ENGINEERING & CONSULTING AND SERVICES AGREEMENT
Exhibit 10.5
ENGINEERING & CONSULTING AND SERVICES AGREEMENT
THIS AGREEMENT is dated June 14, 2003, by and between Xx. Xxxx Xxxxx of Xxxxxxxx. 00 X-00000 Xxxxxxxxxxx, Xxxxxxx (the "Consultant"), and Strategic Internet Investments, Inc., a Delaware corporation, having places of business at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX, Xxxxxx X0X 0X0 (the “Company”).
WITNESSETH:
Consultant is engaged in the business of, among other things, providing engineering consulting services and business advisory services to foreign companies wishing to operate and expand opportunities within Europe and the Middle East Region, and the Company seeks these services; and NOW, THEREFORE, the parties hereto agree as follows:
1. Services. Consultant shall, during the term of this Agreement, provide the following services to the Company:
a) Consultant shall primarily act as an engineering advisor and liaison for the Company with respect to the Company’s business development and investment in the Dream Island development project, Manamah, Bahrain. In addition, the Consultant will analyze and provide advice to the Company as to both short and long-term strategic business plans, business development, financing(s), mergers and acquisitions, as well as make recommendations for strategic partners within other Middle Eastern Gulf regions.
b) Consultant shall provide all the consulting services described herein directly to management of the Company. While the Consultant is authorized to speak to and consult with others, the Consultant does not have any right or power to bind the Company to any matter whatsoever or to make any representation pertaining to the Company whatsoever. Further, the Consultant is not authorized or empowered to commit the Company to any recommendations or course of action, or any agreement, promise, or representation; and
c) Consultant shall provide such other general consulting services as may be reasonably requested by the Company, from time to time, during the term; subject to mutual understanding and written agreement between the Company and Consultant.
d) Consultant shall be available, including by receiving telephone calls to the Consultant's business, receiving calls while traveling at hotels, and otherwise. Consultants shall also be available to review and receive information concerning the Company 8 hours a day, including while at home and while traveling, provided that the parties agree that reasonable efforts will be made to provide such information by fax or during normal business hours. (Consultant agrees that holidays will not be excluded from the foregoing, so that Consultant shall be available to consult even on holidays as are necessary in exigent circumstances.)
e) Consultant is an experienced civil engineer and is also experienced in conducting business in the Middle East Gulf Region, maintains extensive business contacts with residents within the region and is fluent in both the German and English languages.
f) Consultant shall be fully responsible for complying with all applicable state and federal laws and regulations concerning the activities of the Consultant, including the business and operations of the Consultant.
2. Consulting Compensation. In consideration for the services to be provided by the Consultant and in recognition of past services provided, the Company wishes to provide an equity based compensation package to the Consultant.
Recognizing that the Company has very limited working capital and cannot
make payment to the Consultant in cash, the Consultant agrees to accept 300,000
common shares in the capital of the Company at a deemed value of $0.14 (trading
price of the Company’s stock as of the Effective Date of this agreement)
as full compensation for services provided to the Company under the Agreement.
The shares shall be unrestricted, free-trading and will be held by the company
and vest to the consultant in installments, as follows,
| NUMBER OF SHARES | VESTING/DISTRIBUTION DATE | |
| 100,000 | Immediately upon signing agreement | |
| 50,000 | two month after agreement date, subject to satisfactory performance | |
| 50,000 | three months after agreement date, subject to satisfactory performance | |
| 50,000 | four months after agreement date, subject to satisfactory performance | |
| 50,000 | five months after agreement date, subject to satisfactory performance | |
The Company, in it sole discretion, may elect to accelerate vesting of the shares to the Consultant based upon the performance of the Consultant. The Consultant shall have no responsibility to perform any services under the terms of this Agreement until the compensation has been issued in full and the first vesting traunch received in good order by the Consultant as described above.
b) Consultant shall be reimbursed for any pre-approved travel and related expenses when providing services to the Company; subject to a written estimate or statement which is provided by the Consultant to the Company and approved by its President.
