CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective
the date it is signed by the last to sign as set forth below by and between
XXXXX XXXXXXX (the "Consultant") whose principal place of business is, Houston,
Texas and AuGRID Corporation (the "Client") whose principal office address is
0000 X 00xx Xxxxxx - XX Xxxxx, Xxxxxxxxx, Xxxx 00000
WHEREAS, Client is engaged in the business of high-tech flat panel devices;
and
WHEREAS, Consultant is in the business of providing services for
corporations in order to expand product lines, markets and product distribution
globally with such companies in need; and
WHEREAS, the Client deems it to be in its best interest to retain
Consultant to render to the Client services as may be needed; and
WHEREAS, Consultant is ready, willing and able to render such consulting
and advisory services to the Client as hereinafter described on the terms and
conditions more fully set forth below, the parties hereby agree:
1. CONSULTING SERVICES. The Client hereby retains the Consultant as an
independent business consultant to the Client, and the Consultant hereby accepts
and agrees to such retention. The Consultant shall render to the Client the
services as set forth in Exhibit "A" attached hereto and by reference
incorporated herein.
It is acknowledged and agreed by the client that Consultant carries no
professional licenses, and is not agreeing to act as a market-maker or render
legal advice, perform accounting services, nor act as an investment advisor or
broker-dealer within the meaning of applicable state and federal securities
laws. It is further acknowledged and agreed by the Client that the services to
be provided to the Client hereunder are presently not contemplated to be
rendered in connection with the offer and sale of Securities to the public in a
capital raising transaction, although Client may request services of Consultant
upon that subject. The Consultant shall not be required to serve Client
exclusively, nor shall Consultant be required to render any specific number of
hours or assign specific personnel to the Client or its projects.
2. INDEPENDENT CONTRACTOR The parties agree that Consultant shall be an
independent contractor in the performance of his duties hereunder. Nothing
contained herein shall be considered as creating an employer-employee
relationship between the parties to this Agreement. The Client shall not make
social security, workers* compensation or unemployment insurance payments on
behalf of Consultant. The parties hereto acknowledge and agree that Consultant
cannot guarantee the results or effectiveness of any of the services rendered or
to be rendered by Consultant hereunder. Rather, Consultant shall conduct his
operations and provide his services in a professional manner and in accordance
with good industry practice. Consultant will use his best efforts but does not
promise results.
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3. TIME. PLACE AND MANNER OF PERFORMANCE. The Consultant shall be available
for advice and counsel to the officers and directors of the Client at such
reasonable and convenient times and places as may be mutually agreed upon.
Except as aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time to be allocated by the Consultant to any
specific service, shall be determined at the sole discretion of the Consultant
4 TERM OF AGREEMENT. This agreement has no specific term. It is
contemplated that the agreement shall endure for the length of time to complete
the services described in Exhibit "A".
5. COMPENSATION AND EXPENSES. As consideration for the services to be
provided for the Client by the Consultant, as fully set forth in Exhibit "A".
The Client agrees to compensate Consultant as set forth in Exhibit "B".
Consultant shall be solely responsible for all expenses and disbursements
anticipated to be made in connection with its performance under this Agreement.
6. DUTIES AND OBLIGATIONS OF CLIENT.
(a) Client shall furnish to Consultant such current information and data
as necessary for Consultant to effectively complete the project defined in
Schedule "A", and afford a sound basis its advice to the Client, and shall
provide such current information on a regular basis.
(b) Client shall be responsible for advising Consultant of any
information or facts which would affect the accuracy of any prior data and
information to Consultant.
7. TERMINATION
(a) Without cause, Consultant*s relationship with the Client hereunder
may be terminated at any time by mutual written agreement of the parties hereto.
(b) Without cause, this Agreement shall terminate upon the dissolution,
bankruptcy or insolvency of the Client.
(c) For cause, and without excusing the Client*s obligations under
Section 5 above, Consultant shall have the right and option to terminate this
Agreement should the Client violate any law, ordinance, permit or regulation of
any governmental authority, except for violations which either singularly or in
the aggregate do not have or will not have a material adverse effect on the
operations of the Client.
(d) For cause, this Agreement may be terminated by either party for
default of the other party hereto, after giving written notice to the other
party specifically detailing all and any event(s) of default if the party in
default fails to cure such default within fifteen (15) days after such written
notice.
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8. WORK PRODUCT. It is agreed that all information and materials produced
for the Client shall be the property of the Consultant, free and clear of all
claims thereto by the Client, and the Client shall retain no claim for
authorship therein.
9. CONFIDENTIALITY. The Consultant recognizes and acknowledges that it has
and will have access to certain confidential information of the Client and its
affiliates. The Consultant will not, during the term of the Agreement disclose,
without the prior written consent or authorization of the Client, any such
information to any person and or any organization, for any reason or purpose
whatsoever. In this regard, the Client agrees that such authorization or consent
to disclose may be conditioned upon the disclosure being made pursuant to a
secrecy agreement, protective order, provision of statute, rule, regulation or
procedure under which the confidentiality of the information is maintained in
the hands of the person to whom the information is to be disclosed or in
compliance with the terms of a judicial order or administration process. All
information is deemed confidential.
10. CONFLICT OF INTEREST. The Consultant shall be free to perform services
for other persons. The Consultant will notify the Client of its performance of
consultant services for any other person, which could conflict with its
obligations under this Agreement, whereupon Client shall either consent or
object to such outside consulting activities by the Consultant; a failure to
object or to terminate this Agreement, within seven (7) days of receipt of
written notice of conflict, shall constitute the Clients' ongoing consent to the
Consultant's outside consulting services.
