Exhibit 10.4
CONSULTING
SERVICES
AGREEMENT
This Consulting Services Agreement
(the ÒAgreementÓ) is entered into this 11th day of
April, 2008 by and between Marty Lobkowicz, MML International,
Inc., a Florida corporation located at 2883 Sabalwood Court, Delray
Beach, FL, 33445 (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.
This
Agreement shall become effective on May 1, 2008
and supercedes any and all previous
agreements which may have existed between the two
parties.
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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Director,
Retail Business Development . Consultant agrees to assume primary
responsibility for the extension and implementation of the
eDOORWAYS brand into the retail
market. Consultant assumes the lead role in the creation
of all marketing, sales, advertising and other strategic elements
required in implementing the brand through retail channels, 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, to 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.
Director, Retail Business Development Retainer Fee.
. Client shall pay Consultant a monthly retainer fee of
thirty-five hundred dollars ($3,500.00), 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 $3,500.00 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 ÒA.Ó
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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 his 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 material fact which thereby
makes a statement false or misleading, or
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