Consulting Agreement - Quest Net Corp. and Internet Strategy Group Ltd.
INTERNET STRATEGY GROUP LTD.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made as of the 15th day
of March 2000, by and between Quest Net Corp., a Florida the Company,
(hereinafter referred to as the "Company") and Internet Strategy Group Ltd.,
(hereinafter referred to as "Consultant").
RECITALS:
The Company is a telecommunication company, with its primary business
focusing on wireless Internet sales and operations.
Consultant, through its employees has certain expertise, experience,
and capabilities in the telecommunication business.
The Company desires to retain the services of Consultant, and
Consultant has agreed to provide consulting services for the Company on the
terms and conditions contained herein.
NOW THEREFORE, in consideration of the promises herein contained and
the following provisions, the parties agree to be legally bound as follows:
1. STATUS OF CONSULTANT. The Company hereby retains Consultant, and
Consultant hereby accepts such appointment by the Company, upon the terms and
conditions set forth herein. Consultant is an independent contractor and
Consultant will not be considered an employee of the Company for any purpose
whatsoever.
2. NATURE OF EMPLOYMENT. Consultant, will perform consulting and
advisory services on behalf of the Company on an as-needed basis, not to exceed
60 hours per months. Consultant's duties will consist of providing advice and
consultation with respect to all matters relating to or affecting the
telecommunications business. In addition, Consultant will provide assistance to
the Company with regard to new business ventures, evaluating and negotiating
potential mergers, acquisitions, and other similar transactions, providing
advice to the Company and its lawyers concerning corporate financing issues and
corporate structure. Consultant will provide such assistance on an as-needed
basis at the request of the Company's chief executive officer, other officers,
and employees. Consultant will respond to all telephone calls from the
aforementioned persons within a period of 24 hours from the time the call was
placed. In addition, Consultant will meet with management from time to time, if
requested by the Company. As a part of Consultant's services, it shall review
the findings of employees of the Company concerning telecommunications matters
and make suggestions. Consultant shall not enter into any agreement or contract
on behalf of the Company, or commit the Company to any obligation without the
prior approval of the Company.
3. TERM OF EMPLOYMENT. Unless earlier terminated in accordance with
other provisions contained herein, the term of this Agreement shall be 24 months
commencing on the 15th day of March 2000 and expiring on April 1. 2002.
<PAGE> 2
4. PLACE OF WORK. Consultant's services will be rendered largely at 244
Cape Road, Mill Park, Port Elizabeth, South Africa or from its offices in San
Jose, California or London England, but Consultant will, on request, come to the
Company or other places designated by the Company, to meet with representatives
of the Company.
5. EFFORTS OF CONSULTANT. Consultant shall devote its best efforts and
skill to the performance of its duties as a Consultant to the Company's
business. Consultant shall faithfully and diligently discharge its duties and
responsibilities and shall exert its best efforts and abilities to maintain and
preserve good relationships with suppliers, advertisers, customers, lessors,
governmental agencies, and others having business dealings with the Company.
6. COMPENSATION. The Company shall pay to Consultant and Consultant
agrees to accept from the Company, in full payment for Consultant's services
hereunder, a monthly consulting fee of Twenty Thousand and 00/100 Dollars
($20,000.00) during the first and $24,000 the second year plus 60,000 shares of
Quest Net annually, to be issued every quarter in advance. Such fee shall be
paid on the first of the month. The Company shall determine the work to be done
by the Consultant, but the Consultant shall determine the legal means by which
it accomplishes the work specified by the Company. The Company is not
responsible for withholding, and shall not withhold, FICA or taxes of any kind
from any payments that it owes the Consultant. Neither the Consultant nor its
employees shall be entitled to receive any benefits which employees of the
Company are entitled to receive and shall not be entitled to workers'
compensation, unemployment compensation, medical insurance, life insurance, paid
vacations, paid holidays, pension, profit sharing, or Social Security on account
of their work for the Company.
Consultant shall be entitled to receive an amount equal to 2% of any
equity or debt financing consummated by the Company and introduced by or
procured through the efforts of Consultant.
Consultant shall be entitled to receive an amount equal to 2% of the
value of any acquisition or merger consummated by the Company and introduced by
or procured through the efforts of Consultant.
In addition to any compensation received pursuant to this Section, the
Company will reimburse or advance funds to the Consultant for all reasonable
travel, entertainment and miscellaneous expenses incurred in connection with the
performance of his duties under this Agreement, provided that the Consultant
properly accounts for such expenses to the Company in accordance with the
Company's practices.
