EXHIBIT 10.3
PRIVILEGED AND CONFIDENTIAL
TRANSACTION AGREEMENT
This transaction agreement ("Agreement"), entered into on the 26th day of
April 2007 sets forth the terms and conditions of the Transaction Agreement by
and between:
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
(hereinafter referred to as the "Consultant" ) and,
NORTIA CAPITAL PARTNERS, INC
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▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ (FAX)
(hereinafter referred to as "Nortia", "Nortia's, the "Company") to act as
Nortia's planner on the matter(s) set forth in this Agreement. In consideration
of the mutual covenants of the parties set forth in this Agreement, the parties
agree to the following terms, intending to be legally bound:
1. ENGAGEMENT.
Nortia has asked Consultant to represent the Company, as the Company's planner
with respect to assisting the Company with management issues such as capital
markets strategies, and introduction to European banking firms and funds of
which the compensations will be more particularly described in section 4 of this
agreement.
2. THE CONSULTANT'S DUTIES.
Under the terms of this Agreement and for consideration disclosed herein,
Consultant agrees to use its best efforts to provide the Company consul with
regards to management issues such as capital markets strategies, and
introduction to European banking firms and funds.
3. THE COMPANY'S DUTIES.
The Company agrees to use the Company's best efforts to cooperate with and
assist Consultant in, rendering the duties, including but not limited to, taking
such actions and providing Consultant with such documents, data, plans, and
other information requested by Consultant to perform such duties.
4. COMPENSATION AND EXPENSES.
The Company agrees to pay and will ▇▇▇▇ separately for expenses that the
Consultant may incur in its representation of the Company, including but not
limited to, meals, long distance telephone charges, copies, couriers, approved
third-party expenses, printing, and other reasonable expenses. The Company
further agrees that in the event that travel and or lodging becomes neessary to
Consultant, the Company shall pay for theses
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expenses in advance. In addition to the Company's payment of Consultant's
expenses, the Company agrees to grant Consultant 1,000,000 shares of the
Company's $0.001 par value stock upon the execution of this Agrement.
5. BILLING AND STATEMENTS
Consultant will send the Company statements monthly for all expenses and duties
performed since the last statement. These invoices shall be due upon receipt.
Finance charges of one and one-half percent per month will be assessed on all
balances if payment on any invoice is not received within five (5) days after it
is invoiced. Performance Fees shall be due and payable at the closing of
completed transactions. Any Performance Fees not paid at such closing shall
accrue interest at one and one-half percent per month until paid.
6. TERM AND TERMINATION.
Consultant's engagement shall continue until either of the parties provides the
other with a thirty day written notice of intention to terminate. In the event
that the engagement is terminated, the Company Will pay to Consultant all
expenses incurred through the effective date of the termination, as well as any
additional compensation payable under the terms of Section 4 above. Consultant
reserves the right to cease work on the Company's behalf immediately upon notice
in the event that the Company should become delinquent in any of the Company's
payment obligations. The provisions of Sections 4, 5, 6, 7, 8, and 9 shall
survive the termination or expiration of this Agreement.
7. AGENCY AND INDEMNIFICATION.
Consultant is an independent contractor and not an employee, or partner of the
Company. Neither of the parties shall undertake to bind the other as a partner
or authorized agent. Consultant will use its best effort to represent the
Company to others according to the information that the Company provided
Consultant. Consultant does this on the assumption that the information and
documents that the Company provided are complete and accurate. The Company shall
undertake to make sure that the information and documents that the Company give
Consultant are complete and accurate. The Company agrees to indemnify, defend
and hold Consultant and its owners, officers, employees and agents harmless from
any liability, costs (including attorneys fees and court costs), expenses and
damages, relating to its engagement by or representation of the Company, or the
Company's breach of the Company's obligations contained in this Agreement. The
Company will not have to indemnify the Consultant for its gross negligence or
bad faith.
8. CONFIDENTIALITY.
The terms of this Agreement are confidential and shall not be disclosed by
either party without the written consent of the other party, except to each
party's lawyers or accountants, who shall not disclose it either. Nortia is
authorized to disclose to others its engagement by the Company and to disclose
to such parties any information and documents which Consultant deem necessary in
order to fulfil its duties. All documents and information that the Company give
Consultant shall only be used for these purposes. In the event that either of
party has information or documents that are not to be disclosed to any third
parties, such information or documents shall be appropriately identified and
marked "confidential" and shall not be disclosed without authorization.
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9. JURISDICTION AND VENUE.
Each of the parties hereto waives trial by jury in any action or proceeding of
any kind or nature in any court in which an action may be commenced by or
against one another which arises out of or relates to this Agreement or
Consultant's engagement by or representation of the Company. In addition, each
of the parties agrees that any court located in the State of Georgia shall have
exclusive jurisdiction and proper venue to hear and determine any claims
described in the preceding sentence. Each of the parties expressly consents and
submits in advance to such jurisdiction and venue in any action or preceding in
such court. The exclusive choice of jurisdiction and venue set forth in this
Section 9 shall not be deemed to preclude the bringing of any action for the
enforcement of any judgment obtained in such jurisdiction in any other
appropriate enforcement jurisdiction.
10. MISCELLANEOUS.
Neither party may assign its rights or obligations under this Agreement to any
other party. The terms of this Agreement shall bind the successors, assigns and
estates of the parties. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect its other provisions, and this
Agreement shall be construed in all respects as if such invalid or unenforceable
provision were omitted. This Agreement constitutes the entire, complete and
definitive agreement between the Company and Consultant. Any prior promises,
communications, warranties, discussions, and representations have been merged
into the terms of this Agreement and are canceled and superseded by it. No
amendment or waiver of the terms of this Agreement or any provision hereof shall
be effective unless made in a writing signed by both parties. This Agreement
entered into in, and shall be governed by and construed under the laws of the
State of Georgia. The headings and captions used in this Agreement are for
convenience of reference only, and shall in no way define, limit, expand or
otherwise affect the meaning or construction of any provision of this Agreement.
Any notice required or permitted to be given pursuant to this Agreement shall be
deemed sufficiently given when delivered in person or three business days after
being deposited in the United States mail, registered or certified mail, postage
prepaid, addressed to the party to receive such notice using their address as
set forth on the first page of this Agreement. Either of the parties may by
written notice to the other change the notice address. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same agreement.
To signify the acceptance of these terms each party's authorized agent executes
and delivers this Agreement as of the date first set forth above.
CONSULTANT
By:____________________________
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Date:______________
NORTIA CAPITAL PARTNERS, INC.
By:____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
Date:_______________
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