Consulting Agreement
This Consulting Agreement (the "Agreement") is entered into this _____
day of __________ 2003 is by and amongst Information Architects Corporation (the
"Company") and Xxxxxxx Xxxxx (the "Consultant").
WHEREAS, the Consultant is skilled in corporate financial matters,
financial strategic planning and management consulting; and
WHEREAS, the Company desires to engage the Consultant to assist the
Company in it's efforts to improve operational efficiencies, assist with the
marketing efforts, develop a strategic plan of operations and assist in
streamlining accounting operations;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms
and conditions of this Consulting Agreement.
2. Consultant shall provide the Company with ongoing consulting services
in the area of accounting, marketing, strategic planning and
organizational efficiencies. Consultant shall meet with the Company's
Officers and the Board of Directors and report upon his endeavors.
Consultant shall provide these services on an as needed basis but in no
event less frequently than at least three days per week unless advised
to the contrary by the Company. Said services to be provided either
at the Company's principle place of business or the address of the
Consultant depending upon the nature and type of services provided.
3. In order to assist the Consultant with his duties, the Company will
provide the Consultant with such information, as may be required by
Consultant. The Company will make available to Consultant copies of all
reports filed with the Securities and Exchange Commission, copies of
financial reports and projections, strategic plans and such other
reports as may be necessary in order for the Consultant to carry out
Consultant's responsibilities.
4. This Agreement shall be for a term commencing on the date of execution
by the last signatory and continuing until September 3, 2004.
5. In consideration of the services to be provided, the Consultant shall
receive a fee of three million (3,000,000) shares of the Company's
common stock.
6. The Company will register these shares pursuant to a registration
statement on Form S-8.
7. During the term of this Agreement, each party may have access to trade
secrets, know how, formulae, customer and price lists, all of which are
valuable, special, proprietary and unique assets of each. The parties
agree that all knowledge and information which each other shall acquire
during the term of the Agreement shall be held in trust and in a
fiduciary capacity for the sole benefit of the other party, it's
successors and assigns, and each agrees not to publish or divulge
either during the term of this Agreement or subsequent thereto,
knowledge of any technical or confidential information acquired during
the term of this Agreement.
At the termination of this Agreement, or at any other time,
either party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating, directly or indirectly, to
any confidential information made or compiled by, or delivered or
made available to or otherwise obtained by the respective parties.
However, the foregoing provision shall not prohibit the
Consultant from engaging in any work at any time following his
termination of this Agreement that does not conflict with the
terms of this Agreement.
8. This Agreement may be terminated for "Proper Cause" prior to the
expiration of its stated term in the sole and absolute discretion of
either party. As used in the Agreement "Proper Clause" shall be
limited to:
Conviction of Civil or Criminal Fraud or a Felony. Such
termination shall not prejudice any other remedy to which
either party may be entitled either at law, in equity or under
this Agreement.
9. Except as otherwise provided herein, any notice or other communication
to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have given or
delivered when deposited in the United States Mail, registered or
certified, and with proper postage and registration or certification
fees prepaid, addressed at their principal place of business or to such
other address as may be designated by either party in writing.
10. The Agreement shall be governed by and interpreted pursuant to the laws
of the state of Nevada by entering into this Agreement, the parties
agree to the jurisdiction of the Nevada courts with the venue in Nevada.
In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's
fees.
11. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and
it shall not be necessary, in making proof of this Agreement to produce
or account for more than one counterpart.
12. Nothing contained herein shall be construed as creating a joint venture
or partnership arrangement between Consultant and the Company.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
seals the day and year first above written.
CONSULTANT: COMPANY:
Xxxxxxx Xxxxx Information Architects Corporation
/s/ Xxxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxxx, CEO
