CONSULTING AGREEMENT

Document Sample
CONSULTING AGREEMENT Powered By Docstoc
					                             CLIENT AGREEMENT
This Agreement made and entered into this ____ day of ______ by
 ESICOMPANY represented by its                Managing Director           ____________
___________________ (hereinafter “Consultant”)

And
______ __________________ ___________ ____________ (hereinafter “Client”).

WITNESSTH:

WHEREAS, Client represents that it has humanitarian multimillion project in the Pacific
Rim to cater the growing need of housing, infrastructures, environmental project and food
necessity of his country and Consultant has expertise in the referral of prospective
funding resources to Client for a designated referral fees.

WHEREAS, Client, in reliance on Consultant’s representations, is willing to engage
Consultant as an independent contractor, and not as an employee, on the terms and
conditions set forth herein;

NOW THEREOFRE, in consideration of the obligations herein made and undertaken,
the parties, intending to be legally bound, covenant and agree as follows:

Section 1     SCOPE OF SERVICES

   1.1 Consultant’s shall render such services and deliver the required contracts,
       agreement and supporting documentation concerning the aforementioned services
       for each assignment or project, in accordance with the assignments, timetable and
       milestones set forth and marked, in any signed agreement between both parties. In
       the event either party anticipates at any time that it will not reach one or more
       milestones or complete one or more projects or assignments within the prescribes
       timetable, that party shall immediately inform the other party by written notice,
       submit proposed revisions to the timetable and milestones that reflect best
       estimates of what can realistically be achieved, and continue to work under the
       original timetable and milestones until otherwise agreed between Client and
       Consultant’s. Each Party shall prepared and submit reports of performance and
       progress on each project, as each party may reasonably request from the other
       party from time to time.
   1.2 Client shall provide and make available to Consultant the resources required to
       close transactions called for this Agreement. In any event that the Consultant lack
       sufficient resources to perform said services called by this agreement, Client &
       Consultant shall negotiate an arrangement to provide Consultant the necessary
       resources to complete said services. For billing purposes, these resources shall be
       referred to this agreement as “client paid consulting expenses”. The term
       “transaction(s)“ refers to one or more transactions approved by the Client
      according to the Client written policies provided to the Consultant and signed by
      both parties.
  1.3 Consultant’s work shall generally be performed at Consultant’s home or leased
      office. The work shall be performed in a workmanlike and professional manner
      by the consultant or employees of Consultant having a level of skill in the area
      commensurate with the requirements of the scope of work to be performed.
  1.4 Consultant warrants that if Consultant performs consulting work at Client
      facilities, that Consultant will provide Client with a written record on a periodic
      basis of the times Consultant work was performed at client’s facilities, and client
      resources used. This includes but is not limited to use of the telephone, fax
      machine, copier, computer systems, bookkeeper and secretarial services.
  1.5 Consultant agrees to negotiate in good faith with client concerning claims to fees,
      points & commissions payable and to resolve all issues relating to the payment of
      fees, commissions or points to third parties, prior to release of funds for the
      payment of fees, points & commissions by the client. Consultant shall provide
      banking instructions to client for payment fees, points and commissions to the
      consultant bank account.
               Consultation Fee USD ________
               Fee will be payable together with the signing of this “Client Agreement”.
               This fee includes the processing of your application, preparation for a
               bank presentation, consultation and communications cost.

             Personal Presentation by meeting with your banker and make the
             presentation and/or meet at your bank for the closing, you will be required
             to invite our team of 2 or 3 at your own expense. Such expenses will
             include – but not limited to – airfare, hotel, ground transportation and the
             group daily retainer fees.

  1.6 Anything herein to the contrary notwithstanding, the parties hereby acknowledge
      and agree that client shall have no right to control the manner, means, or method
      by which consultant performs the services called for by this agreement, as long as
      the consultant complies with the client written policies provided to the consultant
      and signed by both parties. Rather, client shall be entitled only to direct consultant
      with respect to the elements of the service to be performed by the consultant and
      the results to be derived, to inform consultant as to where and when such services
      are performed, within reason, providing said instruction provide no conflict of
      interest, or violates any securities regulation, and to review and assess the
      performance of such services by consultant for the limited purposes of assuring
      that such service has been perform and confirming that such results are
      satisfactory, in such manner as to insure the transaction closes in.

