EXHIBIT
99.1
FORM OF CONSULTING
AGREEMENT
This Consulting
Agreement (the “Agreement”), effective as of ______,
2008 is entered into by and between, Element 21 Golf Company, a
Delaware corporation (herein referred to as the
“Company”), and _________________, (herein referred to
as the “Consultant”). This agreement supercedes any
prior oral or written agreements between the parties
hereto.
RECITALS
WHEREAS, the
Company desires to engage the Consultant to perform the Consulting
Services (as such term is defined below) pursuant to and in
accordance with the terms of this Agreement;
WHEREAS, the
Consultant wishes to provide the Consulting Services to the Company
pursuant to and in accordance with the terms of this
Agreement;
NOW THEREFORE,
in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenant and
agree as follows:
1.
Term of Consultancy . The Company hereby agrees to retain
the Consultant to act in a consulting capacity to the Company, and
the Consultant hereby agrees to provide the Consulting Services to
the Company during the period commencing on the date first above
written and ending on ____________, unless this Agreement is
earlier terminated by either party hereto.
2.
Duties of Consultant . The Consultant agrees that it will
generally provide the following specified consulting services to
the Company (the “Consulting Services”):
[ADD
DESCRIPTION OF CONSULTING SERVICES]
3.
Allocation of Time and Energies . The Consultant hereby
promises to perform the Consulting Services and discharge
faithfully the responsibilities which may be assigned to the
Consultant from time to time by the officers and duly authorized
representatives of the Company pursuant to this Agreement, so long
as such activities are in compliance with applicable laws and
regulations. Consultant and its staff if any, shall diligently and
thoroughly provide the Consulting Services required hereunder.
Although no specific hours-per-day requirement will be required,
Consultant and the Company agree that Consultant will perform its
duties hereunder in a diligent and professional manner. It is
explicitly understood that Consultant’s performance of its
duties hereunder will in no way be measured by the price of the
Company’s common stock, nor the trading volume of the
Company’s common stock.
4.
Remuneration . As full and complete compensation for
services described in this Agreement, the Company shall compensate
the Consultant as follows:
(a) For agreeing to undertake this
engagement and for performance of the services described above, the
Consultant shall be issued ___________ shares of the
Company’s Common Stock, $.01 par value per share (the
“Shares”). The Company understands and agrees that
Consultant has foregone significant opportunities to accept this
engagement and that the Company will derive a substantial benefit
from the execution of this Agreement and the ability to announce
its relationship with Consultant. The Shares therefore, constitute
payment in full for Consultant’s agreement to provide the
Consulting Services to the Company and represent a nonrefundable,
non-apportionable, and non-ratable retainer. The Shares are not a
prepayment for future services. If and in the event the Company is
acquired during the term of this Agreement, it is agreed and
understood Consultant will not be requested or demanded by the
Company to return any of the Shares. It is further agreed that if
at any time during the term of this Agreement, the Company or
substantially all of the Company’s assets are merged with or
acquired by another entity, or some other change occurs in the
legal entity that constitutes the Company that results in a change
in control of substantially all of the Company’s shares or
assets, the Consultant shall retain and will not be requested by
the Company to return any of the Shares.
(b) Upon the Company’s transfer to
the Consultant of the Shares, the Company shall cause to be issued
a certificate representing the Shares. The Company hereby
represents and warrants to the Consulting that the Shares shall
have been validly issued, fully paid and non-assessable and that
the issuance and any transfer of the shares to Consultant shall
have been duly authorized by the Company’s board of
directors.
(c) Consultant acknowledges that the Shares
have be
