CONSULTANT AGREEMENT
This
Agreement is made and entered into as of the 6th day of
September, 2007 between VoIP, Inc. (the “Company”)
and CEOcast, Inc. (the “Consultant”)
In
consideration of and for the mutual promises and covenants
contained herein, and for other good and valuable
consideration, the receipt of which is hereby acknowledged,
the parties agree as follows:
| 1. |
Purpose .
The Company hereby employs the Consultant during the Term (as
defined below) to render Investor Relations services to the
Company, upon the terms and conditions as set forth
herein.
|
| 2. |
Term .
This Agreement shall be effective for a twelve-month period (the
“Term”) commencing on the date hereof.
|
| 3. |
Duties of Consultant .
During the term of this Agreement, the Consultant shall provide to
the Company those services outlined in Exhibit A. Notwithstanding
the foregoing, it is understood and acknowledged by the parties
that the Consultant: (a) shall perform its analysis and reach its
conclusions about the Company independently, and that the Company
shall have no involvement therein; and (b) shall not render advice
and/or services to the Company in any manner, directly or
indirectly, that is in connection with the offer or sale of
securities in a capital raising transaction or that could result in
market making.
|
| 4. |
Expenses .
The Company, upon receipt of appropriate supporting documentation,
shall reimburse the Consultant for any and all reasonable
out-of-pocket expenses incurred by it in connection with services
requested by the Company, including, but not limited to, all
charges for travel, printing costs and other expenses spent on the
Company’s behalf. The Company shall immediately pay such
expenses upon the presentation of invoices. Consultant shall not
incur more than $500 in expenses without the express consent of the
Company.
|
| 5. |
Compensation. For
services to be rendered by the Consultant hereunder, the Consultant
shall receive from the Company upon the signing of the Agreement:
(a) $10,000 (the “Retainer), which shall represent the first
and last month’s payment under the Agreement and (b) 400,000
shares of the Company’s fully-paid, non-assessable common
stock. In addition, the Company shall pay Consultant $10,000 on or
before the 6th day of each month during the term of the Agreement.
Company shall also pay Consultant Expenses as outlined in Section 4
promptly. Company shall grant Consultant “piggyback”
registration rights, which shall entitle Consultant to register its
shares in connection with the Company’s next registration of
securities, at Company’s expense. Company shall also provide
Consultant an opinion allowing Consultant to sell its shares under
Rule 144.
|
|
6. |
Further Agreements .
Because of the nature of the services being provided by Consultant
hereunder, Consultant acknowledges that if it may receive access to
Confidential Information (as defined in Section 6 hereof) and that,
as a consultant to the Company, it will attempt to provide advice
that serves the best interest of the Company. Because of the
uniqueness of this relationship, the Consultant covenants and
agrees that, with respect to the Common Stock that it receives.
Consultant shall, at all times that it is the beneficial owner of
such shares, vote such shares on all matters coming before it as a
stockholder of the Company in the same manner as the majority of
the Board of Directors of the Company shall recommend.
|
|
7. |
Confidentiality .
Consultant acknowledges that as a consequence of its relationship
with the Company, it may be given access to confidential
information which may include the following types of information;
financial statements and related financial information with respect
to the Company and its subsidiaries (the “Confidential
Financial Information”), trade secrets, products, product
development, product packaging, future marketing materials,
business plans, certain methods of operations, procedures,
improvements, systems, customer lists, supplier lists and
specifications, and other private and confidential materials
concerning the Company’s business (collectively,
“Confidential Information”).
|
Consultant
covenants and agrees to hold such Confidential Information
strictly confidential and shall only use such information
solely to perform its duties under this Agreement, and
Consultant shall refrain from allowing such
informatio
|
