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Exhibit 10.5
INDEPENDENT CONSULTING AGREEMENT
This Independent Consulting Agreement ("Agreement"), effective
as of August 14, 2006 ("Effective Date") is entered into by and
between DATAJUNGLE SOFTWARE INC., a Nevada corporation
(herein referred to as the "Company") and THE DEL MAR CONSULTING
GROUP, INC. , a California corporation (herein referred to as
the "Consultant").
RECITALS
WHEREAS , the Company is a publicly-held corporation with
its common stock traded on the OTC Bulletin Board; and
WHEREAS , Company desires to engage the services of
Consultant to represent the Company in investor communications and
public relations with existing shareholders, brokers, dealers and
other investment professionals as to the Company's current and
proposed activities, and to consult with management concerning such
Company activities;
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 . Company hereby agrees to
retain the Consultant to act in a consulting capacity to the
Company, and the Consultant hereby agrees to provide services to
the Company commencing immediately and ending on July 31, 2007
unless otherwise mutually agreed to by the parties.
2.
Duties of Consultant . The Consultant agrees that
it will generally provide the following specified consulting
services through its officers and employees during the term of this
Agreement:
(a) Consult with and assist the Company in developing and
implementing appropriate plans and means for presenting the Company
and its business plans, strategy and personnel to the financial
community, establishing an image for the Company in the financial
community, and creating the foundation for subsequent financial
public relations efforts;
(b) Introduce the Company to the financial community, including,
but not limited to, retail brokers, buy side and sell side
institutional managers, portfolio managers, analysts, and financial
public relations professionals;
(c) With the cooperation of the Company, maintain an awareness
during the term of this Agreement of the Company's plans, strategy
and personnel, as they may evolve during such period, and consult
and assist the Company in communicating appropriate information
regarding such plans, strategy and personnel to the financial
community;
(d) Assist and consult with the Company with respect to its (i)
relations with stockholders, (ii) relations with brokers, dealers,
analysts and other investment professionals, and (iii) financial
public relations generally;
Consulting Agreement - Page
(e) Perform the functions generally assigned to stockholder
relations and public relations departments in major corporations,
including responding to telephone and written inquiries (which may
be referred to the Consultant by the Company); preparing press
releases for the Company with the Company's involvement and
approval of press releases, reports and other communications with
or to shareholders, the investment community and the general
public; consulting with respect to the timing, form, distribution
and other matters related to such releases, reports and
communications; and, at the Company’s request and subject to
the Company’s securing its own rights to the use of its
names, marks, and logos, consulting with respect to corporate
symbols, logos, names, the presentation of such symbols, logos and
names, and other matters relating to corporate image;
(f) Upon and with the Company's direction and written approval,
disseminate information regarding the Company to shareholders,
brokers, dealers, other investment community professionals and the
general investing public;
(g) Upon and with the Company's direction, conduct meetings, in
person or by telephone, with brokers, dealers, analysts and other
investment professionals to communicate with them regarding the
Company's plans, goals and activities, and assist the Company in
preparing for press conferences and other forums involving the
media, investment professionals and the general investment
public;
(h) At the Company's request, review business plans, strategies,
mission statements, budgets, proposed transactions and other plans
for the purpose of advising the Company of the public relations
implications thereof; and
(i) Otherwise perform as the Company's consultant for public
relations and relations with financial professionals.
3.
Allocation of Time and Energies . The Consultant
hereby promises to perform 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 in connection with the conduct of its financial and public
relations and communications activities, so long as such activities
are in compliance with applicable securities laws and regulations.
Consultant and staff 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 the duties set forth
herein above in a diligent and professional manner. The parties
acknowledge and agree that a disproportionately large amount of the
effort to be expended and the costs to be incurred by the
Consultant and the benefits to be received by the Company are
expected to occur within or shortly after the first two months of
the effectiveness of this Agreement. It is explicitly understood
that neither the price of the Company’s common stock nor the
trading volume of the Company’s common stock hereunder
measure Consultant’s performance of its duties. It is
also understood that the Company is entering into this Agreement
with Consultant, a corporation and not any individual member or
employee thereof, and, as such, Consultant will not be deemed to
have breached this Agreement if any member, officer or director of
the Consultant leaves the firm or dies or becomes physically unable
to perform any meaningful activities during the term of the
Agreement, provided the Consultant otherwise performs its
obligations under this Agreement. However, Consultant shall
designate as their primary contact for the Company, the person
identified under paragraph 16. Any person subsequently
Consulting Agreement -
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named to replace this primary contact shall have similar, or
greater, skills or experience.