Section 2 TERMS OF AGREEMENT

  2.1 This agreement shall commence on the date and year first above written, and
      unless modified by mutual agreement, shall continue until terminated by mutual
      agreement. This agreement shall automatically renew, if and when the client need
      the service of the consultant.
  2.2 This agreement may be terminated by either party upon five business days prior
      written notice, if the other party breached any term hereof and the breaching party
      fails to cure such breach within the five business day period; or any mutually
      agreeable period provided in writing and signed by both parties, provided that,
      notwithstanding the foregoing the cure period for failure of client pay fees and
      charges due hereunder shall be thirty days from the date of receipts by client of
      any notice of breach relating thereto.
  2.3 Upon termination of this agreement for any reason, consultant shall promptly
      return to client any and all materials provided and client shall promptly return to
      consultant, all copies of any data, records, or materials of whatever nature or kind,
      including all materials incorporating the proprietary information of client or
      consultant, respectively. Consultant shall also furnish to client all work in
      progress or portion thereof, including all incomplete work.
  2.4 Within fourteen days of termination of this agreement for any reason, consultant
      shall submit to client and the applicable bank instrument, an itemized invoice for
      any fees or expenses therefore accrued under this agreement. Client, upon
      payment by deposited of the amounts so invoiced shall thereafter have no further
      liability or obligation to consultant whatsoever for any further fees, expenses,
      other payment.

Section 3 FEES EXPENSES, PAYMENTS, TRANSFER & ASSET LEASE

  3.1 In consideration of the services to be performed by consultant, client shall, receive
      a courtesy copy bank instrument in dollars thru swift, and consultant’s acceptance
      of each of the deliverables, instruct the client to pay consultant the fees
      established for each project and incorporated herein by referenced with respect to
      each such deliverables, less company paid consulting expenses.
  3.2 All funds provided for each project transaction shall either be accepted solely by
      client or designated trustee of a beneficiary of the bank instrument, using major
      bank department as custodian, or otherwise place in an attorney trust bank
      account where at least one trustee is an attorney, and least one signatory (on a two
      signatory account) is acceptable by consultant.
  3.3 The client is required to set up trust bank account for the safe keeping of the bank
      instrument to protect the interest of the resources introduce by the consultant.

Section 4 RIGHTS IN DATA & NON-COMPETITIONS CLAUSE

  4.1 As between client and Consultant, except a set forth below in the section 4, all
      rights, title, and interest in and to the Financial System, related data, or materials
      utilized or produced by client in the performance of the services called for this
      Agreement shall remain the property of the client. All rights, title and interest in
      and to resources lists, materials and data produced solely by consultant in the
      performance of the service called for this agreement shall remain the property of
      the consultant.
   4.2 Client shall hold all rights, title, and interest in and to all Deliverables, including
       all rights in copyright that may subsist herein and all Deliverables shall be
       considered work made for hire. Consultant shall mark all Deliverables with client
       copyright or other property notice as directed by client and shall take all action
       deemed necessary by client to protect client rights therein.
   4.3 Consultant and client agree not use the other parties Deliverables, per section 4 of
       this agreement, and proprietary information, per section 5 of this agreement, to
       compete with each other for a period of not less than ten years.
   4.4 In the event that the Deliverables shall be deemed not to constitute works made
       for hire, or in the event that consultant should otherwise, by operation of law, be
       deemed to retain any rights to any Deliverables, Consultant does hereby assign all
       rights, title and interest in any Deliverables to client. Consultant agrees to execute
       any documents of assignment or registration of copyright request by client
       respecting any and all Deliverables.
   4.5 All rights, title, and interest in and to any program, system, data and materials
       furnished to Consultant by Client are and shall remain the property of client.

