THIS DOCUMENT WHEN SIGNED CONSTITUTES A LEGALLY BINDING CONTRACT WHICH REQUIRES ARBITRATION TO RESOLVE ANY DISPUTES BETWEEN THE PARTIES. MANAGEMENT CONSULTING AGREEMENT
EXHIBIT
10.10
THIS
DOCUMENT WHEN SIGNED CONSTITUTES A
LEGALLY BINDING
CONTRACT
WHICH REQUIRES ARBITRATION TO RESOLVE ANY DISPUTES
BETWEEN
THE PARTIES.
This
Management Consulting Agreement (the “Agreement) is made and entered into
effective the date it is signed by the last to sign as set forth below by and
between the following parties:
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I.
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Siteworks,
Inc., whose principal executive offices is ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇., ▇▇▇▇
▇ ▇,
▇▇▇▇▇, ▇▇ ▇▇▇▇▇, a Florida Corporation, hereinafter referred to as
the
“Client” and whose stock symbol is Pink Sheet “SRKS”; and, whose telephone
number is (▇▇▇) ▇▇▇-▇▇▇▇.
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II.
▇▇▇▇▇
▇▇▇▇,, Stock Focus Capital .whose
principal place of business is 56
▇▇▇▇▇
Avenue,Kitchener,Ontario,Canada,N2H6A5. Telephone
Number (▇▇▇) ▇▇▇-▇▇▇▇; Fax number (519) ………., hereinafter referred to as the
“Consultant”:
WHEREAS, Client
is
a
holding
company whose business plan includes fostering the growth and profitability
of
acquired businesses through the application of financial resources and
management expertise;
and
WHEREAS,
Consultant, and its affiliates, are in the business of providing services for
management consulting, business advisory, shareholder information and public
relations; and
WHEREAS,
the Client deems it to be in its best interest to retain Consultant to render
to
the Client such services as may be needed in order to inform the public of
the
potential investment merit and potential for the Client and its securities,
thereby increasing investor recognition, market liquidity and improve
shareholder value and market liquidity, and to assist Client in acquisitions,
mergers and/or financial transactions; and
WHEREAS,
Consultant is ready, willing, and able to render such consulting and advisory
services to the Client as in hereinafter described on the terms and conditions
more fully set forth below.
NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
in
the Agreement, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto agree as follows:
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1.
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CONSULTING
SERVICES.
The Client hereby retains the Consultant as an independent public
relations and business consultant to the Client and the Consultant
hereby
accepts and agrees to such retention. The Consultant shall render
to the
Client such services as set forth on Exhibit “A”, attached hereto and by
reference incorporated herein.
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It
is
acknowledged and agreed by the Client that Consultant carries no professional
licenses, other than any that may be listed on Exhibit “A”, and is not agreeing
to act as a market-marker or render legal advice or perform accounting services,
nor act as an investment advisor or broker-dealer within the meaning of
applicable state and federal securities laws. It is further acknowledged and
agreed by the Client that the services to be provided to the Client hereunder
are presently not contemplated to be rendered in connection with the offer
and
sale of Securities in a capital raising transaction; although Client may request
services of Consultant therefore and have reached a basis for compensation
if
such additional services are rendered. The services of Consultant shall not
be
Exclusive nor shall Consultant be required to render any specific number of
hours or assign specific personnel to the Client or its projects.
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2.
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INDEPENDENT
CONTRACTOR.
Consultant agrees to perform its consulting duties hereto as an
independent contractor. Nothing contained herein shall be considered
as
creating an employer-employee relationship between the parties to
this
Agreement. The Client shall not make social security, workers’
compensation, or unemployment insurance payments on behalf of Consultant.
The parties hereto acknowledge and agree that Consultant cannot guarantee
the results of effectiveness of any of the services rendered or by
Consultant hereunder. Rather, Consultant shall conduct its operations
and
provide its services in a professional manner and in accordance with
good
industry practice. Consultant will use its best efforts and does
not
promise results.
