CORPORATE CONSULTING SERVICES AGREEMENT
CORPORATE CONSULTING
SERVICES AGREEMENT
THIS
CORPORATE CONSULTING SERVICES AGREEMENT is entered into on this 22nd day of
October, 2009, but having an effective date of September 1, 2009 (the “Effective
Date”).
BETWEEN:
XXXXXX
XXXX XXXX XXXX, businessman, having an address for delivery and service
located at Blk. 00 Xxxxx Xxxx #00-00, Xxxxx Xxxxxxx, Xxxxxxxxx,
000000
(the
“Consultant”);
OF THE FIRST
PART
AND:
TECHMEDIA
ADVERTISING, INC. a company established under the laws of the State of
Nevada, and having its address for notices hereunder at 00 Xxxxx Xxxxx Xxxxxx,
#00-00, Xxxxxxxxx, 000000
(the
“Company”);
OF THE SECOND
PART
(the
Consultant and the Company being hereinafter singularly also referred to as a
“Party” and
collectively referred to as the “Parties” as the context so
requires.).
WHEREAS:
A.
The Company (through its subsidiaries) is in the development stage
of selling outdoor advertising on billboards and digital signs in India located
in high traffic locations, which locations range from transportation vehicles,
commercial buildings, supermarkets and restaurants, by partnering with media
space owners (the “Business”);
B. In
order to help comply, satisfy and maintain the Company’s reporting obligations
in the United States, the Company requires the skills, advice and supervision of
a suitable President and Chief Executive Officer; and
C.
The Company wishes to retain the Consultant under this agreement (the “Agreement”) to act as the
Company’s President and Chief Executive Officer, to assist the Company’s
principal accounting officer with establishing and maintaining proper internal
financial controls and procedures, to provide managerial advice and to assist
the Company with its management and business operations, policy development and
reporting requirements (such forms of interest of the Company generally called
the “Objectives”);
NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT THE PARTIES HERETO AGREE AS
FOLLOWS:
Article
I
SERVICES AND
RESPONSIBILITIES OF THE CONSULTANT
1.1
Consultant
Services. The Consultant will provide such services
specified herein on a proactive basis or as the Company may request, from time
to time, in order to assist the Company to attempt to achieve the
Objectives. Together with such instructions and variations as the
Company may give, the Consultant will provide the following specific services
and functions to the Company in pursuit of the Objectives:
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(a)
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acting
as the President and Chief Executive Officer of the
Company;
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(b)
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leadership
in the identification of projects that fall within the ambit of the
Company’s Business and which may enhance shareholder value for the
Company;
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(c)
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leadership
in the liaison with the media and all financial institutions with a view
to enhancing and promoting the image of the
Company;
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(d)
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leadership
in the development of all aspects of any program in connection with the
development and the financing of the development of the
Business;
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(e)
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leadership
in the creation, development, coordination and administration of any and
all development and financing programs in respect of the Business and each
of their proposed or potential commercial applications together with all
capital funding projects and resources which are, or which may be,
necessarily incidental thereto;
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(f)
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leadership
in the negotiation of all proposed or potential joint venture and/or
financing arrangements in connection with the ongoing development of the
Business and each of their proposed or potential commercial
applications;
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(g)
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leadership
in the preparation and dissemination of any and all business plans, news
releases and special shareholder or investment reports for the Company, or
for any of the Company’s subsidiaries, as the case may be and as may be
determined by the Company in its sole and absolute discretion, and in
connection with the ongoing development and financing of the
Business;
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(h)
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leadership
in the setting up of all corporate alliances for the Company, or for any
of the Company’s subsidiaries, as the case may be and as may be determined
by the Company in its sole and absolute discretion, with all potential and
strategic business and financial partners for the purposes of the ongoing
development and financing of the
Business;
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(i)
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leadership
in all other development and financing services in connection with the
Business as may be directed, from time to time, by the Board of Directors
of the Company in its sole and absolute
discretion;
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(j)
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preparation
of quarterly and annual reports as required under Sections 13(d) and 15 of
the Securities and Exchange Act of 1934, as
amended;
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(k)
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assistance
with establishing accounting procedures and policies as well as
establishing and maintaining internal financial controls and procedures;
and
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(l)
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such
other assistances as the board may reasonably request to achieve the
Objectives;
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(collectively, the “Consulting
Services”).
