EXHIBIT 14
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of the
1st day of January, 2004 by and between 1541682 Ontario Inc. ("Consultant") and
Rent Shield Corp. a Florida corporation (the "Company").
WITNESSETH
WHEREAS, the Company is in the Rental Insurance business; and
WHEREAS, the Company is a Florida Corporation and will require a
variety of technical and managerial support, engage a top quality team to
perform on the world stage. Lead and mold the team, build morale, communications
and process. Create a platform for sustainable growth and enhancements in
product features, benefits and quality. Instill a "nothing less than perfect"
mentality in the team, while maintaining the creative edge that drives
innovation. Champion best practices to ensure innovation and intellectual
property is enhanced, protected and delivered on time, and on budget, as it
relates to the business of the Company, and
WHEREAS, Consultant has been and the Company has found that the
Consultant has strong social ties as it relates to the market place Company
wishes to enter into, can provide the Company with the services and contacts
required by the Company and is desirous of performing such services for the
Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on 31st day of October 2008, unless earlier
terminated in accordance with paragraph 8 herein or extended as agreed to
between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall act as Chief
Technical Support for and on behalf of Company, and where matters are outside
the scope of Consultants expertise, Consultant agrees to engage the services of
outside services, for and on behalf of the Company,
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and to oversee such matters for and on behalf of the Company. The Company
acknowledges and agrees that any and all costs associated with Consultant
seeking outside assistance, is for and on behalf of the Company and shall be an
expense of the Company.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be reasonably
requested by Consultant, and shall advise Consultant of any facts which would
affect the accuracy of any data and information previously supplied pursuant to
this paragraph. The Company shall promptly supply Consultant with full and
complete copies of all financial reports, all filings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
5. COMPENSATION.
The Company shall pay Consultant the sum of:
(a) Consultant shall be paid Two Hundred and Fifty
Thousand ($250,000.00) United States Dollars for 1st
year of this Agreement, paid in twelve equal monthly
payments, paid on the first day of each month during
the term of this Agreement; plus
(b) Three Hundred and Fifty Thousand ($350,000.00) United
States Dollars for 2nd year of this Agreement, paid
in twelve equal monthly payments, paid on the first
day of each month during the term of this Agreement;
plus
(c) For years Three (3), Four (4) and Five (5),
Consultant shall be paid Two percent of the gross
revenues of the Company as compensation for said
services during said period.
ii. Consultant in providing the foregoing services, shall be paid
Five Thousand ($5,000.00) United States Dollars per month,
over and above Consultants salary, as an allowance to cover
costs incurred by Consultant in the performance of its duties
as described herein. Any and all travel costs, including,
without limitation, travel, lodging, telephone shall be paid
by the Company directly. Said monies shall be paid to
Consultant on the first day of each month during the term of
this Agreement.
iii. Consultant shall have a One Time Option to purchase Five (5%)
Percent of all issued and outstanding common shares of the
company at a price of US$1.68 per share. Said Option is
exercisable by the Consultant at any time during the Term of
this Agreement.
iv. In addition, Consultant shall be paid all bonuses which the
Board approves for any given year, during the term of this
Agreement.
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6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledge its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in the
absence of notice in writing from the Company, will rely on the continuing
accuracy of material, information and data supplied by the Company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement may not be terminated by Company during the
Term of this Agreement. Should Company wish to terminate this Agreement prior to
the expiration date, the company shall pay to Consultant the balance then
outstanding under the Agreement, with no right to set-off, said amount to be no
less than TWO MILLION UNITED STATES DOLLARS (US$2,000,000.00).
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in a writing signed by both Parties.
Notices: Any notice required of permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to such
other address of facsimile telephone number as the Party shall furnish in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Assignment: This Consulting Agreement may not be transferred or
assigned.
Severability: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the artier(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Miami, Florida. The interpretation and enforcement of
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this Agreement shall be governed by Florida law as applied to residents of the
State of Florida relating to contracts executed in and to be performed solely
within the State of Florida. In the event any dispute is arbitrated, the
prevailing party (as determined by the arbitrated, the prevailing party (as
determined by the arbiter(s)) shall be entitled to recover that party's
reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
RENT ▇▇▇▇▇ COPR.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/
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▇▇▇▇ ▇▇▇▇▇▇▇▇, CEO 1541682 Ontario, Inc.
ASO ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇, COO
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