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Exhibit
10.3
CONSULTING
AGREEMENT
CONSULTING AGREEMENT , dated as of the 2nd day of May, 2008
(the “Effective Date”), by and between Firstway
Enterprises, Inc., a Delaware corporation (the
“Company”) and Cypress Advisors LLC, a Florida limited
liability
company (“Consultant”).
W I
T
N
E
S
S
E
T
H
:
WHEREAS,
Consultant has experience in providing advice on capital
raising and will undertake to contact and present information
regarding Company to persons or entities (the
“Services”), where such source may provide, each
in its own discretion, funding and/or financing to the Company
including a financing in the amount of $1,000,000 with The
Posner Group (the “Funding”); and
WHEREAS,
the Company desires to engage the service of Consultant in
connection with Services, and Consultant desires to perform
such Services, all on and subject to the terms of this
Agreement;
WHEREFORE,
the parties do hereby agree as follows:
1.
Services .
(a)
The
Company hereby engages Consultant to provide the
Services. In performing the Services, Consultant shall
report to such person as may, from time to time, be designated by
the Company’s chief executive officer. Consultant
shall not have any authority to execute contracts or make any
commitments on behalf of the Company.
(b)
Consultant
accepts the engagement provided in this Agreement and agrees to
perform the Services in a professional manner, diligently, in good
faith, in a manner consistent with the best interests of the
Company. Consultant shall not be required to devote his
full time and attention to the Services. The Company recognizes
that Consultant has other business activities to which he devotes a
significant amount of his time.
2.
Term . This Agreement shall, subject to Section 5
of this Agreement, have a term (the “Term”) commencing
on the date of this Agreement and ending on the six month
anniversary of the Effective Date.
3.
Compensation . In consideration of the Services
rendered and to be rendered by Consultant the Company shall grant
to Consultant 2,273,438 shares of the Company’s common stock,
par value $.0001 per share (“Common Stock”), which
shall be issued concurrent with the Funding; provided, however,
750,235 shares shall be held by a third party and shall be
delivered to the Consultant upon the closing of a financing in
excess of $2,000,000 resulting from the efforts of Consultant at
terms that are acceptable to the Company. The 2,273,438
shares of Common Stock issued under this Agreement shall have
piggyback registration rights.
4.
Expenses . The Company shall reimburse Consultant
for all reasonable and necessary expenses incurred by Consultant on
behalf of the Company upon presentation of appropriate vouchers and
back-up documentation in accordance with the Company’s
expense reimbursement policy. Consultant will not incur
any expenses for travel or any other expenses involving more than
$100 without the prior written approval of the
Company.
5.
Confidential Information .
(a)
Consultant
recognizes and acknowledges that during the course of performing
the Services it will acquire information regarding the Company and
the Company’s business methods, technology, products, plans
and clients and other information which is not publicly known and
which the Company regards as proprietary to it and includes any
confidential proprietary information (“Confidential
Information”). Without limiting the generality of
the foregoing, Confidential Information includes all proprietary
know-how, use and applications know-how, technical information,
product formulae and formulations and other trade secrets relating
to the Company’s products and proposed products, any
information or other information contained in any patent
application, regardless of whether a patent is ever issued with
respect to such application, results of studies and surveys, in any
stage of development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, flow
charts and all other information relating to the Company’s
products.
(b)
Consultant
agree that it will not, at any time, whether during or after the
Term, disclose to any person or use, directly or indirectly, for
Consultant’s own benefit or the benefit of others, or aid or
assist others in using any Confidential Information, or permit any
person to examine or make copies of any document which may contain
or is derived from Confidential Information, whether prepared by
Consultant or otherwise coming into Consultant’s possession
or control.
(c)
In
the event that Consultant is, pursuant to, or required by,
applicable law, regulation or legal process, to disclose any of the
Confidential Information, Consultant will notify the Company
promptly so that the Company may, at its cost, seek a protective
order or other appropriate remedy or, its sole discretion, waive
compliance with the terms of this Section 5. Consultant
shall not disclose any Confidential Information until the court has
made a ruling. In the event that no such protective
order or other remedy is obtained, or in the event that the
disclosing party waives compliance with the terms of this Section
5, Consultants will furnish only that portion of the Confidential
Information which it is advised by counsel is legally required and
will exercise all reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded the Confidential
Information.
6.
Return of Confidential Information . Consultant
shall, upon completion of the Services or upon termination of
Consultant’s engagement with the Company, or earlier at the
request of the Company, turn over to the Company all documents,
papers, computer disks or other material in Consultant’s
possession or under Consultant’s control which may contain or
be derived from Confidential Information, together with all
documents, notes or other work products which are connected with or
derived from the Services. To the extent that any
Confidential Information is on Consultant’s hard drive or
other storage media, he
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