Exhibit 4.2
Corporate Consulting Service Agreement.
The following constitutes an agreement (the "Agreement") between Xxxx Xxxxxxx.
("Consultant"), 0000 Xxxx 0xx Xxx., Xxxxxxxxx, XX, Xxxxxx X0X 0X0 and MERIDIAN
CO., LTD., (hereinafter referred to as the "Client"):
CLIENT: Meridian Co., Ltd.
ADDRESS: 0X, Xxxxxxxxxx Xxxx., 000-0, Xxxxxxxxx-xxxx, Songpa-gu
CITY/STATE/ZIP: Seoul
CONTACT PERSON: Republic of Korea
TELEPHONE: 00-0-0000-0000
CONSULTANT hereby agrees to perform corporate consulting and advisory services
for the Client in conjunction with the development of corporate structure in US
upon the fully negotiated terms and conditions set forth herein. Both parties
agree that the terms and conditions of this agreement shall remain confidential
unless otherwise agreed to in writing. In consideration of mutual promises made
herein and for other good and valuable consideration, the sufficiency of which
are hereby acknowledged by CONSULTANT and Client, both parties agree as follows:
1. Duties of CONSULTANT: CONSULTANT will provide the services as outlined
below. (The services are subject to change with consent of the client should
CONSULTANT find a more effective strategy.) These services are:
(a) Management Consulting" provide the management consulting in order for the
Client to enhance as a public company in US:
- Developing organizational reviews, including business process reengineering,
best practices studies, job task analysis
- Developing and supervising management audits
- Providing organizational strategies
- Developing management techniques required to strengthen the overall
organization, policy analysis, program design and general management and
technical assistance
(b) "Press and Public Relations " - North American media programs:
- Press releases
- Media alerts
- Speeches and presentations
- Press kits
- Press conferences
- Distribution of press materials
- Scheduling broadcast and/or print interviews
- Media buying services
(c) "Consulting on Corporate Activities in US" - provide the Client the
regulatory and financial advices regarding the business in US.
- Business expansion in US
- Corporate regulatory in North America
- Business networking building
2. Optional Services:
(a) "Consulting on Corporate Activities in Europe" - provide the Client the
regulatory and financial advices regarding the business in Europe.
- Business expansion in Europe
- Corporate regulatory in Europe
- Business networking building
- Subsidiary building in Europe
3. Client to Provide Information: Client agrees to provide CONSULTANT with any
information and documents as may be requested by CONSULTANT in connection with
the services to be performed for Client. The Client shall be solely responsible
for the accuracy of the information and representations contained in any
documents to be prepared by CONSULTANT on behalf of Client.
4. Compensation: Client shall provide the minimum monthly retainer of $11,000
USD (or the equivalent amount of the Client's stocks at $0.16 USD per share)
invoiced in advance each month
(a) Client shall provide the minimum monthly retainer of $11,000 USD (or the
equivalent amount of the Client's stocks at $0.16 USD per share) invoiced in
advance each month
(b) Client shall provide $3,000 USD (or the equivalent amount of the Client's
stocks at $0.16 USD per share) for the Optional Service described in Section 2.
5. Indemnification: Client and CONSULTANT hereby agree to indemnify and hold
harmless each other, their partners, employees, agents, representatives,
assigns, and controlling persons (and other officers, directors, employees,
agents, representatives, assigns and controlling persons of each of them) from
any and all losses, claims, damages, liabilities, costs, and expenses (and all
other actions, suits, proceedings, or claims in respect thereof) and any legal
or other expenses in giving testimony or furnishing documents in response to a
subpoena or otherwise (including, without limitation, the cost of investigating,
preparing or defending any such action, suit, proceeding, or claim, whether or
not in connection with any action, suit, proceeding or claim for which they are
a party), as and when incurred, directly or indirectly, caused by, relating to,
based upon or arising out of the services pursuant to this agreement so long as
the other party has not committed intentional or willful misconduct, or shall
not have acted grossly negligent, in connection with the services which form the
basis of the claim for indemnification. The parties further agree that neither
party shall incur any liability on a count of this agreement or any acts or
omissions arising out of or relating to this agreement except for such parties
intentional or willful misconduct. This paragraph shall survive the expiration
or termination of this agreement.
