This Consultant Agreement (the "Agreement") is made and entered into effective as of the 06th day of February, 2007 (the "Effective Date"), between MOBILEMAIL (US) INC , a Nevada corporation, (the "Company") and GARY FLINT (the “Consultant”).
A. The Company is engaged in the business of providing Mobile content and SMS messaging services
B. The Company desires to retain the Consultant to provide consultant services to the Company on the terms and subject to the conditions of this Agreement.
C. The Consultant has agreed to provide consultant services to the Company on the terms and subject to the conditions of this Agreement.
THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
1.1 The following terms used in this Agreement shall have the meaning specified below unless the context clearly indicates the contrary:
2. ENGAGEMENT AS A CONSULTANT
2.1 The Company hereby engages the Consultant as a consultant to provide the services of the Consultant in accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement.
3. TERM OF THIS AGREEMENT
3.1 The term of this Agreement shall become effective and begin as of the Effective Date, and shall continue until the close of business on 05 th February, 2008, unless this Agreement is earlier terminated in accordance with the terms of this Agreement.
4. CONSULTANT SERVICES
4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provided by the Consultant to the Company as consulting services (the "Consulting Services"):
4.2 The Consultant shall devote approximately 50% of his or her full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder.
4.3 In providing the Consulting Services, the Consultant will:
4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company.
4.5 The Consulting Services provided under this Agreement shall not include:
5. CONSULTANT FEE
5.1 During the term of this Agreement and in consideration for the provision of the Consulting Services, the Company will:
The Consultant Fee will be paid on the fifteenth day of the month following the month during which the Consulting Services have been provided by the Consultant.
6. STOCK OPTIONS
6.1 The Consultant may be granted, subject to the approval of the Company’s board of directors, stock options to purchase shares of the Company’s common stock in such amounts and at such times as the Board of Directors of the Company, in their absolute discretion, may from time to time determine. Such options will be in an amount and of a nature similar to those granted by the Company to other directors and senior officers of the Company, with adjustment for the merit and performance of the Consultant. All Stock Options will be subject to the terms and conditions of the Company’s Stock Option Plan, a copy of which has been delivered to the Consultant. The Consultant acknowledges and agrees that (i) the Consultant will only sell any shares issued by the Company on exercise of any Stock Options in accordance with all applicable securities laws, including the Securities Act of 1933; and (ii) the shares issued upon exercise of any Stock Options may be subject to restrictions on resale imposed by applicable securities law; and (iii) the Company may legend all stock certificates representing the shares issued upon exercise of any Stock Options with applicable resale restrictions, as reasonably advised by the Company’s legal counsel; (iv) the Consultant has received and reviewed a copy of the Stock Option Plan.
7. REIMBURSEMENT OF EXPENSES
7.1 The Company will pay to the Consultant, in addition to the Consultant Fee, the reasonable travel and promotional expenses and other specific expenses incurred by the Consultant in provision of the Consulting Services, provided the Consultant has obtained the prior written approval of the Company.
8.1 The Company may terminate this Agreement at any time upon the occurrence of any of the following events of default (each an “Event of Default”):
provided that notice of the Event of Default has been delivered to the Consultant and provided the Consultant has failed to remedy the default within thirty days of the date of delivery of notice of the Event of Default.
8.2 The Company may at its option terminate this Agreement in the absence of an Event of Default by delivering notice of termination to the Consultant and paying to the Consultant an amount equal to 30 hours of the Consultant Fee in a lump sum as full and final payment of all amount payable under this Agreement, including damages for wrongful termination.
8.3 The Consultant may terminate this Agreement at any time in the event of any breach of any material term of this Agreement by the Company, provided that written notice of default has been delivered to the Company and the Company has failed to remedy the default within thirty days of the date of delivery of notice of default.
8.4 On termination of this Agreement for any reason, all rights and obligations of each party that are expressly stated to survive termination or continue after termination will survive termination and continue in full force and effect as contemplated in this Agreement.
9. PROPRIETARY INFORMATION AND DEVELOPMENTS
9.1 The Consultant will not at any time, whether during or after the termination of this Agreement for any reason, reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which