Contract
Exhibit 10.60
THIS
CONSULTING SERVICES AGREEMENT (the "Agreement") is made and entered into as of
this 19th day
of January 2010, by and between Location Based Technologies, Inc. the
(“Company”), a Nevada corporation and, Vistal Capital Corp, a New York
corporation ("Consultant");
ENGAGEMENT OF CONSULTANT;
SERVICES TO BE PERFORMED
WHEREAS,
Location Based Technologies, Inc. desires to engage the services of Consultant
as a Business Development Contractor. The duties will include:
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i)
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To
lead, assist and introduce the Company on how it can position itself to
enter the pet product distribution market. The Consultant’s
consulting engagement is on a non-exclusive
basis.
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ii)
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To
introduce and present the Company to key strategic partners, investors and
technology service providers that will quickly and efficiently integrate
the device into their sales activities. This may take the form of a
teaming, merger or acquisition
play.
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NOW,
THEREFORE, in consideration for the mutual covenants contained herein, the
parties hereby agree as following:
1. Compensation
for Consulting Services:
(a) As
compensation for the capital raise services to be performed by Consultant
hereunder, the Company shall pay to Consultant a fee of 180,000 Restricted
Shares as on January 19th,
2010.
2. Term
The
term this Agreement will be for six months.
3. Names of
Accounts
During
the term hereof Consultant shall promptly provide to the Company in writing the
names of all potential Accounts contacted by Consultant. Specifically
identifying and confirming Tier 1, 2 and 3.
4. Information and
Data
In
connection with Consultant’s activities hereunder, The Company will furnish
Consultant with analytics, engineering resources, administrative support and
such other information and data regarding the services the “Company” deems
appropriate, at the Company’s discretion.
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5. Independent
Contractor
In
rendering consulting services to the Company pursuant to this Agreement, it is
acknowledged and agreed that Consultant shall be acting solely as an independent
contractor and shall not have authority to the Company in any regard except as
may be specifically delegated to Consultant by the Company in
writing.
6. Notices
All
notices and other communications required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given if delivered
personally, given by prepaid telegram, sent by fax, sent by confirmed email, or
mailed by registered or certified mail, postage prepaid, addressed to the party
to who sent as follows:
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To
Consultant:
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Vistal
Capital Corp.
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00 Xxxxxxx Xxxx |
| Xxxxxxx, XX 00000 | |
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To
Company:
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38 Discovery – Xxxxx 000 |
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Xxxxxx, XX 00000 |
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ATTN: Xxxxxx Xxxxxxx |
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Fax: (000) 000-0000 |
Any party
may change the address to which such communications are to be directed to him or
it by giving written notice in the manner provided in this
paragraph.
7)
Indemnification
Company shall, at its sole cost and
expense, defend and hold harmless Contractor (including Contractor’s current and
former officers, directors and employees), from any and all allegations, claims,
losses, damages, penalties, judgments, liabilities, costs and expenses
(including, without limitation, the costs of defense and other reasonable
expenses of litigation, that may be incurred by, imposed upon, or asserted
against Contractor by reason of any legal proceeding, claim, action or demand of
a third party (each a “Claim”), including allegations that Contractor is
vicariously liable for the actions of Company, arising from Contractor’s
performance of services under this Agreement, any breach of this Agreement or
any willful misconduct or negligent act or omission of Company (including
Company’s officers, directors and employees) in connection with its activities
under this Agreement. Company’s obligation to hold Contractor
harmless under this Section 7 shall survive the expiration or termination of
this Agreement by either party for any reason.
Consultant agrees to indemnify and hold
harmless the Company and its directors, officers, employees, agents, and
controlling persons (each an “Indemnified Party”) from and against any and all
claims, loss, liability, damage, cost and expense whatsoever (a “Claim”)
relating to such Claims, including reasonable attorneys fees, arising out of or
relating to the engagement hereunder or any transaction contemplated
hereby:
8) Miscellaneous
Provisions
(a)
This Agreement may not be assigned by Consultant to any person without the prior
written consent of Company. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
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(b) The
parties agree to execute any and all documents that may be reasonably necessary
in order to effectuate the transactions contemplated by this
Agreement.
(c) This
Agreement shall be construed in accordance with and governed by the laws of the
State of California applicable to contracts made and to be performed in that
State.
(d) This
Agreement contains the entire understanding between the parties and supersedes
any prior written or oral agreements between them respecting the subject matter
contained herein.
(e)
There are
no representations, agreements, arrangements or understandings, oral or in
writing, between or among the parties relating to the subject matter of this
Agreement which are not fully expressed herein.
(f)
Any dispute arising from the terms or obligations of this Agreement shall be
submitted to binding arbitration in accordance with the rules and regulations of
the American Arbitration Association sitting in San Francisco, and any decision
by the American Arbitration Association may be enforced by any court having
jurisdiction thereof. Notwithstanding the foregoing, any party may
commence legal action to obtain preliminary injunctive or other temporary relief
to enforce the terms of this Agreement pending arbitration, and/or to obtain or
compel specific performance of this Agreement pursuant to any award of the
American Arbitration Association.
(g)
If any legal action should be brought between or among the parties (including
arbitration), the prevailing party shall be entitled to recover all costs
incurred therein, including but not limited to reasonable attorneys’
fees.
(h)
If the scope of any provision of this Agreement is too broad in any respect
whatsoever to permit enforcement to its full extent, then such provision shall
be enforced to the maximum extent permitted by law, and the parties hereto
consent and agree that such scope may be judicially modified accordingly and
that the whole of this Agreement shall not thereby fail, but that the scope of
such provision shall be curtailed only to the extent necessary to conform to
law.
(i)
All paragraph headings herein are inserted for convenience only and shall not be
used in any way to modify, limit, construe or otherwise affect this Agreement or
the interpretation thereof.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
LOCATION
BASED TECHNOLOGIES, INC. (The “Company”):
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By:
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__________________________
Xxxxxx Xxxxxxx,
President
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Vistal
Capital Corp. (The “Consultant”):
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By:
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__________________________
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