EXHIBIT 1.1
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is made and entered into
this 1st day of December 2006.
BETWEEN:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, a businessman residing in Minnetonka, MN
(Hereinafter referred to as the "Consultant")
OF THE FIRST PART
AND
SUBJEX CORP. (SBJX.OB). a company incorporated pursuant to the laws of
Minnesota.
(Hereinafter referred to as the "Company")
RECITALS
A. The Company desires to be assured of the services of the Consultant in
order to avail itself of the Consultant's experience, skills, knowledge,
abilities and background in the fields of business development, marketing
and investment management. The Company is therefore willing to engage the
Consultant upon the terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Company upon the
terms and conditions set forth herein. The contract would be for a period
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of two years: December 1, 2006 through November 30, 2008 and during this
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time the consultant will:
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- Assist in the development and presentation of the Company's FMS
marketing seminars
- Develop and design the scope of the SubjexFMS performance audit per
GIPS standards
- Develop, design and deploy marketing strategies around the SubjexFMS
audit results
- Oversee the Company's registration as an investment advisor
o Complete the registration
o Submit the registration
o Assist the company in supporting its regulatory infrastructure as
a Registered Investment Adviser
- Develop, design and deploy marketing strategies around the Company's
registration as an investment adviser
- Oversee marketing efforts of SubjexFMS with respect to the consultants
who recommend money managers and money management systems
- Oversee marketing efforts of SubjexFMS with respect to institutional
money managers and portfolio managers
- Assist the Company's FMS product in attracting earned media
- Design and fund an advertising campaign for SubjexFMS using vehicles
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such as Investor's Business Daily and ▇▇▇▇▇▇'▇ to attract high net
worth and institutional subscribers.
- Provide general business and consulting advisory services throughout
the term of this agreement.
NOW THEREFORE, in consideration of the foregoing, of the mutual promises herein
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows: a
warrant to purchase 1,000,000 shares of common stock $0.075 per share for a
period of five years.
C. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. The services of Consultant
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hereunder shall not be exclusive, and Consultant and its agents may perform
similar or different services for other persons or entities whether or not
they are competitors of the Company. Consultant shall be required to expend
only such time as is necessary to service Company in a commercially
reasonable manner. Consultant acknowledges and agrees that confidential and
valuable information proprietary to Company and obtained during its
engagement by the Company, shall not be, directly or indirectly, disclosed
without the prior express written consent of the Company, unless and until
such information is otherwise known to the public generally or is not
otherwise secret and confidential. All such confidential information
provided to Consultant by Company shall be clearly and conspicuously marked
with the word "Confidential." Consultant may disclose Company's
confidential information pursuant to applicable law or regulations or by
operation of law, provided that the Consultant may disclose only such
information as is legally required.
D. INDEPENDENT CONTRACTOR. In its performance hereunder, Consultant and its
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agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to its own means and methods of work,
shall be in the exclusive charge and control of Consultant and which shall
not be subject to the control or supervision of Company, except as to the
results of the work and as otherwise requested. Company acknowledges that
nothing in this Agreement shall be construed to require Consultant to
provide services to Company at any specific time, or in any specific place
or manner, unless otherwise mutually agreed. Payments to consultant
hereunder shall not be subject to withholding taxes or other employment
taxes as required with respect to compensation paid to an employee.
E. LAW, FORUM AND JURISDICTION. This Agreement shall be construed and
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interpreted in accordance with the laws of the State of Minnesota. The
parties agree that any dispute arising under or with respect to or in
connection with this Agreement, whether during the term of this Agreement
or at any subsequent time, shall be resolved fully and exclusively by
binding arbitration in accordance with the commercial rules then in force
of the State of Minnesota.
F. ATTORNEY'S FEES. In the event that any party institutes any action to
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enforce this Agreement or to secure relief from any default hereunder or
breach hereof, the prevailing party shall be entitled to reimbursement from
the non-prevailing party for all costs, including reasonable attorney's
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.
G. MISCELLANEOUS. No waiver of any of the provisions of this Agreement shall
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be deemed or shall constitute a waiver of any other provision and no waiver
shall constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver. No supplement,
modification, or amendment of this Agreement shall be binding unless
executed in writing by all parties. This Agreement constitutes the entire
agreement between the parties and supersedes any prior agreements or
negotiations.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement the day and year first above written.
CONSULTANT:
/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇/conformed
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
COMPANY:
SUBJEX CORP.
By: ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
Its: CEO
