EXHIBIT 99.1
CONSULTING AGREEMENT
THIS AGREEMENT is entered into this 7th day of April 2004 by and between Xxxxxx
X. Xxxxx whose address is X X Xxx 0000, Xxxxxx Xxxxx, XX 00000 hereinafter
"Coder" and Instapay Systems, Inc., whose address is 98 Shoreline, Xxxxxxx, XX
00000, hereinafter "Client" under the following terms and conditions:
Consultant has expressed a desire to enter into this agreement with CLIENT in
order to provide certain services to CLIENT. This Agreement is intended to
define said services to be provided and the responsibilities of the parties to
this agreement.
Section 1.
(a) Consultant agrees to function in the capacity of Advisor and Consultant to
Client.
(b) Consultant agrees to provide a variety of services to Client including but
not limited to oversee and consult regarding the business contracts and
agreements presently being negotiated now and in the future for the
further development of Client's business plan and implementation of same,
including, but not limited to, assistance with the corporate development
of Client's company and provide introductions of potential strategic
partners, banking and financial institutions and individuals who can use
the systems developed by Client as well as promote the completion of
Client's project(s) and any and all reasonable business contacts needed to
help Client promote and sell his goods and services.
(c) Consultant shall receive from Client a retainer of $10,000 upon the
execution of this Agreement. This fee entitles Client to 75 hours of
Consultant's time. All payments under this agreement shall be done via
Bank wire transfer into Coder's corporate Account at Xxxxx Fargo Bank, 000
Xxxxx Xxxx., Xxxxxx Xxxxx, XX 00000 payable to NUTSPORTS, INC. ROUTING
NUMBER 000000000, ACCOUNT NUMBER 0468157417.
(d) It is understood and agreed by the parties to this agreement that this
agreement shall be in full force and effect immediately upon execution and
shall continue until Client has used the 75 hours of services as mentioned
above.
(e) Client will pay all preapproved travel and related expenses incurred
during the course of this Agreement.
(f) This contract is a best efforts agreement and Client agrees to cooperate
with Consultant to the extent necessary for Consultant to perform the
services outlined herein, including providing Consultant with necessary
information, including internal documents and background reports to
Client's business, plans and strategies.
(g) Consultant recognizes and acknowledges that the business of Client is
highly competitive and that, by reason of its engagement, Consultant may
have access to confidential and proprietary information regarding Client,
including information provided pursuant to section f. Consultant hereby
agrees not to disclose or intentionally use for the benefit of anyone
other than Client any such confidential or proprietary information.
It is understood that upon the completion of the first phase of Consultants
business relationship with Client that a further, mutually agreed upon contracts
will be entered into outlining the further relationship between the parties and
the compensation to be paid for such services.
It is further understood by the parties to this agreement that this is the
entire agreement and that any changes to said agreement must be made in writing
and agreed to by each of the parties of this agreement.
CLIENT /s/ INSTAPAY CONSULTANT
By: /s/ illegible By: /s/ Xxxxxx X. Xxxxx
Date 4/7/4 Date 4/7/4