Article
II
INFORMATION TO BE PROVIDED
BY THE COMPANY
2.1 Information
to be made available. The Company agrees to make
available to the Consultant all corporate, financial and operating information,
Company personnel or other consultants, and other reasonable resources which are
reasonably necessary and sufficient to allow the Consultant to perform the
Consulting Services. The Consultant may provide Company information
to legal and accounting advisers, and other persons, but that such dissemination
will be effected with proper prudence and subject to such reasonable conditions
and restrictions as the Company deems necessary or appropriate and subject to
insider information rules and restrictions. The Consultant will use
such information only for the purposes set out herein and for no competitive or
other purpose whatsoever.
2.2 Accuracy
of the information. The Company agrees that it will bear
sole responsibility for the accuracy and completeness of the information
provided to the Consultant, except for any information created solely by the
Consultant. The Company represents and warrants that the information
will be accurate and complete in all material respects and not misleading and
will not omit to state any fact or information which would be material in its
estimation.
2.3 Material
change in information. The Company agrees to advise the
Consultant promptly of any material change in the affairs of the Company or in
any information provided to the Consultant from the date at which such
information is given.
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Article
III
COMPLIANCE WITH
LAWS
3.1 Consultant
Compliance Issues. The Consultant will comply with all
laws, whether federal, provincial or state, applicable to the Consulting
Services provided by it and, when requested by the Company, will advise the
Company of any particular compliance issues affecting any Consulting Services
for which the Consultant’s services have been engaged.
3.2 Company
Compliance Issues. The Company will comply with all
laws, whether federal, provincial or state, applicable to the Consulting
Services and the Company. The Company will effect best efforts to
maintain its registration as a listed issuer in good standing.
3.3 Insider
Issues. The Consultant will comply with all reasonable
endeavors of the Company, industry practice, and law and regulation to ensure
that it affords security to information of the Company and that the Consultant,
or any persons with whom the Consultant works or with whom the Consultant deals,
do not employ information of the Company in any manner contrary to law or
fiduciary obligations.
3.4 Trading. In
the event that the Consultant, or any person with whom the Consultant works or
with whom the Consultant deals, trades in the Company’s, or affiliates
securities, then the Consultant will employ reasonable prudence and good market
practice as to such trading and will effect such in compliance with
law.
Article
IV
TERM, RENEWAL AND
TERMINATION
4.1 Term. The
term of this Agreement (the “Term”) is for a period of two
years commencing on September 1, 2009 (the “Effective Date”) and
terminating September 1, 2011.
4.2 Renewal. This
Agreement will renew automatically for subsequent one-year periods if not
specifically terminated in accordance with the following provisions. Renewal
will be on the same terms and conditions contained herein, unless modified and
agreed to in writing by the Parties, and this Agreement will remain in full
force and effect (with any collateral written amendments) without the necessity
to execute a new document. A Party hereto determining not to renew
agrees to notify the other Parties hereto in writing at least 60 calendar days
prior to the end of the Term of its intent not to renew this Agreement (the
“Non-Renewal
Notice”).
4.3 Termination. Notwithstanding
any other provision of this Agreement, this Agreement may be terminated by a
Party (a “Non-Defaulting
Party”) upon providing written notice to the other Party (the “Defaulting Party”)
if:
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(a)
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the
Defaulting Party fails to cure a material breach of any provision of this
Agreement within 30 calendar days from its receipt of written notice from
the Non-Defaulting Party (unless such breach cannot be reasonably cured
within said 30 calendar days and the Defaulting Party is actively pursuing
curing of said breach);
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(b)
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the
Defaulting Party commits fraud or serious neglect or misconduct or illegal
act in the discharge of its respective duties hereunder or under the law;
or
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(c)
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the
Defaulting Party becomes adjudged bankrupt or a petition for
reorganization or arrangement under any law relating to bankruptcy, and
where any such petition is not
dismissed.
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4.4 Disability. If
Consultant is unable to continue to provide the Consulting Services as a result
of a disability or other disabling state, the Company may terminate this
Agreement as a without fault termination. If physically capable,
Consultant will be made available for consultation for up to ten (10) hours per
month, non-cumulative, at no cost to the Company. For additional
hours per month, the Consultant will be paid a rate of $100 per
hour.
4.5 Death. In
the event that the Consultant dies, the Company will terminate this Agreement as
a without fault termination and the Consulting Fee (as defined below) will be
payable to the Consultant’s estate.
