Exhibit 10.14
IVI COMMUNICATIONS, INC.
0000 X. Xxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xx. 00000
Phone: 000-000-0000 Fax: 000-000-0000
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is to be effective as of the 19th day of
September, 2005, by and between 729759 Alberta Ltd., a Alberta Corporation
("Company") with offices located at 000 Xxxxxxx Xxxxxx, Xxxxx, Xx. 00000 and IVI
Communications, Inc. ("Consultant"), a Nevada Corporation, 0000 X. Xxxxxxx
Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xx, 00000.
For the purpose of this Agreement, either of the above shall be referred to as a
"Party" and collectively as the "Parties".
The Parties hereby agree as follows:
1. APPOINTMENT OF IVI COMMUNICATIONS, INC. Company hereby appoints Consultant
and Consultant hereby agrees to render services to Company as a management
consultant, strategic planner and advisor.
2. DUTIES. During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure financial matters in connection with the operation of the
Company's business, expansion of services, stockholder relations, and shall
review and advise Company regarding its overall progress, needs and
condition. Company understands and acknowledges that Consultant is not a
broker dealer. Consultant agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated thereby:
a) Present to the Company prospective acquisition targets, business
opportunities, joint ventures and any other form of revenue
enhancements to Company.
b) Assist in the implementation of short range and long term strategic
planning to fully develop and enhance Company's assets, resources,
products and services.
c) Support in the implementation of a marketing program to assist Company
in broadening the markets for its business and services and promote
the image of Company and its business and services.
d) Assist Company in the monitoring of services provided by Company's
advertising firm, public relations firm and other professionals to be
employed by Company.
e) Advise Company relative to the continued development for a customer
relations program and to stimulate interest in Company by
institutional investors and other members of the financial community.
f) Advise Company relative to the recruitment and employment of key
executives consistent with the expansion of operations of Company,
and,
g) Advise and recommend to Company additional services relating to the
present business and services provide by Company as well as new
products and services that may be provided by Company.
IVI__________ Company__________
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3. TERM. The term ("Term") of this Consulting Agreement shall be a period of
six (6) months commencing on the date hereof and shall continue on a
month-to-month basis until terminated by Company or Consultant with a
notice of thirty (30) days.
4. COMPENSATION. 350,000 shares of common stock.
5. CONFIDENTIALITY. Consultant will not disclose to any other persons, firm or
corporation, nor use for its own benefit, during or after the Term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by Company which is acquired by Consultant in the course of
performing services hereunder. Any financial advice rendered by Consultant
pursuant to this Consulting Agreement may not be disclosed in any manner
without the prior written approval of Company.
Company, its agents or assigns hereby agree expressly that they directly or
indirectly, for itself, or through its representatives, agents, employees,
or affiliates will not pursue a transaction with any introduced party
acknowledged by the Company or an Agent of Consultant, financing or
collateral sources, restructures, registered or non-registered stock
transactions, or securitized structures, independent of Consultant, unless
Company has a written commitment prior to the introduction.
6. INDEMNIFICATION. Company, its agents or assigns hereby agree to indemnify
and hold Consultant harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorney's fees,
collectively the "Liabilities"), joint and several, arising from the
performance of this Consulting Agreement, whether or not Consultant is
party to such dispute. This indemnity shall not apply, however, and
Consultant shall indemnify and hold Company, its affiliates, control
persons, officers, employees and agents harmless from the against all
liabilities, where a court of competent jurisdiction has made a final
determination that Consultant engaged in gross recklessness and willful
misconduct in the performance of its services hereunder, which have rise to
the loss, claim, damage, liability, cost or expense sought to be recovered
hereunder (but pending any such final determination, the indemnification
and reimbursement provision of this Consulting Agreement shall apply and
Company shall perform its obligation there under to reimburse Consultant
for its expenses). The provisions of this Paragraph shall survive the
termination and expiration of this Consulting Agreement.
7. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold it out
as, nor shall it take any action from which others might infer that it is
an agent of or a joint venture of Company.
8. MISCELLANEOUS. This Consulting agreement sets forth the entire
understanding of the Parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and
agreements between the parties. This Consulting Agreement is non-exclusive
and cannot be modified or changed, nor can any of its provisions be waived,
except by written agreement signed by all Parties. This Consulting
Agreement shall be governed by the laws of the State of Florida without
reference to this Consulting Agreement; the prevailing Party in any
litigation shall be entitled to reasonable attorney's fees.
9. RESTRICTIONS REGARDING COMPANY'S STOCK. Consultant understands and
acknowledges that the payment of consideration to securities broker-dealers
and their associated persons (directly or indirectly, including affiliates
of associated person's) for the purpose of inducing them to buy or sell
securities for their account or for their customer's accounts, to recommend
the purchase of securities to their customers, or to influence the price of
securities in the public market is a violation of the NASD's Rule of Fair
Practice and of the Federal Securities Exchange Act of 1934, as amended,
and that the transfer of the Company's common stock or the sale thereof at
a price below the then current bid price to a securities broker-dealer and
such associated person described above is prohibited. Accordingly,
Consultant agrees that the shares of Company's common stock which the
Company is to or may deliver to Consultant as compensation for Consultant's
services will not be sued for any prohibited purpose described above (if
stock is restricted, a regular subscription agreement should be obtained).
IVI________ Company_______
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10. NOTICES Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed effectively
given upon personal delivery or seven business days after deposit in the
United States Postal Service, by (a) advance copy by fax, (b) mailing by
express courier or registered or certified mail with postage and fees
prepaid, addressed to each of the other Parties thereunto entitled at the
following addresses, or at such other addresses as a Party may designate by
ten days advance written notice to each of the other Parties hereto:
Company: 729759 ALBERTA LTD.
000 Xxxxxxx Xxxxxx
Xxxxx, Xx. 00000
Attn: Xxxx Xxxxx
Consultant: IVI COMMUNICATIONS, INC.
0000 X. Xxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, Xx. 00000
Please confirm that the foregoing sets forth our understanding by signing
the enclosed copy of this Consulting Agreement where provided and returning
it to us at your earliest convenience.
Very truly yours,
IVI Communications, Inc
Accepted and agreed to as of this 19th day of September, 2005.
IVI Communications, Inc. 000-000-0000
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Company Telephone #
Xxxxxxx X. Xxxxxxxxxx 000-000-0000
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Name Fax #
COO/CFO xxxxxxx@xxx.xxx
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Title E-mail address
/s/ Xxxxxxx X. Xxxxxxxxxx
Signature
VI_________ -3- Company__________
