CONSULTING AGREEMENT
AGREEMENT,
effective as of the 4th
day of
December, 2006, between VoIP,
INC.,
a Texas
Corporation (the “Company”), with its principal address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.,
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and Tisno
Onggara
an
individual with offices at c/o Clearview Ventures, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ("Consultant").
WITNESSETH
WHEREAS,
the
Company and Consultant desire to enter into a consulting agreement for certain
consulting services.
NOW
THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL PROMISES SET FORTH
HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Consultant
shall serve as a consultant to the Company on general corporate matters and
provide the business development services listed in the attached Exhibit A
for a
term of twelve months from the effective date of this Agreement.
2.
The
Company shall be entitled to Consultant’s services for reasonable times when and
to the extent requested by, and subject to the direction of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
3. Consultant
shall provide Company periodic written reports as required concerning the status
of various projects assigned to Consultant.
4. All
expenses and disbursements in excess of $1000 in the aggregate in any given
calendar month will require written approval by an authorized employee of the
Company. All reasonable travel and other expenses approved by the Company and
incurred by Consultant to render such services shall be reimbursed by the
Company promptly upon receipt of proper statements, including appropriate
documentation, with regard to the nature and amount of those expenses. Company
shall pay expenses within five (5) business days of the receipt of a request
with appropriate documentation.
5. In
consideration for the services performed by Consultant, the Consultant will
receive the sum of $210,000 (the “Cash Fee”). In lieu of the giving the
consultant the Cash Fee, the Company may elect to issue shares of the Company
to
the Consultant at an equivalent price of $0.35 per share (a total of 600,000
shares) (the “Common Stock”). The Company shall register the Common Stock for
resale with the U.S. Securities Exchange Commission under form S-8 within ten
(10) days of the Company’s annual shareholder’s meeting but in no event later
than February 28, 2007.
6. Except
in
cases of this Agreement being terminated for Consultant being convicted of
a
felony or Consultant’s incapacity (as more fully set forth herein) or death of
Consultant, Consultant will be entitled to receive all payments due under this
agreement.
7. In
the
event Consultant should die during the term of this Agreement or becomes
disabled so that he can not perform under this Agreement for a period exceeding
three consecutive months, Consultant or his estate, as the case may be, will
be
entitled to the entire fee under this Agreement.
8. It
is the
express intention of the parties that the Consultant is an independent
contractor and not an employee or agent of the Company. Nothing in this
agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee between the Consultant and the Company.
Both parties acknowledge that the Consultant is not an employee for state or
federal tax purposes. The Consultant shall retain the right to perform services
for others during the term of this agreement provided those services do not
conflict with those provided by Company or the tasks assigned to Consultant
by
the Company.
9. For
purposes of this Agreement, Intellectual Property will mean (i) works, ideas,
discoveries, or inventions eligible for copyright, trademark, patent or trade
secret protection; and (ii) any applications for trademarks or patents, issued
trademarks or patents, or copyright registrations regarding such items. Any
items of Intellectual Property discovered or developed by the Consultant (or
the
Consultant’s employees) during the term of this Agreement will be the property
of the Consultant, subject to the irrevocable right and license of the Company
to make, use or sell products and services derived from or incorporating any
such Intellectual Property without payment of royalties. Such rights and license
will be exclusive during the term of this Agreement, and any extensions or
renewals of it. After termination of this Agreement, such rights and license
will be nonexclusive, but will remain royalty-free. Notwithstanding the
preceding, the textual and/or graphic content of materials created by the
Consultant under this Agreement (as opposed to the form or format of such
materials) will be, and hereby are, deemed to be “works made for hire” and will
be the exclusive property of the Company. Each party agrees to execute such
documents as may be necessary to perfect and preserve the rights of either
party
with respect to such Intellectual Property.
