Contract for Consulting Services Tradeshow Marketing Company Ltd. May 12, 2005
Yupp
m
Contract
for Consulting Services
Tradeshow
Marketing Company Ltd.
May
12, 2005
Xxxx
Xxxx
President
EXCEL
RELATIONS
1705
0000 Xxxxxxx Xx.
Xxxxxxxxx,
XX X0X 0X0
xxxx@xxxxxxxxxxxxxx.xxx/
(000) 000-0000 / (000) 000-0000 (f)
Agreement
made this 12th day of May, 2005, between Tradeshow Marketing Company Ltd.
(TSHO)
with offices at Vancouver, Canada and EXCEL RELATIONS (EXCEL) having offices
in
Vancouver, BC:
In
consideration of the mutual promises contained in this Agreement, the
contracting parties agree as follows:
Recitals:
TSHO
desires to engage the services of EXCEL to perform consulting services regarding
the shareholder communications of Tradeshow Marketing Company Ltd.
(TSHO).
EXCEL
desires to consult with the Board of Directors, the Officers of TSHO, and
certain administrative staff members of TSHO, and to undertake for the
Corporation consultation as to the operation and management the shareholder
communications of TSHO.
AGREEMENT
Term
|
1.
|
The
respective duties and obligations of the contracting party shall
be for a
period of three (12) months commencing on the date first appearing
above.
This Agreement may be terminated by either party at any time upon
three
(3) months prior written notice or earlier pursuant to the provisions
set
forth below in Section 6 below.
|
Services
Provided by Consultant
|
2.
|
EXCEL
will provide consulting services in connection with TSHO’s shareholder
communications. At no time shall EXCEL provide services which would
require EXCEL to be registered or licensed with any federal or
Province
regulatory body or self-regulating agency. EXCEL will provide such
services in the manner EXCEL reasonably believes will accomplish
the goals
of TSHO. EXCEL agrees to provide fair disclosure of compensation
in any
publication or distribution of information made on TSHO’s behalf in
accordance with existing governmental regulations. EXCEL will devote
such
amount of time and effort necessary to accomplish the services
required.
However, there is no requirement that EXCEL devote a certain amount
of
time or effort hereunder. During the term of this Agreement, EXCEL
will
provide certain administrative and management services to TSHO,
including
but not necessarily limited to the
following:
|
| (a) |
Consult
with TSHO as to methods and procedures to build shareholder base
and
provide shareholder and investor communications.
|
| (b) |
Advise
TSHO and provide assistance in development of shareholder base and
shareholder communications;
|
TSHO
agrees to support EXCEL in developing and building the shareholder base
including, but not necessarily limited to the following:
| (1) |
Providing
EXCEL with information and news as required to build and retain the
shareholder base.
|
| (2) |
Providing
support as needed for EXCEL to fulfill the terms of the contract
as
approved by TSHO.
|
Compensation
| 3. |
Upon
execution of this Agreement, EXCEL shall be compensated with $5,000
USD
cash per month until termination of this contract in accordance with
section 6 titled Termination.
|
Representations
of Corporation
|
4.
|
(a)
TSHO, upon entering this Agreement, hereby warrants and guarantees
to
EXCEL that all Statements, either written or oral, made by TSHO
to EXCEL
are true and accurate, and contain no misstatements of material
fact. TSHO
acknowledges that the information it delivers to EXCEL will be
used by the
EXCEL in preparing materials regarding TSHO’s business, including but not
necessarily limited to, its financial condition, for dissemination
to the
public. Therefore, in accordance with Paragraph 5, below, TSHO
shall hold
harmless EXCEL from any and all errors, omissions, misstatements,
negligent or intentional misrepresentations, in connection with
all
information furnished by TSHO to EXCEL, in accordance with and
pursuant to
the terms and conditions of this Agreement for whatever purpose
or
purposes EXCEL sees fit to use said information. TSHO further represents
and warrants that as to all matters set forth within this Agreement
and
involving the corporate business affairs and the sale of securities,
TSHO
has had independent legal counsel and will continue to maintain
independent legal counsel to advise TSHO, of all matters concerning,
but
not necessarily limited to, corporate law, corporate relations,
investor
relations, all manners concerning and in connection with TSHO’s,
activities regarding the Securities Acts of 1933 and 1934, and
Province
Blue Sky or Securities laws. EXCEL, has no responsibility to obtain
or
render legal advice in connection with the sale of securities.
