Xxx'x Keys, Inc.
CONSULTING AGREEMENT
AGREEMENT made this 15th day of April, 2002, by and between Augrid of Nevada,
Inc. with its principal place of business located at 0000 Xxxx 00xx Xxxxxx - 0xx
Xxxxx, Xxxxxxxxx, Xxxx 00000 (hereinafter, CLIENT), a Nevada corporation and
Xxx'x Keys, Inc. with its principal place of business located at 00 Xxxxxxxx
Xxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000 (hereinafter, FIRM), a New York
corporation, upon terms and conditions as follows:
FIRM will be an agent for the foregoing services:
To craft and distribute a formalized business plan and edgarize all SEC
filings.
FIRM will be available to render all services represented during normal and
customary working hours.
FIRM will at all time render the foregoing, and all other services, on a "best
efforts" basis.
It is understood and agreed to by the CLIENT, its employees, agents, and
assignors, that during the term of this AGREEMENT the FIRM shall be CLIENT
representative for all the advisory and consulting services set forth
hereinabove.
1. Compensation
a. A non refundable retainer of CLIENT common stock shall be paid by
CLIENT to FIRM as follows:
(i) 150,000 shares of CLIENT common stock free of any legend and
fully tradable within 10 days of the effective date of this
contract.
b. The stock portion of the retainer referred to in Section "1a(i)", set
forth hereinabove shall be delivered to FIRM at 00 Xxxxxxxx Xxxx, Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000, by CLIENT, in a form described in section
"1a(i)" above.
c. From time to time FIRM will present for payment, receipts for necessary
and reasonable business expenses for any and all tasks assigned by CLIENT
to FIRM, or undertaken by FIRM in furtherance of CLIENT business goals and
objectives, including but not limited to travel and entertainment, material
supplies, filings, press releases, and other professional fees. It is
agreed that these expenses which represent "out of pocket" costs, if any,
incurred by FIRM in behalf of CLIENT, will be reimbursed by CLIENT on a
"forthwith" basis.
d. Failure by CLIENT to perform obligations as per the terms of paragraph 1
- {COMPENSATION} and or any clause pertaining to reimbursement may result
in FIRM withholding future services until the compensation is satisfied and
current.
2. Confidentiality
FIRM agrees that it will not, without consent, communicate to any
individual or business entity information relating to any confidential
material which it might from time to time acquire with respect to the
business of CLIENT, its affiliates or subsidiaries. This clause shall
survive for one year after the termination of this AGREEMENT.
3. Defense and Indemnification
CLIENT agrees, at its sole expense, to defend FIRM, and to indemnify and
hold the FIRM harmless from, any claims or suits by a third party against
the FIRM or any liabilities or judgments based thereon, either arising from
FIRM performance of services for CLIENT under this AGREEMENT or arising
from any CLIENT products which result from FIRM performance of general
services under this AGREEMENT.
4. Terms and Termination
This AGREEMENT with all rights and privileges pertaining thereto shall be
for a term of not less than12 months from the date hereof and shall be
deemed automatically renewed upon its same terms and conditions for an
additional 12 month period unless, not less than 60 days prior to
expiration, either party serves upon the other written notice to terminate.
Said notices shall be in conformance with paragraph "5c." set forth herein.
5. Miscellaneous
a. Any and all work generated on behalf of CLIENT including but not limited
to: databases, models, charts and, presentations, is the work product of
and shall remain the sole property of FIRM.
b. The relationship created by this AGREEMENT shall be that of independent
contractor, and neither FIRM nor CLIENT shall have authority to bind or act
as agent for the other or for their respective employees for any purpose,
unless specifically agreed to in writing and is executed by an officer of
each party.
c. Notice given by one party to the other hereunder shall be in writing and
deemed to have been properly given if deposited with the United States
Postal Service, registered or certified mail, addressed as follows:
CLIENT Augrid of Nevada, Inc.
0000 Xxxx 00xx Xxxxxx - 0xx Xxxxx, Xxxxxxxxx, Xxxx 00000
FIRM Xxx'x Keys, Inc..
00 Xxxxxxxx Xxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
d. This AGREEMENT replaces any previous AGREEMENT and the discussions
relating to the subject matters hereof and constitutes the entire AGREEMENT
between CLIENT and FIRM with respect to the subject matters of this
AGREEMENT. This AGREEMENT may not be modified in any respect by any verbal
statement, representation, or writing made by any employee, officer, or
representative of CLIENT or FIRM unless such writing is in proper form and
executed by an officer of each party.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT effective the date
first stated above. This AGREEMENT is bound under the Laws of the State of New
York and shall be construed and enforced in accordance with those laws. Any
remedies on breach of the AGREEMENT will be determined exclusively through
binding arbitration provided by the New York State court system.
By: /s/ XXX XXXXXXXXXX 7/28/02
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Xxx Xxxxxxxxxx - President, Xxx'x Keys, Inc. Date
By: /s/ XXXXXXX XXXXXXX 7/27/02
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Xxxxxxx Xxxxxxx - President, Augrid Date