7. TERMINATION BY THE COMPANY.
(a) The Company may terminate the Consultant's engagement
pursuant to the terms of this Agreement without cause. Such termination
will become effective upon the date specified in such notice, provided
that such date is at least 60 days from the date of such notice. Upon
any such termination without cause:
(i) for a period equal to the remaining term of this
Agreement, had Consultant's engagement not been terminated,
the Company will continue to pay the Consultant its
compensation pursuant to Section 6.
2
<PAGE> 3
(b) The Company may terminate this Agreement at any time for
cause by given written notice of termination. Such termination will
become effective upon the giving of such notice, except that
termination based upon clause (v) below shall not become effective
unless the Consultant shall fail to correct such breach within 10 days
of receipt of written notice thereof provided pursuant to the preceding
sentence. Upon any such termination for cause, the Consultant shall
have no right to compensation, under Section 6, for any period
subsequent to the effective date of termination. For purposes of this
Section 7, "cause" shall mean: (i) the Consultant is convicted of a
felony which is related to the Consultants business or the business of
the Company; (ii) the Consultant in carrying out his duties hereunder,
has been found in a civil action to have committed willful gross
negligence or willful gross misconduct resulting, in either case, in
material harm to the Company; (iii) the Consultant misappropriates
Company funds or otherwise defrauds the Company; (iv) the Consultant
materially breaches any provision of Section 8 and (v) the Consultant
materially fails to perform his duties under Section 2.
8. PROTECTION OF TRADE SECRETS, NON-COMPETITION.
(a) Consultant acknowledges that during the course of his association
and employment with the Company he will be in contact with suppliers,
advertisers, customers and others having dealings with the Company and will have
access to trade secrets and other confidential information with regard to the
business, operations, properties, accounts, books and records, sales, know-how,
techniques, profits, customers, advertisers, suppliers, cost data, processes,
procedures, pricing and other corporate activities of the Company (herein "Trade
Secrets"). Consultant recognizes and agrees that the disclosure or improper use
of such Trade Secrets to parties other than the Company will cause serious and
irreparable injury to the Company. Accordingly, as an inducement for the Company
to enter into this Agreement, Consultant makes the following additional
agreements and commitment to the Company.
(i) NON-DISCLOSURE OF TRADE SECRETS.
Consultant shall, at all times, keep secret and
inviolate all Trade Secrets of the Company which Consultant now knows
or may hereafter come to know.
(ii) NON-REMOVAL.
Consultant shall at no time copy, remove from the
Company's premises or retain without the Company's prior consent, any
Trade Secrets, including, but not limited to, the Company's unpublished
records, agreements, books and accounts, corporate documents, work
papers, correspondence, customer lists, memoranda or copies or extracts
from any of the foregoing, except as is required in the normal
operation of the Company's business.
3
<PAGE> 4
(b) NON-COMPETITION. Subject to the provisions hereinafter set forth,
Consultant agrees that for the term of this Agreement, he will not perform or
offer or agree to perform services of the same or a similar nature to those
performed under this Agreement for any other telecommunications company that
sells or markets products or services that are competitive with the products or
services offered by the Company, within any metropolitan area in the United
States that the Company is then engaged in the offer and sale of competitive
products or services; provided, however, the foregoing shall not prevent
Consultant from accepting employment with an enterprise engaged in two or more
lines of business, one of which is the same or similar to the Company's business
(the "Prohibited Business") if Consultants employment is totally unrelated to
the Prohibited Business; provided, further, the foregoing shall not prohibit
Consultant from owning up to 5% of the securities of any publicly-traded
enterprise provided Consultant is not an employee, director, officer, consultant
to such enterprise or otherwise reimbursed for services rendered to such
enterprise. Provided, however, that should the Company be declared insolvent,
file for bankruptcy, become unable to continue operations for any reason or, be
found to be in violation of any provisions contained herein, the Consultant
shall be released from the provisions of this Section 8.
(c) SOLICITATION OF CUSTOMERS. During period in which the provisions of
Section 8 shall be in effect, the Consultant directly or indirectly, will not
seek Prohibited Business from any Customer (as defined below) on behalf of any
enterprise or business other than the Company, refer Prohibited Business from
any Customer to any enterprise or business other than the Company or receive
commissions based on sales or otherwise relating to the Prohibited Business from
any Customer, or any enterprise or business other than the Company. For purposes
of this Section 8, the term "Customer" means any person, firm, corporation,
partnership, association or other entity to which the Company or any of its
affiliates has transacted business with, sold, purchased or provided goods or
services to during the term of this Agreement.