All legal,
regulatory or licensing matters as related to the corporate sale
of
securities are the responsibility of TSHO, and its
counsel.
|
Limited
Liability
|
5.
|
With
regard to the services to be performed by EXCEL, pursuant to the
terms of
this Agreement, EXCEL shall not be liable to TSHO, or to anyone
who may
claim any right due to any relationship with TSHO or any acts or
omissions
in the performance of services on the part of EXCEL, or on the
part of the
agents or employees of EXCEL, except when said acts or omissions
of EXCEL
are due to its willful misconduct or culpable
negligence.
|
Termination
|
6.
|
Either
party may terminate this Agreement at any time after three (3)
months
written notice thereof.
|
In
the
event that this contract is terminated by either party, the Termination does
not
relieve TSHO of the obligation to pay amounts due and owing to EXCEL accrued
up
to the effective date of termination, nor prejudice any cause of action or
claim
of either party accrued, or to accrue, on account of the breach or default
of
the other party.
Notices
|
7.
|
All
notices to be sent pursuant to the terms and conditions of this
Agreement,
or other documents under this agreement shall be in writing and
delivered
personally, or by certified mail, return receipt requested, postage
pre-paid, addressed to either TSHO or EXCEL at the address set
forth as
follow or at such other address as may be provided to the notifying
party:
|
As
to EXCEL: XXXXX,
0000 0000 Xxxxxxx Xx., Xxxxxxxxx, XX X0X 0X0
As
to
TSHO: TSHO,
Xxx
000,0000 X. 00xx
Xxx.,
Xxxxxxxxx, XX, Xxxxxx
Trade
Secrets
|
8.
|
TSHO,
acknowledges and agrees that any confidential information is proprietary
to and a valuable trade secret of EXCEL and that any disclosure
or
unauthorized use thereof will cause irreparable harm and loss to
EXCEL.
The parties hereto agree that all such information conveyed to
TSHO,
regarding the operations and services of EXCEL constitutes a trade
secret
as defined by British Columbia Province. 688.002(4) and shall be
afforded
the protections provided by British Columbia’s Uniform trade Secrets Act
or any other applicable laws.
|
Attorneys’
Fees
|
9.
|
In
the event any litigation or controversy, including arbitration,
arises out
of or in connection with this Agreement between the parties hereto,
the
prevailing party in such litigation, arbitration or controversy,
shall be
entitled to recover from the other party or parties, all reasonable
attorneys’ fees, expenses and suit costs, including those associated
within the appellate or post judgment collection
proceedings.
|
Governing
Law
|
10.
|
This
Agreement shall be construed under and in accordance with the laws
of
the
|
Province
of British Columbia, and all obligations of the parties created under it
are
performed in Vancouver, British Columbia. In any controversy arising out
of this
Agreement, venue for said proceeding shall be in Vancouver, British
Columbia.
Parties
Bound
|
11.
|
This
Agreement shall be binding on and inure to the benefit of the contracting
parties and their respective heirs, executors, administrations,
legal
representatives, successors, and assigns when permitted by this
Agreement.
|
Legal
Construction
|
12.
|
In
case of any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable
in
any respect, the invalidity, illegality, or unenforceability shall
not
affect any other provision, and this Agreement shall be construed
as if
the invalid, illegal, or unenforceable provision had never been
contained
in it.
|
Prior
Agreements Superseded
|
13.
|
This
Agreement constitutes the sole and only Agreement of the contracting
parties and supersedes any prior understandings or written or oral
agreements between the respective parties. Further, this Agreement
may
only be modified or changed by written agreement signed by all
parties
hereto.
|
Multiple
Copies or Counterparts of Agreement
|
14.
|
The
original and one or more copies of this Agreement may be executed
by one
or more of the parties hereto. In such event, all of such executed
copies
shall have the same force and effect as the executed original,
and all of
such counterparts taken together shall have the effect of a fully
executed
original. Further, this Agreement may be signed by the parties
and copies
hereof delivered to each party by way of facsimile transmission,
and such
facsimile copies shall be deemed original copies for all purposes
if
original copies of the parties’signatures are not
delivered.
|
Headings
|
15.
|
Headings
used throughout this Agreement are for reference and
convenience,
|
and
in no
way define, limit or describe the scope or intent of this Agreement or effect
its provisions.
IN
WITNESS WHEREOF, the parties have set their hands and seal as of the date
written
below.
|
Consultant:
Excel
Relations
|
CLIENT:
Tradeshow
Marketing Company Ltd.
|
||
| /s/ Xxxx Xxxx | /s/ Xxxxx Xxxx | ||
|
Xxxx Xxxx |
Xxxxx Xxxx |
||
| Title: President | Title: President & Chairman | ||
| Date: May 12, 2005 | Date: May 12, 2005 |
