ACCESSKEY IP CONSULTING AGREEMENT
EXHIBIT
10.15
ACCESSKEY
IP
This
Consulting Agreement (this "Agreement"), made and entered into as of this 22nd
day of May, 2007 by and between AccessKey IP Inc (the "Company") and Xxxxx
Xxxxxxxx, an individual (the "Consultant").
RECITALS
WHEREAS,
the Company wishes to engage the consulting services of Consultant; and WHEREAS,
consultant wishes to provide the Company with consulting
services.
NOW,
THEREFORE, in consideration of the mutual promises herein contained, the parties
hereto hereby agree as follows:
1.
CONSULTING SERVICES
The
Company hereby authorizes, appoints and engages the Consultant to perform the
following services in accordance with the terms and conditions set forth in this
Agreement:
The Consultant
will assist in the business development of
the Company, including but not limited to
ongoing business activities, Technology, Product Design, Information Services
and other services as requested by Company.
2. TERM
OF AGREEMENT
This
Agreement shall be in full force and effect as June 1, 2007 and shall remain in
effect until cancelled by either party with 30 day notice.
3. COMPENSATION
TO CONSULTANT
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A.
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The
Company shall pay to Consultant Eleven Thousand dollars ($11,000) monthly
paid on the 15th
and 30th
of each month (in arrears) based on services performed during his term of
service.
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B.
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Stock
Options, Bonuses and Incentives (as well as any other benefits) will be
included as they apply to others in “like” capacity and will be
performance based.
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C.
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Consultant
shall be reimbursed for all authorized Company related
expenses.
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D.
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Employee
status shall be considered at such time as the Company becomes cash
positive.
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4. REPRESENTATIONS
AND WARRANTIES OF CONSULTANT
Consultant
represents and warrants to and agrees with the Company that:
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a.
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This
Agreement has been duly authorized, executed and delivered by Consultant.
This Agreement constitutes the valid, legal and binding obligation of
Consultant, enforceable in accordance with its terms, except as rights to
indemnity hereunder may be limited by applicable federal or state
securities laws, and except as such enforceability maybe limited by
bankruptcy, insolvency, reorganization or similar laws affecting
creditor's rights
generally.
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b.
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The
consummation of the transactions contemplated hereby will not result in
any breach of the terms or conditions of, or constitute a default under,
any agreement or other instrument to which Consultant is a party, or
violate any order, applicable to Consultant, of any court or federal or
state regulatory body or administrative agency having jurisdiction over
Consultant or over any of its
property
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c.
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The
parties hereto acknowledge and agree that the Company shall have the right
to refuse any course of action proposed by Consultant and to refuse any
customer or sale identified by Consultant or any other
source.
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5.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The
Company, hereby represents, warrants, covenants to and agrees with Consultant
that:
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a.
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This
agreement has been duly authorized, and executed be the Company. This
agreement constitutes the valid, legal and binding obligations of the
Company, enforceable in accordance with its terms, except as rights to
indemnity hereunder may be limited by applicable federal or state
securities laws, except in each case as such enforceability my e limited
by bankruptcy, insolvency, reorganization or similar laws affecting
creditor’s rights
generally.
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b.
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There
is not now pending or, to the knowledge of the Company, threatened, any
action, suit or proceeding to which the Company is a party before or by
any court or governmental agency or body which might result in a material
adverse change in the financial condition of the Company. The performance
of this Agreement and the consummation of the transactions contemplated
hereby will not result in a breach of the terms or conditions of, or
constitute a default under, any statute, indenture, mortgage or other
material Agreement or instrument to which the Company is a party, or
violate any order, applicable to the Company, or governmental agency
having jurisdiction over the Company or over any of its
property.
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6.
INDEPENDENT
CONTRACTOR
Both the
Company and the Consultant agree that the Consultant will act as an independent
contractor in the performance of his duties under this Agreement. Nothing
contained in this Agreement shall be construed to imply that Consultant, or any
employee, agent or other authorized representative of Consultant, is a partner,
joint venturer, agent, officer or employee of the Company. Neither party hereto
shall have any authority to bind the other in any respect vis a vis any third
party, it being intended that each shall remain an independent contractor and
responsible only for its own actions.
7. ASSIGNMENT
This
contract shall inure to the benefit of the parties hereto, their heirs,
administrators and successors in interest. This Agreement shall not be
assignable by either party hereto without the prior written consent of the
other.
8.
CHOICE OF LAW AND VENUE
This
Agreement and the rights of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of New Mexico including all
matters of construction, validity, performance, and enforcement and without
giving effect to the principles of conflict of laws. Any action brought by any
party hereto shall be brought within the State of New Mexico, County of
Bernalillo.
9.
NONDISCLOSURE
Each
party hereto agrees to keep the terms of this Agreement and the transactions
contemplated hereby as
confidential and shall not disclose such information to any third party, other
than professional advisors utilized to negotiate and consummate the transactions
contemplated hereby. The parties hereto agree that in the event there is a
breach of the foregoing confidentiality provision, the damage to the parties
hereto would be difficult to estimate and as a result, in the event of such a
breach, the non-breaching party, in addition to any and all other remedies
allowed by law, would be entitled to injunctive relief enjoining the actions of
the breaching party.
10.
SEVERABILITY
If any
provision of this Agreement is unenforceable, invalid, or violates applicable
law, such provision, or unenforceable portion of such provision, shall be deemed
stricken and shall not affect the enforceability of any other provisions of this
Agreement.
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11.
CAPTIONS
The
captions in this Agreement are inserted only as a matter of convenience and for
reference and shall not be deemed to define, limit, enlarge, or describe the
scope of this Agreement or the relationship of the parties, and shall not affect
this Agreement Or the construction of any provisions herein.
12.
COUNTERPARTS
This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.
13.
MODIFICATION
No
change, modification, addition, or amendment to this Agreement shall be valid
unless in writing and signed by all parties hereto.
14.
ATTORNEYS FEES
Except as
otherwise provided herein, if a dispute should arise between the parties
including, but not limited to arbitration, the prevailing party shall be
reimbursed by the non-prevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the
effective date.
| /s/ Xxxxx X. Xxxxxx | /s/ Xxxxx Xxxxxxxx |
| Xxxxx X. Xxxxxx, CFO | Xxxxx Xxxxxxxx, Consultant |
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