CONSULTING AGREEMENT
BETWEEN: MONEYFLOW SYSTEMS INTERNATIONAL INC. duly incorporated pursuant
to the laws of Nevada.
(hereinafter referred to as the "Company")
-and-
HERSTMONCEUX CAPITAL, with its offices in the City of
Herstmonceux, East Sussex, in the United Kingdom and X. X.
Xxxxxxx with its offices in the City of Ashbury Swindon,
Wiltshire in the United Kingdom. (hereinafter referred to as
the "Consultants")
WHEREAS, The Consultants wish to offer its expertise to provide the Company
with consulting services for the purpose of international business
development of the Company's automated Electronic Funds Transfer
(EFT) business; and
WHEREAS, The Company wishes to engage the services of The Consultants as an
independent contractor for the purpose of such international
business development.
NOW THEREFORE, the parties agree to the mutual undertakings and covenants herein
as follows:
1. Scope of the Services
The Consultants agrees to perform the international business
development services for the Company as follows:
0.1. The Consultants will assist the Company in [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE
COMMISSION] in the business of Electronic Funds Transfer and
Automated Funds Transfer, for the furtherance of the Company's
international business objectives, particularly in the U.K. and
Europe, to support the growth of the Company.
0.2. The Consultants will [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] and
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES & EXCHANGE COMMISSION] on going systems to
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES & EXCHANGE COMMISSION] of the Company's activities
among the appropriate
sectors of the international business community and hence
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES & EXCHANGE COMMISSION] a [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] in
the Company, it's products and services.
0.3. The Consultants agrees to accept direction from the Company from
time to time with regard to the Company's priorities for the
development of its core or peripheral business activities.
2. Term
The initial term of this Agreement shall be [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE
COMMISSION] from the [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] hereof. The
parties hereto shall have the [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] this
Agreement for a [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES & EXCHANGE COMMISSION] term upon mutual
agreement any time before the [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION].
3. Contractual Relationship
In performing the services under this Agreement, The Consultants
shall operate and have the status of [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION]
and shall not act as or be [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] of the
Company.
1. [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
& EXCHANGE COMMISSION]
The Consultants and his designees shall be entitled to a [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE
COMMISSION] by way of issuing of [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] of the Company, in
restricted [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES & EXCHANGE COMMISSION]. [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] of the [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE
COMMISSION] shall be [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
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WITH THE SECURITIES & EXCHANGE COMMISSION] upon execution of this
Agreement. The [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES & EXCHANGE COMMISSION] shall be [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] following
the date of this Agreement, after approval by the Board of Directors of
the Company, based upon a review of Consultant's work to that date. The
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION] shall be [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] at [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE
COMMISSION] upon [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES & EXCHANGE COMMISSION].
1. [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
& EXCHANGE COMMISSION]
The Consultants shall be responsible for the [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] of its
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION] incurred while The Consultants is [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE
COMMISSION] relating to this Agreement.
1. Reliance On Accurate Information
Since The Consultants will rely upon the accuracy and completeness of
information supplied to him by the Company, its officers, directors and
agents, The Company agrees to [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] and [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE
COMMISSION] The Consultants [CONFIDENTIAL PORTION DELETED AND FILED
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SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] at the Company's
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION] in any [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] or [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE
COMMISSION] that may arise out of or due to any inaccuracy or
incompleteness of such material supplied to The Consultants by the
Company. The Consultants will not disseminate any material to relative
business or industry sources, the media or the public without the prior
consent and knowledge of the Company. The Consultants agree to
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION] and [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] The Company
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION] because of any claim, or other litigation, whereby
The Company believes it is required to defend itself, due to an alleged
misrepresentation promulgated by The Consultants, relating to The Company
and its products or services. In addition The Company and The Consultants
shall each be excused from any act of God, fire, strike, riot, civil
disobedience; insurrection, boycott, act of public authorities, delay or
default caused by public common carriers, inability to obtain raw
materials, computer related equipment outages, or other causes beyond
reasonable control, provided Moneyflow Systems international and The
Consultants shall take all steps reasonably necessary to effect prompt
resolution of the inability to perform the Agreement.
7. Miscellaneous
I. Governing Law. This Agreement shall be in all respects governed by,
construed and enforced in accordance with the laws of the Province of
Alberta, including all matters of construction, validity, and performance.
The parties hereto agree that jurisdiction over any action involving the
interpretation and performance of any rights or obligations set forth in
this Agreement shall be in Calgary, Alberta.
II. Relationship of the Parties. It is expressly understood and acknowledged
that it is not the intention or purpose of this Agreement to create, nor
shall the same be construed as creating, any type of [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] or
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION].
III. Force Majeure. Neither Party shall be considered in default in
performance of its obligations, should its performance thereof be
delayed or prevented by force majeure. "Force Majeure" shall include,
but not be limited to: hostile, restraint of rules or peoples
revolution, civil commotion or riots, strike or lockout, epidemic,
accident, fire, flood, earthquake, windstorm or explosion; lack of, or
failure of transportation facilities, lack of, or failure of power
facilities, regulation or ordinance, demand or requirement of or denial
of approval by any government agency having or claiming to have
jurisdiction over the
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subject matter of this Agreement or over the parties; or any act of God or
any act of Government, or any cause, whether of the same or different
nature, existing or future, which is beyond the control and without the
fault or negligence of the parties.
1. NOTICES
Where it is required in the Agreement that notice be given, the notice
shall be in writing and shall be delivered in person, or sent by
registered mail postage prepaid or by way of facsimile transmission to the
parties at the following addresses:
To: Moneyflow Systems International Inc. at:
Xxxx X, Xxxx 0, 0000 - 0xx Xxxxxx S.E.
Calgary, Alberta T2H 2W9
Phone: (000) 000-0000 Fax: (000) 000-0000
With a copy to: Xxxxxxx X. Xxxxx, Esq.
00000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000 Fax: (000) 0000000
To The Consultants at: Herstmonceux Capital
00 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxxxx
Xxxx Xxxxxx XX00 0XX
England
Phone: 0000-000000
Alternatively, at such other address as the Consultants or the Company
shall designate by written notice. Any notice shall be deemed to have been
given on the date on which it is delivered, or on the [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE
COMMISSION] of the notice, or on a date, which the facsimile transmission
is received by the addressee, and in the case of mailing subject to the
duration of any interruption in the postal services.
1. REPRESENTATIONS
The Consultants represents that it has the full right and authority to
enter into this agreement. The Consultants represents that it has the full
right and authority to enter into this agreement.
1. ENTIRE AGREEMENT
This Agreement forms the entire agreement between the parties and shall
not be modified, amended or replaced except by a further written agreement
executed by both parties.
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IN WITNESS WHEREOF the parties have executed this Agreement in the City of
Calgary in the Province of Alberta, this ____ day of
__________________________________, 2001.
The Consultants-
--------------------------- -------------------------------
Herstmonceux Capital The Company
--------------------------
X. X. Xxxxxxx
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