This Consultancy Agreement (the “Agreement”) is made
and entered into this August 17, 2015 (the “Effective Date”) by and between Lans Holdings Inc. with its principal place
of business located at 801 Brickell Avenue Suite 900, Miami FL, 33131. (the “Company”) and Rudy Romeiro, with his principal
place of business located at 2262 Discovery Circle, Deerfield Beach, FL 33442 (the “Consultant”) (hereinafter referred
to individually as a “Party” and collectively as “the Parties”).
WHEREAS, the Company is in the business of
providing payment processing systems;
WHEREAS, the Consultant has expertise in the
area of development and management of payment processing systems; and
WHEREAS, the Company desires to engage the
Consultant to provide certain services in the area of Consultant’s expertise and the Consultant is willing to provide such
services to the Company;
NOW, THEREFORE, the Parties hereby agree as
1. Engagement and Services
(a) Engagement. The Company hereby engages the Consultant
to provide and perform the services set forth in Exhibit A attached hereto (the “Services”), and the Consultant hereby
accepts the engagement.
(b) Standard of Services. All Services to be provided
by Consultant shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected
of a consultant with the background and experience that Consultant has represented it has. The Company shall provide such access
to its information, property and personnel as may be reasonably required in order to permit the Consultant to perform the Services.
(c) Tools, Instruments and Equipment. Consultant shall
provide Consultant’s own tools, instruments and equipment and place of performing the Services, unless otherwise agreed between
(d) Representation and Warranty. Consultant represents
and warrants to the Company that it is under no contractual or other restrictions or obligations which are inconsistent with the
execution of this Agreement or which will interfere with the performance of the Services.
2. Consultancy Period
(a) Commencement. This Agreement shall commence on the
Effective Date and shall remain in effect until the completion of the Services or the earlier termination of this Agreement as
provided in Article 2 (b) (the “Consultancy Period”).
(b) Termination. This Agreement may be terminated by
the Company, without cause and without liability, by giving thirty (30) calendar days written notice of such termination to the
Consultant. This Agreement may be terminated by either Party by giving seven (7) calendar days written notice of such termination
to the other Party in the event of a material breach by the other Party. “Material breach” shall include: (i) any violation
of the terms of Articles 1 (d), 3, 4, 5, 6, 8, 10 and 11.
(ii) any other breach that a Party has failed to cure within fourteen
(14) calendar days after receipt of written notice by the other Party, (iii) the death or physical or mental incapacity of Consultant
or any key person performing the Services on its behalf as a result of which the Consultant or such key person becomes unable to
continue the proper performance of the Services, (iv) an act of gross negligence or wilful misconduct of a Party, and (v) the insolvency,
liquidation or bankruptcy of a Party.
(c) Effect of Termination. Upon the effective date of
termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for
such legal obligations,
rights and duties as shall have accrued prior to the effective date
of termination and except as otherwise expressly provided in this Agreement.
3. Consultancy Fee and Expenses
(a) Consultancy Fee. In consideration of the Services
to be rendered hereunder, the Company shall pay Consultant a Consultancy fee at the rates and payable at the time and pursuant
to the procedures set forth in Exhibit A (the “Consultancy Fee").
(b) Expenses. Consultant shall be entitled to reimbursement
for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements
and receipts in accordance with the then regular procedures of the Company.
(c) Payment. The Consultant shall submit to the Company
a monthly invoice detailing the Services performed during the month and the amount due. All such invoices shall be due and payable
within thirty (30) calendar days by the Company.
4. Work Product and License
(a) Defined. In this Agreement the term "Work Product"
shall mean all work product generated by Consultant solely or jointly with others in the performance of the Services, including,
but not limited to, any and all information, notes, material, drawings, records, coding, diagrams, formulae, processes, technology,
firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets.
(b) Ownership. Consultant agrees to assign and does hereby
assign to Company all right, title and interest in and to the Work Product. All Work Product shall be the sole and exclusive property
of the Company and Consultant will not have any rights of any kind whatsoever in such Work Product.
