CONSULTING AND INVESTMENT BANKING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), dated as of June 1,
2005, is made by and between Venture Fund I, Inc., a Nevada corporation, whose
address is 15318 Climbing Branch Drive, Houston, Texas, and AZUR International,
Inc. ("Client"), a Nevada corporation, having it's principal place of business
at 000 XX 0xx Xxx., Xxxxx 0000, Xx. Xxxxxxxxxx, Xxxxxxx.
WHEREAS, Consultant has extensive background and contacts in the area
of business development and marketing;
WHEREAS, Consultant desired to be engaged by Client to provide
information, evaluation and consulting and investment banking services to the
Client in his area of knowledge and expertise on the terms and subject to the
conditions set forth herein;
WHEREAS, Client is a publicly held corporation with its common stock
shares trading on the Pink Sheets under the ticker symbol "AZRI," and desires to
further develop its business, increase it's common stock share's value, and
examine the benefits of a business combination; and
WHEREAS, Client desires to engage Consultant to provide information,
evaluation and consulting and investment banking services to the Client in its
area of knowledge and expertise on the terms and subject to the conditions set
forth herein.
NOW, THEREFORE, in consideration for those services Consultant provides
to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for Client all necessary services required
in working to bring about the effectiveness of the Client's business plan of
operations. As such Consultant will provide bona fide services to Client.
Services to Client, throughout the term, shall include, but not be limited to,
identifying and securing business opportunities, acquisitions and combinations
for Client, investment banking advice, marketing advice, interfacing with
marketers, all at the direction of Client. Consultant shall dedicate all of the
necessary time and facilities required to perform under the Agreement, however,
Consultant is only obligated to perform such services on a non-exclusive basis
and may provide similar services to others provided they are not directly
competitive with Client's businesses. The services to be provided by Consultant
will not be in connection with the offer or sale of securities in a
capital-raising transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.
2. Consideration.
In complete consideration for Client providing the services as
described in paragraph 1 above, Client shall issue to Consultant, as
compensation and fees for its services 600,000 pre-reverse split shares of its
common stock ("shares") with piggyback registration rights in the event Client
is merged or acquired by another corporation. Those said shares shall be issued
in full upon any business combination with the number adjusted proportionally to
all other shareholders of Client.
3. Confidentiality.
Each party agrees that during the course of this Agreement, information
that is confidential or of a proprietary nature may be disclosed to the other
party, including, but not limited to, product and business plans, software,
technical processes and formulas, source codes, product designs, sales, costs
and other unpublished financial information, advertising revenues, usage rates,
advertising relationships, projections, and marketing data ("Confidential
Information"). Confidential Information shall not include information that the
receiving party can demonstrate: (a) is, as of the of its disclosure, or
thereafter becomes part of the public domain through a source other than the
receiving party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party, or (d) is
subsequently learned from a third party not under a confidentiality obligation
to the providing party.
4. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless Consultant
and/or its agents, and to defend any action brought against said parties with
respect to any claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees to the extent that such action is based upon a claim
that: (i) is true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii) arises out of the
negligence or willful misconduct of Client, or any Client Content to be provided
by Client and does not violate any rights of third parties, including, without
limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless Client,
its directors, officers, employees and agents, and defend any action brought
against same with respect to any claim, demand, cause of action, debt or
liability, including reasonable attorneys' fees, to the extent that such an
action arises out of the gross negligence or willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party shall
promptly provide the indemnifying party with written notice of any claim, which
the indemnified party believes falls within the scope of the foregoing
paragraphs. The indemnified party may, at its expense, assist in the defense if
it so chooses, provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnifying party shall not be final without
the indemnified party's written consent, which shall not be unreasonably
withheld.
5. Limitation of Liability.
Neither party shall have any liability with respect to its obligations
under this Agreement or otherwise for consequential, exemplary, special,
incidental, or punitive damages even if a party has been advised of the
possibility of such damages. In any event, the liability of a party for any
reason and upon any cause of action, regardless of the form in which the legal
or equitable action may be brought, including, without limitation, any action in
tort or contract, shall not exceed ten percent (10%) of the fee paid by Client
to consultant for the specific service provided that is in question.
6. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next to the
signatures below and terminate upon completion of a business combination. Unless
otherwise agreed upon in writing by Consultant and Client, this Agreement shall
not automatically be renewed beyond its Term.
(b) Termination.
Either party may terminate this agreement on thirty (30) calendar days
written notice, or if prior to such action, the other party materially breaches
any of its representations, warranties, or obligations under this Agreement.
Except as may be otherwise provided in this Agreement, such breach by either
party will result in the other party being responsible to reimburse the
non-defaulting party for all costs incurred directly as a result of the breach
of this Agreement, and shall be subject to such damages as may be allowed by law
including all attorneys' fees an costs of enforcing the Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client shall pay
all unpaid an outstanding fees through the effective date of termination or
expiration of this Agreement. And upon such termination, Consultant shall
provide and deliver to Client any and all outstanding services due through the
effective date of this agreement.
7. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor" relationship
between Consultant and client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are cumulative.
The rights of each of the parties hereunder shall not be capable of being waived
or varied other than by an express waiver or variation in writing. Any failure
to exercise or any delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any defective or partial
exercise of any of such rights shall not preclude any other or further exercise
of that or any other such right. No act or course of conduct or negotiation on
the part of any party shall in any way preclude such party from exercising any
such right or constitute a suspension or an variation of any such right.
(c) Benefit Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be binding upon,
and shall inure to the benefit of, the undersigned parties and their heirs,
executors, administrators, representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof. There are no promises, agreements,
conditions, undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between them with respect
to this Agreement or the matters described in the Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or understandings shall not
be used to interpret or constitute this Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder shall
be assigned or transferred by either party, either in whole or in part, without
the written consent of the other party, and any purported assignments in
violation hereof shall be void.
(f) Amendment.
This agreement may be amended only by an instrument in writing executed
by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the event
that any provision of the Agreement is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such provision shall be
severed or modified to the extent necessary to render it enforceable and as so
severed or modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in the Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of the Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the singular
shall be deemed to include the plural, the plural shall be deemed to include
each of the singular, and pronouns of one or no gender shall be deemed to
include the equivalent pronoun of the other or no gender.
(j) Further Assurances.
In addition to the instruments and document to be made, executed and
delivered pursuant to this Agreement, the parties hereto agree to make, execute
and deliver or cause to be made, executed and delivered, to the requesting party
may reasonably require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement shall be
given in writing and may be sent by personal delivery or by mail (either a.
United States mail, postage prepaid, or b. Federal Express or similar generally
recognized overnight carrier), addressed as follows (subject to the right to
designate a different address by notice similarly given):
To Client:
AZUR International, Inc.
000 XX 0xx Xxx., Xxxxx 0000
Xx. Xxxxxxxxxx XX 00000
To Consultant:
Xxxxxxx Xxxxxxx
Venture Fund I, Inc.
00000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxx XX 00000
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance with
the laws of the State of Delaware without reference to its conflicts of laws
rules or principles. Each of the parties consents to the exclusive jurisdiction
of the federal courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non coveniens, to
the bringing of any such proceeding in such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent and authority
to execute and deliver this Agreement on behalf of such party.
(n) Survival of Provisions.
The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement
shall survive the termination of this Agreement.
(o) Execution in Counterparts.
This Agreement bay be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute on
and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on this date May 31,
2005.
AZUR International, Inc.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------
Xxxxxx Xxxxxxx, President
/s/ Xxxxxxx Xxxxxxx
-----------------------------
Xxxxxxx Xxxxxxx, Consultant
