SERVICE AGREEMENT
THIS AGREEMENT made as of the ____ day of October, 2004 (the "Effective Date").
BETWEEN: SKYWAY COMMUNICATIONS HOLDINGS CORP., a Florida based corporation
having offices at 0000 - 000xx Xxxxxx Xxxxx, Xxxxxxxxxx, XX, 00000,
whose securities trade on the OTC:BB under the symbol SWYC
(the "Company")
AND: XXXX XXXXXXXX AND KARLSSON LAW CORPORATION, a law corporation with
offices at Suite 300 - 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0
(the "Service Provider")
AGREEMENT:
1. Definitions:
1.1. In this Agreement save where the context otherwise requires:
a) "Appointment" means the appointment of the Service Provider by
the Company under this Agreement.
b) The "Life" of this Agreement means the duration of the
appointment as specified in paragraph 2.
c) "Services" means the services to be provided by the Service
Provider to the Company as specified in Article 4 of this
Agreement.
2. Appointment
2.1. The Company hereby agrees to engage the Service Provider and the Service
Provider agrees to provide to the Company the Services commencing upon the 18th
of October, 2004 for a period of six months, whereafter the contract may be
renewed for a further term by mutual consent of the parties hereto.
2.2. Either party may terminate this Agreement on thirty days written notice.
3. Attention to the business of the Company
3.1. During the continuance of this Agreement, the Service Provider shall devote
such time and attention to the business of the Company as is required to fulfill
the term of the engagement, and as more particularly required by the Company
pursuant to Article 4 of this Agreement.
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4. Service
4.1. The Service Provider shall report to the President of the Company or to
such other persons as the Company may designate in writing from time to time.
4.2. The Service Provider's primary responsibilities shall be:
a. To advise on, construct and implement the introduction of the
Company's products into the European and Asian marketplaces in
furtherance of the Company's business objectives.
b. To advise and assist the Company with such other services as may
be consistent with the engagement that the Parties may agree upon
from time to time.
4.3. The Company will provide any direction given to the Service Provider
regarding the Services in writing. More particularly, however, the Service
Provider shall not provide any investment advice or recommendations regarding
the Company to anyone, and shall focus its efforts around disseminating
information that it has gathered and which is otherwise available in the public
domain. Any breach of the foregoing by the Service Provider may result in the
immediate termination by the Company of this Agreement.
4.4. The Service Provider has not, and will not be, providing any services in
connection with the offer or sale of securities in a capital-raising
transaction, any services that directly or indirectly promote or maintain a
market for the Company's securities, and any services in connection with a shell
merger.
5. Compensation
5.1. In consideration for the services to be provided under this Agreement the
Company agrees to issue shares of Common Stock of the Company to the Service
Provider in the following amount:
5 million (5,000,000) shares of Common Stock registered pursuant to a
Registration Statement on Form S-8 (the "S-8 Shares") filed with the
United States Securities and Exchange Commission (the "SEC").
5.2. If not currently completed, the Company shall prepare and file a
Registration Statement or Form S-8 with the SEC for purposes of registering the
S-8 Shares under the Securities Act of 1933, as amended.
5.3. All fees due as described in paragraph 5.1 shall be payable as against an
invoice from the Service Provider.
6. Confidential Information and Company Documents
6.1. The Service Provider shall not, during the term of this Agreement, nor at
any time thereafter:
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a. divulge or communicate Confidential Information to any person,
company, business entity or other organization;
b. use for its own purposes or for any purposes other than those on
behalf of the Company, or through any failure to exercise due
care and diligence, cause any unauthorized disclosure of, any
trade secrets or Confidential Information relating to the Company
and its clients. These restrictions shall cease to apply to any
information, which is or becomes generally available to the
public other than as a result of any act or default on the part
of the Service Provider.
6.2. "Confidential Information" shall include any information relating to the
Company, its subsidiaries, its clients, suppliers and their terms of business,
details of customers and their requirements, the price charged to and the terms
of business with customers, marketing plans and sales forecasts, financial
information, results and forecasts (to the extent that these are not included in
published audited accounts), details of employees and officers and of the
remuneration and benefits paid to them, information relating to research
activities, inventions, secret processes, designs, formulae and product lines,
any information which the Service Provider is told in confidence by customers,
suppliers or other persons.
6.3. Any notes, memoranda, records, lists of customers and suppliers and
employees, correspondence, documents, computers an other disk and tape, data
listing, codes, designs and drawings and other documents and material whatsoever
(whether made or created by the Service Provider or otherwise) relating to
business of the Company (and any copies of the same) and which have come into
the possession of the Service Provider in relation to this Agreement:
a. Shall be and remain the property of the Company, and;
b. Shall be surrendered by the Service Provider on demand.
