|
Exhibit 4.7
CONSULTING AGREEMENT WITH YENNY
HERMAN
This Consulting Agreement (this "Agreement") is
made as of April 2, 2007, by and between VoIP, Inc with offices
at 151 South Wymore Road, Suite 3000, Altamonte Springs, FL
32714 (the "Company'), and YENNY HERMAN an individual
with residence at Karang D 8 Barat No. 129, Jakarta 14450,
Indonesia ("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 an independent contractor and consultant to
provide strategic advisory services to assist in corporate
development to the Company, 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 a services those described in the
Attached Exhibit A.
4. Costs
. The Company will be responsible for all documented
printing and distribution and/or advertising costs, and all other
documented out of pocket costs in respect to the Services. The
Company will also reimburse Consultant 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
1,660,606 shares of the Company’s common stock (the
"Shares"). The Company shall file an S-8 Registration to register
the underlying common stock of the Shares by no later than May 2,
2007.
6. Additional
Obligations of Consultant . Consultant
agrees that, in connection with its investor relations services to
the Company, Consultant will not make any payment in cash or in
kind to any third party as an inducement to such party to engage in
activities which could be deemed to constitute market manipulation
or other improper practice, such as recommending third party
activities with the Company without disclosure of Consultant's
engagement as a consultant for the Company or Consultant's
financial interest in the Company. Consultant will indemnify the
Company from all claims, liability, costs or other expenses
(including reasonable attorneys' fees) incurred by the Company as a
result of any inaccurate information concerning the Company
released by Consultant, if such information was not "Approved
Information" (as defined below). Notwithstanding anything to the
contrary contained in this Agreement, Consultant agrees that it
shall not release any communication (whether by e-mail, press
release or otherwise) to third parties in connection with the
performance of its duties hereunder unless and until the form and
content of such communication has been approved in writing by the
President and Chief Financial Officer (such communication, as so
approved is referred to herein as "Approved Information").
Consultant further agrees that any written communication shall
contain standard cautionary language in a form to be provided by
the Company.
7. Additional
Obligations of the Company . The Company
agrees that, in connection with this agreement, it will indemnify
Consultant from all claims, liability, costs or other expenses
incurred (including reasonable attorneys' fees) by Consultant as a
result of any inaccurate or misleading information concerning the
Company provided by the Company or any of its officers or directors
to Consultant which is Approved Information, or as a result of any
breach by the Company of any of the terms and conditions of this
agreement or commission of acts illegal under securities laws by
the Company or its officers or directors. The Company will not give
Consultant material non-public or other confidential information
which Consultant should not be disseminating.
1
8. 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.
9. 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
informati
|
