Exhibit 4b
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of
February 26, 2003, between TerenceNet, Inc., a Nevada corporation
(the "Company"), and Xxxxxxx Xxxxx ("Consultant"), an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide such
services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as
an independent contractor and not as an employee, to render
consulting services to the Company as hereinafter provided and
Consultant hereby accepts such engagement for a period commencing
on February 26, 2003 and ending when the Company successfully
lists on the new Bulletin Board Exchange. Consultant agrees that
Consultant will not have any authority to bind or act on behalf of
the Company. Consultant shall at all times be an independent
contractor hereunder, rather than an agent, coventurer, employee
or representative of the Company. The Company hereby acknowledges
and agrees that Consultant may engage directly or indirectly in
other businesses and ventures and shall not be required to perform
any services under this Agreement when, or for such periods in
which, the rendering of such services shall unduly interfere with
such other businesses and ventures, providing that such
undertakings do not completely preempt Consultant's availability
during the term of this Agreement. Neither Consultant nor his
employees will be considered by reason of the provisions of this
Agreement or otherwise as being an employee of the Company or as
being entitled to participate in any health insurance, medical,
pension, bonus or similar employee benefit plans sponsored by the
Company for its employees. Consultant shall report all earnings
under this Agreement in the manner appropriate to its status as an
independent contractor and shall file all necessary reports and
pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this Agreement, the
Company hereby engages the Consultant, and Consultant hereby
accepts the engagement, to provide advice, analysis and
recommendations (the "Services") to the Company with respect to
the following:
A. Corporate planning, strategy and negotiations sufficient to
facilitate the Company meeting the BBX listing requirements and
needs as expressed by Client;
B. Due diligence processes and capital structures and filing
issues as relates to listing on the BBX;
C. Business strategies as relates to listing on the BBX;
D. Development of business compensation policies as relates to
listing on the BBX;
E. Coordinating corporate administrative activities as relates to
listing on the BBX;
F. Services expressly prohibited by the Client under the terms of
this Agreement include:
. Reorganizations, mergers, divestitures, and due
diligence studies;
. Capital sources and the formation of financial
transactions;
. Banking methods and systems;
. Guidance and assistance in available alternatives to
maximize shareholder value;
. Periodic preparation and distribution of research
reports and information to the broker/dealer and
investment banking community;
. Press Release preparation and distribution.
During the term of this Agreement, Consultant shall render such
consulting services as the Company from time to time reasonably
requests, which services shall include but not be limited to those
rendered by Consultant to Company prior to the date hereof;
provided that:
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall not be called upon to devote more than 10
hours in any week in performing such services and shall not be
required to perform any services hereunder while Consultant is on
vacation or suffering from an illness.
Duties of Company
1. Subject to the terms and conditions of this Agreement ,
Company shall take all actions necessary to obtain and maintain a
qualification for quotation or listing on the over the counter
bulletin board, including:
2. Timely filing of all required SEC reports, including all
required financial information
3. Compliance with all existing and any proposed or new
qualification or listing requirements on the over the counter
bulletin board, including but not limited to those proposed
requirements as set forth on Schedule A.
4. Company shall not enter into any binding commitments,
obligations or agreements without prior notice and opportunity to
review given to Consultant.
5. Company shall promptly furnish to Consultant upon request any
requested information, written or oral, concerning the business
and affairs of the Company.
6. Company shall not issue any additional shares of common stock
or options for or securities convertible into common stock, or
undertake any forward or reverse split of its common stock, or
undertake any other action requiring stockholder approval as set
forth in Schedule A, without the prior written approval of
Consultant, which shall not be unreasonably withheld upon Company
furnishing adequate and sufficient justification for such proposed
action.
7. Company shall promptly comply with all reasonable requests of
Consultant under this Agreement.
8. Notwithstanding the provisions of this agreement, any failure
of Company to fully and completely comply with all Company's
duties hereunder shall give Consultant the right to immediately
and without notice terminate this Agreement and retain all shares
issued to Consultant hereunder, which shall be deemed fully earned
by Consultant in the event of such termination. All of Company's
agreements, representations, warranties, duties and obligations
under this Agreement shall survive any such termination.
9. Time is of the essence for Company in this provision
concerning Company's Duties.
