EXBHIBIT 10.6 Nassau International Consultants Inc. 752a Hempstead Turnpike Suite 206 Franklin Square, New York 11010
EXBHIBIT
10.6
Nassau
International Consultants Inc.
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This
consulting agreement (this “Agreement”) is made this 4th day of February, 2004,
between Siteworks,Inc., an NQB pink sheet public company (“SRKS"), having a
principal place of business located at ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and
[Nassau International Consultants Inc.], having a principal residence at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (collectively the “Parties”
and each individually a “Party”).
RECITALS:
NASSAU
INTERNATIONAL CONSULTANTS INC is a consulting firm whose principal place of
business is located in New York, [state]; and
SRKS
desires to retain NASSAU INTERNATIONAL CONSULTANTS INC as a business development
and marketing consultant.
NOW
THEREFORE, in consideration of their mutual promises made herein, and for other
good and valuable consideration, receipt of which is hereby acknowledged by
each
Party, the Parties, intending to be legally bound, hereby agree as
follows:
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I.
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Recitals.
The Parties agree that the foregoing recitals are true and correct
and are
incorporated herein by reference.
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II.
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Engagement.
SRKS hereby engages NASSAU INTERNATIONAL CONSULTANTS INC and NASSAU
INTERNATIONAL CONSULTANTS INC hereby accepts such engagement upon
the
terms and conditions set forth in this
Agreement.
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A.
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Duties:
NASSAU INTERNATIONAL CONSULTANTS INC is engaged by SRKS as a business
development and marketing consultant, to represent SRKS and its business
in the United States; to assist SRKS in expanding its business operations
in "business consulting" services and trade. NASSAU INTERNATIONAL
CONSULTANTS INC will report directly to the Chief Executive Officer
(“CEO”) of SRKS. The term of this Agreement begins
immediately.
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B.
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Terms:
Subject to the terms of this Agreement relating to termination, this
Agreement shall continue in full force and effect for a term of six(6)
months from the date hereof, and may be renewed for successive periods
of
six (6) months thereafter by the mutual written agreement of the
Parties
hereto made at least one (1) month prior to the expiration of such
term.
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| C. |
Fee
Structure:
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1.
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Time
is of the Essence: Time is of the essence with respect to the Parties'
respective obligations under this
Agreement.
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2.
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Amount
of Fee: SRKS hereby agrees to issue to NASSAU INTERNATIONAL CONSULTANTS
INC, and NASSAU INTERNATIONAL CONSULTANTS INC agrees to accept from
SRKS,
one million five hundred thousand (1,500,000) shares of common stock
of
SRKS, as discussed.
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3.
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Timing
of Payment of Fee: Any and all fees due to NASSAU INTERNATIONAL
CONSULTANTS INC under this Agreement shall be paid upon completion
of the
work.
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D.
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Expense
Reimbursement: SRKS shall reimburse NASSAU INTERNATIONAL CONSULTANTS
INC
for all reasonable expenses incurred. Expenses and materials
reimbursements shall be made promptly upon submission of an expense
report
to SRKS.
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E.
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Independent
Contractors: In all matters relating to this Agreement and otherwise,
the
Parties hereto shall be and act as independent contractors, neither
shall
be the employee or agent of the other, and each shall assume any
and all
liabilities for its own acts. As a result of his independent contractor
status, NASSAU INTERNATIONAL CONSULTANTS INC, and not SRKS, shall
be
responsible for any and all income taxes and any and all other employment
related taxes or assessments which may be required of NASSAU INTERNATIONAL
CONSULTANTS INC in his jurisdiction. Neither Party shall have any
authority to create any obligations, express or implied, on behalf
of the
other Party and neither Party shall have any authority to represent
the
other Party as an employee or in any capacity other than as herein
provided.
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| III. |
Termination:
This
Agreement may be terminated by written notice of either Party hereto
forwarded to the other Party hereto. This Agreement shall be binding
on
the Parties hereto for the Term provided herein, unless terminated
as
provided herein.
