EXPENSES IN THE NAME OF THE COMPANY PROVIDED THAT SUCH EXPENSES RELATE SOLELY TO
THE CARRYING OUT OF THE SERVICES.
THE CONTRACTOR WILL IMMEDIATELY FORWARD ALL
INVOICES FOR EXPENSES INCURRED ON BEHALF OF AND IN THE NAME OF THE COMPANY AND
THE COMPANY AGREES TO PAY SAID INVOICES DIRECTLY ON A TIMELY BASIS.
2.2
REGULATORY COMPLIANCE.
THE CONTRACTOR AGREES TO COMPLY
WITH ALL APPLICABLE SECURITIES LEGISLATION AND REGULATORY POLICIES IN RELATION
TO PROVIDING THE SERVICES, INCLUDING BUT NOT LIMITED TO UNITED STATES SECURITIES
LAWS (IN PARTICULAR, REGULATION FD) AND THE POLICIES OF THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION.
2.3
PROHIBITION AGAINST INSIDER TRADING.
THE CONTRACTOR
HEREBY ACKNOWLEDGES THAT THE CONTRACTOR IS AWARE, AND FURTHER AGREES
THAT THE
CONTRACTOR WILL ADVISE THOSE OF ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
WHO MAY HAVE ACCESS TO CONFIDENTIAL INFORMATION, THAT UNITED STATES SECURITIES
LAWS PROHIBIT ANY PERSON WHO HAS MATERIAL, NON-PUBLIC INFORMATION ABOUT A
COMPANY FROM
PURCHASING OR SELLING SECURITIES OF SUCH A COMPANY OR FROM
COMMUNICATING SUCH INFORMATION TO ANY OTHER PERSON UNDER CIRCUMSTANCES IN WHICH
IT IS REASONABLY FORESEEABLE THAT SUCH PERSON IS LIKELY TO PURCHASE OR SELL SUCH
SECURITIES.
3
ARTICLE III
COMPANY'S AGREEMENTS
3.1
COMPENSATION.
THE CONTRACTOR SHALL RECEIVE PAYMENT OF US $500 PER MONTH,
PAYABLE ON THE LAST DAY OF EVERY MONTH, AS COMPENSATION FOR PROVIDING THE
SERVICES PURSUANT TO THE TERMS OF THIS AGREEMENT.
THE CONTRACTOR SHALL BE PAID
THE FULL $500 FOR THE MONTH OF MARCH 2013, ON MARCH 31, 2013.
3.2
INFORMATION.
SUBJECT TO THE TERMS OF THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION ARTICLE V HEREOF, AND PROVIDED THAT THE CONTRACTOR
AGREES THAT IT WILL NOT DISCLOSE ANY MATERIAL NON-PUBLIC INFORMATION TO ANY
PERSON OR ENTITY, THE COMPANY SHALL MAKE AVAILABLE TO THE CONTRACTOR SUCH
INFORMATION AND DATA AND SHALL PERMIT THE CONTRACTOR TO HAVE ACCESS TO SUCH
DOCUMENTS AS ARE REASONABLY NECESSARY TO ENABLE IT TO PERFORM THE SERVICES UNDER
THIS AGREEMENT.
THE COMPANY ALSO AGREES THAT IT WILL ACT REASONABLY AND
PROMPTLY IN REVIEWING MATERIALS SUBMITTED TO IT FROM TIME TO TIME BY THE
CONTRACTOR AND INFORM THE CONTRACTOR OF ANY MATERIAL INACCURACIES OR OMISSIONS
IN SUCH MATERIALS.
ARTICLE IV
DURATION, TERMINATION AND DEFAULT
4.1
EFFECTIVE DATE.
THIS AGREEMENT SHALL BECOME EFFECTIVE AS
OF MARCH 1, 2013 (THE "EFFECTIVE DATE"), AND SHALL CONTINUE FOR A PERIOD OF 12
MONTHS THEREAFTER (THE "TERM") OR UNTIL EARLIER TERMINATED PURSUANT TO THE TERMS
OF THIS AGREEMENT.
4.2
TERMINATION.
WITHOUT PREJUDICING ANY OTHER RIGHTS THAT
THE COMPANY MAY HAVE HEREUNDER OR AT LAW OR IN EQUITY, THE COMPANY MAY
TERMINATE THIS AGREEMENT IMMEDIATELY UPON DELIVERY OF WRITTEN NOTICE TO THE
CONTRACTOR IF:
(A)
THE CONTRACTOR BREACHES SECTION 2 OF THIS AGREEMENT;
(B)
THE CONTRACTOR BREACHES ANY OTHER MATERIAL TERM OF THIS AGREEMENT AND SUCH
BREACH IS NOT CURED TO THE REASONABLE SATISFACTION OF THE COMPANY WITHIN THIRTY
(30) DAYS AFTER WRITTEN NOTICE DESCRIBING THE BREACH IN REASONABLE DETAIL IS
DELIVERED TO THE CONTRACTOR;
(C)
THE COMPANY ACTING REASONABLY DETERMINES THAT THE CONTRACTOR HAS ACTED,
IS ACTING OR