Exhibit 10.3
CONSULTING
SERVICES
AGREEMENT
This Consulting Services Agreement
(the ÒAgreementÓ) is entered into this 1st day of
January, 2008 by and between Damian Lance Kimmons, 3101 5th Street
No. 2, Santa Monica, CA, 90405, (hereinafter referred to as
ÒConsultantÓ), and eDOORWAYS Corporation, a Delaware
corporation, and its successors, affiliates and assigns,
(hereinafter referred to as ÒClientÓ), (collectively
referred to as theÓ PartiesÓ) with reference to the
following:
Preliminary
Statement
A. This agreement supercedes and
takes the place of the Non-Employee Director Agreement between the
parties hereto which is dated January 1, 2007.
B. The Client desires to be assured
of the association and services of the Consultant in order to avail
itself of the Consultant’s experience, skills, abilities,
knowledge, and background to facilitate its operations, and to
advise the Client in business and/or financial and
merger/acquisition matters and is therefore willing to engage
Consultant upon the terms and conditions set forth herein.
Consultant desires to be assured, and Client desires to assure
Consultant, that, if Consultant associates with Client and
allocates its resources necessary to provide Client with its
business advisory and consulting services, Consultant will be paid
the consideration described herein and said consideration will be
nonrefundable, regardless of the circumstances.
Consultant
agrees to be engaged and retained by Client and upon the terms and
conditions set forth herein.
NOW, THEREFORE,
in consideration of the foregoing, of the mutual promises
hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
1.
Engagement , Client hereby engages Consultant on a
non-exclusive basis, and Consultant hereby accepts the engagement
to become a business Consultant to Client and to render advice,
consultation, information, and services to the Directors and/or
Officers of Client regarding general business matters including,
but not limited to the following:
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Member,
eDOORWAYS Board of Directors . Consultant agrees to serve on the Board of
Directors of the Company for the Term of this
Agreement. Consultant is and shall remain a non-employee
of the Client. Consultant and any agents or employees of
Consultant shall not act as an officer or employee of
Client. Consultant has no authority to assume or create
any commitment or obligation on behalf of, or to bind, Client in
any respect in an individual capacity.
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Director,
"Net Generation" Business Development
. Consultant agrees to assume primary
responsibility for the extension and implementation of the
eDOORWAYS brand into the "Net Generation"
market. Here, "Net Generation" shall refer to young
adult consumers who currently are familiar with and actively use
the Internet and its services. Consultant assumes the
lead role in the creation of all marketing, advertising and other
strategic elements required in implementing the brand, subject to
the approval of eDOORWAYS executive management.
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eDOORWAYS
Brand Implementation . Consultant agrees to assist
in the development, implementation, and launch of the eDOORWAYS
brand as required by Client. From time to time,
executive management of Client may ask for the assistance of Client
as the company launches the eDOORWAYS brand. Consultant
shall, the best extent of his abilities, render such assistance as
required.
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Standard
of Performance . Consultant shall devote such time and efforts to
the affairs of the Client as is reasonably necessary to render the
services contemplated by this Agreement. The time frame for
completion of any work or task of Consultant provided for herein
which requires Client to provide certain information to assist
Consultant in completion of the work shall be extended (without
effect upon any obligation of Client) until such time as Client has
fully provided all information and cooperation necessary for
Consultant to complete the work. The services of Consultant shall
not include the rendering of any legal opinions or the performance
of any work that is in the ordinary purview of a certified public
accountant, or other licensed professional. Consultant cannot
guarantee results on behalf of Client, but shall use commercially
reasonable efforts in providing the services listed
above.
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Compensation to Consultant
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a.
Member, Board of Directors -
Monthly Retainer Fee . Client shall pay
Consultant a monthly retainer fee of two thousand five hundred
dollars ($2,500), the first of which payments shall be due and
payable upon execution of this Agreement. Subsequent payments shall
be due and payable on the first of each month following execution
of this Agreement for the entire term of this
Agreement. In addition, Client shall pay Consultant the
additional sum of thirty thousand dollars ($30,000) for services
performed under the original Non-Employee Board Agreement that was
initiated on January 1st, 2007. Payment of both the
monthly retainer fee and the additional sum may be made by Client
according to the terms of Paragraph 2.d. below.
b.
Director, "Net Generation" Monthly Retainer
Fee. . Client shall pay Consultant a monthly retainer
fee of seven thousand dollars ($7,000), the first of which payments
shall be due and payable upon execution of this Agreement.
Subsequent payments shall be due and payable on the first of each
month following execution of this Agreement for the entire term of
this Agreement. Client shall also pay Consultant the
additional sum of twenty-one thousand dollars ($21,000.00) for
Paragraph "2b" services rendered by Consultant during the fourth
quarter of 2007. Payment of both the monthly retainer
fee of $7,000 and the additional sum of $21,000 may be made by
Client according to the terms of Paragraph
2.d below.
c,
Fundraising Commission. Client agrees to pay
Consultant the sum of eight thousand dollars ($8,000) as commission
due and payable to Consultant for his role in procuring $80,000 in
investment capital to satisfy the company's December, 2007
operating requirements. Payment of the $8,000 commission
may be made by Client according to the terms of Paragraph 2.d
below.
d.
Form of Retainer Fee
Payment . For each monthly retainer fee payment,
Consultant may elect to receive payment in the form of common stock
of eDOORWAYS Corporation or its successor(s) rather than in a cash
payment. In the event that Consultant elects to receive common
stock, the issuance of said shares shall be registered with the
U.S. Securities and Exchange Commission on its Form S-8 or similar
registration within five days of delivery of such stock to
Consultant. The number of shares to be received by Consultant shall
be calculated by dividing the amount of the monthly retainer fee
payment by the average trading price for the five days prior to the
date payment is due.
Payment of the
original sum of $30,000 described in Paragraph 2.a. above may also
be made in cash or common stock as described in this
Paragraph. Should Consultant elect to receive cash, the
timing of the cash payment shall be determined by
Client.
Payment of the
original sum of $21,000 described in Paragraph 2.b. above may also
be made in cash or common stock as described in this
Paragraph. Should Consultant elect to receive cash, the
timing of the cash payment shall be determined by
Client.
e.
Share Fee
. As compensation under this Agreement, Consultant will
receive at the Consultant’s election and option, and as
previously specified in the Non-Employee Director Agreement dated
January 1, 2007, five hundred thousand (500,000) shares
of the Company’s Common Stock, $0.001 par value (the
ÒSharesÓ), a non-employee director stock option to
purchase five hundred thousand (500,000) shares, or a Warrant to
purchase five hundred thousand (500,000)
shares. Any option or warrant issued pursuant to
this
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