EXHIBIT 4.1
CONSULTING AGREEMENT
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This Consulting Agreement ("Agreement") is to be effective as of the 12th day of
November, 2002, by and between IBIZ Technology Corporation, ("Company"), with
offices located at 2238 W. Lone Cactus Dr. Suite 200, Phoenix, AZ 85027, and
Barry Clark ("Consultant"), an individual doing business as Sussex Avenue
Partners LLC, having his principal address at 300 Carlsbad Village Drive, Suite
108A, Carlsbad, CA 92008.
For the purposes of this Agreement, either of the above shall be referred to as
a "Party" and collectively as the "Parties".
The Parties hereby agree as follows:
1. APPOINTMENT OF BARRY CLARK. Company hereby appoints Consultant and
Consultant hereby agrees to render services to Company as a Marketing
and Sales Representative.
2. SERVICES. During the term of this Agreement, Consultant shall provide
advice to undertake for and consult with the Company concerning
management of sales and marketing resources, consulting, strategic
planning, corporate organization and structure, financial matters in
connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and
shall review and advise the Company regarding its and his overall
progress, needs, and condition. Consultant agrees to provide on a
timely basis the following enumerated services plus any additional
services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products, and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote
the image of the Company and its products and services;
(c) Advise the Company relative to the recruitment and employment
of key executives consistent with the expansion of operations
of the Company.
(d) The identification, evaluation, structuring, negotiating, and
closing of joint ventures, strategic alliances, business
acquisitions, and advise with regard to the ongoing managing
and operating of such acquisitions upon consummation thereof;
and
(e) Advise and recommendations regarding corporate financing
including the structures, terms, and content of bank loans,
institutional loans, private debt funding.
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TERM. The term ("Term") of this Consulting Agreement shall be for a
period of six (6) months commencing on the date hereof. The contract
will automatically be extended for an additional three (3) months.
Either party hereto shall have the right to terminate this Agreement
upon thirty (30) days prior written notice to the other party after the
first three (3) months.
3. COMPENSATION. See Attachment "A".
4. CONFIDENTIALITY. Consultant will not disclose to any other person, firm
or corporation, nor use for its own benefit, during or after the Term
of this Consulting Agreement, any trade secrets or other information
designated as confidential by Company which is acquired by Consultant
in the course of performing services hereunder. Any financial advice
rendered by Consultant pursuant to this Consulting Agreement may not be
disclosed in any manner without the prior written approval of Company.
5. INDEMNIFCATION. Company, its agents or assigns hereby agree to
indemnify and hold Consultant harmless from and against all losses,
claims, damages, liabilities, costs or expenses (including reasonable
attorney's fees, collectively the "Liabilities"), joint and several,
arising from the performance of this Consulting Agreement, whether or
not Consultant is party to such dispute. This indemnity shall not
apply, however, and Consultant shall indemnify and hold Company, its
affiliates, control persons, officers, employees and agents harmless
from and against all liabilities, where a court of competent
jurisdiction has made a final determination that Consultant engaged in
gross recklessness and willful misconduct in the performance of its
services hereunder.
6. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold
itself out as, nor shall it take any action from which others might
infer that it is an agent of or a joint venture of Company.
7. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the Parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and
agreements between the Parties. This Consulting Agreement is
non-exclusive and cannot be modified or changed, nor can any of its
provisions be waived, except by written agreement signed by all
Parties. This Consulting Agreement shall be governed by the laws of the
State of California without reference to the conflict of law principles
thereof. In the event of any dispute as to the Terms of this Consulting
Agreement, the prevailing Party in any litigation shall be entitled to
reasonable attorney's fees.
8. NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed
effectively given upon personal delivery or seven business days after
deposit in the United States Postal Service, by (a) advance copy by
fax, (b) mailing by express courier or registered or certified mail
with postage and fees prepaid, addressed to each of the other Parties
thereunto entitled at the following addresses, or at such other
addresses as a Party may designate by ten days advance written notice
to each of the other Parties at the addresses above and to the
attention of the persons that have signed below.
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Please confirm that the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at your earliest convenience.
All Parties signing below do so with full authority:
PARTY RECEIVING SERVICES: PARTY PROVIDING SERVICES:
IBIZ TECHNOLOGY CORPORATION BARRY CLARK, AN INDIVIDUAL
/s/ Ken Shilling, CEO /s/ Barry Clark
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Ken Shilling, CEO Barry Clark, an individual
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ATTACHMENT "A"
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PAYMENT FOR SERVICES:
A. For the services rendered and performed by Barry Clark during the term
of this Agreement, Company shall, upon acceptance of this Agreement:
Pay to Barry Clark three million (3,000,000) free-trading shares of
IBZT.OB stock for six (6) months of service.
Accepted with full authority:
IBZT Technology Corporation
By: /s/ Ken Shilling
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Ken Shilling, CEO
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