CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made by and between Xxxxxxx
Xxxxx, individually ("Consultant") and Information Architects Corporation
("Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require business services
relating to management, strategic planning and marketing for the Company; and
WHEREAS, Consultant shall provide Company with strategic planning and marketing
consulting services and is desirous of performing such services for the Company;
and
WHEREAS, the Company wishes to induce Consultant to provide these consulting
services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is agreed as follows:
1. APPOINTMENT
The Company hereby engages Consultant and Consultant agrees to render various
business services to the Company upon the terms and conditions hereinafter set
forth.
2. TERM
The term of this Agreement began May 12, 2003 and shall terminate December 31,
2003.
3. SERVICES
During the term of this Agreement, Consultant shall provide advice to, undertake
for and consult with the Company concerning management, marketing, consulting,
strategic planning, corporate organization and structure, and sales matters in
connection with the operations of the business of the Company.
The parties hereby confirm and acknowledge that the services rendered by
Consultant hereunder: (a) consist and will consist of bona fide services
rendered and to be rendered to Company, (b) are not and will not be in
connection with the offer or sale of securities in capital raising or merger
transactions, and (c) do not and will not promote or maintain a market for the
securities of Company.
4. DUTIES OF THE COMPANY
The Company shall provide Consultant and its counsel, on a regular and timely
basis, with all data and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant and its counsel, and shall advise Consultant of any facts which would
affect the accuracy of any data and information previously supplied pursuant to
this paragraph. The Company shall promptly supply Consultant and its counsel
with full and complete copies of all brochures or other sales materials relating
to its products and services and such other information as the request.
5. COMPENSATION
The Company shall issue to Consultant 2,000,000 shares of its common stock for
the services. This compensation in its entirety is deemed fully earned upon
commencement of services under of this agreement, is not contingent and is
non-refundable.
6. REPRESENTATION AND INDEMNIFICATION
The Company shall be deemed to have been made a continuing representation of the
accuracy of any and all facts, material information and data which it supplies
to Consultant and its counsel and acknowledges its awareness that Consultant and
its counsel will rely on such continuing functions. Consultant and its counsel
in the absence of notice in writing from the Company will rely on the continuing
accuracy of material, information and data supplied by the Company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.
The Company agrees to indemnify, hold harmless and defend Consultant and its
counsel from any and all claims or demands of any kind relating to the Company's
breach of its agreements hereunder.
7. MISCELLANEOUS
Termination: This Agreement may be terminated by Consultant upon written notice
to the Company for a material breach of this contract which shall be effective
five (5) business days from the date of such notice. All compensation shall be
retained upon such termination.
Modification: This Agreement sets forth the entire understanding of the Parties
with respect to the subject matter hereof, and may be amended only in a writing
signed by both parties.
Notices: Any notices required or permitted to be given hereunder shall be in
writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number, as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other provision of this
Agreement. The failure of a Party to insist upon strict adherence to any term of
this Agreement on one or more occasions will not be considered a waiver or
deprive the other Party of the right thereafter to insist upon adherence to that
term of any other term or this Agreement.
Assignment: The Shares under this Agreement are assignable at the discretion of
the Consultant.
Severability: If any provision of this Agreement is invalid, illegal, or
unenforceable, the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of this
Agreement shall be submitted to arbitration under the rules of the American
Arbitration Association and the decision of the arbitrator(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Charlotte NC. The interpretation and the enforcement of this Agreement
shall be governed by Nevada law as applied to residents of Nevada relating to
contracts executed in and to be performed solely within Nevada In the event any
dispute is arbitrated, the prevailing Party (as determined by the arbitrator(s))
shall be entitled to recover that Party's reasonable attorney's fees incurred
(as determined by the arbitrator(s)).
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as follows:
Signature of Contractor
Name: Xxxxxxx Xxxxx
Signature: /s/ Xxxxxxx Xxxxx
Signature of Company:
Information Architects Corporation
Signature: /s/ Xxxxxxx X. Xxxxxxxxx
Title: CEO