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3.
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TIME,
PLACE, AND MANNER OF PERFORMANCE.
The Consultant shall be available for advice and counsel of 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 to be allocated by the Consultant to any specific
service,
shall be determined at the sole discretion of the
Consultant.
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4.
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TERM
OF AGREEMENT.
The term of this Agreement shall be Twelve (12) months commencing
on the
date of this Agreement, both subject to prior termination as hereinafter
provided.
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5.
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COMPENSATION
AND EXPENSES.
In full consideration of the services to be provided for the Client
by the
Consultant as fully set forth in Exhibit “A”, the Client agrees to
compensate Consultant in the manner as set forth in Exhibit “B.
Consultant shall be solely responsible for all expenses and disbursements
anticipated to be made in connection with its performance under this
Agreement. Compensation is not to be prorated over the term of this
Agreement and is non-refundable. Provided, if Consultant is terminated
for
cause as provided below, then Compensation will be prorated on a
monthly
basis, but Consultant may retain the unearned shares if it pays to
Client
the agreed Exchange value of the stock for this transaction set forth
in
Exhibit “B”.
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Consultant
may have an obligation to pay a Referral Fee equal to Ten Percent of the
Compensation to a third party for marketing and introduction of the parties
hereto, but such Referral Fee shall be paid solely by Consultant and Client
hereby waives any claim, demand, or cause of action against the Referring Party
for any action arising from any action or omission by Consultant and Client
agrees to pay such payment. The name of the Referring Party shall be set forth
on Exhibit “A”.
6. DUTIES
AND OBLIGATIONS OF CLIENT.
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(a)
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Client
shall furnish to Consultant such current information and data as
necessary
for Consultant to understand and base its advise to the Client, and
shall
provide such current information on a regular basis, including at
a
minimum:
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i.
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Financial
Information:
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Balance
Sheet, Income Statement, Cash Flow Analysis and Sales Projections; Officers
and
Directors Resumes or Curriculum Vitae; and,
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ii.
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Shareholder
Information:
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Shareholder(s)
List; Debenture or Preferred Stock or Potion or Warrant Agreements which may
affect the number of shares to be issued or outstanding. Client hereby
authorizes Transfer Agent to deliver to Consultant a copy of the shareholder’s
list(s) and an accounting for shares outstanding per its books.
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(b)
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Client
shall furnish Consultant with full and complete copies of all filings
with
all Federal and State Securities Agencies, with full and complete
copies
of all Shareholder Reports and Communications whether or not prepared
with
assistance of Consultant; with all data and information supplied
to any
Analyst, Broker/Dealer, Market-Maker, or any other member of the
Financial
Community, including specifically most recently filed Form 10 or
Form
15c2(11) or Offering documents (such as 504, 505, or 506) or Private
Placement Documents. If Client is not a fully reporting Company under
the
provisions under the SEC, then it shall furnish a letter opinion
from its
Securities Counsel that the Client Stock is tradable or may be sold
in the
public market.
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(c)
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Client
will notify Consultant of any private of public offering of securities,
including S-8 or Regulation S or A at least five (5) days prior to
making
such an offering during the term of this Consulting Agreement.
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(d)
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Client
will notify Consultant in writing at least Fifteen (15) days prior
to any
insider selling of client’s stock, if known to Client.
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(e)
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Client
will not cause to be effected a change or split of the Client stock
during
the terms of the Agreement without at least five (5) days prior written
notice to Consultant.
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Client
shall be responsible for advising Consultant of any information or
facts
that would affect the
accuracy of any prior data and information to Consultant.
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7.
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TERMINATION.
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(a)
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Without
cause, Consultant’s relationship with the Client hereunder may be
terminated at any time by mutual written agreement of the parties
hereto.
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(b)
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Without
cause, this Agreement shall terminate upon the dissolution, bankruptcy
or
insolvency of the Client.
