1
CONSULTING AGREEMENT
This agreement is entered into between MarketByte, LLC, a California Limited
Liability Company (hereafter known as MBLLC) and Network Installation Corp., a
Nevada Corporation (hereafter known as NWIS), with reference to the following
facts.
NWIS has expressed a desire to enter into this agreement with MBLLC to provide
Internet Public Relations Services for NWIS. MBLLC is in the business of
providing such services and desires to enter into an agreement with NWIS to
provide these services for NWIS, a publicly traded company. This Agreement is
for the purpose of defining the services to be provided and the rights and
responsibilities of both parties.
I. SERVICES PROVIDED BY MBLLC
1. MBLLC agrees to prepare a detailed profile report and/or Trading Alert on
NWIS following certain guidelines that have already been established by MBLLC.
The report shall be released during the month July or August 2003, final date to
be established by both parties.
2. MBLLC agrees to expose all future editions to all the members of its
proprietary OTC Journal database of over 1.8 million members.
3. MBLLC will continue to release to its subscribers on the selected
Newsletter all substantive information (i.e. Press Releases, Annual Reports,
Analysts Reports, etc.), which NWIS has formally and officially released to the
general public, for an indefinite period as mutually agreed by both parties.
4. MBLLC reserves the right to share any views or opinions of its choosing
with its proprietary database regarding the performance of NETWORK INSTALLATION
CORP. stock. The management of NETWORK INSTALLATION CORP. shall have no
editorial control over the content published on NETWORK INSTALLATION CORP.
within the context of the OTC Journal, and as such both parties recognize that
any opinions expressed in the OTC Journal are solely those of the editors.
II. RESPONSIBILITIES OF NWIS
1. NWIS agrees to assist MBLLC, as requested, in the preparation of the
corporate profile report on said Company.
2. NWIS will, if requested, provide or arrange to be provided to MBLLC or
its designee, such accounting information as may be necessary to complete the
corporate "due diligence" necessary to compile an accurate and detailed profile
report on the companies.
3. NWIS agrees to provide MBLLC with certain business and other material
information about NWIS, its products, services, contracts, pending litigation,
patents, trademarks and other such business matters which MBLLC may request and
which MBLLC considers to be important for the completion of this contract.
4. NWIS agrees, during the term of this agreement, to notify MBLLC of any
changes in the status or nature of its business, any pending litigation, or any
other developments that may require further disclosure.
III. COMPENSATION
1. MBLLC shall receive a fee of twenty five thousand US dollars ($25,000),
payable upon the signing of this agreement
2. MBLLC shall receive a fee of two hundred fifty thousand (250,000) newly
issued restricted shares of common stock in NETWORK INSTALLATION CORP. One
hundred twenty five thousand (125,000) of the aforementioned shares shall have
piggyback registration rights on any appropriate registration statement filed by
the company.
IV. REPRESENTATIONS BY MBLLC
MBLLC represents, warrants, and covenants the following:
1. MBLLC is a Company duly organized and existing under the laws of the
State of California and is in good standing with the jurisdiction of its
incorporation.
2. MBLLC will disclose to NWIS any and all material facts and circumstances,
which may affect its ability to perform it's undertaking herein.
3. MBLLC will cooperate in a prompt and professional manner with NWIS or its
agents in the performance of this Agreement.
V. REPRESENTATIONS OF NWIS
NWIS represents, warrants and covenants the following:
1. NWIS will cooperate fully with MBLLC in executing the responsibilities
required under this Agreement so that MBLLC may fulfill its responsibilities in
a timely manner.
2. NWIS will not circumvent this Agreement either directly or indirectly nor
will it interfere with, impair, or delay MBLLC in performing work described in
this Agreement. NWIS will not cause MBLLC to perform work not described in this
Agreement.
3. NWIS and each of its subsidiaries is a corporation duly organized and
existing under the laws of its state of incorporation and is in good standing
with the jurisdiction of its incorporation in each state where it is required to
be qualified to do business.