Section 5 PROCEDURES
           5.1 Loan Structure
                     Project Funding Requirement – USD _____ Million
                     We will increase the amount by about 114% + 6% commission
                        which will be equal _______________.00 USD +/-
                     The Lender will buy a 10 year “Special Certificate of Deposit”
                        (CD) or other acceptable financial instrument from the client
                        bank for the amount of (US$_____________) with a return
                        (yield) of 7% per annum.
                     We will assign the body of the “CD” to the client to pledge to the
                        bank for the client loan i.e. you will offer the “CD” or instrument
                        as the collateral for a loan of an equal amount of the face value
                        i.e. US$______________.
                     The loan – being fully collateralized by the bank’s own “CD” or
                        instrument will be a 8% interest payment only loan. However,
                        The Lender bank has to only approve the project for funding
                        subject to the guarantee of principal. Thus what the lending bank
                        and the borrower agree as to what interest rate the borrower will
                        pay for his loan is between the lender and the borrower.
                     At closing the loan proceed (US$____________) will be
                        distributed as follows:
                           o 50% (US$____________) back to the Fund Provider in
                              consideration for the transfer of the title of the “CD”
                              (principal only portion) to the project which in turn you
                              will pledge back to the lender Bank as the collateral for
                              your loan.
                           o 6% (US$__________) total fees and commission.
                           o US$___________ for the project.
         5.2 Presentation Procedure
                  i. Present your project’s Executive Summary or Business Plan to
                     your bank or a bank of your choice. The Bank must be “A” rated
                     or better, or has an up-line prime bank that will sell is the Special
                     “CD” or similar.
                 ii. Ask the banker to review it and see if a loan can be arranged for
                     project.
                iii. If the bank reject your loan application for whatever reason, ask
                     the banker the following question or similar:
                     “Would you consider arranging the loan for my project if I
                     provide 100% CASH collateral to the bank for this
                     transaction?”
                iv. If the banker indicates that he would be interested, explain to the
                     banker our offer.
                 v. When the banker informs you of his ongoing interest in a form of
                     letter, we will communicate with him directly.
                vi. Following our presentation and his due diligence, we will meet
                     with your banker and the closing of your loan should take place.
                     The fund Provider’s clean and clear funds will be wire-transferred
                     from his major bank to your bank and from your bank to your
                     project.

Section 6 PROPRIETARY INFORMATION

  6.1 Consultant acknowledges that in order to perform the services called for in this
      agreement, it shall be necessary for Client to disclose to Consultant certain Trade
      Secret(s) client has developed that at great expense and that have required
      considerable effort of skilled professionals. Consultant further acknowledges that
      the deliverable will of necessity incorporate such Trade Secrets. Consultant agrees
      that it shall not disclose, transfer, use, copy, or allow access to any such trade
      Secrets to any employees or to any third parties, excepting those who have a need
      to know such trade Secret consistent with the requirements, of this Agreement and
      who have undertaken an obligation of confidentiality and limitation of use. In no
      event shall consultant disclose any such Trade Secrets to any competitors of
      Client.
  6.2 As used herein, the term “Trade Secret’s)”, shall mean any financial, scientific or
      technical data, information, design process, procedure, formula, or improvement
      that is commercially valuable to Client and not generally known in the industry.
      The obligation set forth in section as they pertain to Trade Secret(s) shall survive
      this Agreement and continue for so long as the material remain as trade Secret(s).

Section 7 PUBLICITY AND USE OF MARKS

     Consultant shall not at any time use client name or any company trademarks or
     trade name in advertising or publicity without written consent of Client.
Section 8 INDEMNIFICATIONS
       Consultant hereby indemnifies and agrees to hold harmless client from and
       against any and all claims, demands, and actions and any liabilities, damages, or
       expenses resulting there from, including court costs and reasonable attorney fees,
       arising out of or relating to the services performed by Consultant hereunder or the
       warranties made by Consultant pursuant to this agreement.

Section 9 NON-DISCLOSURES AND NON-CIRCUMVENTION AGREEMENT:

