CONSULTING AGREEMENT
CONSULTING
AGREEMENT (the
“Agreement”) dated as of January 15th, 2008 by and between Fortress Financial
Group, Inc., a Wyoming corporation with its principal address at 0000 00xx
Xxxxx
X., Xxxxx X0000, Xxxxxxxxx, Xxxxxxx 00000 (the “Company”) and Xxxx Xxxxx, an
Independent Contractor located at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, XX
00000 (the “Consultant”).
W
I T N E S S E T
H
WHEREAS,
Consultant has
established his expertise in, among other things, Electronic Payment Systems,
business development and marketing development (the “Objectives”);
and
WHEREAS,
the
Company desires
to retain the Consultant to perform, as an Independent Contractor, development
and implementation of Domestic and International Prepaid Debit Card programs,
business and marketing planning and other consulting services on the terms
set
forth below.
NOW,
THEREFORE, in
consideration of the mutual covenants and agreements, and upon the terms and
agreements subject to the conditions hereinafter set forth, the parties do
hereby covenant and agree as follows:
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Section
1.
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Retention
of Consultant. The Company engages the Consultant as an
independent contractor, and the Consultant accepts such engagement
as an
Independent Contractor, subject to the terms and conditions of this
Agreement.
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Section
2.
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Services. The
Consultant shall provide consulting services to the Company in connection
with the Objectives.
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Specifically:
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A.
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The
Consultant shall perform consulting with the services and deliverables
to
include:
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·
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A
fully implemented United States Prepaid Debit Card Product to be
issued in
conjunction with a United States bank with a direct contractual
relationship between the Company and the bank. The product development
shall begin with a product requirement specification approved by
the
Company.
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·
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A
fully implemented International Prepaid Debit Card Product to be
issued in
conjunction with an international bank with a direct contractual
relationship between the Company and the bank. This international
Debit
Card shall be capable of being issued to residents of most countries
in
the world. The product development shall begin with a product requirement
specification approved by the
Company.
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1
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·
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Development
or participation in the development of any new product in the area
of
Electronic Payment Systems deemed appropriate by the management of
the
Company.
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·
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Plans
developed in collaboration with the Company management team, including
business and product market plans, service descriptions, pricing
structures and deployment infrastructure plans of debit card products
and
any new Electronic Payment Services
capabilities.
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·
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All
necessary business travel in the line of performing the above described
duties. In the event Consultant is to incur travel expenses
while engaged in Company business, Consultant shall obtain the prior
written consent of Xxxx Xxxxxxx, the Company’s Chief Executive Officer.
All such expenses incurred after receiving the prior written approval
of
Xxxx Xxxxxxx shall be reimbursed. The Company’s consent hereunder shall
not be unreasonably withheld or delayed. The Consultant must provide
receipts for all expenses to the Company before any reimbursement
will be
issued to the Consultant.
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Section
3.
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Compensation. For
services rendered by the Consultant pursuant to this Agreement, the
Company shall pay the Consultant the following:
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A.
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Sign
On
Bonus
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Upon
signing this Agreement, the Consultant shall receive 1,500,000,000 (One Billion
Five Hundred Million) of the Company’s common shares. These shares shall not be
available to be assigned, pledged, sold, lent or
in
any way alienated for a period of one year commencing from the date this
Agreement. These
shares are restricted under Regulation 144 and shall be held “on book” by the
Transfer Agent to the Company; for an on behalf of the Consultant. The
Consultant shall not be permitted to request these shares of the Company’s
Common Stock, in certificated form, until the expiration of the 1 (one) year
from the date of their issue to the Consultant.
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B.
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Salary
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The
Consultant shall receive US$10,000 per month for each of the first two months
of
the Agreement; for each month under the Agreement thereafter the Consultant
shall receive US$5,000 per month.
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Section
4.
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Expenses. The
Company shall reimburse the Consultant up to a maximum of $US1,000
per
month for phone charges and other miscellaneous expenses incurred
in the
normal pursuit of the Objectives as outlined in this Agreement. In
the
event Consultant is to incur additional expenses while engaged in
Company
business, Consultant shall obtain the prior written consent of Xxxx
Xxxxxxx, the Company’s Chief Executive Officer. All such expenses incurred
after receiving the prior written approval of Xxxx Xxxxxxx shall
be
reimbursed. The Company’s consent hereunder shall not be unreasonably
withheld or delayed. The Consultant must provide receipts for all
expenses
to the Company before any reimbursement will be issued to the Consultant.
