Exhibit 10.4
Consulting Retainer Agreement
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This Agreement is made effective as of 11 APRIL 2010, by and between MOXISIGN
PTY LTD and ▇▇▇▇▇ ▇▇▇▇ of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇.
In this Agreement, the party who is contracting to receive services shall be
referred to as "Client", and the party who will be providing the services shall
be referred to as "Consultant". Client desires to have services provided by
Consultant.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES
Consultant will provide the following services (collectively, the "Services"):
Assist Client as they seek to accomplish any of the following:
Build and edit a business plan, put together a conforming and enabling Broad
Based Black Economic Empowerment (BBBEE) consortium for the venture, guide
client in dealings with the various government departments and stakeholders,
and/or other advisory services. Services are considered management consulting
designed to enable Client to successfully enter into the manufacturing of API
products in the Republic of South Africa.
2. PERFORMANCE OF SERVICES.
The manner in which the Services are to be performed and the specific hours to
be worked by Consultant shall be determined by Consultant. Client will rely on
Consultant to work as many hours as may be reasonably necessary to fulfil
Consultant's obligations under this Agreement.
3. PAYMENT/RETAINER
Client will pay a retainer to Consultant for the Services in the amount of R150
000 (One Hundred and Fifty Thousand Rand) per month or part thereof. This fee
shall be payable in advance upon signing of the contract and thereafter in
advance on the first of every month. This is non-refundable.
4. EXPENSE REIMBURSEMENT.
Consultant shall be entitled to reimbursement from Client for the following
reasonable "out-of-pocket" expenses:
* Travel expenses and Accommodation
Consulting Retainer Agreement
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5. SUPPORT SERVICES.
Client will provide the following support services for the benefit of
Consultant: o All information, reports and studies currently in hand
6. TERM/TERMINATION.
This Agreement shall terminate automatically upon completion by Consultant of
the Services required by this Agreement or 1 year from the effective date of
this agreement.
7. RELATIONSHIP OF PARTIES.
It is understood by the parties that Consultant is an independent contractor
with respect to Client, and not an employee of Client. Client will NOT provide
fringe benefits, including health insurance benefits, paid vacation, or any
other employee benefit, for the benefit of Consultant.
8. DISCLOSURE.
Consultant is required to disclose any outside activities or interests that
conflict or may conflict with the best interests of Client. Prompt disclosure is
required under this paragraph if the activity or interest is related, directly
or indirectly, to other consulting relationships that may conflict with this
Agreement.
CONSULTANT IS NOT AN ATTORNEY, nor licensed to practice law. Discussions can
skirt legal issues and should be interpreted as opinions, or things to consider.
If legal advice is desired, consult an Attorney.
CONSULTANT IS NOT A CPA, NOR A TAX PROFESSIONAL. Discussions can and do involve
accounting and presentation of financial results and projections. When Tax
advice is requested, contact a CPA or Tax professional.
CONSULTANT IS NOT AN EMPLOYEE OF ANY BANKING INSTITUTION. Therefore consultant
can not speak for any particular institution. Financial institutions regularly
change their policies and procedures. Therefore advice should be considered as a
general methodology.
CLIENT MAINTAINS CONTROL OF ALL DECISIONS AND SHOULD REJECT ADVICE THAT THEY DO
NOT AGREE WITH. Client may find that things have changed after they enter a
relationship with a bank, or other business concern. Consultant can not control
future events, therefore cannot be responsible for long term outcomes of
business or financing strategies.
Consulting Retainer Agreement
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9. EMPLOYEES.
Consultant's employees, if any, who perform services for Client under this
Agreement shall also be bound by the provisions of this Agreement.
10. CONFIDENTIALITY.
Client recognizes that Consultant has and will have the following information:
- business affairs; financial information; personal information; future plans;
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of Client and need to be protected from
improper disclosure. In consideration for the disclosure of the Information,
Consultant agrees that Consultant will not at any time or in any manner, either
directly or indirectly, use any Information for Consultant's own benefit, or
divulge, disclose, or communicate in any manner any Information to any third
party without the prior consent of Client. Consultant will protect the
Information and treat it as strictly confidential. A violation of this paragraph
shall be a material violation of this Agreement.
11. CONFIDENTIALITY AFTER TERMINATION.
The confidentiality provisions of this Agreement shall remain in full force and
effect after the termination of this Agreement.
12. RETURN OF RECORDS.
Upon termination of this Agreement, Consultant shall deliver all records, notes,
and data of any nature that are in Consultant's possession or under Consultant's
control and that are Client's property or relate to Client's business.
13. NOTICES.
All notices required or permitted under this Agreement shall be in writing and
shall be deemed delivered when delivered in person or sent by registered mail,
postage prepaid, addressed as follows:
IF for Client: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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Consulting Retainer Agreement
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IF for Consultant: ▇▇▇▇▇ ▇▇▇▇
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Such address may be changed from time to time by either party by providing
written notice to The other in the manner set forth above.
14. ENTIRE AGREEMENT.
This Agreement contains the entire agreement of the parties and there are no
other promises or conditions in any other agreement whether oral or written.
This Agreement supersedes any prior written or oral agreements between the
parties.
15. AMENDMENT.
This Agreement may be modified or amended if the amendment is made in writing
and is signed by both parties.
16. SEVERABILITY.
If any provision of this Agreement shall be held to be invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would become valid and
enforceable, then such provision shall be deemed to be written, construed, and
enforced as so limited.
17. WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of this Agreement shall not
be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Agreement.
18. APPLICABLE LAW.
This Agreement shall be governed by the laws of the Republic of South Africa.
Consulting Retainer Agreement
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19. EXIT
This agreement may be terminated if both parties agree that:
* The project is no longer viable
* The goals of the project are no longer achievable
This agreement shall terminate thirty (30) days after both parties have agreed
the above in writing. Neither party shall withhold consent unreasonably.
In the event that the projects goals are achieved or a tender is awarded prior
to the twelve (12) month contract period the client shall pay the consultant a
balloon payment equivalent to the value of the remaining months retainer fee
within thirty (30) days.
Party receiving services:
By: /s/ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Date: November 4, 2010
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▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ for and on
behalf of Moxisign (Pty) Ltd.
Party providing services:
By: /s/ ▇▇▇▇▇ ▇▇▇▇ Date: November 4, 2010
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▇▇▇▇▇ ▇▇▇▇ - Consultant