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(c)
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Without
cause, and without excusing the Client’s obligations under Section 5
herein above. Consultant shall have the right and discretion to terminate
this Agreement should the Client violate any law, ordinance, permit
or
regulation of any government entity, except for violations which
either
singularly or in aggregate do not or will not have a material adverse
effect on the operations of the
Client.
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(d)
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Without
cause, this Agreement may be terminated by either party upon giving
written notice to the other party if the other party is in default
hereunder such default is not reasonably cured within fifteen (15)
days
after written notice of such
default.
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(e)
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For
cause(s) as set forth below, this Agreement may be terminated by
Client
after giving written notice specifically detailing all and any event(s)
of
default to Consultant, if such specified event(s) of default is not
reasonably cured within fifteen (15) days after receipt of written
notice
or such events of default(s):
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(i)
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Any
willful breach of duty by
Consultant,
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(ii)
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Any
material breach by Consultant of the obligations in Section
9,
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(iii)
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Any
material act or event that would inhibit Consultant from fully performing
its responsibilities under this Agreement in good
faith.
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8.
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WORK
PRODUCT.
It is agreed that all information and materials produced for the
Client
shall be the property of the Consultant, free and clear of all claims
thereto by the Client, and the Client shall retain no claim of authorship
therein.
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9.
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CONFIDENTIALITY.
The
Consultant recognizes and acknowledges that it has and will have
access to
certain confidential information to the Client and such affiliates.
The
Consultant will not, during the term of this Agreement, disclose,
without
the prior written consent or authorization of the Client, any of
such
information to any person, for any reason or purpose whatsoever in
this
regard, the Client agrees that such authorization or consent to disclose
may be conditioned upon the regulation or procedure under which the
confidentiality of the information is maintained in the hands of
the
person to whom the information is to be disclosed or in compliance
with
the terms of a judicial order or administrative process.
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10.
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CONFLICT
OF INTEREST.
The Consultant shall be free to perform services for other persons.
The
Consultant will notify the Client of its performance of consultant
services for any other person which could conflict with its obligations
under the Agreement. Upon receiving such notice, the Client may terminate
this Agreement or consent to the Consultant’s outside consulting
activities, failure to terminate this Agreement, within seven (7)
days of
receipt of written notice of conflict shall constitute the Client’s
ongoing consent to the Consultant’s outside consulting
services.
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11.
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DISCLAIMER
OF RESPONSIBILITY FOR ACTS OF THE CLIENT.
The obligations of Consultant described in the Agreement consist
solely of
the furnishing of information and advice to the Client in the form
of
services. In no event shall Consultant be required by this Agreement
to
represent or make management decisions for the Client. All final
decisions
with respect to acts and omissions of the Client or any affiliates
and
subsidiaries, shall be those of the Client or such affiliates and
subsidiaries, and Consultant shall under no circumstances be liable
for
any expense incurred or loss suffered by the Client as a consequence
of
such acts or omissions.
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12.
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INDEMNIFICATION.
The Client shall protect, defend, indemnify and hold Consultant and
its
assigns and attorneys, accountants, employees, officers, and directors
harmless from and against all losses, liabilities, damages, judgments,
claims, counterclaims, demands, actions, proceedings, costs, and
expenses
(including reasonable attorneys’ fees) of every kind and character
resulting from, relating to or arising out of (a) the inaccuracy,
non-fulfillment or breach of any representation, warranty, covenant,
or
agreement made by Client; or (b) any legal action, including any
counterclaim, based on any representation, warranty, covenant or
agreement
made by the Client herein; or (c) negligence or willful misconduct
by the
Client.
