CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into this 27th
day of February, 2004, by and between Z.A Consulting LLC, Xxxxx Xxxxxx,
Managing Director, 000 Xxxxxx Xxxxxx, Xxxxxxx, XX, 00000 (CONSULTANT) and GK
Intelligent Systems, Inc., a Delaware corporation (the "Client").
Recitals
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A. CONSULTANT has numerous contacts within the financial and
securities marketplaces, and
B. CONSULTANT is willing to provide consulting services to the Client
based on the terms and conditions of the agreement.
Agreement
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NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. CONSULTANT Retained. The Client hereby retains CONSULTANT, and
CONSULTANT hereby agrees to make himself available to render advice and
reasonable assistance to the Client under the terms and conditions hereinafter
set forth.
2. Duties. During the term of this Agreement, the duties set forth
in this Section 2 shall be performed by CONSULTANT who shall be responsible
for accomplishing the following:
(a) Advise Client regarding investor relations consulting issues
that may arise as a result of contemplated client business activities
(b) Assist Client in its fund raising activities; performing due
diligence on potential funding sources
(c) Provide the Client with business development advise
3. Compensation. As compensation for CONSULTANT entering into this
Agreement and for the services to be rendered hereunder, CONSULTANT shall
receive 1,200,000 restricted shares of common stock of the Client valued at a
price of $0.06 per share.
4. Registration of Shares. The Client agrees to undertake and file a
registration statement on Form SB2 in order to register the shares issued to
Consultant under the Securities Act of 1933, and pursuant to the Blue Sky
securities laws of the State of New York. The Client agrees to undertake the
registration of said shares at such time as the Client has the necessary
capital to retain counsel to prepare and file said registration statement.
5. Expenses. CONSULTANT shall detail in writing and submit to the
Client a budget for the projected costs and expenses for each project
undertaken by CONSULTANT pursuant to Paragraph 2. Upon the approval of the
Client as to any particular project and the related budget, CONSULTANT shall
be authorized to perform or cause to be performed the work necessary for such
project and to incur costs as set forth in the budget which costs and expenses
shall be reimbursed to CONSULTANT in accordance with the Client's normal
policies, but no less frequently then monthly. In addition, CONSULTANT is
authorized to incur any other unanticipated costs and expenses associated with
such project not specifically set forth in such budget, except that any cost
in excess of $200 not already approved in a budget shall be subject to
approval by the Client, which costs and expenses will be reimbursed to
CONSULTANT in the same means as described above. The Client understands that
in some cases the provider of certain services and goods may ask for payment
in advance and for certain major disbursements, and in such case invoices from
outside providers will be sent directly to the Client.
6. Term. This Agreement shall commence on the execution date of this
Agreement and shall continue for a term of 12 months, unless terminated
earlier pursuant to Section 6 below
7. Termination. This Agreement may be terminated:
(a) By the non-breaching party if there has been a material
breach of this Agreement by the other party and such breach has not been cured
by the breaching party on or before 30 days from the date of the receipt of a
written notice of the breach with detailed description of actions constituting
alleged breach from the non-breaching party;
(b) Upon the mutual written agreement of the parties.
8. Remedies. Upon termination of this Agreement, this Agreement
shall become null and void and have no further force or effect. CONSULTANT
shall mail to the Client all documents in his possession or control concerning
the Client, as the Client shall request. If this Agreement is terminated by
reasons of the breach of any provision hereof, the non-breaching party may
pursue any and all remedies at law or in equity.
9. Accuracy of Information and Indemnification. The Client agrees to
furnish to CONSULTANT truthful and accurate information in all material
respects. The Client agrees to cooperate with CONSULTANT in the performance
of CONSULTANT's consulting services. The Client agrees to indemnify and hold
harmless CONSULTANT from any loss, liability, damages, costs and expenses
(including attorneys' and other professional fees) that CONSULTANT may incur
as a result of the Client furnishing to CONSULTANT any untruthful or
inaccurate information.
