Exhibit 10.6
Consulting Agreement dated as of April 1,2002 by and between Conectisys
Corporation and The N.I.R. Group, LLC
CONSULTING AGREEMENT, dated as of April 1, 2002, CONECTISYS CORPORATION a
____________corporation having an office at 00000 Xxxxxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000 (the "Company") and THE N.I.R. GROUP, LLC, a New York
limited liability company with executive offices located at 000 Xxxxx
Xxxxxx, Xxxxx X, Xxxxxxx, Xxx Xxxx 00000 (the "Consultant").
WITNESSETH:
WHEREAS, the Company, through its affiliates and principals, has extensive
experience in its areas of expertise, including, without limitation,
financial, strategic and operational consulting and other business matters;
and
WHEREAS, the Consultant has expertise in the assisting in the development
and expansion of companies such as the Company; and
WHEREAS, the Company desires to retain the services of the Consultant to
render strategic advice with respect to the development of the Company; and
WHEREAS, the Consultant wishes to render such services to the Company upon
the terms, conditions and covenants set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, and subject to the conditions contained herein, the
parties hereto hereby agree as follows:
I. Terms of Service.
Section 1.01 Duties. The Consultant will advise the Company's management,
employees, and agents with respect to the Company's field of interest and
business, and strategic and commercial matters related to the Consultant's
expertise. The Consultant will use best efforts to assist the company in
overall operational and business strategy. The Consultant will assist the
Company in structuring acquisition plans, including, without limitation,
structuring and negotiation of acquisitions and dispositions of assets.
Upon reasonable notice to the Consultant, the Company will have access to
the Consultant at reasonable times in order to discuss matters related to
the Company's business. The services to be provided by the Consultant
pursuant to the terms hereof, whether such services are performed verbally
or in writing, shall be reasonable in terms of hours per month. If no such
services are requested, the consulting fees provided for herein shall still
be paid.
Section 1.02 Term; Termination. The term (the "Term") of this Agreement
shall be three (3) months, commencing on the date hereof. In the event of
any earlier termination of this Agreement, the parties hereto agree that
the Consultant shall be entitled to the amounts otherwise due hereunder
notwithstanding such termination.
Section 1.03 Consulting Fee. In consideration of the services to be
performed hereunder, the Consultant shall receive the fee of $15,000.00 per
month in cash and 210,000 shares (together with the Cash Fee, the
"Consulting Fee") of the Company's common stock per month net of taxes,
excises and other governmental and other charges, payable monthly on the
first of each month in advance.
Section 1.04 Expenses. If the Company requests the Consultant to provide
any specific services hereunder that cause the Consultant to incur
expenses, the Company shall reimburse the Consultant for all reasonable
expenses upon presentation of expense vouchers or statements or such other
supporting information as the Company may require. However,
notwithstanding anything contained in the foregoing to the contrary, the
Consultant shall not incur any reimbursable expense in excess of $500.00
without the prior written consent of the Company.
II. Miscellaneous.
Section 2.01 No Violation of Other Agreements. Each of the parties
hereto represents and warrants that execution, delivery, or performance of
this Agreement does not conflict with, or violate the terms of, any other
agreement to which it is a party or by which it is bound.
Section 2.02 Independent Contractor; Limitation of Liability.
(a)The Consultant is an independent contractor to the Company, and nothing
herein shall be deemed to constitute the Consultant or its agents as an
employee or agent of the Company.
(b) The Company acknowledges that it remains solely responsible for the
conduct and operation of its business and that the Consultant makes no
representation or warranty and assumes no liability with respect to the
outcome or result of any particular course of action or operation of the
Company's business.
Section 2.03 Notices. Any notice provided under this Agreement shall
be in writing and shall be deemed to have been effectively given when
delivered personally, sent by private express mail service (such as Federal
Express), or sent by registered or certified mail (return receipt
requested) to the address set forth in the introductory paragraph hereof
(or to other address as any party has furnished in writing to the other
parties in accordance with the provisions of this Section 2.03).
Section 2.04 Assignment. None of the parties may assign its interest in
this Agreement or delegate its responsibilities hereunder without prior
written consent of the other party.
Section 2.05 Severability. The invalidity or unenforceability of any
particular provision of this Agreement or portion thereof shall not affect
the validity or unenforceability of any other provision thereof. If any
provision of this Agreement is adjudicated to be so broad as to be
unenforceable, it shall be interpreted to be only as broad as is
enforceable.
Section 2.06 Counterparts; Governing Law. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect
to conflict of laws.
Section 2.07 Headings. The article and section headings in this
Agreement are solely for convenience of reference and shall be given no
effect in the construction or interpretation of this Agreement.
Section 2.08 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
CONECTISYS CORPORATION
By: __________________________
Name:
Title:
THE N.I.R. GROUP, LLC
By: ___________________________
Name: Xxxxx X. Xxxxxxxx
Title: Member