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The
Consultant shall protect, defend, and hold the Client and its assigns and
attorneys, accountants, employees, officers and directors harmless from and
against all losses, liabilities, damages, judgments, claims, counterclaims,
demands, actions, proceedings, cost and expenses (including reasonable
attorney’s fees) of every kind and character resulting from, relating to or
arising out of (a) the inaccuracy, non-fulfillment or breach of any
representation, warranty, covenant or agreement made by the Consultant herein
except those based on information furnished by the Client or its
representatives: or (b) any legal action, including any counterclaim, based
on
any representation, warranty, covenant or agreement made by the Consultant
herein which was not based on information furnished by the Client; or (c)
negligence or willful misconduct by the Consultant.
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13.
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NOTICES.
Any
notices required or permitted to be given under this Agreement shall
be
sufficient if in writing and delivered or sent by:
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(a)
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Registered
or Certified Mail to the principal office of the other party, postage
prepaid with return receipt requested deposited in a proper receptacle
of
the United States Postal Service or its successors. Said notice shall
be
addressed to the intended recipient. A written notice sent in conformity
with this provision shall be deemed delivered as of the date shown
“delivered” on the return receipt; or
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(b)
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Transmitted
by Prepaid Telegram or by Telephone Facsimile Transmission if receipt
is
acknowledged by the addressee or its fax machine confirmation. Notice
so
transmitted by telegram or facsimile transmission shall be effective
only
if receipt of transmission is acknowledged by an appropriate machine
or
written confirmation and such notice shall be deemed effective on
the next
business day after transmission, or
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(c)
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Notice
given in any other manner shall be effective only if proven to have
been
received by the addressee.
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For
purposes of notice, the address of each party shall be the address set forth
above; provided, however, that each party shall have the right to change his
respective address for notices hereunder to another location(s) within the
continental United States by giving 30 days’ written notice to the other party
in the manner set forth hereinabove.
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14.
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WAIVER
OF BREACH. Any
waiver by either party of a breach of any provision of this Agreement
by
the other party shall not operate or by construed as a waiver of
any
subsequent breach by any party.
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15.
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ASSIGNMENT.
This
agreement and the rights and obligations of the Consultant hereunder
shall
not be assignable without the written consent of the Client, except
that
Consultant may assign this Agreement or any rights received hereunder
to
third party providers it may engage to render services hereunder.
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16.
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APPLICABLE
LAW.
It is the intention of the parties hereto that this Agreement and
the
performance hereunder and all suits and special proceedings hereunder
be
construed in accordance with and under and pursuant to the laws of
the
State of Texas and that in any action, special proceedings or other
proceeding that may be brought arising out of, in connection with
or by
reason of this Agreement, the laws of the State of Texas shall be
applicable and shall govern to the exclusion of the law of any other
forum, without regard to the jurisdiction on which any action or
special
proceeding may be instituted.
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17.
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SEVERABILITY.
All
agreements and covenants contained herein are severable, and in the
event
any of them shall be held to be invalid by any competent court, the
Agreement shall be interpreted as if such invalid agreements or covenants
were not contained herein.
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18.
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ENTIRE
AGREEMENT.
This Agreement constitutes and embodies the entire understanding
and
agreement of the parties and supersedes and replaces all prior
understanding, agreements, and negotiations between the parties.
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19.
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WAIVER
AND MODIFICATION.
Any waiver, alteration, or modification of any of the provisions
of this
Agreement shall be valid only if made in writing signed by the parties
hereto. Each party hereto, may waive any of its rights hereunder
without
affecting the waiver with respect to any subsequent occurrences or
transactions hereof.
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20.
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BINDING
ARBITRATION.
The parties agree that any controversy or cause of action between
the
parties hereto involving any dispute or claim by, through or under,
or the
construction or application of any terms, covenants, or conditions
of this
agreement or matter arising incident hereto, shall be submitted to
arbitration on the written request of one party served upon the other
and
such arbitration shall comply with and be governed by the provisions
of
the Texas Arbitration Act as it may be amended; Provided, that Arbitration
shall be conducted in ▇▇▇▇▇▇ County, Texas and be conducted under
the
auspices of the American Arbitration Association (“AAA”). The TAA Statutes
shall apply, and the AAA procedural rules shall apply if not in conflict
with the FAA rules. All evidence shall be subject to the Texas Rules
of
Civil Evidence, and wither party may seek judicial issuance for third
party evidentiary matters or subpoenas. There will be three (3) Arbiters,
one to be selected by Client and one to be selected by Consultant.