Please Initial:_____________ Client also expressly indemnifies CONSULTANT for
ny future liabilities, either administrative, civil, or criminal related to the
improper use by Client or its assigns of any and all documentation that is
provided to Client by CONSULTANT pursuant to this Agreement.
Please Initial:_____________ Client hereby further agrees to indemnify
CONSULTANT against any action, suit, claim or proceeding, whether civil,
criminal or administrative, and against any fine, cost, levy, expense, judgment
or award arising therefrom (collectively a "Claim"), in which CONSULTANT may be
involved (whether as a witness or a party) as a result of any application or
document filed or processed by CONSULTANT, on the Client's behalf, which
contains any false or misleading statement or omission of material fact or
which, other than through gross negligence of CONSULTANT, violates any statute,
rule or order of any Federal, state or self-regulatory authority. Client agrees
that CONSULTANT shall have no responsibility to verify the accuracy or adequacy
of any statement, document, fact or information provided to CONSULTANT by Client
or Client's attorney, accountant, representative or agents.
6. Compliance with Laws: CONSULTANT and Client hereby agree to fully comply
with all applicable US Federal and State laws, criminal and civil, and
specifically any and all Federal and State securities laws. The client is solely
responsible for compliance with all applicable laws and regulations in
jurisdictions outside of the US (ie Korea and other jurisdictions where
securities are offered for sale).
7. Independent Contractor Status: CONSULTANT shall perform its services under
this contract as an independent contractor and not as an employee of Client or
an affiliate thereof. It is expressly understood and agreed to by the parties
hereto that CONSULTANT shall have no authority to act for, or represent or bind
Client or any affiliate thereof in any manner, except as provided for expressly
in this Agreement or in writing by Client.
8. Amendment and Modification: Subject to applicable law, this Agreement may
be amended, modified or supplemented only by a written agreement signed by both
parties. No oral modifications to this Agreement may be made.
9. Entire Agreement: This Agreement contains the entire understanding between
and among the parties and supersedes any prior understandings and agreements
among them respecting the subject matter of this Agreement. The failure by
CONSULTANT to insist on strict performance of any term or condition contained in
this Agreement shall not be construed by Client as a waiver, at any time, of any
rights, remedies or indemnifications, all of which shall remain in full force
and effect from time of execution through eternity.
10. Agreement Binding: This Agreement shall be binding upon the heirs,
executors, administrators, successors and permitted assigns of the parties
hereto. Client shall not assign its rights or delegate its duties under any
term or condition set forth in this Agreement without the prior written consent
of CONSULTANT.
11. Severability: If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable and this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
never comprised a part hereof; and the remaining provisions hereof shall remain
in full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom. Furthermore, in lieu of
such illegal, invalid and unenforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in nature in its
terms to such illegal, invalid or unenforceable provision as may be legal, valid
and enforceable.
12. Governing Law: This Agreement shall be governed by the laws of the
Province of British Columbia, and the venue for the resolution of any dispute
arising thereof shall be in Province of British Columbia.
IN WITNESS THEREOF, the parties above have caused this Agreement to be duly
executed, as of the day and year set out below.
MERIDIAN CO., LTD.
/S/Xxxxx Xxxxx Xxxxxx FEBRUARY 6TH 2004
By: ______________________________________________ _________________
Xxxxx Xxxxx Myeong, CEO/President Date
XXXX XXXXXXX
/S/ XXXX XXXXXXX FEBRUARY 6TH 2004
______________________________________________ _________________
XXXX XXXXXXX Date
