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ENGAGEMENT AGREEMENT

Engagement Agreement

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ARROW RESOURCES DEVELOPMENT INC | Arrow Resources Development Ltd | Hans Karundeng

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Title: ENGAGEMENT AGREEMENT
Governing Law: New York     Date: 5/4/2006
Industry: SVSBUS     Sector: SERVIC

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Engagement Agreement - Hans Karundeng

Exhibit 36

Engagement Agreement

Between Arrow Resources Development Ltd

&

Hans Karundeng

This Consulting Agreement (herein the Agreement) is entered into this 24th day of May 2005 by and between Arrow Resources Development Ltd. (herein “the Company”) and Hans Karundeng (herein “the “Consultant”).

RECITALS

The Consultants, through considerable experience, time and effort, have created and developed a system for providing financial consultancy services (“the Services”) to private and public companies.

The Company desires to obtain the Services of the Consultants and on the basis of previous telephone conversations and meetings between the Company and the Consultants as well as other discussions, preliminary financial statements, initial reports submitted by the Company, and the representations that the Company has made to the Consultants describing the Company and its principals, the present and proposed business activities of the Company, its operations, financial condition and capital structure, and various agreements and documents related thereto, the Consultants are willing to provide such Services to the Company.

Now, therefore, in consideration of the mutual covenants and promises contained herein, the sufficiency of which is hereby acknowledged by each of the parties, the Company and the Consultants hereby agree as follows:

 

I.

ENGAGEMENT

The Company hereby engages and retains the Consultants as Business Consultants/Financial advisors for and on behalf of the Company to perform the Services (as that term is hereinafter defined) and the Consultants hereby accept such appointment on the terms and subject to the conditions hereinafter set forth and agree to use their best efforts in providing such Services.

 

II.

INDEPENDENT CONTRACTOR

A. The Consultants are, and in all respects are deemed to be, independent contractors in the performance of their duties hereunder, any law of any jurisdiction to the contrary notwithstanding.

B. The Consultants will not, by reason of this Agreement or the performance of the Services, be or be deemed to be, an employee, agent, partner, co-venture or controlling person of the Company, and the Consultants will have no power to enter into any agreement on behalf of or otherwise bind the Company.

 

 

 

 

 

 

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      Initials:

 

  

 

  

Consultant ___________________

 

  

 

  

  Company ____________________


C. The Consultant will not have or be deemed to have, fiduciary obligations or duties to the Company and will be free to pursue, conduct and carry on for its own account (or for the account of others) such activities, employments, ventures, businesses and other pursuits as the Consultant in its sole, absolute and unfettered discretion, may elect. The Consultant is not a registered broker dealer or an associated person as such, and does not purport to act in all capacities requiring registration as a broker dealer or associated person.

D. Notwithstanding the above, no activity, employment, venture, business or other pursuit of the Consultants during the term of this agreement will conflict with the Consultants’ obligations under this Agreement or be adverse to the Company’s interests during the term of this Agreement.

 

III.

SERVICES

The Consultants agree to provide the following, hereafter collectively referred to as the “Services”:

A. Advise the Company and/or any of its affiliates, associates, or principals in any and all matters related to the development of a eucalyptus tree plantation in Papua New Guinea. The Consultant will also act as agent for identifying strategic investment opportunities, the development of additional marketing agreements throughout the Asian market and as overall senior adviser to the Company.

B. Best Efforts. The Consultants will devote such time and best effort to the affairs of the Company as is reasonable and adequate to render the consulting services contemplated by this agreement.

C. The Consultants are not responsible for the performance of any services which may be rendered hereunder without the Company providing the necessary information in writing prior thereto, nor will the Consultants include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of a Certified Public Accountant. The Consultants cannot guarantee results on behalf of the Company, but will pursue all reasonable avenues available through its network of contacts. At such time as an interest is expressed by a third party in the Company’s needs, the Consultants will notify the Company and advise it as to the source of such interest and any terms and conditions of such interest. The acceptance and consummation of any transaction are subject to acceptance of the terms and conditions by the Company.

D. In conjunction with the Services, the Consultant agrees to:

 

 

1.

Make itself available for telephone conferences with the principles and/or operating officer(s) of the Company during normal business hours.

 

 

 

 

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Initials:            

 

  

Consultant             

 

  

Company             


 

2.

Advise the Company’s management in market development activities, structuring the nature, extent and other parameters of any private or public transactions introduced by the Consultant and attending meetings with offer(s) to be made to prospective investors, investor groups or their agents.

 

 

3.

Advise the Company’s management in evaluating proposals and participating in negotiations with prospective investors, investor groups or their agents.

 

 

4.

Advise the Company regarding company operations, staffing, strategy, and other issues related to increasing shareholder value as it may reasonably request, consistent with the provisions of this Agreement.

E. The Consultant will furnish, at its expense, all personnel, materials, equipment, office space and services as are necessary for the proper performance of its duties hereunder.

 

IV.

EXPENSES

The Company agrees that:

A. The Company will be responsible for the Consultants’ expenses related to services and consultancy to the Company. Normal and reasonable out-of-pocket expenses include but are not limited to: accounting, printing, long distance communication, express mail, outside other consultants, etc., and other costs involved in the execution of this Agreement. The Consultant must obtain prior written approval for travel or other such arrangements that incur individual costs more than $10,000 (ten thousand dollars) from the Company.

B. Travel, including: airfare (business class), hotel lodging and meals, transportation, etc. will be the responsibility of the Company. The Consultant must obtain prior written approval for travel or other such arrangements that incur individual costs more than $10,000 (ten thousand dollars) from the Company.

C. The Company will designate counsel to prepare the appropriate documents (including subscription and escrow agreement) with regard to the terms of any financial transactions and the closing thereof. The Company is responsible for any and all reasonable expenses associated with the escrow and escrow agent.

D. The Consultant will receive an annual consulting fee of $1,000,000 (One million dollars) for the duration of this agreement. The Consulting fee will commence to be paid (by wire transfer or certified check) on a to be determined basis and commence immediately following the execution of this agreement. Payments of all fees are subject to cash flow.

 

 

 

 

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Initials:            

 

  

Consultant             

 

  

Company             


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