EXHIBIT 4.1
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made this date by and between
KINGDOM VENTURES, INC of 1045 Stephanie Way Minden, NV 89423 herein "Company";
and Andrew S. Austin of 1761 Cono Drive El Cajon ca 92020 referred to herein as
"Consultant",
WHEREAS, the Company wishes to retain the professional services of Consultant;
and, WHEREAS, Consultant has the capability and interest in serving the
consulting needs of the Company.
NOW THEREFORE, for good consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned hereby agree as follows:
1. CONSULTANT RETAINED: The Company retains Consultant to serve its needs
in the marketing, management, and operations needs of the Company on an
as-needed basis, according to those specific duties and obligations as outlined
in the scope of service schedule attached hereto as Attachment "A".
2. CONSULTING RETAINER: The Company agrees to pay to Consultant fees
according to Consultant's published rate schedule attached hereto as Attachment
"B", subject to change and modification as deemed reasonable by Consultant and
company from time to time as commercially appropriate. Fees shall be paid within
72 hours of the signing of this agreement. Any extraordinary expense shall be
paid by the Company only upon prior written approval, or upon ratification in
writing.
3. TERM: The term of this Agreement shall commence upon the execution of
this Agreement and shall continue without expiration or termination for a period
of 270 DAYS, whereby it shall automatically renew upon the same terms unless
either party provides the other with written notice of election to terminate.
Any notice of election to terminate must be delivered 10 days prior to the date
of termination, whereupon such notice shall become effective.
4. NOTICES: Any notices required or desired to be given pursuant to this
Agreement shall be deemed to have been given when personally served or upon
receipt by the addressee, addressed to the respective party to whom notice is
being given at the address listed above or at its last known address or as the
respective party may from time to time designate by notice given pursuant to
this paragraph.
5. CONFIDENTIALITY AND NON-CIRCUMVENTION: Consultant commits to treat the
business of the Company as confidential and shall not disclose details with any
third party unless such disclosure is made within Consultant's ordinary course
of business. If Consultant wishes to make a disclosure outside of the ordinary
course of business, such disclosure must be expressly authorized by the Company
in writing prior to such disclosure being made. Consultant agrees to exercise
discretion and confidentiality in all matters relating to the Company, and shall
deal with the Company in good faith, maintain a fiduciary duty to the Company,
and shall not circumvent the Company or self-deal.
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6. MISCELLANEOUS TERMS:
a. The parties hereto agree that this Agreement shall be construed
in accordance with the laws of California, and consent to the jurisdiction of
California unless the parties mutually agree to another venue and choice of law.
b. This Agreement shall be binding upon and shall inure to the
benefit of both parties, their respective beneficiaries, successors in interest,
assigns, and representatives.
c. In any action, arbitration, or other proceeding brought for the
interpretation or enforcement of any of the terms or provisions of this
Agreement, or should any dispute arise hereunder, the prevailing party shall be
entitled to recover reasonable attorney's fees and costs incurred.
d. This Agreement contains the entire agreement of the parties and
their understandings respecting to matters referred to herein. This Agreement
supersedes any and all oral discussions, and any prior agreements or
understandings, which may have been entered into between the parties pertaining
to the matters, addressed herein.
e. The parties hereto shall sign or cause to be signed all documents
and shall perform or cause to be performed all acts necessary to consummate the
business contemplated hereby.
f. Each of the parties hereto have agreed to the use of the
particular language of the provisions of this Agreement, and any questions of
doubtful interpretation shall not be automatically resolved by any rule of
interpretation against the drafter of this document.
g. This Agreement may not be superseded, amended nor modified except
by an agreement in writing, signed by the parties hereto, or their respective
successors in interest.
h. Any waiver of any provision of this Agreement shall not be deemed
a waiver of other provisions, or to any prior or subsequent breach of this same
provision or any other breach of any other provision of this Agreement.
i. If any provision of this Agreement is held, by a court of
competent jurisdiction, to be illegal or invalid, said provision shall be deemed
to be severed and deleted; and neither such provision, its severance, nor
deletion shall affect the validity of the remaining provisions of this
agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement under seal
of this date
Friday, October 15, 2004.
CONSULTANT: ANDREW S. AUSTIN
SIGNED: _________________________________________
PRINT NAME: ANDREW S. AUSTIN
COMPANY: KINGDOM VENTURES, INC
SIGNED: _________________________________________
PRINT NAME: GENE JACKSON, CEO
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Kingdom Ventures
Attachment A
Friday, October 15, 2004
CONSULTANT (ANDREW AUSTIN) WILL BE RESPONSIBLE TO ACT AS A LIAISON BETWEEN
EDADDYWARBUCKS, A PROFESSIONAL MEDIA COMPANY AND KINGDOM VENTURES, INC.
KINGDOM VENTURES IS A DYNAMIC AND INNOVATIVE MEDIA COMMUNICATIONS AND
FAITH-BASED PRODUCTS GROUP, DEDICATED TO THE CHRISTIAN MARKETPLACE AND THE
BUSINESS COMMUNITY. edaddywarbucks helps companies with publicly traded stock
listed with the SEC acquire the resources to mount a major integrated national
advertising, promotional, public relations campaign with sufficient clout to
dramatically raise their profile.
Andrew S. Austin Gene Jackson
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Kingdom Ventures
Attachment B
Friday, October 15, 2004
CONSULTANT (ANDREW AUSTIN) WILL BE RESPONSIBLE TO ACT AS A LIAISON BETWEEN
EDADDYWARBUCKS, A PROFESSIONAL MEDIA COMPANY AND KINGDOM VENTURES, INC.
KINGDOM VENTURES HAS AGREED TO PAY MR. AUSTIN A FEE OF 1,500,000 SHARES OF THE
COMMON STOCK OF CLIENT COMPANY. ALL SHARES WILL BE FULLY REGISTERED AND FREE
TRADING. THE TERM OF THIS AGREEMENT IS 270 DAYS.
ANDREW S. AUSTIN GENE JACKSON
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