EXHIBIT 10.10
2007 Consultant Stock Compensation Agreement
with
L. Xxxxxxx Xxxxxxxx
CONSULTING & ADVISORY AGREEMENT
THIS AGREEMENT (the "agreement") is entered into as of 28th November
2007 by and between Electronic Game Card Inc (the "Company") and Mr. L. Xxxxxxx
Xxxxxxxx (the "Consultant").
WHEREAS, the Company and Consultant mutually desire continued
engagement by Company of Consultant to provide legal services and advice to the
Company, as and when requested;
NOW THEREFORE, in consideration of the recitals, promises and
conditions in this Agreement, the Company and the Consultant agree as follows:
1. Consulting, Advisory and Legal Services
Company hereby retains Consultant to render legal advice, consulting
and legal services to the Company as and when requested by the Company.
2. Term
The term of this Agreement shall be indefinite, subject to termination
by either party for any reason, after shares issued to Consultant have been
issued and registered.
3. Compensation.
The Company shall continue to pay Consultant, Consultant's customary
hourly fees, expenses and costs. In addition, Company shall issue Forty Thousand
(40,000) shares of its common stock to Consultant for an aggregate value of
approximately Twenty Six Thousand Four Hundred Dollars ($26,400) as of the date
hereof, based upon the average price of Sixty Six cents ($0.66) per share on
November 28, 2007.
4. Relationship of Parties
For the purposes of the internal revenue code, this Agreement shall not
constitute an employer-employee relationship. It is the intention of each party
that Consultant shall be an independent contractor and not an employee of the
Company. Consultant shall not have the authority to act as the agent of the
Company except when such authority is specifically delegated to Consultant by
the Company. Subject to the express provisions herein, the manner and means
utilized by Consultant are at the discretion of the Consultant. All compensation
paid to Consultant hereunder shall constitute earnings to Consultant from
self-employment income.
5. Confidentiality
As a condition to the Consultant furnishing information and advice
under this Agreement, the Company agrees to treat with the strictest confidence
all such information ("Confidential Information") which is furnished to the
Company, its directors, officers, employees, attorneys, accountants, advisors,
agents and/or other representatives (collectively, "Representatives") by or on
behalf of the Consultant or any companies or individuals related to the
Consultant. As used herein, the term "Confidential Information" shall also
include all analysis, compilations, software or other materials containing or
generated from, in whole or in part, information furnished to the Company by or
on behalf of the Undersigned, except that information which is public knowledge.
The Consultant also undertakes that any Confidential Information about the
Company, its products or operations of which the Consultant becomes aware during
the consultancy will be kept confidential and will not, except as hereinafter
provided or as required by applicable law, be disclosed by the Consultant or its
Representatives to any person without The Company's prior written consent. At
the end of the term the Consultant will promptly return to the Company all
documents and Confidential Information, including all copies, reproductions,
specifications, summaries, in the possession or control of the Consultant or any
of its Representatives. Notwithstanding the return of any Confidential
Information, the Consultant will continue to be bound by its obligation of
confidentiality and other obligations hereunder.
6. Notices
Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be property given when personally served
in writing or when deposited in the United States mail, postage prepaid,
addressed to the other party at the address appearing at the end of this
Agreement. Either party may change its address by written notice made in
accordance with this section.
7. Benefit of Agreement
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrator,
executors, successors, subsidiaries and affiliates.
8. Counterparts
This Agreement may be executed in any number of counterparts, including
counterparts transmitted by telecopier or FAX, any one of which shall constitute
an original of this Agreement. When counterparts of facsimile copies have been
executed by all parties, they shall have the same effect as if the signature to
each counterpart or copy where upon the document and copies of such signature
may be transferred to a single document upon the request of any party.
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9. Assignment
This Agreement may not be assigned by the Consultant without the prior
written consent of the Company.
11. Entire Agreement; Modifications
This Agreement constitutes the entire agreement between the Company and
the Consultant. No promises, guarantees, inducements or agreements, oral or
written, expressed or implied, have been made other than as contained in this
Agreement. This Agreement can only be modified or changed in writing signed by
both parties.
12. Applicable Law
This Agreement and any dispute, proceedings or claim of whatever nature
arising out of, or in conjunction with this Agreement shall be governed by and
construed according to the Laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have hereby executed this
Agreement the day and year first above written.
Electronic Game Card Inc L. Xxxxxxx Xxxxxxxx
By: /s/ Xxxxxx X Xxxxx By: /s/ L. Xxxxxxx Xxxxxxxx
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