CONSULTANT AGREEMENT
This Consultant Agreement (the "Agreement") is
made and entered into effective as of the 31
st March 2008 (the "Effective Date"),
between MOBIVENTURES INC , a Nevada corporation, (the
"Company") and Ian Downie (the
“Consultant”).
WHEREAS:
A.
The Company is engaged in the business of providing multi-media
mobile content and messaging services
B.
The Company desires to retain the Consultant to provide consultant
services from time to time 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:
| |
(a) |
"Consultant Fee" shall mean the
consultant fee payable to the Consultant at the rate set forth in
Section 5.1;
|
| |
|
|
| |
(b) |
"Board" shall mean the Board of Directors
of the Company;
|
| |
|
|
| |
(c) |
"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.
|
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 for 12 months, unless this
Agreement is earlier terminated in accordance with the terms of
this Agreement. This agreement can be extended upon the mutual
understanding of both parties.
4.
CONSULTANT SERVICES
4.1 The
Consultant agrees to perform the following services and undertake
the following responsibilities and duties for the Company as
consulting services (the "Consulting Services"):
2
| |
(a) |
providing services related
to M&A, especially the identification and approach of known
value adding and synergistic acquisition targets
|
| |
|
|
| |
(b) |
reporting to the Board of
Directors of Company;
|
4.2 In
providing the Consulting Services, the Consultant will:
| |
(a) |
comply with all applicable federal, state, local
and foreign statutes, laws and regulations;
|
| |
|
|
| |
(b) |
not make any misrepresentation or omit to state
any material fact that will result in a misrepresentation regarding
the business of the Company; and
|
| |
|
|
| |
(c) |
not disclose, release or publish any information
regarding the Company without the prior written consent of the
Company.
|
4.3 The
Consultant will at all times be an independent contractor and the
Consultant will not be deemed to be an employee of the Company and
the Consultant agrees to make all necessary tax and insurance
remittances necessary to be made as a consultant to the
Company.
5.
CONSULTANT FEE
5.1
During the term of this Agreement and in consideration for the
provision of the Consulting Services, the Company will:
| |
(a) |
pay the Consultant a onetime Consultant Fee
consisting of stock to the value of £40,000 upon signing of
this agreement. The stock price shall be taken as the five days
average stock price prior to the Effective Date.
|
| |
|
|
| |
(b) |
pay the Consultant a success fee of 2.5%, to be
paid 50% cash and 50% equity, of the acquisition value of any
target company acquired by The Company, or any strategic
investments into companies, through the efforts of the Consultant
which efforts will include the identification and subsequent
introduction of the target company by the Consultant to The Company
(the “Consultant Success Fee”). Such fee is calculated
based on the total valuation of the acquired company at the
execution date of the acquisition excluding any valuations
attributable to future earn out valuations. The consultant fee will
be paid immediately upon the closing of each and every cash and
stock payment instalment of the acquisition. The equity portion of
the fee will be paid in shares of the Company’s common stock
determined by the amount of the fee divided by the average closing
price of the Company’s common stock for the ten trading days
prior to the completion of the acquisition.
|
| |
|
|
| |
(c) |
grant to the Consultant a total of 300,000 stock
warrants of the shares in the Company’s common stock on the
issue dates set forth below, with an exercise price equal to US$
0.05 per share, which warrants will be exercisable for a term of 5
years. The full terms of the warrants are contained in a separate
agreement (“Warrant Certificate Agreement”). No
warrants may be exercised unless such warrants have vested in
accordance with the terms of the Warrant Certificate Agreement.
Notwithstanding the five year term of the warrants, all warrants
will expire and cease to be exercisable on the date that is one
year following the date of termination of this Agreement for any
reason
|
3
| Number of Warrants |
Issue Date |
| |
|
| 300,000 |
on the Effective
Date |
6.
REIMBURSEMENT OF EXPENSES
6.1 The
Company will pay to the Consultant, in addition to the Consultant
Fee, reasonable pre-approved travel and phone expenses.
7.
TERMINATION
7.1 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”):
| |
(a) |
the Consultant’s commission of an act of
fraud, theft or embezzlement or other similar willful
misconduct;
|
| |
|
|
| |
(b) |
the neglect or breach by the Consultant of his
or her material obligations or agreements under this Agreement;
or
|
| |
|
|
| |
(c) |
the Consultant’s refusal to follow lawful
directives of the Board,
|
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.
7.2 The
Company may at its option terminate this Agreement in the absence
of an Event of Default by delivering a written notice of
termination to the Consultant, giving them an official notice
period of termination of thirty days.
7.3 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.
7.4 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.
8.
PROPRIETARY INFORMATION AND DEVELOPMENTS
8.1 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 the Company is under an obligation to keep
confidential, except as may be required in the ordinary course of
performing the Consultant Services to the Company, and the
Consultant shall keep secret such trade secrets and confidential
information and shall not use or attempt to use any such secrets or
information in any manner which is designed to injure or cause loss
to the Company. Trade secrets or confidential information shall
include, but not be limited to, the Company's financial statements
and project
| 
