Exhibit 4b
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of
October 23, 2002, between TerenceNet, Inc., a Nevada corporation
(the "Company"), and Xxxxx Xxx ("Consultant"), an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide such
services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as
an independent contractor and not as an employee, to render
consulting services to the Company as hereinafter provided and
Consultant hereby accepts such engagement for a period commencing
on October 23, 2002 and ending on the October 23, 2005. Consultant
agrees that Consultant will not have any authority to bind or act
on behalf of the Company. Consultant shall at all times be an
independent contractor hereunder, rather than an agent,
coventurer, employee or representative of the Company. The Company
hereby acknowledges and agrees that Consultant may engage directly
or indirectly in other businesses and ventures and shall not be
required to perform any services under this Agreement when, or for
such periods in which, the rendering of such services shall unduly
interfere with such other businesses and ventures, providing that
such undertakings do not completely preempt Consultant's
availability during the term of this Agreement. Neither Consultant
nor his employees will be considered by reason of the provisions
of this Agreement or otherwise as being an employee of the Company
or as being entitled to participate in any health insurance,
medical, pension, bonus or similar employee benefit plans
sponsored by the Company for its employees. Consultant shall
report all earnings under this Agreement in the manner appropriate
to its status as an independent contractor and shall file all
necessary reports and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this Agreement, the
Company hereby engages the Consultant, and Consultant hereby
accepts the engagement, to provide advice, analysis and
recommendations (the "Services") to the Company with respect to
the following:
A. Identifying prospective strategic partners and strategic
alliances;
B. Strategy and negotiations with potential strategic business
partners as expressed by Client;
C. Business development;
D. Services expressly prohibited by the Client under the terms of
this Agreement include:
. Reorganizations, mergers, divestitures, and due
diligence studies;
. Capital sources and the formation of financial
transactions;
. Banking methods and systems;
. Guidance and assistance in available alternatives to
maximize shareholder value;
. Periodic preparation and distribution of research
reports and information to the broker/dealer and
investment banking community;
. Press Release preparation and distribution.
During the term of this Agreement, Consultant shall render such
consulting services as the Company from time to time reasonably
requests, which services shall include but not be limited to those
rendered by Consultant to Company prior to the date hereof;
provided that:
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall not be called upon to devote more than 10
hours in any week in performing such services and shall not be
required to perform any services hereunder while Consultant is on
vacation or suffering from an illness.
Duties of Company
1. Subject to the terms and conditions of this Agreement ,
Company shall take all actions necessary to obtain and maintain a
qualification for quotation or listing on the over the counter
bulletin board, including:
2. Timely filing of all required SEC reports, including all
required financial information
3. Compliance with all existing and any proposed or new
qualification or listing requirements on the over the counter
bulletin board, including but not limited to those proposed
requirements as set forth on Schedule A.
4. Company shall not enter into any binding commitments,
obligations or agreements without prior notice and opportunity to
review given to Consultant.
5. Company shall promptly furnish to Consultant upon request any
requested information, written or oral, concerning the business
and affairs of the Company.
6. Company shall not issue any additional shares of common stock
or options for or securities convertible into common stock, or
undertake any forward or reverse split of its common stock, or
undertake any other action requiring stockholder approval as set
forth in Schedule A, without the prior written approval of
Consultant, which shall not be unreasonably withheld upon Company
furnishing adequate and sufficient justification for such proposed
action.
7. Company shall promptly comply with all reasonable requests of
Consultant under this Agreement.
8. Notwithstanding the provisions of this agreement, any failure
of Company to fully and completely comply with all Company's
duties hereunder shall give Consultant the right to immediately
and without notice terminate this Agreement and retain all shares
issued to Consultant hereunder, which shall be deemed fully earned
by Consultant in the event of such termination. All of Company's
agreements, representations, warranties, duties and obligations
under this Agreement shall survive any such termination.
9. Time is of the essence for Company in this provision
concerning Company's Duties.
