EXHIBIT 10.9
Consulting Contract
This agreement (the "Agreement") executed on November 17, 2004, by and between
X. Xxxxxx Financial, with its principal office located at 00000 00 Xxx Xxxxxx
XX, X0X 0X0, hereinafter referred to in this Agreement as the Consultant and
Xact Aid, a Nevada corporation located at 0000 Xxxxxxx Xxxxxx Xx., Xxx 000,
Xxxxxxxx Xxxxxxx, XX 00000 hereinafter referred to in this Agreement as the
Company.
Scope of Services. The Company seeks to utilize the skill and expertise of
Consultant to provide executive and financial advisory services for Management
and Directors.
Term: The Company agrees to hire Consultant for an initial term of 360 days,
commencing November 17, 2004. Said term may be extended upon the written
agreement of the parties hereto. Either party may cancel this Agreement after
ninety (90) days, with thirty (30) day notice in writing to the other party.
Compensation:
a. The Company shall pay to Consultant Fifteen Thousand Dollars ($15,000) in
cash on or before November 30, 2004 and issue to Consultant 200,000 shares of
the Company's common stock (the "Shares"). Such Shares shall be registered
free-trading shares and shall be issued not later than April 15, 2005. The Share
issuances which shall not exceed 200,000 shares in the aggregate, shall be made
in such a manner so that Consultant shall at no time own in excess of 9.9% of
the Company's total issued and outstanding shares at the time of such issuances.
b. Expenses incurred for the purpose of fulfilling these services, e.g.
telephone, faxing, etc. will be absorbed by Consultant.
c. The parties agree that said services will be performed exclusively by
Consultant.
d. In the event that Consultant shall employ the services of third parties any
and all expenses, costs or liability for said employment or services shall be
borne exclusively by Consultant unless Consultant has requested and received
approval and authorization of the Company prior to such hiring or employment.
e. The Company shall have no liability for the cost of purchase of equipment,
services and/or supplies unless Consultant has requested and received the
approval and authorization of the Company prior to such purchase.
Independent Contractor:
a. The parties agree that Consultant will act as an independent contractor in
the performance of its duties under this contract and not as an employee of the
Company. Consultant shall be solely responsible for the withholding and/or
payment of any and all federal income and employment tax liability, British
Columbia income and employment tax liability, British Columbia province sales
and use tax and unemployment and workers compensation assessment or tax
liability that the consultant's activities may give raise to.
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Liability:
The Company agrees to indemnify and hold harmless Consultant from and against
any and all losses, claims, damages, expenses or liabilities which may incur
based on information, representations, reports or data furnished by the Company
to the extent that such material is furnished, prepared or approved by Company
for use by Consultant.
Counterparts:
This Agreement may be executed in one or more counterparts, and it shall be
deemed fully executed when each party has signed a counterpart even though no
one counterpart contains the signatures of all the parties. A facsimile
signature of a party shall be deemed an original signature and fully effective
as such. Each party executing this agreement represents that it has the full
power and authority to do so.
Agreed to and Accepted by:
X. Xxxxxx Financial Xact Aid, Inc.
BY: _________________________ By ________________________
Xxx Xxxxxx Xxxx Xx Xxxx, Secretary
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