Exhibit 10.10
Advisory Service Agreement
THIS CONSULTING AGREEMENT ("Agreement") is entered into this __th day of May
2003 by and between Sequiam Corporation, a Florida corporation located at 000
Xxxxxxx Xxxx, Xxxxxxx, Xx 00000 ("Company"), and Xxxxx Xxxxx located at 000
Xxxxx Xxxxxx Xx., Xxxxx 000, Xxxxxxx Xxxxx, XX 00000 ("Advisor").
RECITALS
Advisor, through the expenditure of considerable money, time and effort, has
created and developed, and is continuing to improve an efficient system for
providing advisory services ("Services") to private and public companies. The
Company desires to obtain the assistance of Advisor, and Advisor is willing to
provide such assistance, with respect to the Services.
NOW in consideration of the mutual covenants and promises contained herein, the
sufficiency of which is hereby acknowledged by each of the parties, the Company
and Advisor hereby agrees as follows:
1. Appointment as Advisor / Scope of Services: The Company hereby engages
Advisor as an advisor in connection with the Services. Advisor hereby agrees to
perform such advisory services upon the terms and conditions hereinafter set
forth. Advisor shall provide advise on capital market management and financial
public relations; advise on re-listing the Company's securities on NASDAQ
small-cap or AMEX; design and arrange public and investor relations agreements
for the Company; monitor OTC Internet Message Boards regarding the Company;
review Company due diligence presentations to market makers; advise on the
distribution of Company news and relevant information to market makers, advise
regarding the development of financial media and market awareness programs;
advise on the distribution of press releases to Company shareholders; advise
regarding the presentation of the Company to various media, periodical sources,
and provide advise regarding appropriate national and regional media outlets,
including appropriate trade journals; and to use its reasonable best endeavors
to comply with all reasonable requests of the Company in relation to the
performance of the Services as outlined herein.
Term: Unless sooner terminated in accordance with the termination provisions set
forth in this Agreement, the term of this Agreement shall be for a period of One
(1) year commencing on the date hereof.
Services of the Advisor: The parties agree that the work performed by Advisor
will be governed by the general terms and conditions of this Agreement. The
services performed by Advisor may be performed at days and times, and in order
and sequence as Advisor deems desirable. Advisor is not a registered broker
dealer or associated person of such, and is not purporting to act in any
capacity requiring registration as a broker dealer or associated person.
Advisor's Fee: As compensation for Advisor's services pursuant hereto as
outlined in Section 1 of this Agreement, the Company agrees to pay follows:
Advisor shall receive Two Hundred and Fifty Thousand common shares of the
Company.
Company shall register shares issued in connection with this Agreement on Form
S-8 with the Securities and Exchange Commission.
Advisor shall receive Warrants to purchase Three Hundred Thousand common shares
of the Company. Such warrants shall expire one year from the date of this
agreement and the exercise price shall be the market price at the exercise date.
Expenses: Advisor's expenses will be paid by the Company after obtaining written
approval by the Company.
Arbitration: The parties shall resolve any disputes arising hereunder before a
panel of one arbitrator selected in accordance with the rules of the American
Arbitration Association. The arbitration shall be held in Orlando, Florida.
Disputes under this Agreement as well as all of the terms and conditions of this
Agreement shall be governed in accordance with the laws of the State of Florida
(without regard to its conflicts of law principles). The successful party in the
arbitration proceedings shall be entitled to an award of reasonable attorney's
fees and costs from the arbitrator.
Obligations of the Company: The Company hereby agrees to cooperate with the
Advisor and to provide Advisor with access to all information reasonably
requested by Advisor related to the Services.
Representations and Warranties of the Advisor: Advisor hereby represents and
warrants as of the date hereof each of the following: Advisor has the requisite
power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement by Advisor
and the consummation by Advisor of the transactions contemplated hereby have
been duly authorized by Advisor, and no other action on the part of Advisor is
necessary to authorize this Agreement and such transaction.
Representations and Warranties of the Company: Company hereby represents and
warrants as of the date hereof each of the following: Company has the requisite
power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement by Company
and the consummation by Company of the transactions contemplated hereby have
been duly authorized by Company, and no other corporate proceedings on the part
of Company is necessary to authorize this Agreement and such transaction.
Independent Contractor: Advisor and Advisor's personnel will act as independent
contractors in the performance of the Services under this Agreement.
Accordingly, Advisor will be responsible for payment of all federal, state and
local taxes on compensation paid under this Agreement, including income and
social security taxes, unemployment insurance, and any other taxes due relative
to Advisor's personnel. This Agreement neither expressly nor impliedly creates a
relationship of principal and agent, or employment and employer, between Advisor
and Advisor's personnel and the Company.
Termination: The Company and Advisor may terminate this Agreement at any time
with mutual consent and either party may terminate this Agreement with Thirty
(30) days written notice under the following conditions:
By the Company.
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If during the Term of this Agreement, Advisor is unable to provide the Services
as set forth herein for Thirty (30) consecutive days because of illness, or
other incapacity of Advisor; or,
if Advisor willfully breaches or neglects the duties required to be performed
herein.
By Advisor.
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If the Company breaches this Agreement or fails to honor any payments made to
Advisor in common shares; or fail to provide information or documents required
herein; or, If the Company ceases business, files a petition in a court of
bankruptcy, sells controlling interest to a third party, or sells substantially
all of its assets to another corporation.
In the event either party elects to terminate for cause or this Agreement is
terminated prior to the expiration Term, the Company shall be responsible to pay
Advisor for unreimbursed expenses accrued.
12. Notice: Any notice of communication to be given under the terms of this
Agreement shall be in writing and delivered in person or deposited certified or
registered, in the United States mail, postage prepaid, addressed as follows:
If to Advisor: Mr. Xxxxx Xxxxx
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
If to Company: Xx. Xxxx XxxxxxXxxxxx
Sequiam Corporation
000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
13. Counterparts: This Agreement may be executed in separate counterparts and
via facsimile, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
14. Entire Agreement: This Agreement constitutes and embodies the full and
complete understanding and agreement of the parties hereto with respect to the
subject matter hereof and supersedes all prior understandings whether oral or in
writing and may not be modified except by writing signed by the parties hereto.
IN WITNESS WHEROF, this Consulting Agreement has been executed as of the day and
year first written above.
The Company: Sequiam Corporation
By: __________________________________________
Xxxx XxxxxxXxxxxx, Chief Executive Officer
The Advisor:
__________________________________________
Xxxxx Xxxxx
