AGREEMENT is to be effective as of the October 28, 2005 by and between
Prestige Procurement and Networking Services Co., Ltd., maintaining its
principal offices at Xxxxx 00 Xxxxxxx Xxxx Tower 179/114-116 South Sathorn
Road, Yannawa, Bangkok Thailand, and in Hong Kong ( hereinafter referred to as
Prestige Asia ) and M Power Entertainment Inc. 000 Xxxx Xxxxxx Xxxxx, Xxxxxx
Xxxxx Xxx Xxxx, XX 00000 United States of America Tel. 000-000-0000, Fax.
000-000-0000, ( hereinafter referred to as "Client").
W I T N E S E T H :
WHEREAS, Prestige Asia is engaged in the business of providing and rendering
public relations and communications services and has knowledge, expertise and
personnel to render the requisite services to Client; and
WHEREAS, Client is desirous of retaining Prestige Asia for the purpose of
retaining public relations and corporate communication services so as to
better, more fully and more effectively deal and communicate with its
shareholders and the investment banking community.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
and agreements contained herein, it is agreed as follows:
Engagement of Prestige Asia. Client herewith engages Prestige Asia and
Prestige Asia agrees to render to Client public relations, communications,
advisory and consulting services.
A. The consulting services to be provided by Prestige Asia shall
include, but are not limited to, the development, implementation and
maintenance of an ongoing program to increase the investment community's
awareness of client's activities and stimulate the investment community's
interest in Client. Client acknowledges that Prestige Asia's ability to relate
information regarding Client's activities is directly related to the
information provided by Client to Prestige Asia.
B. Client acknowledges that Prestige Asia will devote such time as is
reasonably necessary to perform the services for client, having due regard for
Prestige Asia's commitments and obligations to other business for which it
performs consulting services.
Term and Termination. This Agreement shall be a period of four (4) months
commencing on the effective date hereof. If the client does not cancel the
contract during the term, the contract will automatically be extended for an
additional three (3) months.
Treatment of Confidential Information. Company shall not disclose, without the
consent of Client, any financial and business information concerning the
business, affairs, plans and programs of Client which are delivered by Client
to Prestige Asia in connection with Prestige Asia's services hereunder,
provided such information is plainly and prominently marked in writing by
Client as being confidential (the "Confidential Information"). Prestige Asia
will not bound by foregoing limitation in the event (i) the Confidential
Information is otherwise disseminated and becomes public information or (ii)
Prestige Asia is required to disclose the Confidential Information pursuant to
a subpoena or other judicial order.
Representation by Prestige Asia of Other Clients. Client acknowledges and
consents to Prestige Asia rendering public relations, consulting and/or
communications services to other clients of Prestige Asia engaged in the same
or similar business as that of Client.
Indemnification by Client as to information Provided to Prestige Asia. Client
acknowledges that Prestige Asia, in the performance of its duties, will be
required to rely upon the accuracy and completeness of information
supplied to it by Client's officers, directors, agents and/or employees.
Client agrees to indemnity, hold harmless and defend Prestige Asia, its
officers, agents and/or employees from any proceeding or suit which arises out
of or is due to the inaccuracy or incompleteness of any material or
information supplied by Client to Prestige Asia.
Independent Contractor. It is expressly agreed that Prestige Asia is acting as
an independent contractor in performing its services hereunder. Client shall
carry no workers compensation insurance or any health or accident insurance on
Prestige Asia or consultant's employees. Client shall not pay any
contributions to social security, unemployment insurance, Federal or state
withholding taxes nor provide any other contributions or benefits that might
be customary in an employer-employee relationship.
Non-Assignment. This agreement shall not be assigned by either party without
the written consent of the other party.
Compensation. Paid for by Knightsbridge Services in Full.
Notices. Any notice to be given by either party to the other hereunder shall
be sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to such party at the address specified on the
first page of this Agreement or such other address as either party may have
given to the other in writing.
Modification and Waiver. This Agreement may not be altered or modified except
by writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver.
Entire Agreement. This writing constitutes the entire Agreement between the
parties. This agreement can only be modified by a written contract signed by
both parties. In the event that any party brings suit to enforce any part of
this Agreement shall be interpreted according to the laws of the state of
California. By signing below all parties agree they have the authority to bind
their respective companies.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
PRESTIGE ASIA
/s/ Xxxxx Kheffe 10/31/2005
By:___________________________ Date:_________________________________
Mr. Shaan Kheffe
Director
/s/ Sutida Suwunnavid 10/31/2005
By:___________________________ Date:_________________________________
Ms. Sutida Suwunnavid
President
M Power Entertainment Inc.
/s/ Xxxx X. Xxxxxxx 10/31/2005
By:__________________________ Date:_________________________________
Xxxx X. Xxxxxxx
Chairman, President, CEO
