ACQUISITION MEDIA, INC.
#388 - 000 Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx, XXX 00000 Tel: 000-000-0000
Fax: 000-000-0000
BUSINESS CONSULTING SERVICES AGREEMENT
THIS BUSINESS CONSULTING SERVICES AGREEMENT ("Agreement") is made and
entered into in duplicate and shall be effective on October 1, 2002
("Effective Date"), by and between ACQUISITION MEDIA, INC.
("Corporation" or "Company"), and Xxxxx X. Dear ("Consultant") whose
address is Suite 508 - 4438 Xxxx 00xx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0 Xxxxxx.
RECITALS
A. It is the desire of the Corporation to engage the services of the
Consultant to consult with the Corporation regarding certain
opportunities available to the Corporation and other relevant
matters relating to the business of the Corporation;
B. Consultant has experience in development stage enterprises and has
developed relationships, which could benefit the Corporation;
C. It is the desire of the Consultant to so consult with the Board of
Directors of the Corporation ("Board") and the officers of the
Corporation concerning those matters;
D. Corporation and Consultant specifically agree that the services
provided by Consultant will not relate to or involve, in any way,
promoting the Corporation's stock, assisting the Corporation in
raising investment funds or any other activities which prevent the
use of a Registration Statement on Form S-8 to register the
compensation provided for under Section 5 of this Agreement;
E. The Consultant is willing to accept such engagement, on the terms
set forth in this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND
UNDERTAKINGS HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY,
THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:
1. Term of Agreement. The respective duties and obligations of the
parties shall commence on the Effective Date and shall continue
until and terminated exactly nine (9) months after the Effective
Date.
2. Consultant's Engagement.
a) The Consultant shall advise and consult with the Company's
Board of Directors and Executive Officers, at reasonable times,
regarding the Company's merger and acquisition strategies,
including the evaluation of targets and restructuring of
transactions;
b) The Consultant shall seek strategic partners to deliver
technical, production and marketing assistance to the Company;
c) Subject to executive and board approval, the Consultant shall
seek to recommend new Executive Officers and/or Board Members,
to assist in the execution of the Company's business.
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ACQUISITION MEDIA, INC.
#388 - 000 Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx, XXX 00000 Tel: 000-000-0000
Fax: 000-000-0000
3. Management Power of Consultant. The business affairs of the
Corporation and the operation of business of the Corporation shall
be conducted by the officers and administrative staff and employees
of the Corporation. It is the intention of the Corporation not to
confer on the Consultant, and the Consultant shall not have, any
power of direction, management, supervision or control of the
administrative staff or other employees of the Corporation or to
otherwise be involved with the management of the business of the
Corporation.
4. Authority to Contract. The Consultant shall have no power to, and
the Consultant shall not, obligate the Corporation in any manner
whatsoever to any contract, agreement, undertaking, commitment or
other obligation.
5. Compensation. For the performance of the services to be rendered to
the Corporation pursuant to the provisions of this Agreement, the
Consultant shall receive from the Corporation 285,000 shares of the
Corporation's common stock. The Company shall prepare and file a
Registration Statement or Form S-8 with the S.E.C. for purposes of
registering the S-8 shares under the Securities Act of 1933, as
amended.
6. Services of Consultant Not Exclusive. The Consultant may represent,
perform services for, and be employed by, any additional persons as
the Consultant, in the Consultant's sole discretion, determines to
be necessary or appropriate.
7. Confidential Information and Company Documents. The Service
Provider shall not, during the term of this Agreement, nor at any
time thereafter:
a) divulge or communicate Confidential Information to any person,
company, business entity or other organization;
b) use for its own purposes or for any purposes other than those
on behalf of the Company, or through any failure to exercise due
care and diligence, cause any unauthorized disclosure of, any
trade secrets or Confidential Information relating to the
Company and its clients. These restrictions shall cease to apply
to any information, which is or becomes generally available to
the public other than as a result of any act or default on the
part of the Service Provider.
"Confidential Information" shall include any information relating to
the Company, its subsidiaries, its clients, suppliers and their terms
of business, details of customers, marketing plans and sales forecasts,
financial information, results and forecasts (to the extent that these
are not included in published audited accounts), details of employees
and officers and of the remuneration and benefits paid to them,
information relating to research activities, investors, secret
processes, designs, formulae and product lines, any information which
the Service Provider is told in confidence by customers, suppliers or
other persons.
Any notes, memoranda, records, lists of customers and suppliers and
employees, correspondence, documents, computers an other disk and tape,
data listing, codes, designs and drawings and other documents and
material whatsoever (whether made or created by the Service Provider or
otherwise) relating to business of the Company (and any copies of the
same) and which have come into the possession of the Service Provider
in relation to this Agreement:
a) Shall be and remain the property of the Company, and ;
b) Shall be surrendered by the Service Provider on demand.
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ACQUISITION MEDIA, INC.
#388 - 000 Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx, XXX 00000 Tel: 000-000-0000
Fax: 000-000-0000
Upon termination of this Agreement the Service Provider shall deliver
up to the Company all Confidential Information and any copies (however
stores) and in relation thereto, and any other property belonging to
the Company which is in the Service Provider's possession.
