Endeavor Holdings, Inc. New York, N.Y. 10004 CONSULTING AGREEMENT
Exhibit
99.1
Endeavor
Holdings, Inc.
00
Xxxxx
Xx. 00xx
Xxxxx
Xxx
Xxxx,
X.X. 00000
(000)
000-0000 Fax (000) 000-0000
This
Consulting Agreement, (the “Agreement”), effective March 3, 2008, is made by and
between Silver Reserve Corp. (“client”), having its principal place of business
at 0000 Xxxxxxxx Xxx Xxxxx 000X, Xxxx, Xxxxxx 00000 and Endeavor Holdings Inc.
(“Consultant”).
In
consideration of the mutual covenants set forth herein, Silver Reserve hereby
retains Consultant on the terms set forth below:
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1.
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Services
to be Rendered.
Consultant will perform services as described in Attachment
A
hereto. Silver Reserve is contracting with Consultant solely for
the end
results produced by such services and does not manage the means by
which
such services are to be provided, subject to compliance with this
Agreement and all applicable laws and
regulations.
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2.
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Payment
for Consultant’s Services.
Silver Reserve will compensate Consultant according to the terms
specified
in Attachment
A.
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3.
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Consultant’s
Independent Contractor Status.
Nothing contained in this Agreement shall be deemed to create an
agency,
joint venture, partnership or franchise relationship between the
parties.
Consultant will provide services as an independent contractor, and
is not
authorized to act as Silver Reserve’s agent.
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4.
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Expenses.
All expenses incurred by Consultant in connection with performing
services
to be provided herein shall be borne exclusively by Consultant and
will
not be reimbursed by Silver Reserve, except as may be set forth in
Attachment
A.
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5.
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Confidential
Information of Others.
Consultant represents and warrants that he will not use, disclose
to
Silver Reserve, or induce Silver Reserve to use any confidential
information or documents belonging to others, which he has in his
possession. Consultant represents that this Agreement will not cause
Consultant to violate any copyright or other intellectual property
right
of any third party.
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6.
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Proprietary
Information.
By his signature hereto, Consultant hereby accepts, and agrees to
be bound
by, Silver Reserve’s terms of Proprietary Information and
Nondisclosure.
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7.
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Term
of this Agreement.
Either party may terminate this Agreement for convenience with no
further
obligation for unperformed work thirty (30) days after written notice
is
delivered to the other party; provided, however, that Silver Reserve
may
immediately terminate this Agreement at any time after the initial
thirty
(30) day period upon written notice to
Consultant.
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8.
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Indemnification.
Consultant agrees to indemnify and hold Silver Reserve harmless,
and will
defend Silver Reserve against, any and all liabilities, losses, claims,
damages, demands or suits and all related costs and expenses to persons
or
property arising, either directly or indirectly, from Consultant’s acts or
omissions or from the breach of any term or condition hereof attributable
to Consultant or its agents.
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9.
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Other
Obligations.
Consultant is not currently obligated, nor will Consultant assume
any
obligations which interfere with or are inconsistent with the
Services.
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10.
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Limitation
of Liability .
Silver Reserve shall not be liable with respect to any subject matter
of
this Agreement under any contract, negligence, strict liability or
other
theory for any indirect, incidental, special, exemplary or consequential
damages, including, without limitation, any loss of revenues or profits.
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11.
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General.
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(a)
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(b)
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This
Agreement may be signed in counterparts, including counterparts
transmitted by facsimile, each of which shall be deemed an original
and
which together shall constitute one
instrument.
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(c)
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This
Agreement (with each of the attachments hereto) represents the entire
agreement between Consultant and Silver Reserve with represent to
the
subject matter hereof, superseding all previous oral or written
communications, representations or agreements. This Agreement may
be
amended or modified if made in writing and signed by both
parties.
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(This
space intentionally left blank)
IN
WITNESS WHEREOF,
the
parties have caused their duly authorized representatives to sign this Agreement
as of the date first stated above.
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CONSULTANT:
/s/
Xxx De Michiel
NAME
/ TITLE: Xxx De Michiel, President
COMPANY
NAME: Endeavor Holdings, Inc.
Date
3/12/08
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NAME: /s/
Xxxx Xxxxxxxxxx
Xxxx
Xxxxxxxxxx
TITLE: CEO
Date
3/12/08
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ATTACHMENT
A
Description
of Services to be Rendered:
To
provide marketing and business development support to include:
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·
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US
and European business development.
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·
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Identification
of customers / new markets suitable to Silver Reserve service and
product
offering.
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·
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Identification
of potential
partners/alliances/integrations.
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To
provide other support as needed in support of Silver Reserve’s business
objectives.
Initial
Task Sets:
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·
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Establish
a broad based and substantial capital markets
strategy.
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·
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Help
develop strategic financing
contacts.
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·
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Explore
both domestic and international business
opportunities.
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Additional
Services:
Silver
Reserve may, from time-to-time, also request that the Consultant provide
additional consulting services that will occur during the term of this
agreement.
PAGE
4 OF 5
CONFIDENTIAL
ATTACHMENT
A
(continued)
Compensation:
As
compensation for the Consultant’s services, Silver Reserve will pay the
Consultant Fee of ($5,000) Five thousand dollars and (25,000) Twenty-five
thousand 144 shares of SLVV (OTC BB) per calendar month. This agreement is
for
twelve months.
Business
related expenses are the responsibility of the Consultant; however, Silver
Reserve will reimburse the Consultant for the certain reasonable expenses such
as telephone and travel expenses provided that Silver Reserve has approved
the
expense in advance in writing and provided that the Consultant has appropriate
documentation in support of the expense.
PAGE
5 OF 5
CONFIDENTIAL