Consultant agrees, at the request and cost of Company, to promptly
sign, execute, make and do all such deeds, documents, acts and things as Company may reasonably require or desire to perfect Company's
entire right, title, and interest in and to any Work Product.
Consultant will not make any use of any of the Work Product in any
manner whatsoever without the Company’s prior written consent. All Work Product shall be promptly communicated to Company.
(c) License. In the event that Consultant integrates
any work that was previously created by The Company into any Work Product, the Consultant shall grant to, and Company is hereby
granted, a worldwide, royalty-free, perpetual, irrevocable license to exploit the incorporated items, including, but not limited
to, any and all copyrights, patents, designs, trade secrets, trademarks or other intellectual property rights, in connection with
the Work Product in any manner that Company deems appropriate. Consultant warrants that it shall not knowingly incorporate into
any Work Product any material that would infringe any intellectual property rights of any third party.
5. Confidential Information
(a) Defined. In this Agreement the term “Confidential
Information” shall mean the Work Product and any and all information relating to the Company’s business, including,
but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology,
firmware, software, coding, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets,
customers, suppliers, markets, marketing, finances disclosed by Company either directly or indirectly in writing, orally or visually,
to Consultant. Confidential Information does not include information which:
(i) is in or comes into the public domain without breach of this
Agreement by the Consultant,
(ii) was in the possession of the Consultant prior to receipt from
the Company and was not acquired by the Consultant from the Company under an obligation of confidentiality or non-use,
(iii) is acquired by the Consultant from a third party not under
an obligation of confidentiality or non-use to the Company, or
(iv) is independently developed by the Consultant without use of
any Confidential Information of the Company.
(b) Obligations of Non-Disclosure and Non-Use. Unless otherwise
agreed to in advance and in writing by the Company, Consultant will not, except as required by law or court order, use the Confidential
Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any
Consultant may disclose the Confidential Information only to those
of its employees who need to know such information. In addition, prior to any disclosure of such Confidential Information to any
such employee, such employee shall be made aware of the confidential nature of the Confidential Information and shall execute,
or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions
of this Agreement. In any event, Consultant shall be responsible for any breach of the terms and conditions of this Agreement by
any of its employees. Consultant shall use the same degree of care to avoid disclosure of the Confidential Information as it employs
with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.
(c) Return of Confidential Information. Upon the termination
or expiration of this Agreement for any reason, or upon Company’s earlier request, Consultant will deliver to Company all
of Company’s property or Confidential Information in tangible form that Consultant may have in its possession or control.
The Consultant may retain one copy of the Confidential Information in its legal files.
6. Interference with Business
|(a)||Non-Competition. During the term of this Agreement and for one (1) year thereafter, Consultant
will engage in no business or other activities which are, directly or indirectly, competitive with the business activities of the
Company without obtaining the prior written consent of the Company.|
Exemption. The Company acknowledges that The Consultant
currently acts as Owner of Power IT Up Consulting LLC and may continue to do so for the duration of this contract.
(b) Non-Solicitation. Consultant agrees that for a period
of one (1) year after termination of this Agreement, Consultant shall not:
(i) divert or attempt to divert from the Company any business of
any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or
(ii) employ, solicit for employment, or recommend for employment
any person employed by the Company, during the Consultancy Period and for a period of one (1) year thereafter.
Consultant shall maintain at its sole expense liability insurance
covering the performance of the Services by Consultant. Such insurance coverage shall have limits and terms reasonably satisfactory
to Company, and Company may require Consultant to provide to Company a certificate of insurance evidencing such coverage.
8. Independent Contractor
The Consultant agrees that all Services will be rendered by it as
an independent contractor and that this Agreement does not create an employer-employee relationship between the Consultant and
the Company. The Consultant shall have no right to receive any employee benefits provided by the Company to its employees. Consultant
agrees to pay all taxes due in respect of the Consultancy Fee and to indemnify the Company in respect of any obligation that may
be imposed on the Company to pay any such taxes or resulting from Consultant’s being determined not to be an independent
contractor. This Agreement does not authorize the Consultant to act for the Company as its agent or to make commitments on behalf
of the Company.
