EX-10.2
CONSULTING AGREEMENT
This Consulting Agreement, effective April 1, 2001, is by and between
Cameron House Publishing Group, LLC, a Nevada corporation ("you"),
with its principal place of business at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of British Columbia, Canada V6M 3B9, and 5G Wireless
Communications, Inc., a Nevada corporation, (the "Company"), with its
principal place of business at ▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇.
WHEREAS, Company wishes to retain you as an independent contractor
providing certain services (the "Services") listed below and you wish
to provide the Services;
NOW, THEREFORE, the parties agree as follows:
1. Engagement.
Company hereby engages, and you hereby agree to be engaged, as an
independent contractor to provide consulting services to Company under
the terms set forth herein. The services will be provided by ▇▇▇▇▇▇▇
▇▇▇▇ and or other employees of you. You shall control who performs the
services. The engagement shall not be full-time and you may work for
general public, clients or companies other than Company, except to the
extent prohibited herein. You any also consult for, be employed by,
act as an Officer and or Director and or Director for, any other
companies without restriction. In addition, ▇▇▇▇▇▇▇ ▇▇▇▇ is also free
to enter into an employment contract with 5G Wireless Communication,
Inc., at any time without disturbing this agreement. The parties agree
that you will not be considered an employee of Company for federal
employment tax purpose of for any other purpose but rather an
independent contractor. You shall have no hiring, firing or
supervisory authority over any employee of Company. You shall be
solely responsible for any and all taxes, tax withholding, vacation,
bonus, fringe benefits or any other payments and expenses, other than
the payments set forth in Sections 4 and 6
2. Services.
In exchange for the payments set forth herein, you shall provide
office and marketing consulting service for Company including but not
limited to advising and consulting on the overall business processes,
the implementation of marketing and sales plans, conducting business
analyses and strategic planning, and advice and other services as
needed by Company (all collectively referred to as the "Service"). The
specifics and details of such service shall be as directed by Company
throughout the term of this agreement. You shall control the times
during which you perform the Services but shall notify Company of any
specific times during which you are not available. If there are
periods of fourteen business days or longer in which you are not
available, you shall provide at least (5) day's notice to Company.
While you shall perform the Service in a professional, ethical first
class and quality manner, you shall control how the Services are preformed.
3. Retainer
You shall be paid a monthly consulting fee of 8000.00 US Funds. If
you the Consultant become disabled for 180 consecutive days, the
Company may elect, upon to the Consultant, to pay the Consultant 2/3
of the compensation the Consultant would otherwise be entitled.
Disability shall mean the Consultant's inability, due to sickness or
injury, to perform effectively the job duties hereunder. Consultant
shall be entitled to an annual vacation of three (5) weeks per year
without reduction in compensation.
4. Expenses and Travel.
5G shall be responsible for all your expenses, including daily
business expenses and both commuting and non-commuting travel
expenses. Company will reimburse all travel and daily business
expenses incurred by the Consultant without discrepancy. Such
expenses will be reimbursed to the Consultant within 20 days from
occurrence of such expense. Should the company for whatever reason
not pay the Consultant for his expenses within the 20 days, interest
will occur on such amounts payable to the Consultant at a accrued rate
of 2% per month.
5. Term
The term of this Agreement shall be for 3 years unless terminated on
accordance with its terms. This Agreement shall be automatically
renewed for three- year term.
6. Servability
Should any part of this Agreement for any reason be declared invalid,
the validity and binding effect of any remaining portion shall not be
affected, and the remaining portions of this Agreement shall remain in
full force and effect as if this Agreement had been executed with the
invalid provisions eliminated.
7. Termination of Contract
Termination by the Company without cause. Company, by written
approval of the Board of Directors duly taken in accordance with law
and Company Bylaws, may terminate this Agreement and Consultant's
rights hereunder, without cause or any reason whatsoever. Upon
termination, the sum of the remaining contract obligation terms as
stated herein as well as any past due amounts, will be paid in full to
Consultant, and all stock options and shares previously granted to the
Consultant will remain with the Consultant and will not be considered
as payment of the vase compensation. Such shares cannot for whatever
reason be taken back from the company after such times they have been
issued.
If any provision of this Agreement is declared or found to be illegal,
unenforceable or void, in whole or in part, it is the intent and
agreement of the parties that: (i) this Agreement shall be deemed
amended by the modifying such provision to the extent necessary to
make it legal, valid and enforceable; (ii) if clause (i) is not
possible, by substituting therefore another provision that is legal,
valid and enforceable and achieves the same or similar objectives; and
(iii) such provision shall be served out of this Agreement and shall
not be enforceable or validity of the Agreement as a whole.
8. Entire Agreement
This Agreement contains the entire Agreement between the parties with
respect the Consulting of Consultant by Company, and supercedes all
prior and contemporaneous agreements, representations and
understandings of the parties. No modification, amendment or waiver
of any of the provisions of this Agreement shall be effective unless
in writing specifically referring hereto and signed by both parties.
This Agreement sets forth the entire understanding of the parties,
there being no terms, conditions, warranties or representations other
than those contained herein, and no amendments hereto shall be valid
unless made in writing and signed by the parties hereto.
9. Arbitration and Attorney's Fees
Any controversy or claim arising out or relating to this Agreement
shall be subject to arbitration in Las Vegas, Nevada pursuant to the
Commercial Arbitration Rules of the American Arbitration Association,
and judgments upon the award may be entered by the court having
jurisdiction. The prevailing party shall entitled top recover
reasonable attorney's fees from the other party, which fees shall be
set by the arbitrator and shall be in addition to any other relief
that may be awarded.
10. Captions and Section Headings.
Captions and section headings used herein are for convenience only and
are not part of this Agreement and shall not be used in construing its
provisions.
11. Binding Agreement.
Each party is fully competent, authorized and empowered to sign this
Agreement and bind each party. Each party has taken the necessary
action to make this Agreement fully authorized and binding upon such a
party. By signing below, each party agrees to be bound by the terms of
this Agreement.
12. Assignments and Change of Control.
You may not assign this Agreement without the prior written consent of
Company. This Agreement in its entirety will survive any change in
control of the company's officers and directors. In such, the new
officers and director will fulfill their obligations to recognize and
honor the terms and conditions of this agreement.
13. Governing Law.
This agreement shall be governed by and construed under the laws of
the State Of Nevada, except to the extent that any Federal law
regulating commercial banks may apply.
14. Notices.
Any written notice to be given to Consultant by Company must be given
either by registered mail and returned receipt requested, addressed to
consultant at his then current residence. Any written notice to be
given to Company by Consultant shall be given either by personal
delivery to the Chairman of the Board of Directors of Company, or by
mail, registered or certified, postage prepaid with the return receipt
requested, addressed to the Chairman of the Board of Directors of the
Company at the administrative offices of Company.
15. No Joint Venture or Special Relationship
This agreement shall not constitute or be construed as constituting a
joint venture, partnership, fiduciary, employment relationship or any
other special relationship, except as relates to the possession of
confidential Information by you.
16. No Waiver
It is further understood and agreed that no failure or delay by
Company in exercising any right, power or privilege under this
Agreement shall operate as a wavier thereof nor shall any single
exercise thereof preclude any other or future exercise of any right,
power or privilege hereunder.
Agreed to and Accepted by the Parties Below:
Cameron House Publishing Group, LLC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇. Member
5G Wireless Communications, Inc.:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇, President/CEO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary