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| IV. |
Arbitration:
Any
controversy or claim arising out of or relating to this Agreement,
or the
breach thereof, or its interpretation or effectiveness, and which
is not
settled between the Parties themselves, shall be settled by binding
arbitration in New York and judgment upon the award may be entered
in any
court having jurisdiction thereof. Nothing, however, contained herein
shall limit SRKS's rights to injunctive relief as set out in Paragraph
V
of this Agreement. The prevailing Party in any litigation, arbitration
or
mediation relating to collection of fees, or any other matter under
this
Agreement, shall be entitled to recover all its costs, if any, including
without limitation, reasonable attorney's fees, from the other Party
for
all matters, including, but no limited to,
appeals.
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V.
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Injunctive
Relief: NASSAU INTERNATIONAL CONSULTANTS INC agrees that his violation
or
threatened violation of any of the provisions of this Agreement shall
cause immediate and irreparable harm to SRKS and, in such event,
an
injunction restraining NASSAU INTERNATIONAL CONSULTANTS INC from
such
violation may be entered against NASSAU INTERNATIONAL CONSULTANTS
INC in
addition to any other relief available to
SRKS.
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VI.
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Representations
and Warranties: NASSAU INTERNATIONAL CONSULTANTS INC represents,
warrants,
covenants and agrees that NASSAU INTERNATIONAL CONSULTANTS INC has
a right
to enter into this Agreement; that NASSAU INTERNATIONAL CONSULTANTS
INC is
not a Party to any agreement or understanding, whether written or
oral,
which would prohibit NASSAU INTERNATIONAL CONSULTANTS INC's performance
of
his obligations hereunder; and NASSAU INTERNATIONAL CONSULTANTS INC
is not
in possession of any proprietary information belonging to another
Party
which NASSAU INTERNATIONAL CONSULTANTS INC is legally prohibited
from
using. A breach of this Paragraph VI shall be ground for immediate
termination of this Agreement.
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VII.
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Indemnification
and Hold Harmless Clause: NASSAU INTERNATIONAL CONSULTANTS INC agrees
to
indemnify and hold SRKS and its affiliates, control persons, directors,
officers, employees and agents (each an “Indemnified Person”) harmless
from and against all losses, claims, damages, liabilities, costs
or
expenses, including those resulting from any threatened or pending
investigation, action, proceeding or dispute whether or not SRKS
or any
such other Indemnified Person is a party to such investigation, action,
proceeding or dispute, arising out of SRKS's entering into or performing
services under this Agreement, or arising out of any matter referred
to in
this Agreement. This indemnity shall also include SRKS's and/or any
such
other Indemnified Person's reasonable attorneys' and accountants'
fees and
out-of-pocket expenses incurred in, and the cost of SRKS's personnel
whose
time is spent in connection with, such investigations, actions,
proceedings or disputes which fees, expenses and costs shall be
periodically reimbursed to SRKS and/or to any such other Indemnified
Person by NASSAU INTERNATIONAL CONSULTANTS INC as they are incurred;
provided, however, that the indemnity herein set forth shall not
apply to
an Indemnified Person where a court of competent jurisdiction has
made a
final determination that such Indemnified Person acted in a grossly
negligent manner or engaged in willful misconduct in the performance
of
the services hereunder which gave rise to the loss, claim, damage,
liability, cost or expense sought to be recovered hereunder (but
pending
any such final determination the indemnification and reimbursement
provisions hereinabove set forth shall apply and NASSAU INTERNATIONAL
CONSULTANTS INC shall perform its obligations hereunder to reimburse
RWNT
and/or each such other Indemnified Person periodically for its, his
or
their fees, expenses and costs as they are incurred). NASSAU INTERNATIONAL
CONSULTANTS INC also agrees that no Indemnified Person shall have
any
liability (whether direct or indirect, in contract or tort or otherwise)
to NASSAU INTERNATIONAL CONSULTANTS INC for or in connection with
any act
or omission to act as a result of its engagement under this Agreement
except for any such liability for losses, claims, damages, liabilities
or
expenses incurred by NASSAU INTERNATIONAL CONSULTANTS INC that is
found in
a final determination by a court of competent jurisdiction to have
resulted from such Indemnified Person’s gross negligence or willful
misconduct.
