|
|
|
|
Document Preview Consulting Services Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Consulting Services Agreement |
|||
|
Entities: |
||||
|
Date: |
2007 |
|||
|
Size: |
Preview shows 13KB of 55KB total |
|||
|
Price: |
$46 |
|||
|
ID: |
#2976246 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
CORPORATE DEVELOPMENT
CONSULTING SERVICES AGREEMENT
Between:
I-Level Media Group Incorporated
And:
Pacific Investor Relations Corp
__________
- 2 -
CORPORATE DEVELOPMENT
CONSULTING SERVICES AGREEMENT
THIS CORPORATE DEVELOPMENT CONSULTING SERVICES AGREEMENT is made and dated for reference as fully executed on this 1st day of April, 2007.
BETWEEN:
I-Level media group incorporated
(the "Company");
OF THE FIRST PART
AND:
PACIFIC Investor Relations Corp.
, a company incorporated under the laws of the Province of British Columbia, Canada, and having an address for notice and delivery located at #253-280 Nelson Street, Vancouver, British Columbia, Canada, V6B 2E2(the "Consultant");
OF THE SECOND PART
(the Company and the Consultant being hereinafter singularly also referred to as a "Party" and collectively referred to as the "Parties" as the context so requires).
WHEREAS:
A. The Company is presently a reporting development stage company duly incorporated under the laws of the State of Nevada, U.S.A., and has its common shares listed for trading on the United States over-the-counter bulletin board market under the symbol ILVL;
B. The Company owns a wholly-owned company called I-Level Media Systems, a limited liability company incorporated under the International Business Act of the British Virgin Islands on May 28, 2003. I-Level Media Systems has been the sole investor and owner of i-level Softcomm, a wholly foreign owned enterprise formed under the laws of the PRC, since August 12, 2004. i-level Softcomm is a development stage company that is devoting substantially all of its efforts to establishing a new business in the PRC which involves selling out-of-home video advertising timeslots on its network of flat-panel video advertising display units ("ADUs") installed in taxis being a "Project" herein), and it is the Company's present intention to seek assistance in procuring potential financiers, purchasers, acquisition targets and/or joint venture development partners in connection with the financing and further development of all such Projects;
C. The Consultant specializes in providing various corporate development services to companies and their principals and in assisting such reporting companies in securing various corporate development alternatives, and the Company is hereby desirous of retaining the Consultant as a consultant and advisor, and the Consultant is hereby desirous of accepting such positions, on a non-exclusive basis, in order to provide such related services to the Company (collectively, the "Services") in furtherance thereof;
- 3 -
D. In consideration of the Consultant's within agreement to act as the Company's non-exclusive consultant and advisor in providing the Services, and in soliciting offers from and in assisting in the negotiations with, potential Project financiers, purchasers, acquisition targets and/or joint venture development partners in order to effect a proposed transaction in connection with any such Project, the Company has hereby agreed that the Consultant shall be entitled to the consulting fee contemplated hereunder all on the terms and conditions as set forth in this agreement (the "Agreement"); and
E
. Since the introduction of the Parties hereto the Parties hereby acknowledge and agree that there have been various discussions, negotiations and understandings between them relating to the proposed terms and conditions of the contemplated Services and the proposed consulting fee resulting therefrom and, correspondingly, that it is their intention by the terms and conditions of this agreement (the "Agreement") to hereby replace, in their entirety, all such prior discussions, negotiations, understandings and agreements and, furthermore, to clarify their respective duties and obligations with respect to the same all in accordance with the terms and conditions of this Agreement;
. NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
Article I
DEFINITIONS, SCHEDULE AND INTERPRETATION
1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following words and phrases shall have the following meanings:
(a) "Agreement" means this Corporate Development Consulting Services Agreement as from time to time supplemented or amended by one or more agreements entered into pursuant to the applicable provisions hereof;
(b) "Arbitration Rules" means the British Columbia Commercial Arbitration Act, R.S.B.C. 1996, as amended, as set forth in Article "9" hereinbelow;
(c) "Board of Directors" means the Board of Directors of the Company as duly constituted from time to time;
(d) "business day" means any day during which Canadian Chartered Banks are open for business in the City of Vancouver, Province of British Columbia;
(e) "Company" means I-Level Media Group Incorporated, a company incorporated under the laws of the State of Nevada, U.S.A., or any successor company, however formed, whether as a result of merger, amalgamation or other action;
(f) "Company's Non-Renewal Notice" has the meaning ascribed to it in section "3.2" hereinbelow;
- 4 -
(g) "Consultant" means Pacific Investor Relations Corp., a company incorporated under the laws of the Province of British Columbia, Canada, or any successor company, however formed, whether as a result of merger, amalgamation or other action;
(h) "Consulting Fee" has the meaning ascribed to it in section "4.1" hereinbelow.
(i) "Effective Date" has the meaning ascribed to it in section "3.1" hereinbelow;
(j) "Effective Termination Date" has the meaning ascribed to it in each of sections "3.3", "3.4", "3.5" and "5.3" hereinbelow;
(k) "Expenses" has the meaning ascribed to it in section "4.2" hereinbelow;
(l) "Indemnified Party" has the meaning ascribed to it in section "7.1" hereinbelow;
(m) "Initial Term" has the meaning ascribed to it in section "3.1" hereinbelow;
(n) "Notice of Termination" has the meaning ascribed to it in each of sections "3.3", "3.4", "3.5" and "5.3" hereinbelow;
(o) "Party" or "Parties" means the Company and/or the Consultant hereto, as the context so requires, together with their respective successors and permitted assigns as the context so requires;
(p) "Project" has the meaning ascribed to it in recital "B" hereinabove;
(q) "Property" has the meaning ascribed to it in section "5.4" hereinbelow;
(r) "Regulatory Approval" means the acceptance for filing, if required, of the transactions contemplated by this Agreement by the Regulatory Authorities;
(s) "Regulatory Authority" and "Regulatory Authorities" means, either singularly or collectively as the context so requires, such regulatory agencies who have jurisdiction over the affairs of the Company and/or the Consultant and including, without limitation, and where applicable, the British Columbia Securities Commission, the United States Securities and Exchange Commission and all regulatory authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated by this Agreement; and
|
End of Preview |
Home Intelligence Services Subscriptions News About Us