The two
selected Arbiters will select a third Arbiter who will be an attorney
and
former judge having been licensed for at least 5 years as an attorney
in
Texas; and who shall be the administrator of the panel. If a party
does
not designate an Arbiter within 10 days after written notice of the
commencement of Arbitration by the other party, then the AAA shall
submit
a list of potential Arbiters and the requesting party shall select
at
least three Arbiters from the list, who shall serve as the sole Arbiters.
Each party shall on written demand of the other party, pay one-half
of any
Arbitration costs or expenses, and such payments shall be awarded
to the
prevailing party as determined by the Arbiters. A party who fails
to pay
its one half of any Arbitration costs or expenses within 10 business
days
after receipt of written demand by requesting party shall be deemed
to
have defaulted and the Arbiter’s shall award all reasonable relief
requested to the non-defaulting party without having evidence from
the
defaulting party.
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21.
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COUNTERPARTS
AND FACSIMILE SIGNATURE. This
Agreement may be executed simultaneously in two or more counterparts,
each
of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument. Execution and delivery
of
this Agreement by exchange of facsimile copies bearing the facsimile
signature of a party hereto shall constitute a valid and binding
execution
and delivery of this Agreement by such party. Such facsimile copies
shall
constitute enforceable original documents.
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IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement, effective as of the date set forth above.
CONSULTANT: CLIENT:
COMPANY COMPANY
BY:
_ss
▇▇▇▇▇ Gaal_____________ BY:
___________________________
_______________________________ _______________________________
Its’
Authorized Officer Its’
Authorized Officer
Signed
Date: ____________________ Signed
Date: ____________________
“EXHIBIT
A”
Consultant
shall provide services to Client as an independent management consultant.
Consultant shall make itself available to consult with the board of directors,
officers, employees and representatives and agents of the Client at reasonable
times, concerning matters pertaining to the overall business and financial
operations of the Client, as well as the organization of the administrative
staff of the Client, the fiscal policy of the Client, as well as the
organization of the problem of importance concerning the business affairs of
the
Client. Consultant may, at the request of the Client, assist in the preparation
of written reports on financial, accounting, or marketing matters, review final
information, analyze markets and report to the Client’s Chairman of the Board of
Directors or Chief Executive Officer or President or Vice President or Treasurer
on proposed investment opportunities, and develop short and long term strategic
business plans. In addition, Consultant shall provide liaison services to the
Client with respect to the Client’s relationships with unaffiliated third
parties. Consultant does not undertake as part of this Agreement to provide
loans, investments or financing for the Client, although such financial benefits
may be made available to Client during the course of Consultant’s engagement.
Consultant will not perform any activities that could subject Consultant or
Client to violations of Federal or applicable state securities law. CONSULTANT
IS NOT ENGAGED TO ACT AS AGENT, BROKER, UNDERWRITER, OR MARKET MAKER FOR THE
SECURITIES OF THE CLIENT.
Consultant
shall not be required to commence work until the Ten (10) business days after
compensation is delivered, and/or until twenty-one (21) days from the date
of
execution of this Agreement.
Consultant
shall not be required to render any services under this Agreement if trading
is
suspended in Client’s stock by the SEC or the NASD, or if the Client’s stock is
delisted from trading on the NASD Bulletin Board trading system.
“EXHIBIT
B”
Client
shall compensate Consultant (and/or it’s affiliates as set forth below) for its
services to be rendered hereunder, a fee equal to the following.
A. Client
will deliver to Consultant a total of $10,000 (ten Thousand Dollars) worth
of
Free Trading, ie, non-restricted stock at the current bid price of 0.02 cents
as
of April 6, 2004.