2. Compensation and Expenses. For the Services provided by the
Consultant for the first year of this agreement, the Company (i)
shall compensate the Consultant by delivering to the Consultant,
not later than October 23, 2002, one hundred thousand (100,000)
shares of the common stock of the Company ("Common Stock") that is
Freely Tradeable (as hereinafter defined) and an option
representing one hundred thousand (100,000) shares of the common
stock exercisable at the Fair Market Value as of the date of this
agreement of the Company ("Common Stock") that is Freely Tradeable
(as hereinafter defined). For the Services provided by the
Consultant during the second year of this agreement, the Company
shall compensate the Consultant by delivering to the Consultant,
not later than October 23, 2003, one hundred thousand (100,000)
shares of the common stock of the Company ("Common Stock") that is
Freely Tradeable (as hereinafter defined) and an option
representing one hundred thousand (100,000) shares of the common
stock exercisable at the Fair Market Value as of the date of the
option grant of the Company stock ("Common Stock") that is Freely
Tradeable (as hereinafter defined). For the Services provided by
the Consultant during the third year of this agreement, the
Company shall compensate the Consultant by delivering to the
Consultant, not later than October 23, 2004, one hundred thousand
(100,000) shares of the common stock of the Company ("Common
Stock") that is Freely Tradeable (as hereinafter defined) and an
option representing one hundred thousand (100,000) shares of the
common stock exercisable at the Fair Market Value as of the date
of the grant of the Company ("Common Stock") that is Freely
Tradeable (as hereinafter defined). "Freely Tradeable" means
shares that may be sold at any time by the Consultant free of any
contractual or other restriction on transfer and which have been
appropriately listed or registered for such sale on all securities
markets on any shares of the Common Stock are currently so listed
or registered; and (ii) the Company shall be responsible for the
payment of the reasonable out-of-pocket costs and expenses of
Consultant incurred prior to, or on or after the date of this
Agreement, in connection with its engagement under this Agreement,
including, but not limited to, reasonable fees and disbursements
of counsel for Consultant, travel and related expenses, document
production and computer database charges. The Company shall
reimburse Consultant for such costs and expenses as they are
incurred, promptly after receipt of a request for reimbursement
from Consultant.
3. Successors and Assigns. This Agreement is binding upon and
inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform the
Services be delegated or transferred by Consultant without the
prior written consent of the Company.
4. Term. This Agreement shall commence on the date hereof and,
unless sooner terminated in accordance with the provisions of
Section 6 hereof, shall expire on October 23, 2005. However, the
Agreement may be extended by mutual written consent.
5. Termination. Either the Company or Consultant may terminate
this Agreement for material breach upon at least thirty (30) days
prior written notice specifying the nature of the breach, if such
breach has not been substantially cured within the thirty (30) day
period.
6. Independent Contractor Relationship. Consultant and the Company
are independent contractors and nothing contained in this
Agreement shall be construed to place them in the relationship of
partners, principal and agent, employer/employee or joint
ventures. Neither party shall have the power or right to bind or
obligate the other party, nor shall it hold itself out as having
such authority.
7. Indemnification. Company shall indemnify and hold harmless the
Consultant from and against any and all losses, damages,
liabilities, reasonable attorney's fees, court costs and expenses
resulting or arising from any third-party claims, actions,
proceedings, investigations, or litigation relating to or arising
from or in connection with this Agreement, or any act or omission
by Company.
8. Notice. For the purpose of this Agreement, notices and all
other communications provided for herein shall be in writing and
shall be deemed to have been duly given (i) when delivered, if
personally delivered, (ii) when sent by facsimile transmission,
when receipt therefor has been duly received, or (iii) when mailed
by United States registered mail, return receipt requested,
postage prepaid, or by recognized overnight courier, addressed set
forth in the preamble to this Agreement or to such other address
as any party may have furnished to the other in any writing in
accordance herewith, except that notices of change of address
shall be effective only upon receipt.
9. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by authorized officers of each
party. No waiver by either party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the internal
laws of the State of Nevada. Any controversy arising under or in
relation to this Agreement shall be settled by binding arbitration
in Las Vegas, Nevada in accordance with the laws of the State of
Nevada and the rules of the American Arbitration Association.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
11. Severability. If in any jurisdiction, any provision of this
Agreement or its application to any party or circumstance is
restricted, prohibited or unenforceable, such provision shall, as
to such jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability, without invalidating
the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or
its application to other parties or circumstances. In addition, if
any one or more of the provisions contained in this Agreement
shall for any reason in any jurisdiction be held to be excessively
broad as to time, duration, geographical scope, activity or
subject, it shall be construed, by limiting and reduction it, so
as to be enforceable to the extent compatible with the applicable
law of such jurisdiction as it shall then appear.
IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Company and Consultant as of the date first written above.
Signature of Contractor
Name: Xxxxx Xxx
Address: 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, 00000
Signature: _______________________________
Signature of Company
Name: TerenceNet, Inc.
Address: 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, 00000
Signature: _______________________________
