EXHIBIT
10.3
CONSULTANT AGREEMENT
This Consultant Agreement (the
"Agreement") is made and entered into effective as of the 01st day
of February, 2007 (the "Effective Date"), between MOBILEMAIL
(US) INC , a Nevada corporation, (the "Company") and
Tracebit Holding Oy represented by Peter Åhman (the
“Consultant”).
WHEREAS:
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.
DEFINITIONS
1.1
The following terms used in this Agreement shall have the meaning
specified below unless the context clearly indicates the
contrary:
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(a)
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"Consultant Fee"
shall mean the consultant fee
payable to the Consultant at the rate set forth in Section
5.1;
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(b)
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"Board"
shall mean the Board of Directors of
the Company;
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(c)
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"Term" shall mean the term of this Agreement beginning
on the Effective Date and ending on the close of business on the
effective date of the termination of this Agreement.
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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 01 st 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"):
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(a)
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President, Chief Executive
Officer, Secretary, Treasurer and Chief Financial
Officer
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(b)
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reporting to the Board of
Directors of Company;
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(c)
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performing such other duties and
observing such instructions as may be reasonably assigned from time
to time by the Board of Directors of the Company, provided such
duties are within the scope of the Company’s business and
services to be provided by the Consultant.
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4.2
The Consultant shall devote approximately 50% of his or her
business 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:
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(a)
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comply with all applicable
federal, state, local and foreign statutes, laws and
regulations;
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(b)
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not make any misrepresentation or
omit to state any material fact that will result in a
misrepresentation regarding the business of the Company;
and
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(c)
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not disclose, release or publish
any information regarding the Company without the prior written
consent of the Company.
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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:
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(a)
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services in connection with the
offer or sale of securities in a capital-raising
transaction;
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(b)
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services that directly or
indirectly promote or maintain a market for the securities of the
Corporation including without limitation the dissemination of
information that reasonably may be expected to sustain or raise or
otherwise influence the price of the securities;
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(c)
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services providing investor
relations or shareholder communications;
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(d)
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consultation in connection with
financing that involves any issuance of the Company’s
securities, whether equity or debt.
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5.
CONSULTANT FEE
5.1
During the term of this Agreement and in consideration for the
provision of the Consulting Services, the Company will:
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(a)
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pay the Consultant a consultant
fee equal EUR 100 per hour (the "Consultant Fee"); and
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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.
TERMINATION
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”):
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(a)
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the Consultant’s commission
of an act of fraud, theft or embezzlement or other similar willful
misconduct;
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(b)
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the neglect or breach by the
Consultant of his or her material obligations or agreements under
this Agreement; or
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(c)
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the Consultant’s refusal to
follow lawful directives of the Board,
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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.
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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 organizat
