EXHIBIT 10.15 CONSULTING SERVICES AGREEMENTConsulting Services Agreement |
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EXHIBIT 10.15
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), dated April 12, 2005
is entered into between Steve Careaga ("Consultant"), and Reality Wireless
Networks, Inc., a Nevada corporation ("Client").
WHEREAS, Steve Careaga has extensive background in the area of
management consulting and performs said services through Consultant and serves
as a director of the Company;
WHEREAS, Consultant shall perform certain services (as hereinafter
defined) for Client through Consultant on the terms and subject to the
conditions set forth;
WHEREAS, Client is a publicly held corporation with its common stock
shares trading on the Over the Counter Bulletin Board under the ticker symbol
"RWLN," and desires to further develop its business and customers; and
WHEREAS, Client desires to engage Consultant to provide the Services
(defined in Section 1 below) in its area of knowledge and expertise herein and,
in addition, to compensate Consultant for services performed as a director of
the Company, 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 the bona fide services to
Client as follows: running the day-to-day operations and performing services in
his capacity as director to the Client (Collectively, the "services").
Consultant agrees to perform for Client the Services.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration for
services provided, Sixty Million (60,000,000) shares of common stock of the
Client, which shares shall be unregistered and reliance on the Securities Act of
1933 and an exemption from the registration provisions of that law contained in
section 4 (2) thereof.
Transfer Restrictions.
All certificates representing such shares shall be subject to such
stock transfer orders, legends and other restrictions as Client may deem
necessary or advisable. Consultant hereby agrees not to transfer, dispose, or
otherwise assign of any of the Additional Shares during the Contingency Period.
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3. Confidentiality.
Each party agrees that during the course of this Agreement, information
that is confidential or of a proprietary nature may not be disclosed to any
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. Late Payment.
Client shall pay to Consultant all payments within thirty (30) days of
the due date. Failure of Client to finally pay any payment within thirty (30)
days after the applicable due date shall be deemed a material breach of this
Agreement, justifying suspension of the performance of the Services provided by
Consultant, will be sufficient cause for immediate termination of this Agreement
by Consultant. Any such suspension will in no way relieve Client from payment of
fees, and, in the event of collection enforcement, Client shall be liable for
any costs associated with such collection, including, but not limited to, legal
costs, attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless Consultant
and/or his agents, and to defend any action brought against said parties with
respect to any claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees to the extent that such action arises out of the
negligence or willful misconduct of Client.
(b) 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
willful misconduct of Consultant.
<PAGE>
(c) 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
indemnifie






