Exhibit 10.20
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
This AGREEMENT ("Agreement") made as of this 17 day of-October, 2005, by
and between MidNet, Inc., a Nevada corporation with its principal place of
business at ,2950 Xxxxxxxxx Xx Xxxxx 000, Xxxxxxxxxx XX 98226_ (the "Company"),
and Xxxxx, Inc., corporation, with its principal place of business at
______________________________________(the "Consultant")
RECITALS:
NOW, THERFORE, in consideration of the mutual promises set forth herein,
the parties hereto hereby agree as follows:
CONSULTING SERVICES.
GENERAL SERVICES: Consultant is hereby retained by the Company to provide
consulting services to the Company, as said services relate to Reorganization,
Business Development, Negotiations, Corporate Finance and other related matters,
including, without limitation, advice regarding acquisitions, consolidations,
mergers, joint ventures and financial strategies. Consultant shall provide such
consulting services as reasonably requested by the Company during the term of
this Agreement, provided that nothing hereunder shall require Consultant to
devote a minimum number of hours per calendar month toward the performance of
services hereunder. Unless otherwise agreed to by Consultant, all services
hereunder shall be performed by Consultant, in its sole discretion, at its
principal place of business or other offices. Notwithstanding anything contained
herein to the contrary, the services to be performed by Consultant hereunder may
be performed by any employee or consultant to Consultant. Consultant shall be
responsible for paying all expenses it incurs hereunder and will not be entitled
to reimbursement, it being understood and agreed that the compensation paid by
the Company hereunder shall include both services and expenses.
TERM. The term of this Agreement shall be for one year, commencing as of
the date first written above and terminating one day prior to the second
anniversary hereof; provided, however, that this Agreement shall be renewable
for subsequent one year terms, by mutual agreement of the parties in writing, at
least thirty (30) days prior to the expiration of the then current term. The
Company may terminate this agreement for cause at anytime with 30 days notice,
but all compensation listed in this Agreement shall be deemed fully earned and
retained by Consultant at the time of cancellation.
COMPENSATION. In consideration for the performance of the General Services
hereunder, the Company hereby agrees to pay Consultant for the services set
forth herein as follows:
A) Five Hundred Thousand (500,000) shares ("Shares") of the Company's
restricted Common Stock, to he issued in full as of the date of the
signing of this Agreement. Consultant shall have "piggy back"
registration rights for the Shares and be entitled to have the Shares
registered in the next registration statement filed by the Company
with the S.E.C., all at the sole expense of the Company.
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B) During the term of this Agreement, MidNet shall pay, The Consultant a
fee of $5,000.00 per month against invoices for services provided to
the Company and performed by The Consultant during the respective
calendar month. The Consultant accepts the amount specified as payment
in full for all services to be provided by The Consultant and The
Consultant's employees.
OTHER;
REPRESENTATIONS OF THE COMPANY. The Company hereby represents and warrants
that any and all information supplied hereunder to Consultant in connection with
any and all services to be performed hereunder by Consultant for and on behalf
of the Company shall be true, complete and correct as of the date of such
dissemination and shall not fail to state a material fact necessary to make any
of such information not misleading. The Company hereby acknowledges that the
ability of Consultant to adequately provide the identified consulting services
hereunder and/or to initiate and/or effectuate introductions on behalf of the
Company with respect to potential financing and acquisitions is dependent upon
the prompt dissemination of accurate, correct and complete information to
Consultant. In addition, and notwithstanding anything contained herein to the
contrary, nothing hereunder shall obligate Consultant to make any minimum number
of introductions hereunder or to initiate any merger or acquisitions involving
or relating to the Company. The Company further represents and warrants
hereunder that this Agreement and the transactions contemplated hereunder, have
been duly and validly authorized by all requisite corporate action; that the
Company has the full right, power and capacity to execute, deliver and perform
its obligations hereunder; and that this Agreement, upon execution and delivery
of the same by the Company, will represent the valid and binding obligation of
the Company enforceable in accordance with its terms. The representations and
warranties set forth herein shall survive the termination of this Agreement.
INDEMNIFICATION. The Company hereby agrees to indemnify, defend and hold
harmless Consultant, its officers, directors, principals, employees, affiliates,
and shareholders, and their successors and assigns from and against any and all
claims, damages, losses, liability, deficiencies, actions, suits, proceedings,
costs or legal expenses (collectively the "Losses") arising out of or resulting
from: (i) any breach of a representation, or warranty by the Company contained
in this Agreement; or (ii) any activities or services performed hereunder by
Consultant, unless such Losses were the result OR the intentional misconduct or
gross misconduct of Consultant; or (iii) any and all costs and expenses
(including reasonable attorneys' and paralegals' fees) related to the foregoing,
and as more fully described below.
AMENDMENT. No modification, waiver, amendment, discharge or change of this
Agreement shall be valid unless the same is evidenced by a written instrument,
executed by the party against which such modification, waiver, amendment,
discharge, or change is sought.
NOTICES. All notices, demands or other communications given hereunder shall
be in writing and shall be deemed to have been duly given when delivered in
person or transmitted by facsimile transmission or the third calendar day after
being mailed by registered or certified mail, return receipt requested, postage
prepaid, to the addresses herein above first mentioned or to such other address
as any party hereto shall designate to the other for such purpose in the manner
hereinafter set forth.
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ENTIRE AGREEMENT. This Agreement contains all of the understandings and
agreements of the parties with respect to the abject matter discussed. herein.
All prior agreements, whether written or oral, are merged herein and shall be of
no force or effect
SEVERABILITY. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not aff ect any other provision
of this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any revision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions -contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
CONSTRUCTION AND ENFORCEMENT. This Agreement shall be construed and
interpreted in accordance with the laws of the state of Nevada. The parties
hereto agree that any dispute arising under this Agreement, whether during the
Term of at any subsequent time, shall be resolved exclusively through the Courts
and Jurisdiction of the state of Nevada.
BINDING NATURE . The terms and provisions of this Agreement shall be
binding, upon and inure to the benefit of the parties, and their respective
successors and assigns-
COUNTERPARTS. This Agreement may be executed in any number of counterparts,
including facsimile signatures, which shall be deemed as original signatures.
All executed counterparts shall constitute one Agreement, notwithstanding that
all signatories are not signatories to the original or the same counterpart
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of
the date first above written
MidNet, Inc.
By: /s/ Xxxx Xxxx
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President
Xxxx, Inc. (The Consultant)
By: President
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