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Section
5.
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Consultant
Obligations.
The Consultant assumes
all risks and hazards encountered in the performance of any services
under
this Agreement and the Consultant shall hold the Company harmless
from and
against all liabilities which may arise out of or which may be
attributable to the performance of any services. The Consultant will
be
solely responsible for any and all damages or losses with respect
to any
and all equipment utilized by Consultant in the performance of services
under this Agreement, and the Company will have no liability of any
kind
with respect thereto, regardless of cause or fault. Each party hereby
indemnifies and holds the other, its directors, officers, agents
and
employees, harmless from and against any and all claims, actions,
demands,
damages, liabilities or expenses, including counsel fees against
the
other, its directors, officers, agents and employees, arising out
of the
indemnifying party’s acts or omissions or breach of this Agreement.
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Section
6.
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Consultant
Warranties. The
Consultant warrants that it is fully qualified to perform the services
as
described in the attachments, and except as set forth therein,
has all the
equipment, materials, supplies and other items necessary to complete
the
services. Furthermore, the Consultant warrants that the services
performed
will conform to generally accepted standards for the type of project
involved and that it will use its best efforts to render the services
required in a timely and diligent manner. The Consultant also warrants
that any defect resulting from the Consultant’s work shall be remedied by
the Consultant in a timely fashion and at no cost to the Company.
Additionally, the Consultant warrants that the rendering of the
services
hereunder, including any work product resulting from the services
will not
violate any rights including but not limited to intellectual property
rights, of any persons, or laws.
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3
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Section
7.
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Proprietary
Rights. The
Consultant hereby represents and warrants that all information provided
or
utilized by the Consultant hereunder does not and shall not directly
or
indirectly violate or infringe upon any copyright, patent, trade
secret or
other proprietary or intellectual property right of any third party
or
contribute to such violation or infringement. The Consultant shall
indemnify and hold the Company, its officers, directors, employees
and
agents harmless from and against any and all losses and damages arising
out of the breach or claimed breach of the foregoing warranty. The
provisions of this Section
7 shall
survive termination of this Agreement for any reason.
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Section
8.
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Confidentiality.
During
the performance
of services under this Agreement, the Consultant may be exposed to
and
work with highly confidential business data of the Company. All
data processing systems and business information of the Company shall
be
the property of the Company, and the Consultant agrees that the Consultant
shall acquire no right to any of this information. The
Consultant agrees never to reveal to anyone the business methods
or
business secrets of the Company or those of its customers to anyone
other
than that approved by authorized representative of the
Company. Such business methods and secrets shall include, but
not be limited to, marketing plans, customer lists, trade
secrets, inventions, processes, discoveries, financial information,
pricing policies, names of employees, and all other business and
technological know how of the Company. The Consultant shall use its
best
efforts to ensure that none of its employees, not having a need to
know,
obtains any such information and that no third party shall obtain
any such
information. The Consultant shall notify those of its personnel
who are given access to any such information that the information
is
subject to this Agreement and that they must fulfill the obligations
of
this Agreement with respect to it.
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Section
9.
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Non-Publicity. Neither
the
Consultant, nor any of its employees or agents shall refer to the
Company
in any manner in publicity releases or advertising, including customer
lists, or for other promotional purposes, without securing the prior
written consent of the Company.
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Section
10.
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U.S.
Export Control
Laws and Regulations. The Consultant, for itself and any of its
employees and agents who may be given access by Consultant to technical
information of the Company, or who may be provided access to the
Company’s
premises in carrying out the services to be provided by the Consultant
under this Agreement, acknowledges its obligations to control access
to
such technical information and to ensure that such access does not
result
in a violation of the U.S. Export Control Laws and
Regulations.
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Section
11.
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Full
Cooperation. In connection with the activities of
the Consultant on behalf of the Company, the Company will cooperate
with
the Consultant and will furnish the Consultant and the Consultant’s
representatives with all information and data concerning the Company
as
may be required in connection with the Consultant’s services
hereunder
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4
.
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Section
12.
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Representations. The
Company warrants and represents to the Consultant that this Agreement
does
not conflict with any other agreement binding the Company. The
Company warrants and represents to the Consultant, that the Company
is
fully authorized to offer and pay the Consultant’s compensation referred
to in Section
3 above.