3. Indemnification. Both the Company and Consultant shall indemnify and hold harmless one another as to and against all losses, claims, damages, liabilities, and expenses (including reasonable attorney's fees) caused by the actions of the other and for which any subsequent action is brought by any third party. Both parties shall indemnify and hold harmless one another as to all losses, claims, damages, liabilities, and expenses caused by any prior acts of the other. The Company shall also indemnify and hold harmless the Consultant as to and against all losses, claims, damages, liabilities, and expenses caused by any untrue or alleged fact required to be stated therein or necessary to make the statements therein not misleading as to the public filings of the Company; provided, however, that the Company will not be liable in any such case to the extent that such item arises out of or is based upon an untrue statement or alleged untrue statement, prospectus or preliminary prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in reliance upon, and in conformity with, information furnished to the Company by Consultant, and/or in any case the Consultant is aware of the problem.
4. Term. The term of this Agreement shall be for an initial term (the "Initial Term") of six (6) months commencing on the date first set forth above. This Agreement may be extended beyond the Initial Term and the rate of compensation may be adjusted as long as it is agreeable to both parties.
5. Non-Exclusive. Consultant shall devote such of its time and effort, as Consultant deems necessary or desirable to the discharge of its duties hereunder. The Company acknowledges that Consultant is engaged in other business activities and that it will continue such activities during the term of this Agreement. Consultant shall not be restricted from engaging in other business activities during the term of this Agreement.
6. Confidentiality. Consultant shall, and shall cause officers, directors, employees and agents of Consultant to, hold confidential and not publish, disclose or make accessible to any other person not bound by an obligation of confidentially, all confidential information, if any, which Consultant or any of its officers, directors, employees, or agents may, from time-to-time, possess relating to financial condition, results of operation, business, property, assets or liabilities of the Company; provided, however, the restrictions of this sentence shall not apply to information that (I) is publicly available, (II) already is known to Consultant at the time of disclosure, or (III) is received from a third party not under any obligation of confidentiality to the Company.
7. Benefit, Burden, and Assignment. The provisions herein shall ensure to the benefit of, and be binding upon, the parties hereto and their permitted assigns and successors. This Agreement may be assigned without the prior written consent of all parties hereto.
8. Severability. If any provision of this Agreement shall be deemed by any court of competent jurisdiction invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision in any other circumstance shall not be affected thereby and each provision shall otherwise be valid and shall be enforced to the fullest extent permitted by applicable law.
9. Governing Law. The laws of the State of Delaware, U.S.A. shall govern this Agreement, and the venue for any action, claim or proceeding in connection with this Agreement shall be a court of competent jurisdiction in Dade County, Florida.
10. Entire Agreement. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the subject matter hereof. This Agreement is, and is intended by the parties to be, an integration of any and all prior agreements and understandings, oral, written, express or implied with respect to the subject matter hereof.
11. Captions. Captions in this Agreement are for convenience of reference only and shall not be used in the interpretation.
12. Independent Legal Counsel. The parties agree and acknowledge that they have been represented by independent legal counsel, or have had the opportunity to obtain independent legal counsel, have been advised that it is in their best interests to do so, and by execution of this Agreement have waived the right.
13. Amendments and Modification. No amendment or modification to this Agreement shall be valid unless in writing and signed by the parties hereto.
14. Ambiguities. The parties hereby acknowledge that the normal rule of construction to the effect that ambiguities in an agreement are constructed against the drafting party shall not apply to this Agreement.
15. Cooperation. Each party hereby agrees to provide such reasonable cooperation and execute such reasonable documents as shall be reasonably required or requested by the other party hereto to perform the Agreement.
16. Written Provisions. Hand-written provisions hereto initiated by the parties hereto shall control to the extent of any conflict with the typed provisions herein.
17. Execution. This Agreement may be executed via facsimile and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
| Xx. Xxxx Xxxxx | Strategic Internet Investments, Inc. |
| Signed by “Xxxx Xxxxx | Signed by “Xxxxx Xxxxxxxx” |
| President |