4.6 Effective
Date of Termination. Termination of this Agreement will
be effective as follows:
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(a)
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if
the Agreement is terminated by the provision of a Non-Renewal Notice
pursuant to section 4.2 above, on the expiry of the
Term;
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(b)
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if
the Agreement is terminated pursuant to section 4.3(a) above, on the
30th
calendar day from the day notice is given;
or
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(c)
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if
the Agreement is terminated pursuant to any of sections 4.3(b), 4.3(c),
4.4 or 4.5 above, immediately upon the Company providing the Consultant
with written notice;
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Article
V
COMPENSATION OF THE
CONSULTANT
5.1 Compensation
to the Consultant. The Consultant will be compensated
for the Consulting Services by way of the Company paying the Consultant US
$12,000 per month payable on the last day of each month.
5.2 Reimbursement
of Expenses. During the Term the Company will reimburse
the Consultant for all invoiced and substantiated expenses properly incurred for
the Consulting Services within 30 days of invoice. The Company will
not be responsible for expenses unless it has given approval as
follows:
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(a)
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Any
single expense in excess of $500;
and
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(b)
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Any
month in which it is anticipated that aggregate expenses will exceed
$2,000.
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Article
VI
INFORMATION AND ADVICE
CONFIDENTIAL
6.1 Confidentiality. No
information furnished hereunder in connection with the Consulting Services will
be published by any Party without the prior written consent of the other Party,
but such consent in respect of the reporting of factual data will not be
unreasonably withheld, and will not be withheld in respect of information
required to be publicly disclosed pursuant to applicable securities or
corporation laws.
6.2 Confidential
Information. The Consultant will not, except as
authorized or required by the Consultant’s duties hereunder, reveal or divulge
to any person or companies any information concerning the organization,
business, finances, transactions or other affairs of the Company, or of any of
its subsidiaries, or any other confidential information of the Company
(collectively, the “Confidential Information”),
which may come to the Consultant’s knowledge during the Term, and the Consultant
will keep in complete secrecy all Confidential Information entrusted to the
Consultant and will not use or attempt to use any such information in any manner
which may injure or cause loss, either directly or indirectly, to the Company’s
Businesses and will not use or permit the same to be used for any purpose of the
Consultant not in the pursuit of this Agreement or by any competitor or third
party. The Consultant will immediately advise the Company if it comes
to the Consultant’s knowledge that any party is employing the Company’s
Confidential Information for purposes not authorized by this Agreement or by the
Company and the Consultant will give the Company all reasonable assistance to
protect the Company’s Confidential Information,. This restriction
will continue to apply after the termination of this Agreement without limit in
point of time but will cease to apply to information or knowledge which may come
into the public domain through no effort or fault of the
Consultant.
6.3 Company’s
Property. The Consultant agrees that:
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(a)
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all
Confidential Information and property, including without limitation, all
books, manuals, records, reports, notes, written and oral opinions and
advice, contracts, lists, technology, improvements, patents, trademarks,
trade names, business and financial records and other documents
(collectively, the “Company’s Property”)
furnished to or prepared or developed by: (i) the Consultant in the course
of or incidental to this Agreement and the duties hereof; or (ii) the
Company, is for the exclusive benefit of the Company and is owned
exclusively by the Company;
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(b)
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during
the Term and thereafter, the Consultant will not contest the title to any
of the Company’s Property, in any way dispute or impugn the validity of
the Company’s Property or take any action to the detriment of the
Company’s interests therein;
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(c)
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the
Consultant will immediately notify the Company of any infringement of or
challenge to any of the Company’s Property as soon as the Consultant
becomes aware of the infringement or
challenge;
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(d)
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upon
termination of this Agreement the Consultant will be promptly return the
Company’s Property to the Company and will keep no copies thereof, except
as may be agreed in writing on agreed terms with the Company;
and
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(e)
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during
the Term and thereafter, the Consultant will not, directly or indirectly,
except as required by the normal business of the Company or expressly
consented to in writing by the
Company:
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(i)
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disclose,
publish or make available, other than to an authorized employee, officer,
or director of the Company, any of the Company’s
Property;
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(ii)
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acquire,
possess for its own interest, sell, transfer or otherwise use or exploit
any of the Company’s Property; or
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(iii)
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permit
the sale, transfer, or use or exploitation of any of the Company’s
Property by any third party.
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6.4 Consultant’s
Business Conduct. The Consultant warrants that it will
conduct its Consulting Services and other related activities in a manner which
is lawful and reputable and which brings good repute to the Company, the
Consultant and the Business interests. In this regard the Consultant
warrants to provide all Consulting Services in a sound and professional manner
such that the same meets superior standards of performance quality within the
standards of the industry or as set by the specifications of the
Company.
