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Exhibit 4.8
CONSULTING AGREEMENT - GARY
POST
This Consulting Agreement (this "Agreement") is
made as of May 3, 2007, by and between VoIP, Inc with offices at
151 South Wymore Road, Suite 3000, Altamonte Springs, FL 32714 (the
"Company'), and GARY POST an individual ("Consultant") with respect
to the following facts:
For good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1.
Engagement . The Company hereby
engages Consultant as a contractor and consultant to to assist the
Company in negotiating settlements of various litigation matters
the Company has recently been engaged in, and Consultant has agreed
to provide these services to the Company, subject to the terms and
conditions described in this Agreement. Consultant is not an
investment adviser nor a broker dealer as defined under federal or
state law and will not provide any services requiring registration
as such.
2. Term
. The term of this Agreement shall expire upon the
one year anniversary from the date of this Agreement (the "Term"),
provided, however, that either party may terminate the engagement
at any time upon thirty days' prior written notice. The Agreement
may be terminated by the Company immediately upon notice in the
case of the commission of an act of actual fraud by Consultant in
the course of its activities hereunder. The Agreement may be
terminated by Consultant immediately upon notice in the case of the
commission of an act of actual fraud by the Company.
3. Services
. The services (the "Services") to be provided by
Consultant shall consist of negotiating with plaintiffs and the
Company’s legal counsel as appropriate, with the objective of
reaching out-of-court settlements to the Company’s matters
being litigated.
4. Costs
. The Company will be responsible for reasonable out
of pocket expenses undertaken in respect of the Services, provided,
however, all items of such expense in excess of $200 shall be
approved in advance by the Company.
5. Compensation for
Services . For continuing to provide the
Services, the Company shall give the Consultant a onetime fee of
550,000 shares of the Company’s common stock, par value
$0.001 (the "Shares"). The Company shall file an S-8 Registration
to register the underlying common stock of the Shares by no later
than May 10, 2007.
6. Independent
Contractor . Consultant is an independent
contractor responsible for compensation of its agents, employees
and representatives, as well as all applicable withholding and
taxes (including unemployment compensation) and all worker's
compensation insurance.
7. Non-Competition and
Non-Solicitation .
(a) Restricted Business
Activity . Consultant hereby agrees that,
during the Term, and for a period of one year after the termination
of this Agreement, for any reason, as the case may be, Consultant
shall not, directly or indirectly:
i. in any
individual or representative capacity, whether as principal, agent,
partner, officer, director, employee, joint venturer, member of any
business entity, consultant, advisor or investor (except that
Consultant shall have the right hereunder to own up to 3% of one or
more public companies having a class of equity securities
registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as amended) or otherwise, compete
with Company by performing services, activities, or duties similar
or identical to those which Consultant performed during his
employment with Company, in, or for any business entity or
enterprise located or owning property within a one-hundred mile
radius of the Company, which engages in any of the Company's
businesses;
ii. disseminate or make use of any valuable, unique, confidential,
or proprietary information of Company (whether tangible or
intangible and whether or not electronically kept or stored),
including that regarding or comprising actual/potential customer,
or prospect, lists or identities, processes, procedures, drawings,
designs, manuals, business plans, pricing policies/schedules,
vendors/contractor sources/identities, financial information of
customers or the Company, and other proprietary documents,
materials, or information relating to the Company, its businesses
and activities, the manner in which the Company does business, all
of which is valuable to the Company in conducting its business
because the information is kept confidential and is not generally
known to the Company's competitors or to the general public
("Confidential Information"). Confidential Information does not
include information generally known to third parties unrelated to
the Company or easily obtained from public
sources/records.
1
To the extent that the Confidential Information
rises to the level of a trade secret under applicable law,
Consultant acknowledges and agrees that he shall forever protect
and maintain the confidentiality of such trade secrets and shall
not disseminate or make use of any such trade secrets without the
Company's prior consent.
iii. in any
manner induce, attempt to induce, or assist others to induce or
attempt to induce any of the Company's customers, or contacts with
whom Consultant had contact during the Term, to terminate, reduce
or influence said individual's or entity's business or association
with the Company, or do anything to interfere with the relationship
between the Company and any of the customers
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