6.4. Upon termination of this Agreement the Service Provider shall deliver up to
the Company all Confidential Information and any copies (however stored) and in
relation thereto, and any other property belonging to the Company which is in
the Service Provider's possession.
7. Representation and Warranties
7.1. The Company warrants that:
a. It is incorporated under the laws of Delaware and is in good
standing.
b. Neither the Company nor the Directors and Officers are the
subject of any investigation by any State, Federal or
International regulatory agency.
c. There are no undisclosed legal disputes current or pending
against the Company, its Directors and Officers, and
subsidiaries.
d. The Company's interest in certain licenses and technology as
disclosed in the Company's business plan, prospectus and
regulatory filings are owned by or licensed to the Company and
there are no legal disputes relating thereto.
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8. Notices
8.1. Any notice required under this Agreement may be given by sending same by
first class registered post addresses to the registered office of the Company,
or addressed to the last known address of the Service Provider. Notice may also
be given via facsimile. Any notice given pursuant to this clause other than by
facsimile, shall be deemed to have been received 96 hours after the time of
posting and service thereof shall be sufficiently proved by providing that the
notice was duly dispatched through the post in a prepaid envelope addressed as
aforesaid.
9. Public Disclosure
9.1. In carrying out the Services, the Service Provider shall at all times
ensure that all representations and information provided to third parties do not
violate the internal disclosure policies of the Company, and comply at all times
with the rules and regulations of applicable regulatory authorities, including
without limitation the SEC.
10. Indemnity
10.1. Each of the Company and the Service Provider agree to indemnify and hold
each other, each others affiliates, control persons, officers, employees,
attorneys and agents (collectively, the "Indemnified Persons") harmless from and
against all losses, claims and damages, liabilities, costs or expenses including
reasonable attorneys and accountants fees arising out of the performances of
this Agreement, whether or not the other is a party to such dispute. Each of the
Company and the Service Provider agrees that it shall also reimburse the other
Party's Indemnified Persons for any attorney's fees and costs incurred in
enforcing this indemnification against the indemnifying party. This indemnity
shall not apply however where an arbitration panel or court of competent
jurisdiction has made a final determination that such indemnifying party engaged
in gross recklessness, willful misconduct or any unlawful act in the performance
of its services hereunder which gave rise to the loss, claim, damage, liability,
cost or expense sought to be recovered hereunder. (But pending any such final
determination, the indemnification and reimbursement provision of this Agreement
shall apply and the indemnifying party shall perform its obligations hereunder
to reimburse the Indemnified Person for their attorneys' fees and expenses.)
11. Entire Understanding
11.1. This Agreement contains the entire understanding between the parties in
connection with the matters contained and supersedes any previous agreements and
undertakings relating thereto.
12. No Waiver
12.1. No waiver delay time or other indulgence granted by either party hereto or
the other in respect of any breach of this Agreement shall in any way prejudice
or affect the rights or remedies of the granting party in relation to such
breach.
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13. Assignment
13.1. This Agreement may not be assigned by the Service Provider without the
prior written consent of the Company.
14. Applicable Law
14.1. This Agreement shall be governed and construed in accordance with the laws
of the Province of British Columbia, Canada. Disputes will be settled by
arbitration. Fees, including attorney fees, and costs associated with the
arbitration will be paid to the prevailing party as determined by the
arbitrator.
15. Termination
15.1. This Agreement may be terminated by either party upon breach by the other
party of the provisions herein, and for cause. Cause shall include:
a. Any act of omission or commission sufficient at law to result in
the termination of this Agreement; and
b. Any act of omission or commission involving fraud, dishonesty,
breach of duty of good faith, moral turpitude, gross negligence
or gross misconduct.
c. Failure to provide registered S-8 shares or timely register
shares issued under the Agreement
15.2. This Agreement may be terminated in accordance with Article 2 above.
16. Board of Directors Approval:
16.1. This Agreement is subject to approval by the Company's Board of Directors.
By executing this Service Agreement the company represents and warrants that it
has obtained or within seven (7) calendar days will obtain the necessary Board
of directors and/or other approvals to cause this Agreement to be duly
authorized, executed and delivered by the company.
AGREED AND ACCEPTED on behalf of the Company
___________________________________________________
AGREED AND ACCEPTED on behalf of Karlsson Law Corporation
___________________________________________________
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