9. Force Majeure
Either Party shall be excused from any delay or failure in performance
required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited
to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods,
explosions or other acts of nature.
The obligations and rights of the Party so excused shall be extended
on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the
Parties’ respective obligations hereunder shall resume.
In the event the interruption of the excused Party’s obligations
continues for a period in excess of fourteen (14) calendar days, either Party shall have the right to terminate this Agreement
upon seven (7) calendar days’ prior written notice to the other Party.
The Company is a US Public Company and as such is subject to certain
reporting and disclosure requirements. Each of Company and Consultant agree not to disclose outside of their regulatory scope,
the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i)
to its advisors, attorneys or auditors who have a need to know such information, (ii) as required by law or court order, (iii)
as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party
of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this
The Services to be performed by Consultant hereunder are personal
in nature, and Company has engaged Consultant as a result of Consultant’s expertise relating to such Services. Consultant,
therefore, agrees that it will not assign, sell, transfer, delegate or otherwise dispose of this Agreement or any right, duty or
obligation under this Agreement without the Company’s prior written consent. Nothing in this Agreement shall prevent the
assignment by the Company of this Agreement or any right, duty or obligation hereunder to any third party.
12. Injunctive Relief
Consultant acknowledges that a violation of Article 5 or 6 would
cause immediate and irreparable harm to the Company for which money damages would be inadequate. Therefore, the Company will be
entitled to injunctive relief for Consultant’s breach of any of its obligations under the said Articles without proof of
actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for
such violation, but shall be in addition to all other remedies available at law or in equity.
13. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance
with the laws of United States, without giving effect to any choice of law or conflict of law provisions. The Parties consent to
the non-exclusive jurisdiction and venue in the courts of Nevada in the city of Las Vegas.
This Agreement constitutes the entire agreement of the Parties on
the subject hereof and supersedes all prior understandings and instruments on such subject. This Agreement may not be modified
other than by a written instrument executed by duly authorized representatives of the Parties.
No waiver of any provision of this Agreement shall constitute a
waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision
of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement.
Should any provision of this Agreement be held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving
effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in
full force and effect and shall be construed in accordance with the modified provision.
15. Survival of Provisions
The following provision of this Agreement shall survive the termination
of this Agreement: Articles 2 (c), 3, 4, 5, 6, 7, 8, 10 and 15 and all other provisions of this Agreement that by their nature
extend beyond the termination of this Agreement.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties
have duly executed this Agreement by their authorized representatives as of the date first written above.
Signed for and on behalf of
Lans Holdings Inc.
By: /s/ Trevor Allen
Name: Trevor Allen
Signed for and on behalf of
By: /s/ Rudy Romeiro
Name: Rudy Romeiro
Exhibit A (the “Consultancy Services, Fee and Term")
1. Serve as Officer of the Company with title Chief Operations
2. Contribute commercial ideas and opportunities to “further
the business venture”
3. Participate in periodic meetings
a. Monthly meetings (Operations, Review of status of Technical
b. Bi weekly meetings (Recap of business strategy and IT
to support revenue development efforts)
c. Quarterly review of your direct impact and role with the
company and board meetings
4. Execution of Statements of Work, defined in Exhibit B. To
be determined and approved for projects.
5. Compensation. In exchange for the above services, The Company
will compensate the Consultant $2250.00 USD per month as retainer.
6. Upon signing, Consultant shall be issued shares in the total
amount equal to fifteen thousand USD divided by the share value of the closing price on the date of signing.
Stock restrictions, for a period of six (6) months from issue date
in accordance with the federal securities laws.
While serving as Officer of the Company all sales and transfers
would have to be recorded, including such filings with the Securities and Exchange Commission as are required.
The initial term of the agreement is for twelve (12) months then
will be reviewed and any relevant changes made to compensation and further terms.
Exhibit B (the “Consultancy Services, Fee and Term")
Project Details if Applicable