Exhibit 10.6
CONSULTING
SERVICES
AGREEMENT
This Consulting Services Agreement (the
ÒAgreementÓ) is entered into this 1st day of
December, 2008 by and between Ann W. Collins (AN INDIVIDUAL),
located at 2205A Thornton Road, Austin, Texas 78704 (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
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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Operations Consultant, eDOORWAYS Brand
Rollout . Consultant agrees to assist management with
managing and coordinating the launch activities of the eDOORWAYS
brand. Consultant shall play an active role in the
conceptualization and implementation of the eDOORWAYS sub-brands
("doorways") as well as the integration of relevant technologies
and personnel.
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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 including but not limited to the
creation of functional specifications for the several Doorways.
From time to time, executive management of Client may ask for the
assistance of Client as the company launches the eDOORWAYS
brand. Consultant shall, to the best extent of her
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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Acknowledging
that the eDOORWAYS brand is rapidly changing over time, and that
the requirements of the work to be performed may need to be
modified, Consultant and Client agree that this will reviewed on an
as-needed basis, and subject to more or less on-the-fly
revision.
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Compensation to Consultant
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a.
Retainer Fee. Client shall pay
Consultant a monthly retainer fee of four thousand nine hundred
forty dollars ($4,940.00), 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. Payment of the monthly retainer fee of
$4,940.00 will be made by Client according to the terms of
Paragraph 2.b below.
b.
Form of Retainer Fee
Payment . For each monthly retainer fee payment,
Consultant shall receive payment in the form of common stock of
eDOORWAYS Corporation or its successor(s) rather than in a cash
payment. The number of shares to be received by Consultant shall be
calculated by dividing the amount of the monthly retainer fee
payment by the eDOORWAYS stock trading price on the first day of
the month that the payment is due.
c.
Reimbursement for Expenses ,
Consultant shall submit to Client a monthly invoice for all
expenses incurred on Client’s behalf, as specified in Par.
2.1 below, Client agrees to reimburse Consultant for such expenses
within ten (10) days from receipt of the statement.
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Expenses . Client shall reimburse Consultant for reasonable
expenses incurred in performing its duties pursuant to this
Agreement (including, but not limited to printing, postage, express
mail, photo reproduction, travel, lodging, and long distance
telephone cell phone, entertainment, software and facsimile
charges), pursuant to the terms of Par. 2.0(c) above.
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Additional Fees . Client and Consultant shall mutually agree
upon any additional fees that Client may pay in the future for
services rendered by Consultant under this Agreement. Such
additional agreement(s) may, although there is no requirement to do
so, be attached hereto and made a part hereof as Exhibits beginning
with “A.”
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The Client
agrees to indemnify and hold harmless Consultant against any and
all liability, loss and costs, expenses or damages, including but
not limited to, any and all expenses whatsoever reasonably incurred
in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever or howsoever
caused by Consultant in the performance of her duties under this
Agreement, or by reason of any injury (whether to body, property,
personal or business character or reputation) sustained by any
person or to any person or property, arising out of any act,
failure to act, neglect, any untrue or alleged untrue statement of
a material fact or failure to state a
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