Exhibit 4.10
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), dated July 11, is
made by and between ▇▇▇▇▇ Agrypoulos, an individual ("Consultant"),
whose address is ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇,▇▇ ▇▇▇▇▇, and eConnect, a
Nevada corporation ("Client"), having its principal place of business
at 2500 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, Consultant has background experience, resources and contacts
East European countries; and will engage in the pursuit of a developing
the PERFECT industry in these countries for usage of eCashpad
transactions. Consultant, at his own expense, may engage other parties
in the securities industry or related fields to assist Consultant to
provide the most efficient and expeditious service to Client;
WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in his
areas of knowledge and expertise on the terms and subject to the
conditions set forth herein; WHEREAS, Client is a publicly held
corporation with its common stock shares trading on the Over the
Counter Bulletin Board under the ticker symbol "ECNC," and desires to
further develop its business of the Client and its image;
and WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in his
areas of knowledge and expertise on the terms and subject to the
conditions set forth herein.
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NOW, THEREFORE, in consideration for those services Consultant provides
to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for Client all necessary services required
to identify and develop PERFECT industry applications in East European
countries with specific focus on the usage of the eCashPad for ATM card
with PIN entry on line debit and smart card micro payments. Consultant
will further provide offers, by all parties, to Client to initiate
Client's development of the PERFECT industry. As such, Consultant will
be providing bona fide services to Client. The services to be provided
by Consultant will not be in connection with the offer or sale of
securities in a capital- raising transaction, and will not directly or
indirectly promote or maintain a market for Client's securities.
2. Consideration.
Client agrees to pay Consultant, as his fee and as
consideration for services provided five hundred thousand
(500,000) shares of S-8 free trading common stock in Client.
Shares are due and payable immediately upon the effectiveness
of the Form S-8 Registration Statement with the U.S.
Securities and Exchange Commission and with any appropriate
states securities administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature
may be disclosed to the other party, including, but not
limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales,
costs and other unpublished financial information, advertising
revenues, usage rates, advertising relationships, projections,
and marketing data ("Confidential Information"). Confidential
Information shall not include information that the receiving
party can demonstrate (a) is, as of the time of its
disclosure, or thereafter becomes part of the public domain
through a source other than the receiving party, (b) was known
to the receiving party as of the time of its disclosure, (c)
is independently developed by the receiving party, or (d) is
subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any
fees within fifteen (15) days after the applicable due date
shall be deemed a material breach of this Agreement,
justifying suspension of the performance of the "Services"
provided by Consultant, will be sufficient cause for immediate
termination of this Agreement by Consultant. Any such
suspension will in no way relieve Client
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from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated
with such collection, including, but not limited to, legal
costs, attorneys' fees, courts costs, and collection agency
fees.
5. Indemnification.
(a) Client. Client agrees to indemnify, defend, and shall hold
harmless Consultant and /or his agents, and to defend any
action brought against said parties with respect to any claim,
demand, cause of action, debt or liability, including
reasonable attorneys' fees to the extent that such action is
based upon a claim that: (i) is true, (ii) would constitute a
breach of any of Client's representations, warranties, or
agreements hereunder, or (iii) arises out of the negligence or
willful misconduct of Client, or any Client Content to be
provided by Client and does not violate any rights of third
parties, including, without limitation, rights of publicity,
privacy, patents, copyrights, trademarks, trade secrets,
and/or licenses.
(b) Consultant. Consultant agrees to indemnify, defend, and
shall hold harmless Client, its directors, employees and
agents, and defend any action brought against same with
respect to any claim, demand, cause of action, debt or
liability, including reasonable attorneys' fees, to the extent
that such an action arises out of the gross negligence or
willful misconduct of Consultant.
(c) Notice. In claiming any indemnification hereunder, the
indemnified party shall promptly provide the indemnifying
party with written notice of any claim, which the indemnified
party believes falls within the scope of the foregoing
paragraphs. The indemnified party may, at its expense, assist
in the defense if it so chooses, provided that the
indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive
damages even if Consultant has been advised of the possibility
of such damages. In any event, the liability of Consultant to
Client for any reason and upon any cause of action, regardless
of the form in which the legal or equitable action may be
brought, including, without limitation, any action in tort or
contract, shall not exceed ten percent (10%) of the fee paid
by Client to Consultant for the specific service provided that
is in question.
