FINANCIAL CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is
made effective as of May 27, 2008 between Xxxx Xxxx, maintaining an office at 0
Xxxxxxx Xxxx, Xxxxx 0000, Xxxx Xxx, Xxx Xxxxxx (hereinafter the "Consultant")
and FindItAll, Inc., maintaining an office at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxx
Xxxxxx 00000 (hereinafter the "Company").
R
E C I T A L S:
A. Consultant
is engaged in and has considerable experience in website
development.
B. Company
desires to be assured of the association and services of Consultant in order to
avail itself of Consultant's experience, skills and abilities, and background
and knowledge to facilitate Company's investment strategy and business plan, and
is therefore willing to engage Consultant upon the terms and conditions herein
contained.
C. Consultant
agrees to be engaged and retained by Company upon said terms and
conditions.
NOW, THEREFORE, in consideration of the
recitals, promises, and conditions set forth in this Agreement, the Company and
the Consultant hereby agree as follows:
1. Services. The
Company hereby retains Consultant to be a consultant to the Company and on a
regular basis, to render such advice, consultation and information to the Board
of Directors, officers or agents and employees of the Company regarding website
development. The Company hereby retains Consultant to perform these
services for the Company. Consultant will provide up to ten (10)
hours per month to the Company.
2. Term. The term of
this Agreement shall be for a period of thirty-six (36) months commencing the
date of this Agreement, and is renewable for successive twelve (12) month terms
by mutual agreement of the parties, unless terminated after the initial term
pursuant to Section 9 herein.
3. Compensation. Company
hereby agrees to compensate Consultant with the issuance to Consultant of
1,000,000 of the Company’s $.0001 par value Common
Stock. Compensation for successive terms shall be agreed upon by the
parties.
4. Expenses. Within
thirty (30) days, Company agrees to pay all reasonable business expenses
authorized by Company and incurred by Consultant in furtherance of the business
of Company, including travel, food, lodging and entertainment expenses, upon
presentation by Consultant of receipts.
5. Relationship of
Parties. This Agreement shall not constitute an
employer-employee relationship. It is the intention of each party
that Consultant shall be an independent contractor and not an employee of the
Company. Consultant shall not have authority to act as an agent of
the Company except when such authority is specifically delegated to Consultant
by the Company. Subject to the express provisions herein, the manner
and means utilized by Consultant in the performance of Consultant's services
hereunder shall be under the sole control of the Consultant. All
compensation paid to Consultant shall constitute earnings to Consultant from
self-employment income. Company shall not withhold any amounts
therefrom as federal or state income tax withholding from wages or as employee
contributions under the Federal Insurance Contributions Act (Social Security) or
any similar federal or state law applicable to employers and
employees.
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6. Benefit of
Agreement. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective legal representatives,
administrators, executors, successors, subsidiaries, and
affiliates.
7. Governing Law. This
Agreement is made and shall be governed and construed in accordance with the
laws of the State of New York.
8. Assignment. Any
attempt by either party to assign any rights, duties, or obligations which arise
under this Agreement without the prior written consent of the other party shall
be void and shall constitute a breach of the terms of this
Agreement.
9. Termination. This
Agreement may be terminated after the initial term by either party upon written
notice delivered at least thirty (30) days prior to the proposed termination
date, however all amounts payable to the Consultant for periods prior to
termination shall be prorated over the Term.
10. Litigation
Expenses. If any action at law or in equity is brought by
either party to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs, and disbursements
in addition to any other relief to which it may be entitled.
11. Notices. Any
notice, request, demand or other communication required or permitted hereunder
shall be deemed to be properly given when personally served in writing or when
three business days after deposited in the United States mail, postage prepaid,
addressed to the other party at the address appearing above or one business day
after transmission by telecopier to the number appearing
above. Either party may change its address by written notice made in
accordance with this section.
IN WITNESS WHEREOF, the parties have
executed this Financial Consulting Agreement as of the day and year first above
written.
("Company")
By: /s/ Xxxxx
Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
President
XXXX
XXXX
("Consultant")
/s/ Xxxx
Xxxx
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