Article
VII
INDEMNIFICATION AND LEGAL
PROCEEDINGS
7.1 Indemnification. Each
Party agrees to indemnify and save the other, its affiliates and their
respective directors, officers, employees and agents (each an “Indemnified Party”) harmless
from and against any and all losses, claims, actions, suits, proceedings,
damages, liabilities or expenses of whatsoever nature or kind, including any
investigation expenses incurred by any Indemnified Party, to which an
Indemnified Party may become subject by reason of breach of this Agreement or of
law by the defaulting Party. Specifically, but not to derogate from
the forgoing but for certainty for the comfort of the Consultant, the Company
agrees to indemnify the Consultant for any actions, losses, proceedings, or
other harm suffered, including legal costs as incurred, in the service of the
Company except only where such harm was suffered by the Consultant primarily as
a consequence of its own grossly negligent or unlawful conduct.
7.2 Claim of
Indemnification. The Parties hereto agree to waive any
right they might have of first requiring the Indemnified Party to proceed
against or enforce any other right, power, remedy, security or claim payment
from any other person before claiming this indemnity.
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7.3 Notice of
Claim. In case any action is brought against an
Indemnified Party in respect of which indemnity may be sought, the Indemnified
Party will give prompt written notice of any such action of which the
Indemnified Party has knowledge and the indemnifying Party will undertake the
investigation and defense thereof on behalf of the Indemnified Party, including
the prompt employment of counsel acceptable to the Indemnified Party affected
and the payment of all expenses. Failure by the Indemnified Party to
so notify will not relieve the relevant Party of such relevant Party’s
obligation of indemnification hereunder unless (and only to the extent that)
such failure results in a forfeiture by the relevant Party of substantive rights
or defenses.
7.4 Settlement. No
admission of liability and no settlement of any action will be made without the
consent of each of the Parties hereto, such consent not to be unreasonable
withheld.
7.5 Legal
Proceedings. Notwithstanding that the indemnifying Party
will undertake the investigation and defense of any action, an Indemnified Party
will have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
will be at the expense of the Indemnified Party unless:
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(a)
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such
counsel has been authorized by the indemnifying
Party;
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(b)
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the
indemnifying Party has not assumed the defense of the action within a
reasonable period of time after receiving notice of the
action;
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(c)
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the
indemnifying Party and the Indemnified Party will have been advised by
counsel that there may be a conflict of interest between the Parties;
or
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(d)
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there
are one or more legal defenses available to the Indemnified Party which
are different from or in addition to those available to the indemnifying
Party.
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Article
VIII
FORCE
MAJEURE
8.1 Events. If
either Party hereto is at any time during this Agreement prevented or delayed in
complying with any provisions of this Agreement by reason of strikes, walk-outs,
labour shortages, power shortages, fires, wars, acts of God, earthquakes,
storms, floods, explosions, accidents, protests or demonstrations by
environmental lobbyists, delays in transportation, breakdown of machinery,
inability to obtain necessary materials in the open market, unavailability of
equipment, governmental regulations restricting normal operations, shipping
delays or any other reason or reasons beyond the control of that Party, then the
time limited for the performance by that Party of its obligations hereunder will
be extended by a period of time equal in length to the period of each prevention
or delay.
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8.2 Notice. A
Party will within seven calendar days give notice to the other Party of each
event of force majeure
under section 8.1 hereinabove, and upon cessation of such event will furnish the
other Party with notice of that event together with particulars of the number of
days by which the obligations of that Party hereunder have been extended by
virtue of such event of force
majeure and all preceding events of force majeure.
Article
IX
DEFAULT AND
TERMINATION
9.1 Default. The
Parties hereto agree that if either of the Parties is in default with respect to
any of the provisions of this Agreement (hereinafter referred to as the “Defaulting Party”), the
non-defaulting Party (hereinafter referred to as the “Non-Defaulting Party”) will
give notice to the Defaulting Party designating such default, and within thirty
(30) business days after its receipt of such notice, the Defaulting Party will
either:
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(a)
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cure
such default, or diligently commence proceedings to cure such default and
prosecute the same to completion without undue delay, with notice to the
Non-Defaulting Party of the procedures it has instigated to cure;
or
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(b)
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give
the Non-Defaulting Party notice that it denies that such default has
occurred and that it is submitting the question to the appropriate
tribunal.
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If
default is not addressed appropriately in the form required by (a) above, or
cured within 30 days of a tribunal’s finding of default, then the Non-Defaulting
Party may terminate this Agreement at any time, without prejudice to any claims
it may have for an accounting or damages.
