Exhibit 4a
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"),
dated as of February 26, 2003, between TerenceNet, Inc.,
a Nevada corporation (the "Company"), and Xxxxxxx Xxxxx
("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 February 26,
2003 and ending on the February 26, 2004. 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 not issue any additional shares of
common stock or options for or securities convertible
into common stock, or undertake any forward or reverse
split of its common stock, or undertake any other action
requiring stockholder approval as set forth in Schedule
A, without the prior written approval of Consultant,
which shall not be unreasonably withheld upon Company
furnishing adequate and sufficient justification for
such proposed action.
7. Company shall promptly comply with all reasonable
requests of Consultant under this Agreement.
8. 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.
9. Time is of the essence for Company in this
provision concerning Company's Duties.
2. 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 February 26, 2003, one hundred sixty-two thousand
five hundred (162,500) shares of the common stock of the
Company ("Common Stock") that is Freely Tradeable (as
hereinafter defined) and subsequently four months after
the date of this agreement, Company shall compensate the
Consultant by delivering to the Consultant, one hundred
sixty-two thousand five hundred (162,500) 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.
3. 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.
4. 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
February 26, 2003. However, the Agreement may be
extended by mutual written consent.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
Signature of Contractor
Name: Xxxxxxx Xxxxx
Address: 0000 X. Xxxxxxxx Xxxxxx
Xxx Xxxxx, 00000
Signature: _______________________________
Signature of Company
Name: TerenceNet, Inc.
Address: 0 Xxxxxx X
Xx. Xxxxxx, XX 00000
Signature: _______________________________