10. Nondisclosure/Nonuse of Client Information. CONSULTANT agrees
that all information provided by Client to CONSULTANT under this Agreement
shall not be disclosed or used by CONSULTANT for any purpose other than
Consultant's performance under this Agreement.
11. Confidential Information. Any written, printed, graphic, or
electronically or magnetically recorded information furnished by Client for
CONSULTANT's use is and shall remain the sole property of Client. CONSULTANT
will keep this confidential information in the strictest confidence, and will
not disclose it by any means to any person except with Client's prior written
approval, and only to the extent necessary to perform the services under this
Agreement. This prohibition also applies to CONSULTANT's employees, agents,
and subcontractors. On termination of this Agreement or request by Client,
CONSULTANT will return within two (2) days any confidential information in
CONSULTANT's possession to Client.
12. Miscellaneous
(a) Assignability. Unless otherwise agreed to in writing by
both parties hereto, the rights, obligations and benefits established by this
Agreement shall be non-assignable by either of the parties hereto and any
attempt of assignment shall be null and void and of no effect whatsoever.
(b) Relationship of the Parties. The management and employees
of CONSULTANT shall not be considered employees of the Client. Furthermore,
the parties agree that CONSULTANT shall not be deemed to be an employee,
servant, partner or joint venturer of the Client. CONSULTANT shall be
considered an independent contractor for all purposes.
(c) Entire Agreement. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof, and may
not be changed except by a writing signed by the party against whom
enforcement or discharge is sought.
(d) Waiver of Breach. The waiver by either party of a breach of
any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the other party.
(e) Construction of Language. The language used in this
Agreement shall be construed as a whole according to its fair meaning, and not
strictly for nor against either party.
(f) Captions and Headings. The paragraph headings throughout
this Agreement are for convenience and reference only, and shall in no way be
deemed to define, limit or add to the meaning of any provision of this
Agreement.
(g) State Law. This Agreement, its interpretation and its
application shall be governed by the laws of the State of Texas.
(h) Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. Execution and delivery
of this Agreement by exchange of facsimile copies bearing facsimile signature
of a party shall constitute a valid and binding execution and delivery of this
Agreement by such party. Such facsimile copies shall constitute enforceable
original documents.
(i) Costs. If this Agreement gives rise to a lawsuit or other
legal proceeding between any of the parties hereto, the prevailing party shall
be entitled to recover court costs, necessary disbursements (including expert
witnesses' fees) and reasonable attorneys' fees, in addition to any other
relief such party may be entitled.
(j) Notices and Waivers. Any notice or waiver required or
permitted to be given by the parties hereto shall be in writing and shall be
deemed to have been given, when delivered, 3 business days after being mailed
by certified or registered mail return receipt requested, when faxed during
regular business hours of the recipient and there is confirmation of receipt
with hard copy by regular mail, or when sent by prepaid full rate telegram to
the following addresses:
To CONSULTANT: To the Client:
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Z.A. Consulting LLC GK Intelligent Systems, Inc.
Xxxxx Xxxxxx, Managing Director 0000 Xxxxxxxx Xxxxx
000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000
Xxxxxxx, XX 00000
(k) Public Statements. Other than any requisite regulatory
filing or disclosure, Client will not issue any press release, or make or
authorize any other public statement, oral or written, that includes
CONSULTANT's name, the name Xxxxx Xxxxxx , or the name of any client of Xxxxx
Xxxxxx, without CONSULTANT's prior written approval, which will not be
unreasonably withheld if Client is advised such disclosure is required under
applicable securities laws.
IN WITNESS WHERE OF, the parties have executed this Agreement to be
effective as of the day and year first above written notwithstanding the
actual date of signatures.
CLIENT
GK Intelligent Systems, Inc.
2/27/04 /s/ Xxxx X. Xxxxxxx
Dated: _________________________ ____________________________________
By: Xxxx X. Xxxxxxx
Its: President and CEO
CONSULTANT
2/27/04 /s/ Xxxxx Xxxxxx
Dated: _______________________ ____________________________________
Xxxxx Xxxxxx
