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Exhibit 10.1
CONSULTING SERVICES AGREEMENT
This
Consulting Services Agreement (“Agreement”), dated
July 9 th ,
2007, is made by and between Donna Hessel , an individual
(“Consultant”), whose address is 29 Quai
Mountblanc CH
1201,Geneva,Switzerland and FreeStar Technology Corporation, a
Nevada corporation (“Client”), having its
principal place of business at Torre Empresarial, AIRD, La
Julia, Santo Domingo, Dominican Republic.
WHEREAS,
Consultant has extensive background in the area of business
consulting and management advisory services;
The Consultant is in the business of providing consultation
and services and the Client is a Payment Service
Provider engaged in the business of credit card processing for
Merchants. The Consultant has developed and is developing
relationships with certain potential Merchants and acquiring
Banks, in the credit card processing industry. The parties
wish to work together and to share certain information and
contacts in confidence in connection with the processing
services and the establishment and maintenance of processing
relationships between the Client and one or more Merchants
and/or Banks.
WHEREAS,
Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client
in his area of knowledge and expertise on the terms and
subject to the conditions set forth herein;
WHEREAS,
Client is a publicly held corporation with its common stock
shares trading on the Over the Counter Bulletin Board under
the ticker symbol “FSRT,” and desires to further
develop its business and increase the value of its common
stock; and
WHEREAS,
Client desires to engage Consultant to provide information,
evaluation and consulting services to the Client in his area
of knowledge and expertise on the terms and subject to the
conditions set forth herein.
NOW,
THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:
1. Services
of Consultant.
Consultant
agrees to perform for Client all necessary services required
in providing general business consulting and management
advisory services for Client. As such Consultant
will provide bona fide services to Client. The
services to be provided by Consultant will not be in
connection with the offer or sale of securities in a
capital-raising transaction, and will not directly or
indirectly promote or maintain a market for Client’s
securities.
2. Consideration.
Client
agrees to pay Consultant, as his fee and as consideration for
services provided, an option to purchase Seven Million
(7,000,000) of free trading common stock in the Client,
exercisable at ten cents ($0.10) per share, under
Client’s Amended and Restated Non-Employee
Directors and Consultants Retainer Stock Plan
and Amended and Restated Stock Incentive Plan. The shares
underlying this option have been registered under a
post-effective Form S-8 Registration Statement filed with the
U.S. Securities and Exchange Commission on February 1
st ,
2007 and declared effective on that date and with any
appropriate states securities administrator.
3. Confidentiality.
Each
party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature
may be disclosed to the other party, including, but not
limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales,
costs and other unpublished financial information, advertising
revenues, usage rates, advertising relationships, projections,
and marketing data (“Confidential Information”).
Confidential Information shall not include information that
the receiving party can demonstrate (a) is, as of the time of
its disclosure, or thereafter becomes part of the public
domain through a source other than the receiving party, (b)
was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving
party, or (d) is subsequently learned from a third party not
under a confidentiality obligation to the providing
party.
4. Indemnification.
(a) Consultant.
Consultant
agrees to indemnify, defend, and shall hold harmless Client,
its directors, employees and agents, and defend any action
brought against same with respect to any claim, demand, cause
of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the
gross negligence or willful misconduct of
Consultant.
(b) Notice.
In
claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes
falls within the scope of the foregoing paragraphs. The
indemnified party may, at its expense, assist in the defense
if it so chooses, provided that the indemnifying party shall
control such defense, and all negotiations relative to the
settlement of any such claim. Any settlement intended to bind
the indemnified party shall not be final without the
indemnified party's written consent, which shall not be
unreasonably withheld.
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