Exhibit 10.7
CONSULTING
AGREEMENT
This Consulting
Agreement (the "Agreement"), effective as of January 10, 2007 is
entered into by and between DataJungle Software Inc. (herein
referred to as the "Company") and Three Rivers Consulting, L.L.C.
(herein referred to as the "Consultant").
RECITALS
WHEREAS
, Consultant has
experience in the area of finance and of investor communications
and financial and investor public relations; and
WHEREAS
, the Company desires
to engage the services of Consultant to act as its non-exclusive
financial advisor and to assist and consult with the Company in
matters concerning investor relations and to represent the Company
in finance and in investors communications and public relations
with existing shareholders, brokers, dealers and other investment
professionals as to the Company's current and proposed
activities;
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.
Duties of
Consultant. The Consultant agrees that it
will generally provide the following specified consulting services
(“Services”) through its officers and employees during
the term specified in Section 12:
(a)
Advise and assist the
Company in developing and implementing appropriate plans and
materials for presenting the Company and its business plans,
strategy and personnel to the financial community, establishing an
image for the Company in the financial community, and creating the
foundation for subsequent financial public relations
efforts;
(b)
Introduce the Company to
the financial community;
(c)
With the cooperation of
the Company, maintain an awareness during the term of this
Agreement of the Company's plans, strategy and personnel, as they
may evolve during such period, and advise and assist the Company in
communicating appropriate information regarding such plans,
strategy and personnel to the financial community;
(d)
Assist and advise the
Company with respect to (i) stockholder and investor relations,
(ii) relations with brokers, dealers, analysts and other investment
professionals, and (iii) financial public relations
generally;
(e)
Perform the functions
generally assigned to investor/stockholder relations and public
relations departments in major corporations, including responding
to telephone and written inquiries (which may be referred to the
Consultant by the Company); preparing or reviewing news releases
for the Company with the Company's involvement and approval;
preparing or reviewing reports and other communications to
shareholders, the investment community and the general public;
advising with respect to the timing, form, distribution and other
matters related to such releases, reports and communications; and
consulting with respect to corporate
symbols, logos, names,
the presentation of such symbols, logos and names, and other
matters relating to corporate image;
(f)
Upon the Company's
approval, disseminate information regarding the Company to
shareholders, brokers, dealers, other investment community
professionals and the general investing public;
(g)
Upon the Company's
approval, conduct meetings, in person or by telephone, with
brokers, dealers, analysts and other investment professionals to
advise them of the Company's plans, goals and activities, and to
assist the Company in preparing for press conferences and other
forums involving the media, investment professionals and the
general investment public;
(h)
At the Company's
request, review business plans, strategies, mission statements,
budgets, proposed transactions and other plans for the purpose of
advising the Company of the investment community implications
thereof; and,
(i)
Otherwise perform as the
Company's financial advisor and as its financial relations and
public relations consultant.
(j)
The Services to be
rendered by Consultant to the Company shall under NO circumstances
include the following:
(a)
Any activities which
could be deemed by the Securities and Exchange Commission to
constitute investment banking or any other activities required by
Consultant to be registered as a broker-dealer under the Securities
Act of 1934.
(b)
Any activities which
could be deemed to be in connection with the offer or sale of
securities in a capital-raising transaction.
2.
Allocation of Time
and Energies. The Consultant hereby promises
to perform and discharge well and faithfully the responsibilities
which may be assigned to the Consultant from time to time by the
officers and duly authorized representatives of the Company in
connection with the conduct of its financial and investor public
relations and communications activities, so long as such activities
are in compliance with applicable securities laws and regulations.
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
hereinabove in a diligent and professional manner.
3.
Remuneration.
(a) As compensation for
Services described in this Agreement, on execution of this
Agreement the Company shall pay the Consultant 600,000 shares of
common stock of the Company (referred to as the
“Securities”). The Securities are to be issued to the
written direction of the Consultant.
Consultant acknowledges
that the Securities have not been registered under the Securities
Act of 1933 (the “Act”), and accordingly are
"restricted securities" within the meaning of Rule 144 o