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Section
13.
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Management. The
Company
agrees to provide the Consultant current filings and other documentation
as needed to complete company profile.
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Section
14.
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Breach.
In the event of a breach of the terms of this Agreement by either
party,
the breaching party shall have a 10 (ten) day period, after the receipt
of
written notice of the breach, to remedy any such breach.
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Section
15.
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Waiver
of Breach. The
failure
by the Company to exercise any rights or powers hereunder shall not
be
construed as a waiver thereof. The waiver by the Company of a breach
of
any provision of this Agreement by the Consultant shall not operate
nor be
construed as a waiver of any subsequent breach by the Consultant.
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Section
16.
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Notices. All
notices, requests, demands and other communications which are required
or
permitted under this Agreement shall be in writing and shall be
deemed
sufficiently given upon receipt if personally delivered, faxed,
sent by
recognized national overnight courier or mailed by certified mail,
return
receipt requested, to the address of the parties set forth
above. Such notices shall be deemed to be given (i) when
delivered personally, (ii) one day after being sent by overnight
courier
carrier of (iii) three days after being mailed, respectively, to
be
addressed as
follows:
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If
to Fortress Financial Group,
Inc.:
Fortress
Financial Group, Inc.
0000
00xx
Xxxxx X., Xxxxx X0000
Xxxxxxxxx,
Xxxxxxx 00000
If
to the Xxxx Xxxxx:
Mr
Xxxx
Xxxxx
0000
Xxxx
Xxxxxx, Xxxxx 000
Xxx
Xxxxx, XX 00000
With
a copy to:
Xxxxxx
&
Jaclin,
LLP
000
Xxxxx 0 Xxxxx, Xxxxx
000
Xxxxxxxxx,
Xxx Xxxxxx,
00000
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Section
17.
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Term. This
Agreement shall be for a term commencing on the date hereof and ending
in
5 (five) years.
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Section
18.
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Termination.
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This
Agreement may be terminated prior to the expiration of its term:
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A.
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By
mutual written agreement of the
parties;
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B.
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By
the Company upon thirty days written notice;
or
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C.
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By
the Company, immediately, in the event of conduct by the Consultant
justifying termination, including by not limited to, dishonesty,
breach of
any covenant in this Agreement, or failure to perform designated
services.
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Section
19.
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Stock
Surrender In the
Event of Termination Within One Year. In the event that this
Agreement is terminated within the first year, Consultant shall
surrender
125,000,000 (One Hundred Twenty-Five Million) shares of the Company’s
restricted common stock per each month remaining in the first year
of this
Agreement after the Agreement’s termination. The first year of this
Agreement shall end on January 15, 2009. All shares surrendered
under this
clause shall be cancelled.
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Section
20.
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Assignment
of Rights. In consideration of payment to the Consultant by the
Company for work performed by the Consultant, any and all operational
improvements and process improvements developed by the Consultant
in the
course of performing work for the Company shall be the sole and absolute
property of the Company. All work performed by the Consultant
for the Company shall be deemed to be "work for hire" and any and
all
right, title and interest the Consultant may have in and to such
work are
hereby assigned to the Company, and the Company shall have all ownership
rights in such work.
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Section
21.
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Successors
and Assigns. This Agreement shall be binding upon, inure
to the benefit of, and shall be enforceable by the Consultant and
the
Company and their respective successors and assigns; provided, however,
that the rights and obligations of the Consultant under this Agreement
(with the exception of those rights in Section 3 hereof) shall not
be
assignable.
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Section
22.
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Governing
Law. This
Agreement shall be governed by, and construed in accordance with,
the
internal laws of the State of Wyoming.
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Section
23.
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Entire
Agreement: Amendments. This
Agreement contains the entire agreement and understanding between
the
parties and supersedes and preempts any prior understandings or
agreements, whether written or oral. The provisions of this
Agreement may be amended or waived only with the prior written consent
of
the Company and the Consultant.
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6
IN
WITNESS WHEREOF, the
parties hereto have executed this Agreement:
Fortress
Financial Group, Inc.
By:
______________________________
Name Xxxx
Xxxxxxx
Title Chief
Executive Officer
Xxxx
Xxxxx
By:
______________________________
Name: Xxxx
Xxxxx
Title Consultant
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