CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of December 1,
2002, between AuGRID Corp., a Nevada corporation (the "Company"), and Xxxx
Xxxxxx ("Consultant"), an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and advise the Company,
and Consultant is willing to provide such services:
NOW, THEREFORE, in consideration of the mutual undertakings contained
herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as an
independent contractor and not as an employee, to render consulting services to
the Company as hereinafter provided and Consultant hereby accepts such
engagement for a period commencing on December 1, 2002 and ending on the June 1,
2003. Consultant agrees that Consultant will not have any authority to bind or
act on behalf of the Company. Consultant shall at all times be an independent
contractor hereunder, rather than an agent, coventurer, employee or
representative of the Company. The Company hereby acknowledges and agrees that
Consultant may engage directly or indirectly in other businesses and ventures
and shall not be required to perform any services under this Agreement when, or
for such periods in which, the rendering of such services shall unduly interfere
with such other businesses and ventures, providing that such undertakings do not
completely preempt Consultant's availability during the term of this Agreement.
Neither Consultant nor his employees will be considered by reason of the
provisions of this Agreement or otherwise as being an employee of the Company or
as being entitled to participate in any health insurance, medical, pension,
bonus or similar employee benefit plans sponsored by the Company for its
employees. Consultant shall report all earnings under this Agreement in the
manner appropriate to its status as an independent contractor and shall file all
necessary reports and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this Agreement, the Company hereby
engages the Consultant, and Consultant hereby accepts the engagement, to provide
advice, analysis and recommendations (the "Services") to the Company with
respect to the following:
A. Identifying prospective strategic partners and strategic alliances;
B. Corporate planning, strategy and negotiations with potential strategic
business partners and/or other general business consulting needs as
expressed by Client;
C. Business development and business advertising, including coordinating live
events;
D. Due diligence processes and capital structures and filing issues;
E. Business strategies;
F. Corporate imaging advertising including print, online and multimedia
mediums;
G. Development of business compensation policies;
H. Periodic reporting as to developments concerning the industry which may be
relevant or of interest or concern to the Client or the Client's business;
I. Developing and managing Strategic Planning issues;
J. Providing Project Management services for various projects;
K. Assisting in the management of other outsource vendors;
L. Online content development and coordination for the Client's web presence;
M. Provide management consulting services including: analyzing historical
operational performance, reviewing operational performance of the Company
on a monthly basis, making recommendations to enhance the operational
efficiency.
N. Consulting on alternatives to enhance operational growth of the Company;
O. Coordinating corporate administrative activities.
P. Services expressly prohibited by the Client under the terms of this
Agreement include:
* Reorganizations, mergers, divestitures, and due diligence studies;
* Capital sources and the formation of financial transactions;
* Banking methods and systems;
* Guidance and assistance in available alternatives to maximize shareholder
value;
* Periodic preparation and distribution of research reports and information
to the broker/dealer and investment banking community;
* Press Release preparation and distribution.
During the term of this Agreement, Consultant shall render such consulting
services as the Company from time to time reasonably requests, which services
shall include but not be
limited to those rendered by Consultant to Company prior to the date
hereof; provided that:
(a) To the extent practicable such services shall be furnished only at such
time and places as are mutually satisfactory to the Company and Consultant;
and
(b) Consultant shall not be called upon to devote more than 10 hours in any
week in performing such services and shall not be required to perform any
services hereunder while Consultant is on vacation or suffering from an
illness.
Duties of Company
1. Subject to the terms and conditions of this Agreement, Company shall take all
actions necessary to obtain and maintain a qualification for quotation or
listing on the over the counter bulletin board, including:
2. Timely filing of all required SEC reports, including all required
financial information
3. Compliance with all existing and any proposed or new qualification or
listing requirements on the over the counter bulletin board, including but not
limited to those proposed requirements as set forth on Schedule A.
4. Company shall not enter into any binding commitments, obligations or
agreements without prior notice and opportunity to review given to Consultant.
5. Company shall promptly furnish to Consultant upon request any requested
information, written or oral, concerning the business and affairs of the
Company.
6. Company shall promptly comply with all reasonable requests of Consultant
under this Agreement.