8. Relationship Created. The Consultant is not an employee of the
Corporation for any purpose whatsoever, but is an independent
contractor. The Consultant is not, by virtue of this Agreement, and
shall for any purpose be deemed to be hereunder, an officer,
employee, agent or affiliate of the Company. The services to be
rendered by the Consultant pursuant to this Agreement, do not
include the services or activities of an "investment adviser", as
that term is defined by U.S./ Canadian, federal state, or
provincial laws, and in performing services under this Agreement,
the Consultant shall not be deemed to be an "investment adviser"
under such laws. The Corporation is interested only in the results
obtained by the Consultant, who shall have the sole and exclusive
control of the manner and means of performing pursuant to this
Agreement. The Corporation shall not have the right to require the
Consultant to collect accounts, investigate customer or shareholder
complaints, attend meetings, periodically report to the
Corporation, follow prescribed itineraries, keep records of
business transacted, make adjustments, conform to particular
policies of the Corporation, or do anything else which would
jeopardize the relationship of independent contractor between the
Corporation and the Consultant. All expenses and disbursements,
including, but not limited to, those for travel and maintenance,
entertainment, office, clerical and general administrative
expenses, that may be incurred by the Consultant in connection with
this Agreement shall be borne and paid wholly and completely by the
Consultant, and the Corporation shall not be in any way responsible
or liable therefore.
9. Indemnification. Each party shall save the other party harmless
from and against and shall indemnify the other party for any
liability, loss, costs, expenses, or damages however caused by
reason of any injury (whether to body, property, or personal or
business character or reputation) sustained by any person or to any
person or to property by reason of any act, neglect, default, or
omission of such party or any of such party's agents, employees, or
other representatives, and, such party shall pay any and all
amounts to be paid or discharged in case of an action or any such
liability less costs, expenses, or damages. If either party is sued
in any court for damages by reason of any of the acts of the other
party referred to in this Paragraph 8, such other party shall
defend said action (or cause same to be defended) at such other
party's own expense and shall pay and discharge any judgment that
may be rendered in any such action; if such other party fails or
neglects to so defend in said action, the party sued may defend the
same and any expenses, including reasonable attorneys' fees, which
such party may pay or incur in defending said action and the amount
of any judgment which such party may be required to pay as a result
of said action shall be promptly reimbursed upon demand.
10. Governmental Rules and Regulations. The provisions of this
Agreement are subject to any and all present and future orders,
rules and regulations of any duly constituted authority having
jurisdiction of the relationship and transactions contemplated by
the provisions of this Agreement.
11. Entire Agreement. This Agreement is the final written expression
and the complete and exclusive statement of all the agreements,
conditions, promises, representations, warranties and covenants
between the parties with respect to the subject matter of this
Agreement, and this Agreement supersedes all prior or
contemporaneous agreements, negotiations, representations,
warranties, covenants, understandings and discussions by and
between and among the parties, their respective representatives,
and any other person, with respect to the subject matter specified
in this Agreement. This Agreement may be amended only by an
instrument in writing which expressly refers to this Agreement and
specifically states that such instrument is intended to amend this
Agreement and is signed by each of the parties.
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ACQUISITION MEDIA, INC.
#388 - 000 Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx, XXX 00000 Tel: 000-000-0000
Fax: 000-000-0000
12. Number and Gender. Whenever the singular number is used in this
Agreement, and when required by the context, the same shall include
the plural, and vice versa; the masculine gender shall include the
feminine and neuter genders, and vice versa; and the word "person"
shall include corporation, firm, trust, estate, joint venture,
governmental agency, sole proprietorship, political subdivision,
company, congregation, organization, fraternal order, club, league,
society, municipality, association, joint stock company,
partnership or other form of entity.
13. Execution in Counterparts. This Agreement may be prepared in
multiple copies and forwarded to each of the parties for execution.
All of the signatures of the parties may be affixed to one copy or
to separate copies of this Agreement and when all such copies are
received and signed by all the parties, those copies shall
constitute one agreement which is not otherwise separable or
divisible.
14. Assignability. Neither party shall sell, assign, transfer, convey
or encumber this Agreement or any right or interest in this
Agreement or pursuant to this Agreement, or suffer or permit any
such sale, assignment, transfer or encumbrance to occur by
operation of law without the prior written consent of the other
party.
15. Consent to Agreement. By executing this Agreement, each party
represents such party has read or caused to be read this Agreement
in all particulars, and consents to the rights, conditions, duties
and responsibilities imposed upon such party as specified in this
Agreement.
IN WITNESS WHEREOF the parties have executed this Business Consulting
Agreement in duplicate and in multiple counterparts, each of which
shall have the force and effect of an original, on the date specified
in the preamble of this Agreement.
ACQUISITION MEDIA, INC. XXXXX X. DEAR
By: Xxxxxxx Xxxx /s/ Xxxxx Dear
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Xxxxxxx Xxxx, President & Director
Date: Oct. 1, 2002 Date: Oct. 1, 2002
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