4.
Remuneration .
4.1
For undertaking this engagement, for previous services rendered,
for performing due diligence, and for other good and valuable
consideration, the Company agrees to pay to the Consultant a
"Commencement Bonus" consisting of an immediate cash payment of
$3,500.00 and One Million Five Hundred Thousand (1,500,000) shares
of the Company’s Common Stock ("Common Stock" and such
shares, collectively, the "Shares"). This Commencement Bonus
shall be fully paid and non-assessable and shall be issued to
Consultant by August 15, 2006.
The Company understands and agrees that Consultant has foregone
significant opportunities to accept this engagement and that the
Company derives substantial benefit from the execution of this
Agreement and the ability to announce its relationship with
Consultant. The Commencement Bonus, therefore, constitutes
payment for Consultant’s agreement to consult to the Company
and is a non-refundable, non-apportionable, non-ratable retainer
and is not a prepayment for future services. If the Company decides
to terminate this Agreement for any reason whatsoever, it is agreed
and understood that Consultant will not be requested or demanded by
the Company to return any of the shares of Common Stock payable to
it hereunder. Further, if and in the event the Company is
acquired during the term of this Agreement, it is agreed and
understood that Consultant will not be requested or demanded by the
Company to return any of the shares of Common Stock payable to it
hereunder.
4.2
Up and until 36 months after the termination of this Agreement,
the Company also agrees to pay the Consultant on the 1
st day of each 3 month period, commencing October 31,
2006, additional shares of Common Stock so that the total number of
shares paid to the Consultant under this Agreement total 4.99% of
the issued and outstanding shares of the Company, up to a maximum
of 75,000,000 issued and outstanding shares of the Company. In case
the Company shall at any time subdivide its outstanding shares of
Common Stock into a greater number of shares, the 75,000,000 share
maximum amount referenced above in this paragraph shall be
proportionately increased, and conversely, in case the outstanding
shares of Common Stock of the Company shall be combined into a
smaller number of shares, the 75,000,000 share maximum amount
referenced above in this paragraph shall be proportionately
decreased.
4.3
For performance under this Agreement on a month-to-month basis,
Company will pay Consultant a cash fee in the amount of $6,000 per
month over the term of this Agreement, the first monthly payment
due and payable on August 1, 2006 and each following monthly
payment payable in full on the 1st day of the respective month.
The Company shall not be obligated to Consultant for any
monthly cash fee for any month or part thereof remaining from 30
days after the date of any valid cancellation.
4.4
Notwithstanding anything else in this Agreement to the contrary,
Company and Consultant acknowledge and agree that for purposes of
the Company’s internal accounting practices, the Company may
desire to allocate all or a portion of the Commencement Bonus to
any number of the services provided by the Consultant to the
Company under this Agreement consistent with the United States
generally accepted accounting practices. Accordingly,
Consultant agrees to cooperate with the Company, and will provide
to the Company reasonable support and documentation in connection
with any such allocation process.
Consulting Agreement - Page
4.5
If at any time after the date of this Agreement the Company
proposes to file a registration statement with respect to any class
of securities (other than pursuant to a registration statement on
Forms S-4 or S-8 or any successor form) under the Securities Act,
the Company shall notify Consultant at least twenty (20) days prior
to the filing of such registration statement and will offer to
include in such registration statement all or any portion of the
Shares. In a written notice to be delivered to the Consultant
within twenty (20) days after receipt of any such notice from the
Company, the Consultant shall state the number of Shares that it
wishes to register for resale and distribution publicly under the
proposed registration statement. The Company will also
use its best efforts, through its officers, directors, auditors and
counsel in all matters necessary or advisable, to include within
the coverage of each such registration statement (except as
hereinafter provided) the Shares that Consultant has advised
Company that Consultant wishes to register pursuant to such
registration statement for resale and distribution, to prosecute
each such registration statement diligently to effectiveness, and
to cause such registration statement to become effective as
promptly as practicable . In that regard, the Company makes
no representation or warranties as to its ability to have any
registration statement declared effective. In the event the
Company is advised by the staff of the SEC, or any applicable
self-regulatory or state securities agency that the inclusion of
the Shares will prevent, preclude or materially delay the
effectiveness of a registration statement filed, the Company, in
good faith, may amend such registration statement to exclude the
Shares without otherwise affecting the Consultant's rights to any
other registration statement.
4.6
Company warrants that the Shares issued to Consultant under this
Agreement by the Company shall be or have
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