CONSULTING
AGREEMENT (the
“Agreement”) dated as of August 18, 2009 by and between
Elko Ventures, Inc., a Nevada corporation with its principal
address at 848 N. Rainbow Blvd. #3003. Las Vegas, NV 89107 (the
“Corporation”) and Topcast Management Limited, an
Independent Contractor with its principal address at 21 Bedford
Square, London, WC1B 3HH, United Kingdom (the
“Consultant”).
W I T N E S S E T H
WHEREAS
, Consultant has established his
expertise in, among other things, Corporate and Structured Finance,
Securities Law, Fund Raising and in Investor Relations;
and
WHEREAS,
the Corporation desires to retain
the Consultant for a period of 3 (three) years from the date of the
signature of the Agreement to perform, as an Independent
Contractor, Corporate and Structured Finance, Securities Law, Fund
Raising and in Investor Relations and other consulting services on
the terms set forth below.
NOW, THEREFORE
, in consideration of the mutual
covenants and agreements, and upon the terms and agreements subject
to the conditions hereinafter set forth, the parties do hereby
covenant and agree as follows:
Section
1. Retention of
Consultant .
The
Corporation engages the Consultant as an independent contractor,
and the Consultant accepts such engagement as an Independent
Contractor, subject to the terms and conditions of this
Agreement.
Section
2.
Services .
The
Consultant shall provide consulting services to the Corporation in
connection with the Objectives.
Section
3.
Compensation .
For
services rendered by the Consultant pursuant to this Agreement, the
Corporation shall pay the Consultant the following:
Sign On Bonus and Compensation for Three
Years
Upon
signing this Agreement, the Consultant shall receive 5,000,000
(Five Million) shares of the Corporation’s restricted Common
Stock. These shares shall not be available to be assigned, pledged,
sold, lent or in any way alienated for a period of 3 (three) years
commencing from the date this Agreement. These shares are
restricted under Regulation 144 and shall be held “on
book” by the Transfer Agent to the Corporation; for an on
behalf of the Consultant. The Consultant shall not be permitted to
request these shares of the Corporation’s Common Stock, in
certificated form, until the expiration of the 3 (three) years from
the date of their issue to the Consultant.
Section
4.
Expenses .
The
Corporation shall reimburse the Consultant up to a maximum of
US$1,000 per month for phone charges and other miscellaneous
expenses incurred in the normal pursuit of the Objectives as
outlined in this Agreement. In the event Consultant is to incur
additional expenses while engaged in Corporation business,
Consultant shall obtain the prior written consent of the President
of the Corporation. All such expenses incurred after receiving the
prior written approval of the President of the Corporation shall be
reimbursed. The Corporation’s consent hereunder shall not be
unreasonably withheld or delayed. The Consultant must provide
receipts for all expenses to the Corporation before any
reimbursement will be issued to the Consultant.
Section
5. Consultant
Obligations .
The
Consultant assumes all risks and hazards encountered in the
performance of any services under this Agreement and the Consultant
shall hold the Corporation harmless from and against all
liabilities which may arise out of or which may be attributable to
the performance of any services. The Consultant will be solely
responsible for any and all damages or losses with respect to any
and all equipment utilized by Consultant in the performance of
services under this Agreement, and the Corporation will have no
liability of any kind with respect thereto, regardless of cause or
fault. Each party hereby indemnifies and holds the other, its
directors, officers, agents and employees, harmless from and
against any and all claims, actions, demands, damages, liabilities
or expenses, including counsel fees against the other, its
directors, officers, agents and employees, arising out of the
indemnifying party’s acts or omissions or breach of this
Agreement. This excludes any public statements made by the
Corporation that are either inaccurate or untrue in respect of the
Consultant.
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Section
6.
Consultant Warranties
.
The
Consultant warrants that he is fully qualified to perform the
services to the Corporation as described in this Agreement.
Furthermore, the Consultant warrants that the services performed
will conform to generally accepted standards for the type of
project involved and that it will use its best efforts to render
the services required in a timely and diligent manner.
Additionally, the Consultant warrants that the rendering of the
services hereunder, including any work product resulting from the
services will not violate any rights including but not limited to
intellectual property rights, of any persons, or laws. It is
agreed, that after detailed discussions with the
Corporation’s management, the Consultant is to use
individuals and companies known to itself through past experience
to enable the successful implementation of the Corporation’s
objectives; to the best of the Consultant’s abilities without
the Consultant receiving any commissions of whatsoever nature, in
respect of any ser
