Exhibit 10.34
BUSINESS CONSULTING AGREEMENT made June 3rd, 2001.
BETWEEN:
Xynergy Corporation (Hereinafter called "The Company")
AND:
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▇▇▇▇▇▇ ▇▇▇▇▇▇ (Hereinafter called "The Consultant")
WHEREAS the Corporation wishes to engage the Consultant to provide the
consulting services on the terms set out herein;
AND WHEREAS the Consultant wishes to accept this engagement by the Corporation.
NOW THEREFORE in consideration of the mutual covenants and agreements contained
in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
In this Agreement, in any amendments hereto and in all schedules hereto,
the following terms shall have the following meanings:
(a) "Agreement" means this Agreement as the same may be amended from
time to time and the expression "hereof", "herein", "hereto",
"hereunder" and "hereby" and similar expressions refer to this
Agreement;
(b) "Confidential Information" means all confidential or proprietary
information, intellectual property, trade secrets, material change
and material facts relating to the business and affairs of the
Corporation that have not been disseminated to the Public.
"Confidential Information" shall also include the Corporations
shareholder and investor lists.
2. THE CONSULTANT COVENANTS AND AGREES AS FOLLOWS:
To provide business development services, including, but not limited to
the following:
(a) Provide analysis and feedback with regards to the company's business
plan and operations;
(b) Make introductions to relevant corporate contacts that may benefit
the company; and
(c) Provide other corporate consulting services as needed and able.
3. FEE SCHEDULE
As compensation for the Consultants services set out herein, the
Corporation agrees to pay the Consultant as follows:
(a) A one-time fee of $50,000.
In lieu of cash, the Consultant agrees to accept 1,000,000 shares of S-8
stock in the company as full payment for services.
Consultant shall be responsible for any and all expenses incurred during
the course of fulfilling his duties as outlined in 2, including payments
to consultant's contractors.
4. TERM OF AGREEMENT
This agreement is for a term of three months from the date first written
above.
5. TERMINATION
This agreement may be terminated at any time after 60 days from the date
first written above by either party giving 30 days written notice of
intent to terminate.
TERMINATION FOR CAUSE
The Corporation may terminate this agreement on 30 days written notice if
the consultant is in breach of any of its covenants of agreements set out
in Section 2 herein unless the breach is corrected within the 30-day
notice period. The Consultant may terminate this Agreement on 30 days
written notice if the Corporation is in breach of any of its covenants or
agreements set out herein unless the breach is corrected within the 30-day
notice period.
6. RELATIONSHIP
The Relationship of the Consultant to the Corporation is that of an
independent contractor.
7. CONFLICTS
The Consultant is in the business of providing similar services to other
companies and such services as provided to others whether their business
is similar to that of the Corporation, will not be in breach of this
Agreement or considered a conflict of interest on the part of the
Consultant.
8. NO USE OF CONFIDENTIAL INFORNMATION
During and at all times after the termination of this Agreement, the
Consultant will keep Confidential Information and will not use for the
benefit of the Consultant or others (except in connection with the
business and affairs of the Corporation in the course of providing
services hereunder) any Confidential Information and will not disclose any
Confidential Information to any person in the course of providing services
under this Agreement to a person who is employed by the Corporation or
with the Corporation's prior consent and in accordance with applicable
law. The foregoing prohibition will not apply to any Confidential
Information if:
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(a) The Confidential Information is available to the public or on a
public domain at the time of disclosure or use.
(b) Disclosure is required to be made by operation of law in which case
the Consultant will notify the Corporation immediately upon learning
of that requirement, or
(c) Disclosure is made with the corporation's prior written approval.
(d) Consultant acknowledges that the Confidential Information may be
deemed "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇" for the purpose of federal and state
securities laws.
(e) Consultant agrees not to use the Confidential Information in any
manner which would violated federal or state securities laws, and
will indemnify and hold Corporation harmless from any liability
caused by the Consultant's use of Confidential Information or
trading in Corporation's securities when on possession of
Confidential Information.
9. REGULATORY APPROVAL
If any of the provisions set out in this Agreement requires regulatory
approval, the Corporation undertakes to forthwith upon execution of this
Agreement, make application for such approval. The Consultant shall not be
obligated to commence providing services under this Agreement until
approvals are obtained. At the option of the Corporation all other
provisions of this Agreement that are tied to the date of the Agreement
may be extended to the date of said approvals.
10. NOTICE
Any notice or communication to be or made under this Agreement must be in
writing and addressed as follows:
(a) If to the Company:
(b) If to the Consultant:
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And will be deemed to be properly given or made on the earliest of the
following:
(a) Actual delivery
(b) 48 hours after being sent by commercial courier service
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(c) The day following which any telecopier message is sent
This section will also govern notice of change of address for purpose of
notice.
11. HEADINGS
The inclusion of headings in this Agreement is for convenience of
reference only and is not to affect construction or interpretation.
12. INVALIDITY OF PROVISION
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction will, as to that jurisdiction be ineffective to the extent of
the prohibition or unenforceable without invalidating the remaining
provisions of this Agreement and any prohibition or unenforceability in
any jurisdiction will not invalidate or render enforceable that provision
in any other jurisdiction. For any provision severed there will be deemed
substituted a like provision to accomplish the intent of the parties or
arbitrator having jurisdiction over any relevant proceeding to the extent
permitted by the applicable law.
13. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter. There are no warranties, representation
or agreements between the parties in connection with the subject matter
except as are specifically set out or referred to in this Agreement. No
reliance is placed on any representation, opinion, advice or assertation
of fact made by either party or its directors, officers, employees or
agents to the other party, or its directors, officers, or agents except to
the extent that the same has been reduced to writing and included as a
term of this Agreement. Accordingly, there is to be no liability, wither
in tort or in contract, assessed in relation to any such representation,
opinion, advice or assertion of fact, except to the aforesaid.
14. AMENDMENTS OR WAIVERS
Except as expressly provided in this Agreement, no amendment or waiver of
this Agreement will be binding unless executed in writing by the other
party to bind. The failure of either party at any time to require
performance by the other party of any provisions of this Agreement will be
in no way affect the right of that party to require performance of any
Waiver of any provision nor will any waiver of any breach of any
Provision of this Agreement to be construed as a waiver of any continuing
or succeeding breach of such provision unless otherwise expressly provided
15. CURRENCY
All amounts in this Agreement are to stated and will be paid in United
States currency.
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16. GOVERNING LAW
This Agreement is to be governed by and construed in accordance with the
laws of California and the laws of the United States.
17. BINDING NATURE
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns.
18. COUNTERPARTS
This Agreement may be executed in any number of counterparts, including
facsimile signatures, which shall be deemed as original signatures. All
executed counterparts shall constitute one Agreement notwithstanding that
all signatories are not signatories to the original or the same
counterpart.
IN WITNESS WHEREOF, The parties hereto have signed this Agreement as of
the day and year first written above.
Xynergy Corporation Consultant
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