CONSULTING AGREEMENTConsulting Services Agreement |
|
|
|
You are currently viewing: This Consulting Services Agreement involves
CIMBIX CORPORATION | STRATUS INVESTMENTS GROUP INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Consulting Services Agreement by:
CONSULTING AGREEMENT
This consulting agreement (this "Agreement") is made this 17th day of June,
2005, between CIMBIX CORPORATION, a bulletin board public company ("CBXC"),
and STRATUS INVESTMENTS GROUP INC. ("STRATUS") a Consultant (collectively
the "Parties" and each individually a "Party").
RECITALS:
STRATUS is a consultant who desire to provide consulting services to CBXC;
and
CBXC desires to retain STRATUS as a marketing and feasibility consultant.
NOW THEREFORE, in consideration of their mutual promises made herein, and
for other good and valuable consideration, receipt of which is hereby
acknowledged by each Party, the Parties, intending to be legally bound,
hereby agree as follows:
I. Recitals. The Parties agree that the foregoing recitals are true
and correct and are incorporated herein by reference.
II. Engagement. CBXC hereby engages STRATUS and CBXC hereby accepts
such engagement upon the terms and conditions set forth in this Agreement.
A. Duties: STRATUS is engaged by CBXC as a marketing and
feasibility consultant, to represent CBXC and its business in
Czechoslovakia; to assist CBXC in expanding its business operations
in "business consulting" services and trade. STRATUS will report
directly to the board of directors of CBXC. The term of this
Agreement begins immediately.
B. Terms: Subject to the terms of this Agreement relating to
termination, this Agreement shall continue in full force and effect
for a term of twelve (12) months from the date thereof, and may be
renewed for successive periods of twelve (12) months thereafter by
the mutual written agreement of the Parties hereto made at least one
(1) month prior to the expiration of such term.
C. Fee Structure:
1. Time is of the Essence: Time is of the essence with respect
to the Parties' respective obligations under this Agreement.
2. Amount of Fee: CBXC hereby agrees to issue to STRATUS, and
STRATUS agrees to accept from CBXC, three hundred fifty thousand
(350,000) shares of common stock of CBXC, which will be registered
by CBXC on a Registration Statement Form S-8 with the Securities
and Exchange Commission.
3. Timing of Payment of Fee: CBXC shall pay and release Shares
to STRATUS upon satisfaction of performance from time to tome in
stages commencing within thirty (30) days from filing of the
Registration Statement. Failure of CBXC to finally pay any Shares
within thirty (30) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the Services provided by STRATUS and will be
sufficient cause for immediate termination of this Agreement by
STRATUS, and such breach will cause this Agreement to be null and
void.
D. Independent Contractors: In all matters relating to this
Agreement and otherwise, the Parties hereto shall be and act as
independent contractors, neither shall be the employee or agent of the
other, and each shall assume any and all liabilities for its own acts. As
a result of his independent contractor status, STRATUS, and not CBXC,
shall be responsible for any and all income taxes and any and all other
employment related taxes or assessments which may be required of STRATUS
in his jurisdiction. Neither Party shall have any authority to create
any obligations, express or implied, on behalf of the other Party and
neither Party shall have any authority to represent the other Party as
an employee or in any capacity other than as herein provided.
III. Termination: This Agreement may be terminated by written notice of
either Party hereto forwarded to the other Party hereto. This Agreement shall
be binding on the Parties hereto for the Term provided herein, unless
terminated as provided herein.
IV. Arbitration: Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, or its interpretation or effectiveness,
and which is not settled between the Parties themselves, shall be settled by
binding arbitration in Washington and judgment upon the award may be entered
in any court having jurisdiction thereof. Nothing, however, contained herein
shall limit CBXC's rights to injunctive relief as set out in Paragraph V of
this Agreement. The prevailing Party in any litigation, arbitration or
mediation relating to collection of fees, or any other matter under this
Agreement, shall be entitled to recover all its costs, if any, including
without limitation, reasonable attorney's fees, from the other Party for all
matters, including, but no limited to, appeals.
V. Injunctive Relief: STRATUS agrees that his violation or threatened
violation of any of the provisions of this Agreement shall cause immediate
and irreparable harm to CBXC and, in such event, an injunction restraining