7. Notwithstanding the provisions of this agreement, any failure of Company to
fully and completely comply with all Company's duties hereunder shall give
Consultant the right to immediately and without notice terminate this Agreement
and retain all shares issued to Consultant hereunder, which shall be deemed
fully earned by Consultant in the event of such termination. All of Company's
agreements, representations, warranties, duties and obligations under this
Agreement shall survive any such termination.
8. Time is of the essence for Company in this provision concerning
Company's Duties.
9. Compensation and Expenses. For the Services provided by the Consultant, the
Company (i) shall compensate the Consultant by delivering to the Consultant, not
later than December 1, 2002, three hundred fifty thousand (350,000) shares of
the common stock of the Company ("Common Stock") that is Freely Tradeable (as
hereinafter defined). "Freely Tradeable" means shares that may be sold at any
time by the Consultant free of any contractual or other restriction on transfer
and which have been appropriately listed or registered for such sale on all
securities markets on any shares of the Common Stock are currently so listed or
registered; and (ii) the Company shall be responsible for the payment of the
reasonable out-of-pocket costs and expenses of Consultant incurred prior to, or
on or after the date of this Agreement, in connection with its engagement under
this Agreement, including, but not limited to, reasonable fees and disbursements
of counsel for Consultant, travel and related expenses, document production and
computer database charges. The Company shall reimburse Consultant for such costs
and expenses as they are incurred, promptly after receipt of a request for
reimbursement from Consultant.
10. Successors and Assigns. This Agreement is binding upon and inures to the
benefit of the Company and its affiliates, successors and assigns and is binding
upon and inures to the benefit of Consultant and his successors and assigns;
provided that in no event shall Consultant's obligations to perform the Services
be delegated or transferred by Consultant without the prior written consent of
the Company.
11. Term. This Agreement shall commence on the date hereof and, unless sooner
terminated in accordance with the provisions of Section 6 hereof, shall expire
on June 1, 2003. However, the Agreement may be extended by mutual written
consent.
12. Termination. Either the Company or Consultant may terminate this
Agreement for material breach upon at least thirty (30) days prior written
notice specifying the nature of the breach, if such breach has not been
substantially cured within the thirty (30) day period.
13. Independent Contractor Relationship. Consultant and the Company are
independent contractors and nothing contained in this Agreement shall be
construed to place them in the relationship of partners, principal and agent,
employer/employee or joint ventures. Neither party shall have the power or right
to bind or obligate the other party, nor shall it hold itself out as having such
authority.
14. Indemnification. Company shall indemnify and hold harmless the Consultant
from and against any and all losses, damages, liabilities, reasonable attorney's
fees, court costs and expenses resulting or arising from any third-party claims,
actions, proceedings, investigations, or litigation relating to or arising from
or in connection with this Agreement, or any act or omission by Company.
15. Notice. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given (i) when delivered, if personally delivered, (ii) when sent
by facsimile transmission, when receipt therefor has been duly received, or
(iii) when mailed by United States registered mail, return receipt requested,
postage prepaid, or by recognized overnight courier, addressed set forth in the
preamble to this Agreement or to such other address as any party may have
furnished to the other in any writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.
16. Miscellaneous. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by authorized officers of each party. No waiver by either party hereto
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the internal
laws of the State of Nevada. Any controversy arising under or in relation to
this Agreement shall be settled by binding arbitration in Las Vegas, Nevada in
accordance with the laws of the State of Nevada and the rules of the American
Arbitration Association.
17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
18. Severability. If in any jurisdiction, any provision of this Agreement or its
application to any party or circumstance is restricted, prohibited or
unenforceable, such provision shall, as to such jurisdiction, be ineffective
only to the extent of such restriction, prohibition or unenforceability, without
invalidating the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or its application
to other parties or circumstances. In addition, if any one or more of the
provisions contained in this Agreement shall for any reason in any jurisdiction
be held to be excessively broad as to time, duration, geographical scope,
activity or subject, it shall be construed, by limiting and reduction it, so as
to be enforceable to the extent compatible with the applicable law of such
jurisdiction as it shall then appear. IN WITNESS WHEREOF, this Consulting
Agreement has been executed by the Company and Consultant as of the date first
written above.
AGREED TO:
Date: 12-1-02 By /s/ X.X. XXXXXXX
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X.X. Xxxxxxx/CEO
Print Name
Date: 12-1-02 By /s/ XXXX XXXXXX
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Xxxx Xxxxxx