4. NWIS's articles of incorporation and by-law's delivered pursuant to this
Agreement are true, and complete copies of it have been duly adopted.
5. NWIS will cooperate in a prompt and professional manner with MBLLC, its
attorneys, accountants and agents during the performance of the obligations due
under this Agreement.
6. All financial information from NWIS will be provided to MBLLC in a
timely and complete manner and all other information, which NWIS has previously
provided to MBLLC concerning NWIS, is accurate and complete in every material
respect. If it is later determined that such is not the case, it shall be
considered a basis for the termination of this Agreement.
7. NWIS does hereby state that all information supplied to MBLLC during the
course of this Agreement shall be true and accurate to the best of NWIS's
knowledge. NWIS agrees to hold MBLLC harmless for the accuracy of any
information disclosed under this Agreement where the information was provided by
NWIS to MBLCC.
VI. CONFIDENTIALITY
1. MBLLC agrees that all information received from NWIS shall be treated as
confidential information and MBLLC shall not share such information with any
other person or entity, except as required by MBLLC to fulfill this Agreement,
without the express written consent of NWIS, unless such disclosure will not
cause damages to NWIS or is already in the public domain. Furthermore, MBLLC
shall not take any action with the intention of profiting from "insider
information".
VII. NOTICES
Any notices from either party to the other shall be deemed received on the
date such notice is personally delivered. Any notice sent by fax transmission
shall be deemed received by the other party on the day it has been transmitted.
Any notice sent by mail by either party to the other shall be deemed received on
the third business day after it has been deposited at a United States post
office. For purposes of delivering or sending notice to the parties under this
Agreement such notices shall be delivered or sent as follows:
MarketByte LLC
0000 Xxx Xxx Xxxxxxx Xx #000
Xxx Xxxxx, XX 00000
NETWORK INSTALLATION CORP.
00 Xxxxxxxxxx Xx. Xxxxx 000X
Xxxxxx, XX 00000
VIII. Entire Agreement
Neither party has made representations to the other, which are not
specifically set forth in this Agreement. There are no oral or other agreements
between the parties that have been entered into prior or contemporaneously with
the formation of this Agreement. All oral promises, agreements,
representations, statements and warranties hereinafter asserted by one party
against the other, shall be deemed to have been waived by such party asserting
that they were made and this Agreement shall supersede all prior negotiations,
statements, representations, warranties and agreements made or entered into
between the parties to this Agreement.
IX. NO ASSIGNMENT
Neither party may assign any benefit due or delegate performance under this
Agreement without the express written consent of the other party.
X. CONSTRUCTION
The laws of the State of California shall govern this Agreement.
XI. ATTORNEYS FEES
In any action concerning the enforcement, breach, or interpretation of this
Agreement, the prevailing party shall be entitled to recover its costs of suit
and reasonable attorney's fees from the other party, in addition to any other
relief granted by the court.
XII. WAIVER
The waiver of any provision of this Agreement by either party shall not be
deemed to be a continuing waiver or a waiver of any other provision of this
Agreement by either party.
XIII. SEVERABILITY
If any provision of this Agreement or any subsequent modifications hereof
are found to be unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue to remain in full force and effect.
XIV. AUTHORITY TO ENTER INTO AGREEMENT
The individuals signing this Agreement below represent to each other that
they have the authority to bind their respective corporations to the terms and
conditions of this Agreement. The individuals shall not, however have personal
liability by executing this Agreement and sign this Agreement only in their
representative capacities as authorized officers of the NWIS and MBLLC
respectively.
XV. INDEMNIFICATION
MBLLC agrees to indemnify NWIS from any liability or claim arising out of any
act or omission on the part of MBLLC that would be in violation of any
securities laws and regulations.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
on this 24th day of July 2003.
NETWORK INSTALLATION CORP. MarketByte, LLC
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxxxx Xxxxx Xxxx
________________________________ ________________________________
Xxxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxx
CEO, Network Installation Corp Authorized Signing Member