11. DISCLAIMER OF RESPONSIBILITY FOR ACTS OF THE CLIENT. The obligations of
Consultant described in this Agreement consist solely of the furnishing of
information and advice to the Client in the form of services. In no event shall
Consultant be required by this Agreement to represent or make management
decisions for the Client. All final decisions with respect to acts and omissions
of the Client or any affiliates and subsidiaries, shall be those of the Client
or such affiliates and subsidiaries, and Consultant shall under no circumstances
be liable for any expense incurred or loss suffered byte Client as a consequence
of such acts or omissions.
12. INDEMNIFICATION. The Client shall protect, defend, indemnify and hold
Consultant and its assigns and attorneys, accountants, employees, officers and
directors harmless from and against all losses, liabilities, damages, judgments,
claims, counterclaims, demands, actions, proceedings costs and expenses
(including reasonable attorney fees) of every kind and character resulting from,
relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of
any representation, warranty, covenant or agreement made by the Client; or (b)
any legal action, including any counterclaim, based on any representation,
warranty, covenant or agreement made by the Client herein; or negligence or
willful misconduct by the Client.
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13. NOTICES. Any notices required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered or sent by:
(a) Registered or Certified Mail to the principal office of
the other party, postage prepaid with return receipt requested deposited in a
proper receptacle of the United States Postal Service or its successors. Said
notice shall be addressed to the intended recipient. A written notice sent in
conformity with this provision shall be deemed delivered as of the date shown
"delivered" on the return receipt; or
(b) If transmitted by Prepaid Telegram or by Telephone
Facsimile Transmission if receipt is acknowledged by the addressee or its fax
machine confirmation Notice so transmitted by telegram or facsimile transmission
shall be effective only if receipt of transmission is acknowledged by an
appropriate machine or written confirmation, and such notice shall be deemed
effective on the next business day after transmission or
(c) Notice given in any other manner shall be effective only
if proven to have been received by the addressee. For purpose of notice, the
address of each party shall be the address set forth above; Provided, however,
that each party shall have the right to change its address for notices hereunder
to another location(s) within the continental United States by giving 30 days*
written notice to the other party in the manner set forth herein.
14. WAIVER OF BREACH. Any 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 any party.
15. ASSIGNMENT. This Agreement and the rights and obligations of the
Consultant hereunder shall not be assignable without the written consent of the
Client.
16. APPLICABLE LAW. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Texas and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this Agreement the laws of the State of Texas shall be applicable and shall
govern to the exclusion of the law of any other forum, without regard to the
jurisdiction on which any action or special proceeding may be instituted.
17. SEVERABILITY. All Agreements and covenants contained herein are
severable, and in the event any of them shall be held to be invalid by any
competent court, the Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein.
18. ENTIRE AGREEMENT, This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supercedes and replaces all prior
understandings agreements, representations and negotiations between the parties.
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19. WAIVER AND MODIFICATION. Any waiver, alteration, or modification of any
of the provisions of this Agreement shalt be valid only if made in writing and
signed by the parties hereto. Each party hereto, may waive any of its rights
hereunder without effecting a waiver with respect to any subsequent occurrences
or transactions.
20. BINDING ARBITRATION. As concluded by the parties hereto, any
controversy between the parties hereto involving any dispute or claim by,
through or under, or the construction or application of any terms, covenants, or
conditions of, this agreement, shall on the written request of one party served
upon the other, be submitted to arbitration, and such arbitration shall comply
with and be governed by the provisions of the Federal Arbitration Act as it may
be amended; Provided that Arbitration shall be conducted in Xxxxxx County, Texas
and be conducted by the American Arbitration Association ("AAA"). The FAA rules
shall apply, and the AAA rules shall apply if not in conflict with the FAA
rules. All evidence shall be subject to the Federal Rules of Civil Evidence.
There will be three (3) Arbiters, one to be selected by Client and one to be
selected by Consultant. The two selected Arbiters will select a third Arbiter
who will be an attorney or former judge having been licensed for at least 5
years as an attorney in Texas; and who shall be the administrator of the panel.
21. COUNTERPARTS AND FACSIMILE SIGNATURE. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such party. Such
facsimile copies shall constitute enforceable original documents.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, effective as of this 6th day of February, 2003.
CLIENT CONSULTANT
AuGRID Corporation
By: /s/ XX XXXXXXX /s/ XXXXX XXXXXXX
-------------- -------------
XX Xxxxxxx, PRESIDENT XXXXX XXXXXXX
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"EXHIBIT A"
Consultant shall provide services to Client as an independent consultant.
Consultant shall assist the Client in the areas of product development,
awareness and distribution in addition to public awareness and marketing,
seeking and creating relationships with other organizations for growth and sale
of high-tech flat panel devices as well as home theatre/ audio equipment, upon
terms acceptable to Client, as well as seeking out contracts to enhance new
product line exposure. The Consultant shall make himself make available to
consult with the board of directors and officers and representatives of Client
at reasonable times concerning matters pertaining to the overall performance of
its duties hereunder, and actions necessary thereto on the part of Client.
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"EXHIBIT B"
Client shall compensate Consultant for the services rendered by consultant
under this agreement, as follows:
Shares of common stock of the company, the number agreed upon to be
registered in an S8 filing. The initial share amount to be 5,500,000 shares.
Additional shares and or compensation to be negotiated.
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