Exhibit 10.4
CONSULTING AGREEMENT
This Agreement is made and entered into as of July 6, 2001 by and between
XXX FORIGO, XXXXXX XXXXXXX, XXXX XXXXXXX AND XXXXXXXX XXXXX (hereinafter
collectively referred to as the "Consultants"), persons residing in and pursuant
to the laws of Alberta and MONEYFLOW SYSTEMS INTERNATIONAL INC., a Company duly
incorporated pursuant to the laws of Nevada (hereinafter referred to as the
"Company").
WHEREAS, the Company is desirous of the Consultants performing certain tasks on
its behalf as more specifically stated in the Appendices attached hereto; and
WHEREAS, the Consultants have reviewed the attached Appendices and are desirous
of performing the stated tasks for the Company; and
WHEREAS, both parties hereto have agreed each with the other that the
Consultants will perform the tasks stated in the attached Appendices upon the
terms and conditions hereinafter recited.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES THAT:
1. The Appendices attached hereto and marked as Appendix A through F
respectively are incorporated herein by this reference and are
integral parts of this Agreement and the duties herein stated are
binding upon the parties hereto.
2. Upon execution of this Agreement, the Consultants shall immediately
commence:
A. Construction of the interactive CD-ROM presentation in
accordance with the provision of Appendix A;
B. Solicited mass e-mail distribution to pre-qualified parties as
provided for in Appendix B;
C. Construction of Brochures related to the Company and its
products in accordance with the provisions of Appendix C;
D. Solicited mass fax-out to brokerage firms and institutions in
accordance with the provisions of Appendix D;
E. Initiate development of T.V., Radio and Internet Web casting
in accordance with the provisions of Appendix E;
F. Create an in-depth Market Awareness Campaign as provided for
in Appendix F.
3. The initial term of this Agreement shall be twelve (12) months from
the date of execution hereof. The parties hereto shall have the
option of renewing this Agreement for a further twelve (12) month
term upon mutual agreement anytime before the expiration of the
initial term.
4. Notices. Where it is required in the agreement that notice be given,
the notice shall be in writing and shall be delivered in person, or
sent by registered mail, postage prepaid or by way of facsimile
transmission, to the parties at the following addresses:
To the Company:
Xxx Xxxxxxx, President
Moneyflow Systems International
#3, Bldg. F 0000-0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Fax: (000) 000-0000
With a Copy to:
Xxxxxxx X. Xxxxx, Esq.
00000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
Fax: (000) 000-0000
To the Consultants:
412-22-Avenue N.E.
Xxxxxxx, Xxxxxxx X0X 0X0
Fax: (000) 000-0000
5. This Agreement is personal to the parties hereto and may not be
assigned to any other person, partnership, corporation or
association without the prior written consent of the other party.
6. The Company acknowledges that the Consultants in performing the
services noted in the attached Appendices are relying exclusively
upon the information provided them by the Company and therefore,
notwithstanding anything to the contrary herein contained, the
Company acknowledges that it is solely responsible for the
truthfulness of the information provided to the Consultants. Should
any of the provided information be incorrect, resulting in injury to
the Consultants from its inaccuracy or material omission, the
Company agrees to indemnify and hold harmless Consultants from its
inaccuracy or material omission, the Company agrees to indemnify and
hold harmless Consultants, its Officers, Directors, Agents,
Employees or Assigns from any and all liability arising from the
performance of the Consultants duties herein which uses said
inaccurate or materially misleading Company information.
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7. Not to restrict paragraph 5, the Company further acknowledges that
it has a duty to review any and all information prepared by the
Consultants and Consultants agree to provide the Company and its
counsel with drafts of all written material for review and approval
before publication. Therefore, any and all errors and/or omissions
contained in any of the documents provided to the Company by the
Consultants, to the extent that the errors or omissions are the
fault of the Company, are hereby waived in their entirety and the
Company agrees to indemnify and hold Consultants harmless for the
same should they occur and waives any action it can or may have
against Consultants, its Agents, Employees, Directors, Officers or
Assigns for any damage or loss occasioned as a result of any said
errors and/or omissions originating from the Company and further
should any damage be occasioned to any third party as a result of
any said error or omission originating from the Company, the Company
agrees to indemnify and hold harmless Consultants, its Directors,
Officers, Employees, Agents or Assigns for any and all said damages,
including, but not limited to, legal fees incurred.
8. The Consultants agree to indemnify and hold the Company harmless
because of any claims, or other litigation, whereby the Company
believes it is required to defend itself, due to an alleged
misrepresentation promulgated by the Consultants, relating to the
Company and its products or services. In addition, the Company and
the Consultants shall each be excused from performance due to any
act of God, fire, strike, riot, civil disobedience, insurrection,
boycott, act of public authorities, delay or default caused by
public common carriers, inability to obtain raw materials, computer
related equipment outages, or other causes beyond reasonable
control, provided the Company and the Consultants shall take all
steps reasonably necessary to effect prompt resolution of the
inability to perform the Agreement.
