CONSULTING AGREEMENT
AGREEMENT made as of this 7 day of July, 2006 by and between ▇▇▇▇▇▇
International Holdings, Inc. the ("Company"), located at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Consultant").
WHEREAS, the Company desires professional Marketing of its products and
desires Consultant to aid it in marketing; and
WHEREAS, Consultant has expertise in the area of Sales and Marketing;
and is willing to act as a consultant to the Company upon the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties hereto agree as follows:
1. Duties, Scope of Agreement, and Relationship of the Parties
(a) The company hereby agrees to retain Consultant as a full time
commissioned sales representative for United States east coast and Consultant
agrees to act for the Company during the term of this Agreement. All parties
understand that Consultant has many other business interests and will devote as
much time as in his discretion as necessary to perform his duties under this
Agreement. In addition, the company understands that consultant's efforts on
behalf of his other interests are the sole and separate property of Consultant.
(b) The services rendered by consultant to the company pursuant to this
Agreement shall be as an independent contractor, and this Agreement does not
make Consultant the employee, agent, or legal representative of the Company for
any purpose whatsoever, including without limitation, participation in any
benefits or privileges given or extended by the Company to its employees. No
right or authority is granted to Consultant to assume or to create any
obligation or responsibility, express or implied, on behalf of or in the name of
the company, expect as may be set forth herein. The company shall not withhold
for Consultant any federal or state taxes from the amounts to be paid to
consultant hereunder, and Consultant agrees that he will pay all taxes due on
such amounts.
2. Compensation
(a) The Company will pay Consultant a retainer in the form of 50,000
shares of S-8 Registered Stock for services in introducing our Company products
into market and creating a marketing strategy, and planning the product launch
schedule.
(b) Other forms of compensation may occur depending on the nature of a
specific undertaking and only upon the separate mutual agreement of both
parties.
3. Expenses
The Company shall reimburse Consultant for all pre-approved reasonable
and necessary expenses incurred by it in carrying out its duties under this
Agreement. Consultant shall submit related receipts and documentation with his
request for reimbursement.
4. Renewal; Termination
(a) This Agreement shall continue in effect until terminated by the
parties.
(b) Subject to the continuing obligations of Consultant under Section 5
below, either party may terminate this Agreement at any time if the other party
shall fail to fulfill any material obligation under this Agreement and shall not
have cured the breach within 10 days after having received notice thereof.
(c) Termination or expiration of this Agreement shall not extinguish
any rights of compensation that shall accrue prior to the termination.
5. Confidential Information
(a) "Confidential Information," as used in this Section 5, means
information that is not generally known and that is proprietary to the Company
or that the Company is obligated to treat as proprietary. This information
includes, without limitation:
(i) Trade secret information about the Company and its products;
(ii) Information concerning the Company's business as the Company
has conducted it since the Company's incorporation or as it
may conduct it in the future; and
(iii) Information concerning any of the Company's past, current, or
possible future products, including (without limitation)
information about the Company's research, development,
engineering, purchasing, manufacturing, accounting, marketing,
selling, or leasing efforts.
(b) Any information that Consultant reasonably considers Confidential
Information, or that the Company treats as Confidential Information, will be
presumed to be Confidential Information (whether Consultant or others originated
it and regardless of how it obtained it).
(c) Except as required in its duties to the Company, Consultant will
never, either during or after the term of this Agreement, use or disclose
confidential Information to any person not authorized by the Company to receive
it.
(d) If this Agreement is terminated, Consultant will promptly turn over
to the Company all records and any sales materials, leads, devices, apparatus
and other items that comprise, disclose, describe, or embody Confidential
Information, including all copies, reproductions, and specimens of the
Confidential Information in its possession, regardless of who prepared them. The
rights of the Company set forth in this Section 5 are in addition to any rights
of the Company with respect to protection of trade secrets or confidential
information arising out of the common or statutory laws of the State of Colorado
or any other state or any country wherein Consultant may from time to time
perform services pursuant to this Agreement. This Section 5 shall survive the
termination or expiration of this Agreement.
6. False or Misleading Information
The Company warrants that it will provide Consultant with accurate
information and other data required by Consultant and necessary for full
disclosure of all facts relevant to any sales efforts required of Consultant
under this Agreement. Such information shall be furnished promptly upon request.
If the Company fails to provide such information, or if any information provided
by the Company to Consultant shall be false or misleading, or if the Company
omits or fails to provide or withholds relevant material information to
Consultant or to any professionals engaged pursuant to paragraph 5(d) above,
then, in such event, any and all fees paid hereunder will be retained by
Consultant as liquidated damages and this Agreement shall be null and void and
Consultant shall have no further obligation hereunder. Further, by execution of
this Agreement, the Company hereby indemnifies Consultant from any and all costs
for expenses or damages incurred and holds Consultant harmless from any and all
claims and/or actions that may arise out of providing false or misleading
information or by omitting relevant information in connection with the efforts
required of Consultant under this Agreement.
7. Miscellaneous
(a) Successors and Assigns. This Agreement is binding on and ensures to
the benefit of the Company, its successors and assigns, all of which are
included in the term the "Company" as it is used in this Agreement and upon
Consultant, its successors and assigns. Neither this Agreement nor any duty or
right hereunder will be assignable or otherwise transferable by either party
without the written consent of the other party, except that the Company shall
assign this Agreement in connection with a merger, consolidation, assignment,
sale or other disposition of substantially all of its assets or business. This
Agreement will be deemed materially breached by the Company if its successor or
assign does not assume substantially all of the company's obligations under this
Agreement.
(b) Modification. This Agreement may be modified or amended only by a
writing signed by both the Company and Consultant.
(c) Governing Law. The laws of Colorado will govern the validity,
construction, and performance of this Agreement. Any legal proceeding related to
this Agreement will be brought in an appropriate Colorado court, and both the
Company and Consultant hereby consent to the exclusive jurisdiction of that
court for this purpose.
(d) Construction. Wherever possible, each provision of this Agreement
will be interpreted so that it is valid under the applicable law. If any
provision of this Agreement is to any extent invalid under the applicable law,
that provision will still be effective to the extent it remains valid. The
remainder of this Agreement also will continue to be valid, and the entire
Agreement will continue to be valid in other jurisdictions.
(e) Waivers. No failure or delay by either the Company or Consultant in
exercising any right or remedy under this Agreement will waive any provision of
the Agreement, nor will any single or partial exercise by either the Company or
Consultant of any right or remedy under this Agreement preclude either of them
from otherwise or further exercising these rights or remedies, or any other
rights or remedies granted by any law or any related document.
(f) Captions. The headings in this Agreement are for convenience only
and do not affect this Agreement's interpretation.
(g) Entire Agreement. This Agreement supersedes all previous and
contemporaneous oral negotiations, commitments, writings, and understandings
between the parties concerning the matters in this Agreement.
(h) Notices. All notices and other communications required or permitted
under this Agreement shall be in writing and sent by registered first-class
mail, postage prepaid, and shall be effective five days after mailing to the
addresses stated below. These addresses may be changed at any time by like
notice.
In the case of the Company: ▇▇▇▇▇▇ International Holdings, Inc.
President
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In the case of Consultant: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
▇▇▇▇▇▇ International Holdings, Inc. "Consultant"
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▇▇▇▇▇ ▇, ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ Dr. #3B
RanchoCucamonga, CA 91730 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: By:
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