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If
for
any reason, the foregoing indemnification is unavailable to SRKS or any such
other Indemnified Person or insufficient to hold it harmless, then NASSAU
INTERNATIONAL CONSULTANTS INC shall contribute to the amount paid or payable
by
SRKS or any such other Indemnified Person as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect not only
the
relative benefits received by NASSAU INTERNATIONAL CONSULTANTS INC and its
shareholders on the one hand and SRKS or any such other Indemnified Person
on
the other hand, but also the relative fault of NASSAU INTERNATIONAL CONSULTANTS
INC and SRKS or any such other Indemnified Person, as well as any relevant
equitable considerations; provided that in no event will the aggregate
contribution by SRKS and any such other Indemnified Person hereunder exceed
the
amount of fees actually received by SRKS pursuant to this Agreement. The
reimbursement, indemnity and contribution obligations of NASSAU INTERNATIONAL
CONSULTANTS INC hereinabove set forth shall be in addition to any liability
which NASSAU INTERNATIONAL CONSULTANTS INC may otherwise have and these
obligations and the other provisions hereinabove set forth shall be binding
upon
and inure to the benefit of any successors, assigns, heirs and personal
representatives of NASSAU INTERNATIONAL CONSULTANTS INC, SRKS and any other
Indemnified Person.
The
terms
and conditions hereinabove set forth shall survive the termination and
expiration of this Agreement and shall continue indefinitely
thereafter.
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VIII.
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Notice:
Any notice given or required to be given under this Agreement shall
be in
writing and service thereof shall be sufficient if sent be hand or
by
telex or telegram, facsimile transmission or other similar means
of
communication if confirmed by mail, or by certified mail, return-receipt
requested, with postage prepaid, directly to the Parties' respective
addresses herein above set forth. Each Party may, from time to time,
by
like written notice, designate a different address to which notice
should
thereafter be sent.
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IX.
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Survival:
The covenants contained in this Agreement shall survive the termination
of
this Agreement, for whatever reason, and shall be binding on the
Parties.
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X.
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Binding
Effect: The terms of the Agreement shall be binding upon the respective
Parties hereto, their heirs, their owners, co-owners, partners,
associates, employers, affiliates, subsidiaries, parent companies,
nominees, representatives, employees, agents, consultants and successors
and assigns.
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| XI. |
Assignment:
This
Agreement and the rights and obligations hereunder may not be assigned
or
delegated by either Party without the prior consent of the other
Party.
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XII.
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XIII.
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Venue:
The state of New York shall be proper venue for any and all litigation
and
other proceeds involving this
Agreement.
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| XIV. |
Counterparts:
This
Agreement may be signed in more than one counterpart, in which case
each
counterpart shall constitute an original of this
Agreement.
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XV.
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Severability:
In the event that any term, covenant, or condition of this Agreement
or
the application thereof to any Party or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement,
or
the application of such term, covenant or condition to Parties or
circumstances other than those as to which it is held invalid or
non
enforceable, shall not be affected thereby; and each term, covenant,
or
condition of this Agreement shall be valid and shall be enforced
to the
fullest extent permitted by law.
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XVI.
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Modification:
No amendment, modification, or waiver of this Agreement or any provision
hereof shall be valid unless in writing duly signed by the Parties
hereto,
which writing specifically refers to this Agreement and states that
it is
an amendment, modification, or
waiver.
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XVII.
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Entire
Agreement: This Agreement represents the entire agreement between
the
Parties to this Agreement concerning its subject matter, and any
and all
prior representations and agreements with respect to such subject
matter,
if any, are merged herein and are superseded by this
Agreement.
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XVII.
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Construction:
Paragraph headings are for convenience only and are not intended
to expand
or restrict the scope or substance of the provisions of this Agreement.
Whenever used herein, the singular shall include the plural, the
plural
shall include the singular, and pronouns shall be read as masculine,
feminine, or neuter as the context
requires.
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IN
WITNESS WHEREOF, the Parties have signed this Agreement as of the day and year
first above written.
| SiteWorks, Inc. | |
| Date: February 4, 2004 | By: /s/ C ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| ___________________ | |
| CEO & Chairman | |
| Date: February 4, 2004 | By: /s/ Nassau International Consultants Inc |
| ___________________ | |
| Nassau International Consultants Inc | |
| Ss/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ |