BUSINESS CONSULTANT AGREEMENT
Exhibit
10.12
THIS AGREEMENT dated March 15,
2009 is made:
BETWEEN:
American Xxxxx-Xxxxxx,
Inc.
0000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx,
Xxxxxxxxxxxxx
XXX,
00000
(referred
to as the “Company")
AND:
Bakerview
Investor Relations, Inc.
000 Xxxxx
Xxxxxx Xxxxx
Xxxxxx,
Xxxxxxxxxx
XXX,
00000
(referred
to as “Consultant")
1. Consultation
Services
The
Company hereby engages the Consultant to perform the following services in
accordance with the terms and conditions set forth in this Agreement: The
Consultant will consult with the officers and employees of the Company
concerning matters relating to marketing and investor relation
services.
2. Terms of
Agreement.
The term
of this Agreement will commence March 15, 2009 and will continue until March 14,
2010. Either party may terminate this Agreement by giving the other
party ninety (90) days written notice delivered by registered mail or confirmed
email.
3. Place Where Services Will Be
Rendered
The
Consultant will perform most services in accordance with this Agreement at 000
Xxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx or such other address that is acceptable
to both parties. In addition, the Consultant will perform services on
the telephone and at such other places as designated by the Company to perform
these services in accordance with this Agreement.
4. Payment to
Consultant
The
Consultant will be paid in advance on the 1st day of each month at the rate of
Seven Thousand Five Hundred Dollars in US funds (US$7,500.00) per month for work
performed in accordance with this Agreement; Provided that the Consultant issues
an invoice to the Company on or before the first day of each month of the term.
The Company will reimburse the Consultant for all disbursements, including
travel, accommodation, printing, postage, long distance telephone charges and
other related costs, reasonably incurred by the Consultant for the purpose of
the provision of the Consultant’s services to the Company within 10 days of
having received written receipts in respect of this disbursements, providing
that any such disbursement exceeding $500.00 must have been approved by the
Company in advance of its having been incurred; and providing further that the
disbursements must be submitted once a month and will only be reimbursed once a
month. The Consultant has the right to ask the Company for an advance payment,
if appropriate, to pay for certain disbursements that have been pre-approved by
the Company.
5. Independent
Contractor
Both the
Company and the Consultant agree that the Consultant will at all times act as an
independent contractor in the performance of its duties under this Contract.
Accordingly, the Consultant shall be solely responsible for payment of all taxes
including Federal, State and local taxes arising out of the Consultant's
activities in accordance with this Agreement, including by way of illustration
but not limitation, Federal and State income tax, business tax, and any other
taxes or business license fees as may be required to be paid.
6. Confidential
Information and Non-Competition
The
Consultant agrees that any information received by the Consultant or Xxxxxxxx X.
Xxxx during the performance of the Consultant's obligations pursuant to this
Agreement or otherwise, regarding the business, financial, technological or
other any other affairs of the Company or its personnel will be maintained by
the Consultant and Xxxxxxxx X. Xxxx as strictly confidential and will not be
revealed by the Consultant or Xxxxxxxx X. Xxxx to any other persons, firms,
organizations or other entities whatsoever. This covenant shall
survive the termination of this Agreement.
The
Consultant agrees that during the term of this Agreement and thereafter, it and
Xxxxxxxx X. Xxxx will not compete or attempt to compete with the business or
technology of the Company or in any other respects whatsoever.
7. Employment of
Others
The
Company may from time to time request that the Consultant arrange for the
services of others. All costs to the Consultant for those services will be paid
by the Company but in no event shall the Consultant engage the services of
others without first obtaining the written authorization of the
Company.
8. Signatures
Both the
Company and the Consultant agree to the above Contract.
9. Entire
Agreement
This
agreement contains the entire agreement between the parties hereto with respect
to the Consultants employment or engagement by the Company and supersedes any
prior oral or written agreements or understandings with respect
thereto.
10. Notices.
All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be delivered personally, sent by recognized overnight courier
or sent by registered or certified mail, return receipt requested, to the other
parties hereto at his or its address as set forth above, and shall be deemed
given when delivered, or if sent by registered or certified mail, five (5) days
after mailing. Any party may change the address to which notices,
requests, demands, and other communications hereunder shall be sent by sending
written notice of such change of address to the other parties in the manner
above provided.
11. Successors and
Assigns.
Subject
to terms of Paragraph 7, this Agreement shall inure to the benefit of, and be
binding upon, the successors and assigns of the party hereto.
12. Amendment.
No
amendment of any provision of the Agreement, or consent to any departure
therefrom, shall be effective unless the same be in writing signed by the
parties.
13. Waiver.
The
waiver by the Company of any breach of any term or conditions of this Agreement
shall not be deemed to constitute the waiver of any other breach of the same or
any other term or condition hereof.
14. Severability.
Each of
the terms and provisions of this Agreement is to be deemed severable in whole or
in part and, if any term or provision or the application thereof in any
circumstances should be invalid, illegal or unenforceable, the remaining terms
and provisions or the application of such term or provision to circumstances
other than those as to which it is held invalid, illegal or unenforceable shall
not be affected thereby and shall remain in full force and effect.
15. Governing
Law.
This
agreement and the enforcement thereof shall be governed and controlled in all
aspect by the laws of the State of Delaware.
16. Counterparts.
This
Agreement may be executed in several counterparts and all so executed shall
constitute one agreement binding on all the parties hereto, notwithstanding that
all the parties are not signatories to the original or the same
counterpart.
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American
Xxxxx-Xxxxxx, Inc.
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Xxxx
X. Xxxxxx, President
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Bakerview
Investor Relations, Inc.
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Xxxxxxxx
X. Xxxx, President
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