2. Compensation and Expenses. For the Services provided by the
Consultant, the Company (i) shall compensate the Consultant by
delivering to the Consultant, two hundred and fifty thousand
(250,000) shares of the common stock of the Company ("Common
Stock") issued as follows:
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Shares Trigger Event Comment
------------ ----------------------------- -------------------------
62,500 Date engagement is signed Compensation for Services
& for expenses
62,500 One Month after Engagement Compensation for Services
& for expenses
62,500 Two Months after Engagement Compensation for Services
& for expenses
62,500 BBXSM application filed Compensation for Services
& for expenses
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The stock shall be Freely Tradeable (as hereinafter defined).
"Freely Tradeable" means shares that may be sold at any time by
the Consultant free of any contractual or other restriction on
transfer and which have been appropriately listed or registered
for such sale on all securities markets on any shares of the
Common Stock are currently so listed or registered; and (ii) the
Company shall be responsible for the payment of the reasonable out-
of-pocket costs and expenses of Consultant incurred prior to, or
on or after the date of this Agreement, in connection with its
engagement under this Agreement, including, but not limited to,
reasonable fees and disbursements of counsel for Consultant,
travel and related expenses, document production and computer
database charges. The Company shall reimburse Consultant for such
costs and expenses as they are incurred, promptly after receipt of
a request for reimbursement from Consultant.
3. Successors and Assigns. This Agreement is binding upon and
inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform the
Services be delegated or transferred by Consultant without the
prior written consent of the Company.
4. Term. This Agreement shall commence on the date hereof and,
unless sooner terminated in accordance with the provisions of
Section 6 hereof, shall expire on than the date that the company
is accepted for listing on the Bulletin Board Exchange. However,
the Agreement may be extended by mutual written consent.
5. Termination. Either the Company or Consultant may terminate
this Agreement for material breach upon at least thirty (30) days
prior written notice specifying the nature of the breach, if such
breach has not been substantially cured within the thirty (30) day
period.
6. Independent Contractor Relationship. Consultant and the Company
are independent contractors and nothing contained in this
Agreement shall be construed to place them in the relationship of
partners, principal and agent, employer/employee or joint
ventures. Neither party shall have the power or right to bind or
obligate the other party, nor shall it hold itself out as having
such authority.
7. Indemnification. Company shall indemnify and hold harmless the
Consultant from and against any and all losses, damages,
liabilities, reasonable attorney's fees, court costs and expenses
resulting or arising from any third-party claims, actions,
proceedings, investigations, or litigation relating to or arising
from or in connection with this Agreement, or any act or omission
by Company.
8. Notice. For the purpose of this Agreement, notices and all
other communications provided for herein shall be in writing and
shall be deemed to have been duly given (i) when delivered, if
personally delivered, (ii) when sent by facsimile transmission,
when receipt therefor has been duly received, or (iii) when mailed
by United States registered mail, return receipt requested,
postage prepaid, or by recognized overnight courier, addressed set
forth in the preamble to this Agreement or to such other address
as any party may have furnished to the other in any writing in
accordance herewith, except that notices of change of address
shall be effective only upon receipt.
9. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by authorized officers of each
party. No waiver by either party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the internal
laws of the State of Nevada. Any controversy arising under or in
relation to this Agreement shall be settled by binding arbitration
in Las Vegas, Nevada in accordance with the laws of the State of
Nevada and the rules of the American Arbitration Association.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
11. Severability. If in any jurisdiction, any provision of this
Agreement or its application to any party or circumstance is
restricted, prohibited or unenforceable, such provision shall, as
to such jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability, without invalidating
the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or
its application to other parties or circumstances. In addition, if
any one or more of the provisions contained in this Agreement
shall for any reason in any jurisdiction be held to be excessively
broad as to time, duration, geographical scope, activity or
subject, it shall be construed, by limiting and reduction it, so
as to be enforceable to the extent compatible with the applicable
law of such jurisdiction as it shall then appear.
IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Company and Consultant as of the date first written above.
Signature of Contractor
Name: Xxxxxxx Xxxxx
Address: 0000 X. Xxxxxxxx Xxxxxx
Xxx Xxxxx, 00000
Signature: _______________________________
Signature of Company
Name: TerenceNet, Inc.
Address: 0 Xxxxxx X
Xx. Xxxxxx, XX 00000
Signature: _______________________________
