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.
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 information of customers or the Company, and other
proprietary documents, materials, or information relating
to