7. Termination and Renewal.
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(a) Term. This Agreement shall become effective on the date
appearing next to the signatures below and terminate one (1)
year thereafter. Unless otherwise agreed upon in writing by
Consultant and Client, this Agreement shall not automatically
be renewed beyond its Term.
(b) Termination. Either party may terminate this Agreement on
thirty (30) calendar days written notice, or if prior to such
action, the other party materially breaches any of its
representations, warranties or obligations under this
Agreement. Except as may be otherwise provided in this
Agreement, such breach by either party will result in the
other party being responsible to reimburse the non- defaulting
party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages
as may be allowed by law including all attorneys' fees and
costs of enforcing this Agreement.
(c) Termination and Payment. Upon any termination or
expiration of this Agreement, Client shall pay all unpaid and
outstanding fees through the effective date of termination or
expiration of this Agreement. And upon such termination,
Consultant shall provide and deliver to Client any and all
outstanding services due through the effective date of this
Agreement.
8. Miscellaneous.
(a) Independent Contractor. This Agreement establishes an
"independent contractor" relationship between Consultant and
Client.
(b) Rights Cumulative; Waivers. The rights of each of the
parties under this Agreement are cumulative. The rights of
each of the parties hereunder shall not be capable of being
waived or varied other than by an express waiver or variation
in writing. Any failure to exercise or any delay in exercising
any of such rights shall not operate as a waiver or variation
of that or any other such right. Any defective or partial
exercise of any of such rights shall not preclude any other or
further exercise of that or any other such right. No act or
course of conduct or negotiation on the part of any party
shall in any way preclude such party from exercising any such
right or constitute a suspension or any variation of any such
right.
(c) Benefit; Successors Bound. This Agreement and the terms,
covenants, conditions, provisions, obligations, undertakings,
rights, and benefits hereof, shall be binding upon, and shall
inure to the benefit of, the undersigned parties and their
heirs, executors, administrators, representatives, successors,
and permitted assigns.
(d) Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the subject
matter hereof. There are no promises, agreements, conditions,
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undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between
them with respect to this Agreement or the matters described
in this Agreement, except as set forth in this Agreement. Any
such negotiations, promises, or understandings shall not be
used to interpret or constitute this Agreement.
(e) Assignment. Neither this Agreement nor any other benefit
to accrue hereunder shall be assigned or transferred by either
party, either in whole or in part, without the written consent
of the other party, and any purported assignment in violation
hereof shall be void.
(f) Amendment. This Agreement may be amended only by an
instrument in writing executed by all the parties hereto.
(g) Severability. Each part of this Agreement is intended to
be severable. In the event that any provision of this
Agreement is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such
provision shall be severed or modified to the extent necessary
to render it enforceable and as so severed or modified, this
Agreement shall continue in full force and effect. ___
Additionally, until initial agreement with said consultant is
completed, twenty five thousand in cash, plus back house
payments, and seven hundred and fifty thousand shares of
consultant stock are paid in full, contract can not be changed
or severed for any reason.
(h) Section Headings. The Section headings in this Agreement
are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
(i) Construction. Unless the context otherwise requires, when
used herein, the singular shall be deemed to include the
plural, the plural shall be deemed to include each of the
singular, and pronouns of one or no gender shall be deemed to
include the equivalent pronoun of the other or no gender.
(j) Further Assurances. In addition to the instruments and
documents to be made, executed and delivered pursuant to this
Agreement, the parties hereto agree to make, execute and
deliver or cause to be made, executed and delivered, to the
requesting party such other instruments and to take such other
actions as the requesting party may reasonably require to
carry out the terms of this Agreement and the transactions
contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery
or by mail (either a. United States mail, postage prepaid, or
b. Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to
designate a different address by notice similarly given):
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To Client:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ eConnect
2500 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
To Consultant:
▇▇▇▇▇ Agrypoulos
▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇,▇▇ ▇▇▇▇▇
(l) Governing Law.
This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles. Each
of the parties consents to the exclusive jurisdiction of the
federal courts of the State of California in connection with
any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including
any objection based on forum non coveniens, to the bringing of
any such proceeding in such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary
power, consent and authority to execute and deliver this
Agreement on behalf of such party.
(n) Survival of Provisions.
The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.
(o) Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed
an original and all of which together shall constitute one and
the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein
on the date written above. eConnect
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇ Agrypoulos
▇▇▇▇▇ Agrypolous
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