CONTRACT OF ENGAGEMENT
This Contract of Engagement dated and effective this 18th day of August ,
2004 by and between Xxxxxxx Xxxxxxxx, Esq., CPA (hereinafter referred to as The
Consultant), and Guardian Technology Intl Inc.(OTCBB:GDTI) (hereinafter referred
to as The Client).
RECITALS
I. The Client desires to obtain consulting services from The Consultant as
more particularly described herein ("Scope of Services and Manner of
Performance").
II. The Consultant is in the business of providing such consulting
services and has agreed to provide the services on the terms and conditions set
forth in this agreement.
Now, therefore, in consideration of the faithful performance of the
obligations set forth herein and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, The Consultant and The
Client hereby agree as follows.
TERMS
1. Scope of Services. The Company will perform financial and business consulting
for and on behalf of The Client in relation to business development, product
marketing and mergers and acquisitions strategies and advise The Client on
matters pertaining to strategic alliances and business modeling services
including:
a. Increased product exposure
b. Business Modeling and strategies
c. Strategic alliances and M&A services
2. Manner of performance. It is intended that The Consultant will provide
research and sales materials on the company and distribute company material to
potential business partners and strategic alliances who The Consultant
determines in its sole discretion, are capable of purchasing or marketing the
Client's products or may be a potential acquisition partner for The Client. The
Consultant will also advise The Client concerning business development matters
relating to its business. The Consultant will act upon The Client's behalf with
existing customers and business alliances. The Consultant will focus on
contracting persons, generally though conventional communications in order to
familiarize them with information concerning The Client. Additionally, The
Consultant shall be available for advice and counsel to the officers and
directors of The Client at such reasonable and convenient times and places as
may be mutually agreed upon. Except as aforesaid, the time, place and manner of
performance of the services hereunder, including the amount of time allocated by
the Company, shall be determined at the sole discretion of The Consultant.
3. Status of Consultant. The Consultant shall act as an independent Consultant
and not as an agent or employee of The Client and The Consultant shall make no
representation as an agent or employee of The Client. The Consultant shall
furnish insurance and be responsible for all taxes as an independent Consultant.
The Consultant shall have no authority to bind The Client or incur other
obligations on behalf of The Client. Likewise, The Client shall have no
authority to bind on incur obligations on behalf of The Consultant.
4. Disclosure of Material Events. The Client agrees to promptly disclose to The
Consultant those events/discoveries which are known and/or anticipated that may
conceivably may have an impact on the stock, business operations, future
business, or public perception of The Client, as this has material impact on the
ability and effectiveness of The Consultant and service rendered.
5. Confidentiality Agreement. In the event The Client discloses information to
The Consultant that The Client considers to be secret, proprietary or non-public
and so notifies The Consultant, The Consultant agrees to hold said information
in confidence. Proprietary information shall be used by The Consultant only in
connection with services rendered under this Agreement. Proprietary information
shall not be deemed to include information under a) is in or becomes in the
public domain without violation of this Agreement by The Client, or b) is
rightfully received from a third entity having no obligation to The Client and
without violation of this Agreement. In reciprocal, The Client agrees to hold
confidential all trade secrets of and methods employed by The Consultant in
fulfillment of services rendered.
6. Indemnification. The Client agrees to indemnify and hold harmless The
Consultant against any losses, claims, damages, liabilities and/or expenses
(including any legal or other expenses reasonably incurred in investigating or
defending any action or claim in respect thereof) to which The Consultant is
willing and capable of providing services on a "Best Efforts" basis. Payment by
The Client to The Consultant is irrevocable and irreversible.
7. Conflict of Interest. The Consultant shall be free to perform services for
other persons. The Consultant will notify The Client of its performance of
consulting services for any other Client that could conflict with its
obligations under this agreement.
8. Term. Refer to Schedule A.
9. Payment. Refer to Schedule B.
10. Severability. This agreement may be dissolved at any time at the express
consent of both parties with thirty days written notice. Agreement shall
continue for an additional ninety days if not cancelled in writing within thirty
days of the termination date of this agreement. In the event any part of this
agreement shall be held to be invalid by any competent court or arbitration
panel, this agreement shall be interpreted as if only that part is invalid and
that the parties to this agreement will continue to execute the rest of this
agreement to the best of their abilities unless both parties mutually consent to
the dissolution of this agreement.
This agreement shall be interpreted accordance with laws of the State of
Virginia. This agreement and attached schedules constitutes the entire contract
of the parties with respect to the matters addressed herein and no modifications
of this agreement shall be enforceable unless in writing signed by both The
Consultant and The Client. This agreement is not assignable by either party
without the consent of the other.
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In witness whereof The Consultant and The Client have caused this agreement to
be executed on the date indicated in Schedule A.
Guardian Technology Intl. Inc.
Authorized person x______________________ Title______________ Date________
I hereby certify that I agree to the terms of the contract above and am
authorized to enter into a binding contract.
______________________________
Xxxxxxx Xxxxxxxx, Esq., CPA
Authorized person x_____________________ Title ______________ Date_________
I hereby certify that I agree to the terms of the contract above and am
authorized to enter into a binding contract.
SCHEDULE A
Term of Commitment
The Consultant shall perform consulting services for The Client for four (4)
months or until it is mutually determined upon that agreed upon objectives have
been met and the terms of commitment have been fulfilled.
Such services shall commence upon receipt of the first payment as outlined in
Schedule B.
SCHEDULE B
50,000 non-legend shares upon successful filing and registration of Form S-8 by
the Client or by a non-affiliate, third party investor.
