Exhibit 10.8
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement"), effective as
of this 8th day of February, 2007 (the "Effective Date") is entered
into by and between, New Castle
Consulting, LLC (herein referred to as the "Consultant") and Data
Jungle Software Inc (herein referred to as the "Company").
RECITALS
WHEREAS , Company desires to engage the services of Consultant
to consult, assist and advise the Company in identifying investor
relations and/or public relations and/or market relations
organizations to be utilized by the Company and assisting the
Company with such investor relations and/or public relations and/or
market relations organizations which are engaged by the
Company;
NOW THEREFORE , in consideration of the promises and the
mutual covenants and agreements hereinafter set forth, the parties
hereto covenant and agree as follows:
1. Term of Consultancy. Company hereby agrees to retain the
Consultant to act in a consulting capacity to the Company, and the
Consultant hereby agrees to provide services to the Company
commencing on the Effective Date and ending 6 months from the
Effective Date unless terminated pursuant to Section 8 of this
Agreement.
2. Services. During the term of this Agreement, Consultant's
services may include, but will not necessarily be limited to,
providing the following services on behalf of and for the benefit
of the Company:
A. Analyze Company's needs with respect to public relations
and/or investor relations and/or market relations;
B. Consult, assist and advise the Company with respect to its
needs for public relations and/or investor relations and/or market
relations;
C. Oversee and facilitate, for the benefit of the Company,
any and all investor relations and/or public relations and/or
market relations organizations which are engaged by the
Company;
D. Consult and assist the Company in developing and
implementing appropriate plans and means for presenting the
Company and its business plans, strategy, and personnel to the
financial community;
E. Otherwise perform as the Company's consultant for investor
relations and/or public relations and/or market relations;
F. Assist and advise the Company with respect to its
relations with brokers, dealers, analysts, and other investment
professionals.
3. Allocation of Time and Energies. The Consultant hereby
promises to perform and discharge faithfully the responsibilities
which may be assigned to the Consultant from
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time to time by the
officers and duly authorized representatives of the Company under
this Agreement. Consultant shall diligently and thoroughly
provide the consulting services required hereunder. Although no
specific hours-per-day requirement will be required, Consultant and
the Company agree that Consultant will perform the duties set forth
herein above in a diligent and professional manner.
4. Remuneration. As full and complete compensation for
services described in this Agreement, the Company shall compensate
Consultant as follows:
4.1 For undertaking this engagement and for other good and valuable
consideration, the Company agrees to cause to be delivered to the
Consultant a "Commencement Bonus" payable in the form of 750,000
(seven hundred fifty thousand) shares of the Company's
restricted common stock, which represents less than 5% of the
issued and outstanding shares of common stock in the Company. This
Commencement Bonus shall be issued to the Consultant
immediately following execution of this Agreement and
shall, when issued and delivered to Consultant, be fully paid
and non-assessable. The Company understands and agrees that
Consultant has foregone significant opportunities to accept this
engagement. The shares of common stock issued as a
Commencement Bonus, therefore, constitute payment for Consultant's
agreement to consult to the Company and are a non-refundable,
non-apportionable, and non-ratable retainer; such shares of common
stock are not a prepayment for future services. If the Company
decides to terminate this Agreement after entered into for any
reason whatsoever, it is agreed and understood that Consultant will
not be requested or demanded by the Company to return any of the
shares of common stock paid to it as Commencement Bonus hereunder.
Further, if and in the event the Company is acquired in whole or in
part, during the term of this Agreement, it is agreed and
understood Consultant will not be requested or demanded by the
Company to return any of the shares of common stock paid to it
hereunder. It is further agreed that if at any time during the term
of this Agreement, the Company or substantially all of the
Company's assets are merged with or acquired by another entity, or
some other change occurs in the legal entity that constitutes the
Company, the Consultant shall retain and will not be requested by
the Company to return any of the shares of common stock.
4.2 In addition to Commencement Bonus, Company shall pay Consultant
450,000 shares of restricted common stock on the 8th of April,
2007, and 300,000 shares of restricted common stock on the 8th of
June, 2007. These shares, once issued and paid, shall be subject to
the same terms and conditions of Commencement Bonus.
4.3 Company warrants that the shares of common stock issued to
Consultant under this Agreement by the Company shall be or have
been validly issued, fully paid and non-assessable and that the
Company’s board of directors has or shall have duly
authorized the issuance and any transfer of them to Consultant.
4.4 Consultant
acknowledges that the shares of common stock to be issued pursuant
to this Agreement have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”) and
accordingly are “restricted securities” within the
meaning of Rule 144 of the Act. As such, the shares of common
stock may not be resold or transferred unless the Company has
received an opinion of counsel and in form reasonably satisfactory
to the Company that such resale or transfer is exempt from the
registration requirements of that Securities Act. Consultant
agrees that during the term of this Agreement, that it will not
sell or transfer any of the shares of common stock issued to it by
the Company hereunder, except to the Company; nor will
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it pledge or assign such
shares of common stock as collateral or as security for the
performance of any obligation, or for any other purpose.
4.5 Any shares of common
stock issued pursuant to the terms of this Agreement will be
subject to the terms and conditions of a subscription agreement
between the Co