(d) NO PAYMENT. The Consultant acknowledges and agrees that no separate
or additional payment will be required to be made to him in consideration of his
undertakings in this Section 8. The Consultant agrees that the provisions in
these paragraphs of Section 8 are reasonably necessary for the protection of the
Company's business; that they are not unreasonably restrictive of his rights;
and that he feels that any of these restriction placed upon him are not
prejudicial to the public interest.
(e) REMEDIES. It is mutually agreed that the remedy at law for any
breach by Consultant of the foregoing subparagraphs of this Section 8 will be
inadequate, and the Company shall be entitled to seek injunctive relief
enforcing same in addition to any provisions of this Agreement.
4
<PAGE> 5
9. COPYRIGHT. It is understood and agreed that the Company shall have
the entire, exclusive and worldwide right, title and interest in and to any and
all programs, program contents, scripts, tapes, broadcasts, recordings and other
material or matters produced or created by Consultant or involving Consultant's
services hereunder, it being mutually understood and agreed that the legal title
to all such works and matters and all secondary and derivative rights therein
shall be held by The Company which shall have the right to copyright the same
and apply for copyright registrations and renewals thereof and to make whatever
use thereof the Company deems advisable.
10. GENERAL PROVISIONS.
(a) INVALIDITY OF PROVISIONS. In the event that any provision or
portion of a provision of this Agreement shall be held to be unreasonable or
unenforceable by reason of the geographic or business scope of the duration
thereof, or for any other reason, then in such event, such provision, or portion
thereof shall nevertheless be effective and enforceable to the extent determined
reasonable. Such unenforceability shall attach to such provision or portion
thereof only to the extent of the specific finding of unenforceability, and in
all other respects such provision or portion thereof shall be deemed
enforceable, it being the intention of the parties that this Agreement be
construed in all respects as if such invalid or unenforceable provision were
omitted.
(b) NON-ASSIGNABILITY. This Agreement is personal and shall not be
assignable by Consultant. Also, this Agreement shall be assignable by The
Company to any person or entity that acquires the entire assets of the Company.
(c) APPLICABLE LAW. The local laws of the State of Florida shall govern
this Agreement and the rights of the parties.
(d) WAIVER OF BREACH. The waiver by The Company of a breach of any
provision of this Agreement by Consultant shall not operate or be construed as a
waiver of any subsequent breach by Consultant.
(e) NOTICE. Any notice, election or other communication required or
permitted to be given to a party pursuant to this Agreement shall be in writing
and shall be determined to have been duly given when delivered by hand or sent
by United States certified mail, return receipt requested, postage prepaid, as
follows:
As to Consultant: Internet Strategy Group Ltd.
244 Cape Road
Mill Park
Port Elizabeth, South Africa 6001
As to The Company: Quest Net Corp.
299 NE 191st Street
PH-8
Aventura, FL 33`80
5
<PAGE> 6
Either party may change his or its address for the purpose of this
paragraph by written notice given in the manner herein provided.
(f) ENTIRE UNDERSTANDING. This Agreement shall constitute the entire
understanding between the parties with reference to the subject matter hereof,
shall supersede all prior understandings or agreements, whether oral or written
and shall not be altered, modified, or discharged except in a writing signed by
the parties.
(g) BENEFIT OF PARTIES. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of Consultant and his
personal representatives and the Company, its successors and permitted assigns.
(h) RIGHT TO CONTRACT. The parties represent and warrant that each has
the right to enter into this Agreement and to assume all obligations and grant
all rights herein and that Consultant has neither made nor will make any
contractual or other commitments which are in conflict with this Agreement.
(i) LITIGATION. In the event of any cause of action, arbitration or
litigation arising hereunder, all costs and reasonable attorney's fees of the
prevailing party, including, without limitation, attorney's fees and costs at
all administrative and appellate levels and in all bankruptcy proceedings, shall
be paid by the other party.
(j) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, by original or facsimile signature, all of which shall be deemed
an original, but all of which shall be deemed to constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.
Internet Strategy Group, Ltd.
By:/s/ Tortola Corporation Company Limited Director
Quest Net Corp.
By: /s/ Charles Wainer, President
------------------------------------------------
Title
6