CONSULTING SERVICES AGREEMENT
EXHIBIT 10.29
THIS
CONSULTING SERVICES AGREEMENT (the "Agreement") is made and entered into as of
this 15th day of August 2008, by and between Location Based Technologies, Inc.
the (“Company”), a Nevada corporation and, Xxxxxxx Xxxxx, Xx.
("Consultant");
ENGAGEMENT OF CONSULTANT;
SERVICES TO BE PERFORMED
WHEREAS,
Location Based Technologies, Inc. desires to engage the services of Consultant
as a Financial and Business Advisor, which duties will include:
|
i)
|
To
advise the Company on fund raising initiatives. The Consultant’s
consulting engagement is on a non-exclusive
basis.
|
|
ii)
|
To
advise the Company regarding corporate governance, external financial
reporting, filings and communications with the Securities and Exchange
Commission, or securities exchanges or any other agency deemed appropriate
by the Company.
|
|
iii)
|
To
assist in any corporate development activities deemed appropriate by the
Company, including but not limited to international expansion, mergers,
acquisitions, purchase or disposition of assets, changes in control,
etc...
|
|
iv)
|
To
assist in any other activities deemed appropriate by the
Company
|
NOW,
THEREFORE, in consideration for the mutual covenants contained herein, the
parties hereby agree as following:
|
|
1.
|
Compensation
for Services
|
(a) As
compensation for the services related to i) and ii) above to be performed by
Consultant hereunder, the Company shall pay to Consultant an hourly rate of
$150.00 (paid in a combination of cash and/or equity; however, the cash portion
will not exceed more than 50% of the amount due). Compensation for services
related to iii) above will be at $250.00 per hour. Compensation related for the
services related to iv) above will be negotiated with the Consultant at the time
the services are requested.
(b) In
addition to the compensation to be paid to Consultant hereunder, the Company
shall reimburse Consultant for Consultant’s reasonable out of pocket expenses,
including but not limited to, mileage, travel expenses incurred in the
performance of the consulting services hereunder, provided that such expenses
are presented to, and approved in advance by the Company.
|
|
2.
|
Term
|
The term
this Agreement will be for six months from the date hereof and may by mutual
agreement be extended for an additional six months, commencing on February 15,
2009 and ending on August 15, 2009; however, that the Company shall have the
right and option, in its sole discretion, to cancel the agreement at any
time.
|
|
3.
|
Information
and Data
|
In
connection with Consultant’s activities hereunder, the Company will furnish
Consultant with analytics, engineering resources, administrative support and
such other information and data regarding the services the “Company” deems
appropriate, at the Company’s discretion.
1
|
|
4.
|
Independent
Contractor
|
In
rendering consulting services to the Company pursuant to this Agreement, it is
acknowledged and agreed that Consultant shall be acting solely as an independent
contractor and shall not have authority to the Company in any regard except as
may be specifically delegated to Consultant by the Company in
writing.
|
|
5.
|
Notices
|
All
notices and other communications required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given if delivered
personally, given by prepaid telegram, sent by fax, sent by confirmed email, or
mailed by registered or certified mail, postage prepaid, addressed to the party
to who sent as follows:
|
|
To
Consultant:
|
Xxxxxxx
Xxxxx, Xx.
XX
Xxx 0000
Xxxxxx
Xxxxx Xx, XX 00000
858
922-4891
E-mail:
xxxxxxx@xxxxx.xxx
|
|
|
To
Company:
|
0000
X. Xx Xxxxx Xxx.
Xxxxxxx,
XX 00000
ATTN:
Xxxxx Xxxxx
Fax:
(000) 000-0000
|
Any party
may change the address to which such communications are to be directed to him or
it by giving written notice in the manner provided in this
paragraph.
|
|
7)
|
Indemnification
|
Company
shall, at its sole cost and expense, defend and hold harmless Contractor
(including Contractor’s current and former officers, directors and employees),
from any and all allegations, claims, losses, damages, penalties, judgments,
liabilities, costs and expenses (including, without limitation, the costs of
defense and other reasonable expenses of litigation, that may be incurred by,
imposed upon, or asserted against Contractor by reason of any legal proceeding,
claim, action or demand of a third party (each a “Claim”), including allegations
that Contractor is vicariously liable for the actions of Company, arising from
Contractor’s performance of services under this Agreement, any breach of this
Agreement or any willful misconduct or negligent act or omission of Company
(including Company’s officers, directors and employees) in connection with its
activities under this Agreement. Company’s obligation to hold
Contractor harmless under this Section 7 shall survive the expiration or
termination of this Agreement by either party for any reason.
Consultant
agrees to indemnify and hold harmless the Company and its directors, officers,
employees, agents, and controlling persons (each an “Indemnified Party”) from
and against any and all claims, loss, liability, damage, cost and expense
whatsoever (a “Claim”) relating to such Claims, including reasonable attorneys
fees, arising out of or relating to the engagement hereunder or any transaction
contemplated hereby:
|
|
8)
|
Miscellaneous
Provisions
|
(a) This
Agreement may not be assigned by Consultant to any person without the prior
written consent of Company. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
2
(b) The
parties agree to execute any and all documents that may be reasonably necessary
in order to effectuate the transactions contemplated by this
Agreement.
(c) This
Agreement shall be construed in accordance with and governed by the laws of the
State of California applicable to contracts made and to be performed in that
State.
(d) This
Agreement contains the entire understanding between the parties and supersedes
any prior written or oral agreements between them respecting the subject matter
contained herein.
(e) There
are no representations, agreements, arrangements or understandings, oral or in
writing, between or among the parties relating to the subject matter of this
Agreement which are not fully expressed herein.
(f) Any
dispute arising from the terms or obligations of this Agreement shall be
submitted to binding arbitration in accordance with the rules and regulations of
the American Arbitration Association sitting in San Francisco, and any decision
by the American Arbitration Association may be enforced by any court having
jurisdiction thereof. Notwithstanding the foregoing, any party may
commence legal action to obtain preliminary injunctive or other temporary relief
to enforce the terms of this Agreement pending arbitration, and/or to obtain or
compel specific performance of this Agreement pursuant to any award of the
American Arbitration Association.
(g) If
any legal action should be brought between or among the parties (including
arbitration), the prevailing party shall be entitled to recover all costs
incurred therein, including but not limited to reasonable attorneys’
fees.
(h) If
the scope of any provision of this Agreement is too broad in any respect
whatsoever to permit enforcement to its full extent, then such provision shall
be enforced to the maximum extent permitted by law, and the parties hereto
consent and agree that such scope may be judicially modified accordingly and
that the whole of this Agreement shall not thereby fail, but that the scope of
such provision shall be curtailed only to the extent necessary to conform to
law.
(i) All
paragraph headings herein are inserted for convenience only and shall not be
used in any way to modify, limit, construe or otherwise affect this Agreement or
the interpretation thereof.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
LOCATION
BASED TECHNOLOGIES, INC. (The “Company”):
|
By:
|
|
|||
|
Xxxxx
Xxxxx, CEO
|
|
Xxxxxxx
Xxxxx, Xx. (The “Consultant”):
|
By:
|
|
|||
| Xxxxxxx Xxxxx, Xx. |
