EXHIBIT 6.4
CONSULTING AGREEMENT
This Agreement is made as of this June 22, 2004, by and between SMART
TECHNOLOGY INC CORP., (the "Company") a corporation duly organized and existing
under the laws of Florida, with offices at 000 Xxxxx Xxxxxxxxx Xxx XX 00000 Palm
Beach USA and Xxxxxxxx Xxxxxx (the "Consultant") an individual with an office at
000 Xxx Xx Xxxxxx 00000 Xxxxx
WHEREAS, Company is engaged in the business of environmental technology;
and the Consultant is engaged in the business of analyzing and valuing
businesses and developing acquisition strategies. In addition, Consultant
renders consulting services for planning and implementation of new company
strategy.
WHEREAS, the Company wishes to retain the services of the Consultant on the
following terms and conditions:
1. The Company hereby retains the services of the Consultant for a period
of one (1) year commencing immediately and terminating on the earlier of either
(i) June 15, 2002; or (ii) until such transaction is completed and the
Consultant has provided the Company with a new business plan strategy which
shall include implementation of such new business plan strategy. In exchange for
the Consulting Services (as that term is defined herein), the Consultant shall
receive 3,120 shares of the Company's common stock as a nonrefundable payment.
As soon as practicable and eligible, such common stock shall be registered under
an S-8 Registration Statement.
2. The Consultant shall, employing their best efforts, assist the Company
by providing business strategy services and provide the Company with a new
business plan strategy which shall include implementation of such new business
plan strategy.
3. The Consultant shall be an independent contractor and shall have no
right or authority to assume or create any obligations or responsibility,
express or implied, on behalf of or in the name of the Company, unless
specifically authorized in writing by the Company. No provision of this
Agreement shall be construed to preclude Consultant from pursuing other
consulting projects.
4. The Consultant (including any person or entity acting for or on behalf
of the Consultant) shall not be liable for any mistakes of fact, errors of
judgment, for losses sustained by the Company or any subsidiary or for any acts
or omissions of any kind, unless caused by the negligence or intentional
misconduct of the Consultant or any person or entity acting for or on behalf of
the Consultant.
5. The Company and its present and future subsidiaries jointly and
severally, agree to indemnify and hold harmless the Consultant against any loss,
claim, damage or liability whatsoever, (including reasonable attorneys fees and
expenses), to which such indemnified party may become subject as a result of
performing any act (or omitting to perform any act) contemplated to be performed
by the Consultant pursuant to this Agreement if such act or omission did not
violate the provisions of Section 4 of this Agreement. So long as the Company
has not provided counsel to the indemnified party in accordance with the terms
of this Agreement, the Company and its subsidiaries agree to reimburse the
defense of any action or investigation (including reasonable attorneys fees and
expenses), subject to any understanding from such indemnified party to repay the
Company or its subsidiaries if it is ultimately determined that such indemnified
party is not entitled to such indemnity. In case any action, suit or proceeding
shall be brought or threatened, in writing, against any indemnified party, it
shall notify the Company within twenty (20) days after the indemnified party
receives notice of such action, suit or such threat. The Company shall have the
right to appoint the Company's counsel to defend such action, suit or
proceeding, provided that such indemnified party consents to such representation
by such counsel, which consent shall not be unreasonably withheld. In the event
any counsel appointed by the Company shall not be acceptable to such indemnified
party, then the Company shall have the right to appoint alternative counsel for
such indemnified party reasonably acceptable to such indemnified party, until
such time as acceptable counsel can be appointed. In any event, the Company
shall, at its sole cost and expense, be entitled to appoint counsel to appear
and participate as co-counsel in the defense thereof. The indemnified party, or
its co-counsel, shall promptly supply the Company's counsel with copies of all
documents, pleadings and notices which are filed, served or submitted in any of
the aforementioned. No indemnified party shall enter into any settlement without
the prior written consent of the Company, which consent shall not be
unreasonable withheld.
6. This Agreement shall be binding upon the Company and the Consultant and
their successors and assigns.
7. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (ii) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held invalid illegal or
unenforceable.
8. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto.
No waiver of any other provisions hereof (whether or not similar) shall be
binding unless executed in writing by both parties hereto nor shall such waiver
constitute a continuing waiver.
9. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
10. The Parties agree that should any dispute arise in the administration
of this Agreement, that the agreement shall be governed and construed by the
Laws of the State of Florida, United States of America.
11. This Agreement contains the entire agreement between the Parties with
respect to the consulting services to be provided to the Company by the
Consultant and supersedes any and all prior understandings, agreements or
correspondence between the Parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this
Agreement to be signed by duly authorized representatives as of the day and year
first above written.
SMART TECHNOLOGY INC CORP.
A Florida corporation
BY:
BY:
