EXHIBIT 10
CONSULTING AGREEMENT
This Agreement is made this ___________ day of January 2003 by and between
_____________________________________ (Name of Consultant)("Consultant") with
offices at ____________________________________________________ (Adddress) and
Universe2U Inc., a Nevada corporation with offices at 8500 Leslie Street, Suite
500, Thornhill, Ontario L3T 7M8, Canada (the "Company").
W I T N E S S E T H:
In consideration of the mutual promises and other consideration described
herein, the parties hereto agree that the Consultant will provide to the
Company, consulting services in connection with the Company's business. The
Consultant is willing to undertake to provide such services as hereinafter fully
set forth:
1) Engagement
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The Company hereby engages the Consultant to render services as a
Consultant upon the terms and for the period provided herein.
2) Services to be provided by Consultant
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Consultant shall advise the Company from time to time with respect to the
operation of the Company's business, including but not limited to
consulting with respect to corporate organization and structure, expansion
of services, acquisitions and business opportunities, corporate filings,
market strategies, and strategic relationships and alliances, and such
other matters as the Company and Consultant shall mutually agree upon.
Consultant's services shall be rendered at such times as the Company and
Consultant shall mutually agree. The Company acknowledges that Consultant
has other business and employment arrangements and Consultant shall be
required to devote only such time to consulting services for the Company as
shall be reasonably required to perform such services.
3) Compensation for Services
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In consideration for the consulting services rendered and to be rendered by
Consultant to the Company, the Company hereby agrees to issue to the
Consultant __________________ shares of the Company's common stock which
will be registered by the Company pursuant to the Securities Act of 1933 on
Form S-8 (the"S-8 Shares"), as promptly as practicable after execution of
this Agreement, and as such, will bear no restrictive legend or other
restrictions on transfer or resale.
4) Expenses
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Subject to the Company's prior written approval in each instance, the
Company shall reimburse the Consultant for its normal and reasonable
expenses incurred in the performance of the Consultant's duties hereunder.
5) Independent Contractor
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Consultant shall be rendering services under this Agreement as an
Independent Contractor. Nothing stated or implied shall give Consultant
authority to represent himself to be an employee of the Company. The
Consultant shall have no authority to bind the Company in any way.
6) Term
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This Agreement shall commence on the date hereof and continue for a period
of six (6) months.
7) Miscellaneous
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(a) Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties with respect to the subject matter
herein, and supersedes and replaces any prior agreements and understanding,
whether oral or written between the parties with respect to such matter.
(b) No Implied Waivers. The failure of either party at any time to require
performance by the other party of any provision hereof shall not affect in
any way the right to require such performance at any time thereafter, nor
shall the waiver by either party of a breach of any provision hereof be
taken or held to be a waiver of any subsequent breach of the same provision
or any other provision.
(c) Personal Services. It is understood that the services to be performed
by the Consultant hereunder are personal in nature and the obligations to
perform such services and the conditions and covenants of this Agreement
cannot be assigned by the Consultant. Subject to the foregoing, and except
as otherwise provided herein, this Agreement shall inure to the benefit of
and bind the successors and assigns of the Company.
(d) Severability. If for any reason any provision of this Agreement shall
be determined to be invalid or inoperative, the validity and effect of the
other provisions hereof shall not be affected thereby, provided that no
such severability shall be effective if it causes a material detriment to
any party.
(e) Notices. All notices, requests, demands, instructions or other
communications required or permitted to be given under this Agreement shall
be in writing, and shall be deemed to have been duly given upon delivery,
if delivered personally, or if given by prepaid telegram, or mailed
first-class postage prepaid, registered or certified mail, return receipt
requested, shall be deemed to have been given seventy-two (72) hours after
such delivery, if addressed to the other party at the addresses set forth
on the signature page below. Either party hereto may change the address to
which such communications are to be directed by giving written notice to
the other party hereto of such change in the manner above provided.
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8) This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
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, Consultant
UNIVERSE2U INC.
By:
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Angelo Boujos, Chairman
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