Consulting Agreement - Madden Consulting Inc. and Axiom Pharmaceuticals Inc.
CONSULTING AGREEMENT
This is an agreement dated and effective this 3rd day of April, 2003 by
and between Madden Consulting, Inc (hereinafter referred to as The Company), and
Axiom Pharmaceuticals, Inc. (OTCBB: AXIM), whose address is 8324 Delgany Avenue,
Playa del Rey, CA 90293 (hereinafter referred to as The Client).
RECITALS
I. The Client desires to obtain consulting services from The Company as
more particularly described herein ("Scope of Services and Manner of
Performance").
II. The Company is in the business of providing such consulting
services and has agreed to provide the services on the services on the terms and
conditions set forth in this agreement.
Now, therefore, in consideration of the faithful performance of the
obligations set forth herein and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, The Company and The
Client hereby agree as follows.
TERMS
1. Scope of Services. The Company will perform financial consulting for and on
behalf of The Client in relation to interactions with broker-dealers,
shareholders and members of the public and will consult with and advise The
Client on matters pertaining to corporate exposure/investor awareness, business
modeling and development and the release of press materials, and can perform
services including:
A. Telephone marketing/advertising campaigns
B. Internet marketing/advertising campaigns
C. Road-show presentations
D. Investor conference calls
E. Media submissions
2. Manner of performance. It is intended that The Company will provide research
on AXIM and distribute company materials to institutions, portfolio managers,
broker-dealers, financial advisors and other persons whom The Company determines
in its sole discretion, are capable of disseminating such information to the
general public. The Company will also advice The Client concerning marketing and
promotional matters relating to its business. The Company will act upon The
Client's behalf in the investment community, with existing shareholders, and the
public. It is expressly agreed and acknowledged that The Company will not be
expected to provide investment advice or recommendations regarding AXIM to
anyone. The Company will focus on contacting with information concerning AXIM.
Additionally, The Company shall be available for advice and counsel to the
officers and directors of AXIM at such reasonable and convenient times and
places as may be mutually agreed upon. Except as aforesaid, the time, place and
manner of performance of the services hereunder, including the amount of time
allocated by The Company, shall be determined athe sole discretion of The
Company.
3. Status of Consultant. The Company shall act as an independent Consultant and
not as an agent or employee of The Client and The Company shall make no
representation as an agent or employee of The Client. The Company shall furnish
insurance and be responsible for all taxes as an independent Consultant. The
Company shall have no authority to bind The Client or incur other obligations on
behalf of the client. Likewise, The Client shall have no authority to bind on
incur obligations on behalf of The Company.
4. Disclosure of Material Events. The Client agrees to promptly disclose to The
Company those events/discoveries which are known and/or anticipated that may or
conceivably may have an impact on the stock, business operations, future
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business, or public perception of AXIM, as this has material impact on the
ability and effectiveness of The Company and service rendered. It shall be
understood that excluded from this disclosure shall be information deemed to be
non-public or "inside" information.
The Company that The Client considers to be secret, proprietary or non-public
and so notifies The Company. The Company agrees to hold said information in
confidence. Proprietary information shall be used by The Company only in
connection with services rendered under this Agreement. Proprietary information
shall not be deemed to include information that a) is in or becomes in the
public domain without violation of this Agreement by The Client, or b) is
rightfully received from a third entity having no obligation to The Client and
without violation of this Agreement. In reciprocal, The Client agrees to hold
confidential all trade secrets of and methods employed by The Company in
fulfillment of services rendered.
6. Indemnification. The Client agrees to indemnify and hold harmless The Company
against any losses, claims, damages, liabilities and/or expenses (including any
legal or other expenses reasonably incurred in investigating or defending any
action or claim in respect thereof) to which The Company may become subject,
because of the actions of The Client or its agents. Likewise, The Company agrees
to indemnify and hold harmless The Client against any losses, claims, damages,
liabilities and/or expenses (including any legal or other expenses reasonably
incurred in investigating or defending any action or claim in respect thereof)
to which The Client may become subject, because of the actions of The Company or
its agents. The Company is willing and capable of providing services on a "Best
Efforts" basis. Payment by The Client to The Company is irrevocable and
7. Conflict of Interest. The Company shall be free to perform services for other
persons. The Company will notify The Client of its performance of consulting
services for any other Client that could conflict with its obligations under
this agreement.
8. Term. Refer to Schedule A.
9. Payment. Refer to Schedule B.
10. Payment Instructions. Refer to Schedule C.
11. Severability. This agreement may be dissolved at any time at the express
consent of both parties. In the event any part of this agreement shall be held
to be invalid by any competent court or arbitration panel, this agreement shall
be interpreted as if only that part is invalid and that the parties to this
agreement will continue to execute the rest of this agreement to the best of
their abilities unless both parties mutually consent to the dissolution of this
agreement.
This agreement shall be interpreted in accordance with the laws of the
State of Washington. This agreement and attached schedules constitutes the
entire contract of the parties with respect to the matters addressed herein and
no modifications of this agreement shall be enforceable unless in writing signed
by both The Company and The Client. This agreement is not assignable by either
party without the consent of the other.
In witness whereof The Company and The Client have caused this
agreement to be executed on the date indicated in Schedule A.
SCHEDULE A
Term of Commitment
The Company shall perform consulting services for The Client for 6 months, which
shall begin upon execution, by all parties, of this agreement.
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SCHEDULE B
Payment
$10,000.000 USD- and 150,000 restricted shares of Axiom Pharmaceutical (OTCBB:
AXIM) with piggy-back registration rights at next registration.
SCHEDULE C
Payment shall be made via wire or check sent to:
Madden Consulting, Inc.
37323 17 Ave S
Federal Way, WA 98003
Wire instructions: Omitted in Filing
Axiom Pharmaceutical, Inc.
Authorized person /S/ Douglas MacLellan Title VICE CHARMAN Date 4-20-2003
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I hereby certify that I agree to the terms of the contact above and am
authorized to enter into a binding contract.
Madden Consulting, Inc.
Authorized person /s/ Tom Madden Title Date
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I hereby certify that I agree to the terms of the contract above and am
authorized to enter into a binding contract.
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