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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
meanin
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