Article
X
NOTICE
10.1 Notice. Each
notice, demand or other communication required or permitted to be given under
this Agreement will be in writing and will be delivered to the other Party, at
the address for such Party specified above. The date of receipt of
such notice, demand or other communication will be the date of delivery thereof.
Transmission by facsimile, with electronic confirmation, will be considered
delivery.
10.2 Change of
Address. Either Party may at any time and from time to
time notify the other Party in writing of a change of address and the new
address to which notice will be given to it thereafter until further
change.
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Article
XI
GENERAL
PROVISIONS
11.1 Entire
Agreement. This Agreement constitutes the entire
agreement between the Parties hereto in respect to this subject matter and
supersedes every previous agreement, expectation, negotiation, representation or
understanding, whether oral or written, express or implied, statutory or
otherwise, between the Parties with respect to the subject matter of this
Agreement.
11.2 Enurement
and Assignment. This Agreement will enure to the benefit
of and will be binding upon the Parties, their respective heirs, executors,
administrators and permitted assigns. This Agreement may not be
assigned as to any part by any Party without the permission in writing of the
other Party.
11.3 Time of
the Essence. Time will be of the essence of this
Agreement.
11.4 Applicable
Law. This Agreement will be governed exclusively by and
construed and enforced in accordance with the laws and Courts of the State of
Nevada.
11.5 Invalid
Provisions. If any provision of this Agreement is at any
time unenforceable or invalid for any reason it will be severable from the
remainder of this Agreement and, in its application at that time, this Agreement
will be construed as though such provision was not contained herein and the
remainder will continue in full force and effect and be construed as if this
Agreement had been executed without the invalid or unenforceable
provision.
11.6 Currency. Unless
otherwise stated, all references in this Agreement to currency will be United
States currency.
11.7 Severability
and Construction. Each Article, section, paragraph, term
and provision of this Agreement, and any portion thereof, will be considered
severable, and if, for any reason, any portion of this Agreement is determined
to be invalid, contrary to or in conflict with any applicable present or future
law, rule or regulation in a final unappealable ruling issued by any Court,
agency or tribunal with valid jurisdiction in a proceeding to which any Party
hereto is a party, that ruling will not impair the operation of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible (all of which will remain binding on the Parties and continue to be
given full force and effect as of the date upon which the ruling becomes
final).
11.8 Warranty
of Good Faith. The Parties hereto warrant each to the
other to conduct their duties and obligations hereof in good faith and with due
diligence and to employ all reasonable endeavours to fully comply with and
conduct the terms and conditions of this Agreement.
11.9 Representation
and Costs. It is hereby acknowledged by each of the
Parties hereto that, as between the Company and the Consultant, Xxxxxx Xxxxx
XxxXxxxx Law Corporation, acts solely for the Company, and that the Consultant
has been advised to obtain independent legal advice with respect to this
Agreement and that he has consulted with or has had the opportunity to consult
with independent counsel of his own choice concerning this Agreement and that he
has read and understands the Agreement, is fully aware of its legal effect, and
has entered into it freely based on his own judgment.
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11.10 Consents
and Waivers. No consent or waiver expressed or implied
by either Party in respect of any breach or default by the other in the
performance by such other of its obligations hereunder will be valid unless it
is in writing, be relied upon as a consent to or waiver of any other breach or
default of the same or any other obligation or constitute a general waiver under
this Agreement, or eliminate or modify the need for a specific consent or waiver
in any other or subsequent instance.
11.11 Counterparts. This
Agreement may be signed by the Parties hereto in as many counterparts as may be
necessary, each of which so signed will be deemed to be an original, and such
counterparts together will constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the execution date
as set forth on the front page of this Agreement.
IN
WITNESS WHEREOF the Parties hereto have hereunto set their hands and
seals in the presence of their duly authorized signatories effective as at the
date first above written.
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SIGNED
and DELIVERED by
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XXXXXX XXXX XXXX XXXX
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the
Consultant herein, in the presence of:
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/s/ Xxxxxxx Xxx
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Witness
Signature
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/s/ Xxxxxx Xxxx Xxxx
Xxxx
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Blk.
000 Xxxxx Xx., #00-000
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XXXXXX
XXXX XXXX XXXX
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Xxxxxxxxx 000000
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Witness
Address
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Xxxxxxx Xxx, Director
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Witness
Name and Occupation
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The
CORPORATE SEAL of
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the
Company herein,
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was
hereunto affixed by:
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(C/S)
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/s/ Xxxxxxx Xxx
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Authorized
Signatory
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Xxxxxxx Xxx, Director
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(print
name and title)
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