Diversified Holdings I, Inc. And Conceptual Management Limited CONSULTANCY SERVICE ENGAGEMENT CONTRACT
Exhibit
99(i)
Diversified
Holdings I, Inc.
And
Conceptual
Management Limited
THIS
AGREEMENT
is made
on June
1, 2006
BETWEEN
| 1. |
Diversified
Holdings I, Inc. a Nevada corporation, (the “Client”
or
the “Company”);
and
|
| 2. |
Conceptual
Management Limited, (“Consultant”)
|
RECITAL
The
Client desires to retain the Consultant and the Consultant desires to provide
to
the Client consultancy service to advice on the business development of
Diversified Financial Resources Corp. (trading symbol DVFN.OB, "DVFN"), a Nevada
corporation, within the PRC on the terms and conditions set out
below:
NOW
IT IS AGREED AS follows
| 1. |
INTERPRETATION
|
| 1.1 |
In
this Agreement:
|
“Commencement
Date”
June 1,
2006
“Confidential
Information” all
information of that party or any of its Group Companies which is confidential
(regardless of its form and whether the other
party
becomes aware of it before or after the commencement of this agreement) and
includes any such incidental information
generated by any technology operated by that party
“month”
Calendar
month
“Payments”
the
sums
payable to the Consultant under clauses 3
“PRC”
the
People’s Republic of China which for the purpose of this Agreement excluding
Hong Kong, Taiwan and Macau
“Service”
the
activities provided by the Consultant to the Client in accordance with the
clause 2
“Term”
the
period from the Commencement Date until the expiry or termination of this
Agreement
“working
days” Monday
to
Friday
“year”
Calendar
year
1
| 1.2 |
References
to clauses and sub-clauses in this Agreement are references respectively
to clauses and sub-clauses of this
Agreement.
|
| 1.3 |
Words
in this Agreement denoting a singular number include the plural and
vice
versa; words denoting one gender include both genders and the neuter
and
words denoting a person include a corporation, corporation sole, sole
proprietorship, firm, joint venture or syndicate, in each case vice
versa.
|
| 1.4 |
Headings
in this Agreement are for ease of reference only and do not form part
of
this Agreement.
|
| 2. |
TERM
AND TERMINATION
|
| 2.1 |
The
Client hereby retains the Consultant, and the Consultant hereby agrees,
to
perform investor relations services for DVFN. For the purpose of this
clause, the Consultant shall endeavor to:
|
2.1.1 Profile DVFN on one or more of the Consultant's websites;
2.1.2 Assist in news dissemination for DVFN's products and services;
2.1.3 Publish DVFN's profile through its network of opt-in email
subscribers.
2.1.4
Provide investor relations services to provide corporate visibility and brand
awareness. Consultant agree to comply with any and all rules pertaining to
investor relations, including but not limited to, the Canned Spam Act, Rule
10b5, compensation disclosures, etc.
2.2
The
Term
of this Agreement will be a period of Six
(6) months
from the
Commencement Date.
| 3. |
COMPENSATION
|
| 3.1 |
Notwithstanding
any prices listed in any literature or on Web pages, the Client covenants
to grant or transfer or cause to be granted a total payment of twelve
million five hundred thousand (12,500,000) freely tradable shares of
Diversified Financial Resources Corp. (trading symbol DVFN.OB) to the
Consultant or its designee(s) upon Signing of this
Agreement.
|
| 4. |
INDEPENDENT
CONTRACTOR
|
| 4.1 |
Consultant
acknowledges that the Service rendered by Consultant under this Agreement
shall be solely as an independent contractor. Consultant shall not
enter
into any contract or commitment on behalf of Client, and is not entitled
to any employment rights or benefits relating to Client and/or DVFN.
It is
expressly understood that this undertaking is not a joint venture.
Consultant shall comply with any and all applicable laws and regulations
in providing the services specified hereunder, including Section 17B
compliance and any other rules or regulations of the United States
Securities Commission that would apply to Consultants’
services.
|
| 5. |
CONFIDENTIALITY
|
| 5.1 |
The
Consultant recognizes and acknowledges that this Agreement creates
a
confidential relationship between the Consultant, Client and DVFN,
and
that any information concerning DVFN’s business, customers, vendors,
finances, properties, methods of operation, computer programs, and
documentation, and other such incidental information, whether written,
oral, or otherwise, is confidential in nature. All such information
concerning Client and/or DVFN is hereinafter collectively referred
to as
“Confidential
Information.”
|
| 5.2 |
The
Consultant agrees that, except as directly by the Client and/or DVFN,
it
will not at any time during or after the term of this Agreement discloses
any Confidential Information to any person whatsoever. The Consultant
further agrees to cause its employees and subcontractors to observe
this
Clause.
|
| 6. |
GRANT
|
| 6.1 |
The
Consultant agrees that any information that shall be provided by the
Consultant to the Client in the performance of Service of this Agreement
shall remain the exclusive property of Client, and that it will not
sell,
transfer, publish, disclose or otherwise make the information available
to
third parties without Client’s prior written consent. Any rights granted
by others to the Consultant under this Agreement shall not affect the
Client’s exclusive ownership of the information.
|
2
| 7. |
ENTIRE
AGREEMENT
|
| 7.1 |
This
Agreement contains the entire understanding of the parties and may
not be
amended without the specific written consent of both parties.
|
| 8. |
SERVICE
OF NOTICE
|
| 8.1 |
Any
notice, claim, demand, or other communication under this Agreement
(collectively “Communication”
in
this clause 8) shall be in the Chinese or English language and may
be
served or given personally or sent to the last known address, telex
or
facsimile numbers (if any) of each party at the signing of this Agreement,
unless and until a different address, telex or facsimile numbers has
been
designated by a written notice effective brought to the notice of the
other party.
|
| 8.2 |
A
Communication served in accordance with clause 8.1 shall be deemed
sufficiently served and in proving service and/or receipt of a
Communication it shall be sufficient to prove that such Communication
was
properly addressed and posted or dispatched to the addressee’s address or
that the Communication was properly transmitted by telex, facsimile
or
cable to the addressee. In the case of Communication by telex, such
Communication shall be deemed properly transmitted upon the receipt
by the
machine sending the telex the telex answerback of the addressee; and
in
the case of facsimile transmission, such transmission shall be deemed
properly transmitted on receipt of a satisfactory report of transmission
printed out by the sending machine.
|
| 8.3 |
Nothing
in this clause 8 shall preclude the service of Communication or the
proof
of such service by any mode permitted by law.
|
| 9. |
PROPER
LAW AND DISPUTE RESOLUTION
|
| 9.1 |
This
Agreement shall be construed, enforced and interpreted in accordance
with
and governed by the laws of PRC. Any dispute or controversy arising
out of
or in respect of this Agreement shall be referred to and determined
by
arbitration in Hongkong. The right to make an application to any
courts
for trial, and that of appeal are hereby excluded.
|
IN
WITNESS WHEREOF, the
Client and the Consultant have duly executed this Agreement as of the day and
year first above written.
SIGNED
by
the Client
for
and
on behalf of the Client
in
the
presence of :
/s/
Xxxxxxx Xxxxxx
Xxxxxxx
Xxxxxx
SIGNED
by
the Consultant
in
the
presence of :
/s/
Xxxxxxxx Xxxx
Xxxxxxxx
Xxxx
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