MANAGEMENT CONSULTING
AGREEMENT
THIS AGREEMENT
dated effective as of the 3rd day of
September, 2008.
BETWEEN:
JOHN BOSCHERT , of
#193 - 3rd Street, Villa Cerro Lindo
Jose Domingo Espinar, Panama City, Panama
(hereinafter called the
”Consultant”)
OF THE FIRST PART
AND:
CLYVIA INC. , a company incorporated under the
laws of the State of Nevada
(hereinafter called the
“Company”)
OF THE SECOND
PART
WHEREAS:
A.
The Consultant has acted as Secretary of the Company since
June 28, 2005;
B.
The Consultant was appointed as the Chief Executive Officer, Chief
Financial Officer, President and Treasurer of the Company on August
7, 2008;
C.
The Company has been paying the Consultant a consulting fee
of $1,000 per month for acting as the Company’s Secretary;
and
D.
The Consultant and the Company now wish to increase the amount of
the consulting fee paid to the Consultant in recognition of the
additional responsibilities undertaken by the Consultant and to
further define their relationship in accordance with the terms and
conditions of this Agreement.
THIS AGREEMENT WITNESSES
THAT in consideration of
the premises and mutual covenants contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be
legally bound hereby, agree as follows:
1.
DEFINITIONS
1.1
The following terms used in this Agreement shall have the meaning
specified below unless the context clearly indicates the
contrary:
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(a)
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"Consulting Fee"
shall mean the consulting fee
payable to the Consultant at the rate set forth in Section
5.1;
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(b)
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"Board"
shall mean the Board of Directors of
the Company;
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(c)
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"Term" shall mean the term of this Agreement beginning
on the Effective Date and ending on the close of business on the
date of the termination of this Agreement.
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2.
ENGAGEMENT AS A CONSULTANT
2.1
The Company hereby engages the Consultant as a consultant to
provide the services of the Consultant in accordance with the terms
and conditions of this Agreement and the Consultant hereby accepts
such engagement.
3.
TERM OF THIS AGREEMENT
3.1
The term of this Agreement shall become effective and begin as of
the Effective Date, and shall continue until the close of business
on February 28, 2009, unless this Agreement is earlier terminated
in accordance with the terms of this Agreement or extended by the
Board of Directors of the Company.
3.2
If this Agreement is not terminated by February 28, 2009, the term
of this Agreement shall continue on a month-to-month basis until
terminated in accordance with the terms of this
Agreement.
4.
CONSULTING SERVICES
4.1
The Consultant agrees to act as Chief Executive Officer, Chief
Financial Officer, President, Secretary and Treasurer of the
Company and to perform the following services and undertake the
following responsibilities and duties to the Company as consulting
services (the "Consulting Services"):
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(a)
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exercising general direction and
supervision over the business and financial affairs of the
Company;
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(b)
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providing overall direction to
the management of the Company;
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(c)
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reporting directly to board of
directors of Company; and
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(d)
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performing such other duties and
observing such instructions as may be reasonably assigned from time
to time by or on behalf of the board of directors of the Company in
the Consultant’s capacity as Chief Executive Officer, Chief
Financial Officer, President, Secretary and Treasurer, provided
such duties are within the scope of the Company’s business
and implementation of the Company’s business plan.
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4.2
The Consultant shall devote such attention and energies to the
business affairs of the Company as may be reasonably necessary for
the discharge of his duties as Chief Executive Officer, Chief
Financial Officer, President, Secretary and Treasurer, provided,
however, the Consultant may engage in reasonable investment and
other personal activities that do not interfere with the
Consultant's obligations hereunder.
4.3
The Consultant will at all times be an independent contractor and
the Consultant will not be deemed to be an employee of the
Company.
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4.4
The Consultant will perform his duties primarily from Panama, but
will be available to travel to Germany as needed.
5.
CONSULTING FEE
5.1
During the term of this Agreement, the Company shall pay the
Consultant a consulting fee in consideration of the provision of
the Consulting Services equal $5,000 US per month (the "Consulting
Fee").
6.
STOC
