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Consulting Services Agreement

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 This Consulting Services Agreement involves

Intelligent Systems, Inc

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Date: 3/30/2005

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This CONSULTING AGREEMENT (the "Agreement"), is effective as of this 21st day

of March, 2005, between: Randall Hicks (the "Consultant"), with an office at

300 Carlsbad Village Drive, Suite 108a-288, Carlsbad, CA 92008 and GK

Intelligent Systems, Inc., (the "Company"), with offices at 432 Park Avenue

South, 2nd Floor, New York, NY 10016.


WHEREAS, the Company requires and will continue to require consulting services

relating to management advisement, strategic planning and marketing in

connection with its business, together with advisory and consulting related to

shareholder management and public relations; and

WHEREAS, Consultant is qualified to provide the Company with the

aforementioned consulting services and is desirous to perform such services

for the Company; and

WHEREAS, the Company wishes to induce Consultant to provide these consulting

services to the Company and wishes to contract with the Consultant regarding

the same believing it to be in its best interest,

NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated,

it is agreed as follows:


The Company hereby engages Consultant and Consultant agrees to render services

to the Company as a consultant upon the terms and conditions hereinafter set


2. TERM.

The term of this Consulting Agreement began as of the date of this Agreement,

and shall terminate on July 21st , 2005, unless earlier terminated in

accordance with paragraph 9 herein or extended as agreed to between the



During the term of this Agreement, Consultant shall provide advice to

undertake for and consult with the Company concerning management, marketing,

consulting, strategic planning, corporate organization and structure,

financial matters in connection with the operation of the businesses of the

Company, expansion of services, acquisitions and business opportunities, and

shall review and advise the Company regarding its overall progress, needs and

condition. The services of Consultant shall not be exclusive nor shall

Consultant be required to render any specific number of hours or assign

specific personnel to the Company or its projects. The parties hereto

acknowledge and agree that Consultant cannot guarantee the results or

effectiveness of any of the services rendered or to be rendered by Consultant.

Rather, Consultant shall conduct its operations and provide its services in a

professional manner and in accordance with good industry practice. Consultant

will not participate in the above capacity in any offerings or distribution of

Company's securities.

Consultant agrees to provide on a timely basis the following enumerated

services plus any additional services contemplated thereby:

(a) The implementation of short-range and long-term strategic planning to

fully develop and enhance the Company's assets, general resources, products

and services; and

(b) Advise the Company relative to its operational needs, relating

specifically to past and future corporate mergers and acquisitions matters.

(c) Advise the Company in public relations.

Consultant shall be available for advice and counsel to the officers and

directors of the Company at such reasonable and convenient times and places as

may be mutually agreed upon. Except as foresaid, the time, place and manner

of performance of the services hereunder, including the amount of time to be

allocated by Consultant to any specific service, shall be determined at the

sole discretion of Consultant. It is agreed that all the information and

materials produced for the Company shall be the property of Consultant, free

and clear of all claims thereto by the Company, and the Company shall retain

no claims of authorship therein.


The Company shall provide Consultant, on a regular and timely basis, with all

approved data and information about it, its subsidiaries, its management, its

products and services and its operations as shall be reasonably requested by

Consultant, and shall advise Consultant of any facts which would affect the

accuracy of any data and information previously supplied pursuant to this

paragraph. The Company shall promptly supply Consultant with full and

complete copies of all financial reports, all fillings with all federal and

state securities agencies; with full and complete copies of all stockholder

reports; with all data and information supplied by any financial analyst, and

with all brochures or other sales materials relating to its products or




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