reasonable out-of-pocket expenses as Consultant may incur in
performing services under this Consulting Agreement. Any significant
expenses shall be approved in advance with the Company.
6. LIABILITY OF CONSULTATN: In furnishing the Company with management
advice and other services as herein provided, neither Consultant nor
any officer, director or agent thereof shall be liable to the Company
or its creditors for errors of judgment or for anything except
malfeasance, bad faith or gross negligence in the performance of its
duties or reckless disregard of its obligations and duties under the
terms of this agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to it reasonably believed to be accurate and
reliable and mat, except as herein provided, Consultant shall not be
accountable for any loss suffered by the Company by reason of Company's
action or non-action on the basis of any advice, recommendation or
approval of Consultant, its employees or agents.
The parties further acknowledge that Consultant undertakes no
responsibility for the accuracy of any statements to be made by
management contained in press releases or other communications,
including, but not limited to, filings with the Securities and Exchange
Commission and the National Association of Securities Dealers.
7. CONFIDENTIALITY: Consultant will not disclose to any other person, firm
or corporation, nor use for his own benefit, during or after the term
of this Consulting Agreement, any trade secrets or other information
designated as confidential by the Company which is acquired by
Consultant in the course of his performing services hereunder. (A trade
secret is information not generally known to the trade, which gives the
Company an advantage over its competitors. Trade secrets can include,
by way of example, products or services under development, production
methods and processes, sources of supply, customer lists, marketing
plans and information concerning the files of pendency of patent
application). Any management advice rendered by Consultant pursuant to
this Consulting Agreement may not be disclosed publicly in any manner
without prior written approval of Consultant.
8. INDEMNIFICATION: The Company agrees to indemnify and hold Consultant
harmless from and against all losses, claims, damages, liabilities,
costs or expenses (including reasonable attorneys' fees (collectively
the "Liabilities") joint and several, arising out of performance of
this Consulting Agreement, whether or not Consultant is a party to
such dispute. This indemnity shall not apply, however, and Consultant
engaged in gross negligence or willful misconduct in the performance of
its services hereunder which gave rise to the losses, claim, damage,
liability, cost or expense sought to be recovered hereunder (but
pending any such final determination, the indemnification and
reimbursement provision of this Consulting Agreement shall apply and
the Company shall perform its obligations hereunder to reimburse
Consultant for its expenses.) The provisions of this paragraph shall
survive the termination and expiration of this Consulting Agreement.
9. BREACH OF CONTRACT: The sole remedy of the Company in respect of any
material breach of this Agreement by Consultant shall be to terminate
this Agreement upon giving of thirty (30) days prior written notice,
but no such termination shall affect the options exercisable pursuant
to paragraph 5 hereof.
10. INDEPENDENT CONTRACTOR: Consultant and the Company hereby acknowledge
that Consultant is an independent contractor. Consultant shall not hold
himself out as, nor shall he take any action from which others might
infer, that he is a partner of, agent of or a joint venture of the
Company.
11. HEADINGS: The headings in this agreement are for reference purpose only
and shall not in any way affect the meaning or interpretation of this
Agreement.
12. SEVERABILITY OF PROVISIONS: The invalidity or unenforceability of any
term, phrase, clause, paragraph, restriction, covenant, agreement or
other provision of this Agreement shall in no way affect the validity
or enforcement of any other provision or any part thereof.
13. NOTICES: All notices to be given hereunder shall be in writing, with
fax notices being an acceptable substitute for mail and/or delivery to:
(i) Consultant
000 Xxxxxxx Xxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
(ii) Communicate Now - Com Inc.
000 Xxxxx Xxxx Xxxx
Xxxxxxxxx Xxxx, Xxxxx 00000
Facsimile:
14. MISCELLANEOUS:
a. All final decisions with respect to consultation, advice and
services rendered by Consultant to the Company shall rest
exclusively with the Company.
b. This Agreement contains the entire agreement of the parties
hereto and there are no representations or warranties other
than those contained herein. Neither party may modify this
Agreement unless the same is in writing and duly executed by
both parties hereto.
c. By signing this Agreement, the Company admits to having no
prior knowledge of any pending S.E.C. or N.A.S.D investigations
into the trading of the securities of the Company or the
activities of the Company.
d. In the event this Agreement or performance hereunder contravene
public policy or constitute a material violation of any law
or regulation of any federal or state government agency, or
either party becomes insolvent or is adjudicated bankrupt or
seeks the protection of any provision of the National
Bankruptcy Act, or either party is enjoined, or consents to any
order relating to any violation of any state or federal
securities law, then this agreement shall be deemed terminated,
and null and void upon such termination; neither party shall be
obligated hereunder and neither party shall have any further
liability to the other.
e. Any controversy or claim arising out of or related to this
Agreement shall be settled by arbitration in accordance with
the rules and under the auspices of the American Arbitration
Association; and any arbitration shall be conducted within the
venue if the Company.
Agreed and Accepted on this 20th day of May 2002.
COMMUNICATE XXX.XXX.
By: ______________________
VP, President/Operations
Agreed and Accepted on this 20th day of May 2002.
By: ______________________
Xxxxxxx Xxxxxx, Consultant
