CONSULTING AGREEMENT This Consulting Agreement is made as of the 20th day of June, 2003, by and between Peter Rochow, a resident of Canada ("Consultant"), and Covenant Financial Corporation, a Delaware corporation (the "Company"). WHEREAS, Consultant...
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EXHIBIT 10.24 |
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This Consulting Agreement is made as of the 20th day of June, 2003, by and between Xxxxx Xxxxxx, a
resident of Canada ("Consultant"), and Covenant Financial Corporation, a Delaware corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of implementation of business systems
and development strategies;
WHEREAS, the Company is a publicly-held company and files periodic reports pursuant to the
requirements of the Securities Exchange Act of 1934, with its common stock quoted on the OTC
Bulletin Board under the symbol "CVTF"; and
WHEREAS, the Company desires to hire Consultant and Consultant is willing to accept the
Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:
1. The Company hereby engages Consultant, on a non-exclusive basis, to render consulting services
with respect to business the development and implementation business systems and development
strategies to the Company. Consultant hereby accepts such engagement and agrees to render such
consulting services as are listed on Exhibit "A" attached hereto and incorporated herein by this
reference, throughout the term of this Agreement. Consultant agrees that it shall be responsible for
ordinary, day-to-day expenses incurred in its performance hereunder. The Company shall however
be responsible for all postage and printing expenses, which shall be reimbursable on a monthly
basis, upon receipt by the Company of an invoice from Consultant in respect thereof. All other
expenses, such as traveling and accommodation, shall be negotiated on a case-by-case basis.
It is further agreed that Consultant shall have no authority to bind the Company to any contract or
obligation or to transact any business in the Company's name or on behalf of the Company, in any
manner. The parties intend that Consultant shall perform its services required hereunder as an
independent contractor.
2. The initial term of this Agreement shall commence upon the mutual execution of this Agreement
and shall continue for one year. This Agreement may be terminated by either party, without cause,
after 90 days from the date of mutual execution hereof, on 30 days' written notice.
3. In consideration of the services to be performed by Consultant, the Company agrees to pay to
Consultant the compensation set forth on Exhibit "B" attached hereto and incorporated herein by
this reference.
4. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with Consultant to enable Consultant to
perform its obligations hereunder.
B. The execution and performance of this Agreement by the Company has been duly
authorized by the Executive Committee of the Board of Directors of the Company.
C. The performance by the Company of this Agreement will not violate any applicable court
decree, law or regulation, nor will it violate any provisions of the organizational
documents of the Company or any contractual obligation by which the Company may be
bound.
5. Until such time as the same may become publicly known, the parties agree that any information
provided to either of them by the other of a confidential nature will not be revealed or disclosed to
any person or entity, except in the performance of this Agreement, and upon completion of
Consultant's services and upon the written request of the Company, any original documentation
provided by the Company will be returned to it. Consultant, including each of its affiliates, will
not directly or indirectly buy or sell the securities of the Company at any time when it or they are
privy to non-public information.
Consultant agrees that he will not disseminate any printed matter relating to the Company without
prior written approval of the Company.
Consultant agrees that it will comply with all applicable securities laws, in performing on behalf of
the Company hereunder.
6. All notices hereunder shall be in writing and addressed to the party at the address herein set forth,
or at such other address as to which notice pursuant to this section may be given, and shall be
given by personal delivery, by certified mail (return receipt requested), Express Mail or by national
or international overnight courier. Notices will be deemed given upon the earlier of actual receipt
of three (3) business days after being mailed or delivered to such courier service.
Notices shall be addressed to Consultant at:
Xxxxx Xxxxxx
000 Xxxxxxx Xxxx Xxxx X.X.
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
and to the Company at:
Covenant Financial Corporation
Attention: Xxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxxx 00000
7. Miscellaneous.
A. In the event of a dispute between the parties arising out of this Agreement, both
Consultant and the Company agree to submit such dispute to arbitration before the
American Arbitration Association (the "Association") at its Dallas, Texas, offices, in
accordance with the then-current rules of the Association; the award given by the
arbitrators shall be binding and a judgment can be obtained on any such award in any
court of competent jurisdiction. It is expressly agreed that the arbitrators, as part of their
award, can award attorneys fees to the prevailing party.
B. This Agreement is not assignable in whole or in any part, and shall be binding upon the
parties, their heirs, representatives, successors or assigns.
C. This Agreement may be executed in multiple counterparts which shall be deemed an
original. It shall not be necessary that each party execute each counterpart, or that any
one counterpart be executed by more than one party, if each party executes at least one
counterpart.
D. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Louisiana.
COVENANT FINANCIAL CORPORATION
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
President
/s/ XXXXX XXXXXX
Xxxxx Xxxxxx
Exhibit "A"
Xxxxx Xxxxxx
SERVICES TO BE PERFORMED BY CONSULTANT
ON BEHALF OF THE COMPANY
The consulting services to be provided by Consultant under the Consulting Agreement to which this Exhibit "A" is
attached include, but shall not be limited to:
Advise the Company and provide assistance in developing business systems designed to produce operating
efficiencies.
Advise the Company and provide assistance in the area of business development and strategies for
achieving Company growth.
Assist the Company in the development of operating efficiencies to aid in carrying out sales operations for
the Company's business communications products.
Identify potential end-users of the Company's communications products and development of business
systems and strategies for delivering such products thereto.
Assist the Company in identifying and contracting with required professionals, as needed.
Consultant shall perform these services with the understanding that the above-referenced services will be performed
principally in the United States.
It is understood that there may be times when the Company does not utilize the services or advice of Consultant.
Any such failure of the Company to use, or seek in writing, Consultant's advice and/or services and/or assistance, as
set forth herein, shall not be deemed to be non-performance hereunder by Consultant.
Exhibit "B"
Xxxxx Xxxxxx
COMPENSATION TO BE PAID
BY THE COMPANY TO CONSULTANT
As full payment for Consultant's services under the Consulting Agreement (the "Agreement") to which this Exhibit
"B" relates, Consultant shall receive, upon execution of, the following:
In consideration of the services to be provided by Consultant to the Company under the terms of the
Agreement, the Company shall issue 500,000 shares of the Company's $.0001 par value common stock.
The Company agrees that it shall file with the Securities and Exchange Commission, as soon as is
practicable, a Registration Statement on Form S-8 with respect to all 500,000 shares, thereby duly
registering such shares under the Securities Act of 1933, as amended.
Consultant represents and warrants that it has investigated the Company, its financial condition, business and
prospects, and has had the opportunity to ask questions of, and to receive answers from, the Company with respect
thereto. Consultant acknowledges that it is aware that the Company currently lacks adequate capital to pursue its full
plan of business.