9. The Consultants shall have the right hereunder to conduct any
investigation of the Company's products it deems necessary in order
for it be assured that the Company is following the terms and the
spirit of this Agreement. In the event that the Consultants, in the
course of their investigation, form the reasonable belief that the
Company is or may not be able to fulfill its obligations hereunder,
such as not having sufficient inventory available to satisfy
consumers' needs or is conducting its business affairs in a manner
not consistent with the standards and the ethics of typical
business, the cost of the investigation shall be borne by the
Company and the Consultants shall, at their sole option, be entitled
to forthwith terminate this Agreement without Notice or Penalty.
10. This Agreement shall be governed by the laws of the Province of
Alberta and any court proceedings commenced hereunder shall be
commenced and concluded at the venue of Consultant's direction
within the Province of Alberta and that should any legal action be
commenced by the Company against the Consultants, the Company shall
provide the Consultants with fourteen (14) days' written notice to
the Consultants to select venue within the Province of Alberta to
commence its
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action. Should the Consultants refuse or neglect to advise the
Company of said venue within the time period noted herein, then the
Company shall be at liberty to select is own venue within the
Province of Alberta.
11. Should any provision of this Agreement be ruled invalid,
unenforceable or illegal, then and in that event the offending
provisions shall be struck here from and be of no further force and
effect but that the remainder of the Agreement shall remain in full
force and effect.
12. In consideration of the Consultants performing the services noted in
the attached Appendices, the Company shall pay to the Consultants as
compensation, 678,750 shares each of the Company's common stock, in
restricted form, totaling 2,715,000 shares to be issued to the
Consultants as full and complete compensation under this Agreement.
Half of the shares shall be issued upon execution of this Agreement
and the remaining shares shall be issued ninety days from the date
of this Agreement, subject to the approval of the Company's Board of
Directors, after a review of the Consultant performance to that
point. The shares shall be valued at U.S. $.01 per share at the time
of issuance.
13. The parties acknowledge each to the other that this Agreement has
been approved by each party's Board of Directors and is a binding
Agreement on both parties as evidenced by the execution hereof by an
authorized signatory of each party.
Per:
__________________________________ ________________________________________
Xxxxxx Xxxxxxx Xxx Forigo
__________________________________ ________________________________________
Xxxxxxxx Xxxxx Xxxx Xxxxxxx
The Company:
__________________________________
Xxx Xxxxxxx, President
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Appendix A
Details of the CD-ROM Presentation
1. The Consultants will commence with the construction of an interactive
multimedia CD-ROM with elements that will be produced from any information
given to us by the Company.
2. The Consultants will use the latest interactive developmental tools such
as Macromedia Flash and Authorware to create a fully enabled multimedia
presentation for The Company.
3. This CD-ROM's presentation contents will be a series of video press
releases and video interviews of The Company and behind the scenes of the
Company corporate offices.
Appendix B
Email Distribution
1. The Consultants will commence on soliciting the services of leading
financial websites for their solicited email lists.
2. Weekly updates to shareholders and prospective shareholders in a Press
Release format.
3. These emails allow the Company to directly disseminate information to
potential investors, the Consultants shall obtain and provide to Indigo
pre-qualified and solicited email addresses.
Appendix C
Details of the Brochures
1. The Consultants will construct a corporate information package which will
include all corporate information and also to include a die cut for CD-ROM
presentation and business card.
2. The Consultants will facilitate a mail out of this promotional package to
existing shareholders and customers of The Company and to prospective
clients and shareholders. The Company will be responsible for all costs of
postage related with this mail out.
3. Brochure design elements and copy content will be discussed extensively
with our team at The Consultants and The Company.
4. Ownership of content will be the sole ownership of The Company.
Appendix D
Fax-Out
1. The Consultants will commence on a mass fax-out to brokerage and
investment firms.
2. The Consultants will use this for concreting future awareness on public
relations campaigns.
3. Contacts and relationships already made with Broker/Dealers and
International firms will be used for this solicitation.
Appendix E
T.V., Radio, Web Casting
1. The Consultants will use the latest technology and resources to market The
Company into a household name.
2. The Consultants will solicit the services of various radios and television
investment shows to help create awareness.
3. The Consultants will undergo the hiring of a streaming video provider to
also help facilitate the marketing of The Company.
Appendix F
Market Awareness Campaign
The Consultants shall provide the creative imagery for and produce a Public
Relations Package to send forth to Market Makers on the Company stock. The
actual layout and production of this package for public distribution will be
done and approved systematically by The Company management.
The Consultants shall produce an investor relation's presentation for The
Company. This presentation shall be produced with guidance from various
individuals from Moneyflow International Inc. as agreed. Throughout the
contract, several trips may be needed and necessary to facilitate the production
of the presentation.