10. This
agreement supersedes any and all agreements, either oral or written, between
the
parties hereto with respect to the rendering of services by the Consultant
for
the Company and contains all the covenants and agreements between the parties
with respect to the rendering of such services in any manner whatsoever. Each
party to this agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by any party,
or
anyone acting on behalf of any party, which are not embodied herein, and that
no
other agreement, statement, or promise not contained in this agreement shall
be
valid or binding. Any modification of this agreement will be effective only
if
it is in writing signed by the party to be charged.
11. The
written, printed, graphic, or electronically recorded materials furnished by
the
Company for use by the Consultant are Proprietary Information and are the
property of the Company. Proprietary Information includes, but is not limited
to, product specifications and/or designs, pricing information, specific
customer requirements, customer and potential customer lists, and information
on
Company’s employees, agent, or divisions. The Consultant shall maintain in
confidence and shall not, directly or indirectly, disclose or use, either during
or after the term of this agreement, any Proprietary Information, confidential
information, or know-how belonging to the Company, whether or not is in written
form, except to the extent necessary to perform services under this agreement.
On termination of the Consultant’s services to the Company, or at the request of
the Company before termination, the Consultant shall deliver to the Company
all
material in the Consultant’s possession relating to the Company’s
business.
12. The
obligations regarding Proprietary Information extend to information belonging
to
customers and suppliers of the Company about which the Consultant may have
gained knowledge as a result of performing services hereunder.
13. The
Company will indemnify and hold harmless Consultant from any claims or damages
related to statements prepared by or made by Consultant that are either approved
in advance by the Company or entirely based on information provided by the
Company.
14. Neither
this agreement nor any duties or obligations under this agreement may be
assigned by the Consultant without the prior written consent of the
Company.
15. Any
notices to be given hereunder by either party to the other may be given either
by personal delivery in writing or by mail, registered or certified, postage
prepaid with return receipt requested. Mailed notices shall be addressed to
the
parties at the addresses appearing in the introductory paragraph of this
agreement, but each party may change the address by written notice in accordance
with the paragraph. Notices delivered personally will be deemed communicated
as
of actual receipt; mailed notices will be deemed communicated as of two business
days after mailing.
16. This
agreement will be governed by and construed in accordance with the laws of
the
State of Florida, without regard to its conflicts of laws provisions; and the
parties agree that the proper venue for the resolution of any disputes hereunder
shall be Florida.
Company:
VOIP,
INC.
By:
__________________________
Consultant:
__________________________
TISNO
ONGGARA
2
EXHIBIT
A
The
Consultant shall provide the following services:
1. Introduce
the Company to Alibaba, Inc.
2. Introduce
the Company to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co.
3. Introduce
the Company to AOL.
4. Introduce
the Company to VSI.
5. Introduce
the Company to Helio.
3
Amendment
One to Consulting Agreement
Whereas,
the Consultant entered into an agreement with the Company on December 4, 2006
to
provide advisory services to the Company (the “Agreement”);
Whereas,
the Company agreed to compensate the Consultant with shares of the Company’s
common stock;
Whereas,
the Company agreed to register the common stock for resale on behalf of the
Consultant no later than February 28, 2007;
Whereas,
the Company has requested an extension for the registration time from the
Consultant;
NOW
THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL PROMISES SET FORTH
HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:
The
Consultant and the Company agree to amend their Agreement as
follows:
|
1.
|
The
Company shall issue and register for resale the common stock pursuant
to
the terms of the Agreement no later than March 25,
2007.
|
|
2.
|
As
consideration for the extension, the Company shall issue the Consultant
an
additional two hundred thousand (200,000) shares of the Company’s common
stock (the “Extension Shares”) once the Company has received the necessary
regulatory approvals to authorize such
issuance.
|
|
3.
|
The
Company shall issue and register the Extension Shares for resale
no later
than March 25, 2007.
|
All
other
terms and conditions of the Agreement shall remain.
Agreed
to
by:
VoIP,
Inc Consultant
By:
___________________________ By:
_____________________________
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Tisno
Onggara
4