   9.1 Definition: “SIGNATORY”- Any one of the signer(s); separately or individually;
       of this agreement; and the signer’s corporation(s), LLC(s), sole proprietorship(s),
       partnership(s), divisions, subsidiaries, agents, consultants, business associates,
       executive officers, principals, professional affiliations, board of director members
       and/or family members with an intimate knowledge and control, directly or
       indirectly, of the signatory’s business, whom may or will assist the assigner,
       directly or indirectly, in the signer’s daily or periodic business activities.
   9.2 Definition: ”ASSOCIATE” – A person’s (legal definition) corporation(s),
       LLC’s), sole proprietorship(s), partnership(s), divisions, subsidiaries, agents,
       consultants, business associates, executive officers, principals, professional
       affiliations, board of director members and/or family members with an intimate
       knowledge and control, directly or indirectly, of the person’s business. The
       “associate” is not a “signatory” but must be associated, in some manner of form,
       with only one of the signatories in business. An ”associate” may also called an
       “introduced entity”, only if unknown to the other signatory.
   9.3 Definition: “INTRODUCED ENTITY” – Introduced banks, lending institutions,
       trust, escrow companies, corporations, organizations, banking institutions,
       financial institutions, brokers, broker/dealers, lenders, borrowers, buyers, seller
       associates, and/or individuals, introduced by one signatory to the other signatory
       either individual, separately or by an associate, whom was not otherwise
       conducting business with the introduced signatory, prior to the time of
       introduction. An (independently verifiable) invoice, contract, agreement or legal
       document must be provided by fax, courier or telex, swift, to the introduced
       signatory, for this to be valid exemption.
   9.4 Definition: “IDENTITY” – Telephone numbers, addresses, telex numbers, KTT
       information, Swift Information, fax numbers et al of the introduced entity or
       introduced associate of the introduced entity.
   9.5 This is to confirm that each of the named signatories, separately or individually,
       and their associates hereby agree that they will not make any contact with or
       otherwise involve in any transaction with any introduced entity without either
       permission of the introducing signatory or other agreement signed by the
       signatories allowing said contract. A merger agreement, trust agreement,
       consulting agreement or escrow agreement (‘document”), executed prior to the
       meeting of the signatories, and provided to all signatories at the time of signature
       of this agreement, shall constitute said permission, if the agreement provides
       general procedures on how a business transaction is to be conducted between the
      signatories and how the signatories are to receive compensation. Any other signed
      agreement between the signatories providing a general procedural outline and
      compensation arrangements for the signatories for any business activity shall
      satisfy the terms and conditions of this agreement. If a signatory circumvent the
      other signatories, and receives securities, tangible or intangibles asset, tax
      benefits, profit, income, commissions or fess (“assets”), as result of that
      circumvention, that signatory is liable for full payment and/or release of those
      particular assets, to the signatories representing the other party(ies), upon receipt
      of the assets by a trustee, the signatory or an associate.
  9.6 This agreement is effective on the signatories’ heirs, assignees, and designees.
      The signatories hereby confirm that the identities of the introduced entity are
      currently the property of the introducing signatories and shall remain so for the
      duration of the agreement. The signatories hereby agree to keep completely
      confidential the names of any introduced entity. Such entity shall remain
      confidential during the duration of this agreement, and during the duration of the
      transaction. Each signatory agrees to discuss this information among the
      signatories to determine as to what information is to be disclosed and what
      procedure will be used for the disclosure.
  9.7 Communication: the parties agrees that all communication and documentation
      exchange shall be done only on the approved and official email address for the
      Consultant: esicompany@yahoo.com and Client: ____________________, only
      this email address shall be honored and considered valid. Any other email address
      is not valid and the documentation and communication for the party involved
      generated by this email is null and void.


Section 10 LIMITATION OF LIABILITY

     Except, as provided in section 8 hereof, in no event shall either party be liable to
     the other for any consequential damages or lost profits of the other party.

Section 11 MISCELLANEOUS

     11.1    Either party shall not assign, transfer, or subcontract this Agreement or
             any of its obligation hereunder without the prior written consent of the
             other party; provided, however, that Consultant may assign it right to
             receive payment hereunder to such third parties as Consultant may
             designate upon advance written notice to Client of not less than five
             business days prior to payment.
     11.2    This Agreement shall be governed and construed in all respects in
             accordance with the substantive laws of the Consultant Country domiciled
             and Client Country domiciled.
     11.3    The parties are and shall be independent contractors to one another, and
             nothing herein shall be deemed to cause this Agreement to create an
             agency, partnership, or joint venture between the parties Except as
             expressly provided in this Agreement, Client shall not be liable for any
                debts, accounts obligations, or other liabilities whatsoever of Consultant,
                including (without limitation) Consultants obligation to withhold Social
                Security and income taxes for itself or any of its employees.
         11.4   A Consultant shall, upon mutual agreement and upon written request, at its
                sole expense, obtain and carry in full force and effect, during the term of
                this Agreement, insurance coverage of the types and in the amounts
                required to protect the Consultant and the Client’s interests.
         11.5   All remedies available to either party for one or more breaches by the
                other party are and shall be deemed cumulative and may be exercised
                separately or concurrently without waiver of any other remedies. The
                failure of either parts to act on a breach of this Agreement by the other
                shall not be deemed a waive of such breach of this Agreement by the other
                shall be in writing and signed by party against whom enforcement is
                sought.
         11.6   All notices required or permitted hereunder shall be written addressed to
                the respective parties as set forth herein, unless another address shall have
                been designated, and shall be delivered by hand or registered or certified
                mail, postage prepaid.
         11.7   This Agreement constitutes the entire agreement of the parties, hereto and
                supercedes all prior representations, proposals, discussions, and
                communications, whether oral or in writing. This Agreement may be
                modified only in writing and shall be enforceable in accordance with its
                term when signed by the party sought to be bound.

IN WITNESS WHEREOF, the Client has caused this Agreement to executed by their
duly authorized representatives on the _____ day of ______2009.

Client                                                        Consultant

By:                                                   By:


____________________________                          _________________________

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:50
posted:10/1/2012
language:Unknown
pages:8