EXHIBIT 4.7
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), dated October 29,
2004 is made Steve Careaga ("Consultant"), and Nannaco, Inc., a Nevada
corporation ("Client").
WHEREAS, Steve Careaga has extensive background in the area of
management consulting and performs said services through Consultant and serves
as a director of the Company;
WHEREAS, Consultant shall perform certain services (as hereinafter defined) for
Client through Consultant on the terms and subject to the conditions set forth;
WHEREAS, Client is a publicly held corporation with its common stock
shares trading on the Over the Counter Bulletin Board under the ticker symbol
"RWLN," and desires to further develop its business and customers; and
WHEREAS, Client desires to engage Consultant to provide the Services (defined in
Section 1 below) in its area of knowledge and expertise herein and, in addition,
to compensate Consultant for services performed as a director of the Company, on
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant provides to
Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for Client the bona fide services to
Client as follows: running the day to day operations and performing services in
his capacity as director to the Client (Collectively, the "services").
Consultant agrees to perform for Client the Services.
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2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration for services
provided, One Million (1,000,000) shares of common stock of the Client, which
shares shall be registered on Form S-8 with the United States Securities and
Exchange Commission, and are subject to Section 2(a) of this Agreement.
Additionally, Client agrees to pay Consultant, as consideration for services
provided, Thirty Million (30,000,000) shares of common stock of the Client
("Additional Shares") that shall be subject to the Client's right to call and
repurchase such Additional Shares at par value upon ninety (90) days following
full execution of this Agreement (the "Contingency Period") should the Client
fail to raise Five Million Dollars ($5,000,000) of financing, and are further
subject to Section 2(b) of this Agreement.
(a) Sales of Shares Issued Pursuant to Form S-8.
Consultant hereby acknowledges and understands that affiliates1 of the
Client who hold shares issued under Form S-8 possess "control shares."
Consultant hereby acknowledges that Consultant is receiving control shares and
the "control shares" may be resold only pursuant to: (1) the provisions of Rule
144 of the Securities Act of 1933, (2) a "reoffer prospectus" in compliance with
Form S-8, and/or (3) a valid registration statement. Finally, Consultant hereby
represents and warrants that Consultant shall not sell the Shares expect as
provided in (1), (2) and/or (3) of this Section.
(b) Transfer Restrictions.
All certificates representing such shares shall be subject to such
stock transfer orders, legends and other restrictions as Client may deem
necessary or advisable. Consultant hereby agrees not to transfer, dispose, or
otherwise assign of any of the Additional Shares during the Contingency Period.
3. Confidentiality.
Each party agrees that during the course of this Agreement, information
that is confidential or of a proprietary nature may not be disclosed to any
other party, including, but not limited to, product and business plans,
software, technical processes and formulas, source codes, product designs,
sales, costs and other unpublished financial information, advertising revenues,
usage rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not include
information that the receiving party can demonstrate (a) is, as of the time of
its disclosure, or thereafter becomes part of the public domain through a source
other than the receiving party, (b) was known to the receiving party as of the
time of its disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a confidentiality
obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all payments within thirty (30) days of
the due date. Failure of Client to finally pay any payment within thirty (30)
days after the applicable due date shall be deemed a material breach of this
Agreement, justifying suspension of the performance of the Services provided by
Consultant, will be sufficient cause for immediate termination of this Agreement
by Consultant. Any such suspension will in no way relieve Client from payment of
fees, and, in the event of collection enforcement, Client shall be liable for
any costs associated with such collection, including, but not limited to, legal
costs, attorneys' fees, courts costs, and collection agency fees.
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1 "Affiliates" are persons who possess direct or indirect power to direct or
cause the direction of the management and policies of the Company, whether
through ownership of voting securities, by contract, or otherwise. Generally
speaking, officers, directors and 5%-10% shareholders of a company are
affiliates.
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5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless Consultant
and/or his agents, and to defend any action brought against said parties with
respect to any claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees to the extent that such action arises out of the
negligence or willful misconduct of Client.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless Client,
its directors, employees and agents, and defend any action brought against same
with respect to any claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees, to the extent that such an action arises out of the
willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party shall
promptly provide the indemnifying party with written notice of any claim, which
the indemnified party believes falls within the scope of the foregoing
paragraphs. The indemnified party may, at its expense, assist in the defense if
it so chooses, provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably withheld.
6. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next to the
signatures below and terminate one (1) year thereafter. This Agreement shall
automatically be extended for one (1) additional year unless terminated in
writing by the Client at least thirty (30) days prior to this Agreements
termination.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar days
written notice, or if prior to such action, the other party materially breaches
any of its representations, warranties or obligations under this Agreement.
Except as may be otherwise provided in this Agreement, such breach by either
party will result in the other party being responsible to reimburse the
non-defaulting party for all costs incurred directly as a result of the breach
of this Agreement, and shall be subject to such damages as may be allowed by law
including all attorneys' fees and costs of enforcing this Agreement.
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(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client shall pay
all unpaid and outstanding fees through the effective date of termination or
expiration of this Agreement. And upon such termination, Consultant shall
provide and deliver to Client any and all outstanding services due through the
effective date of this Agreement.
7. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor" relationship
between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are cumulative.
The rights of each of the parties hereunder shall not be capable of being waived
or varied other than by an express waiver or variation in writing. Any failure
to exercise or any delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any defective or partial
exercise of any of such rights shall not preclude any other or further exercise
of that or any other such right. No act or course of conduct or negotiation on
the part of any party shall in any way preclude such party from exercising any
such right or constitute a suspension or any variation of any such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be binding upon,
and shall inure to the benefit of, the undersigned parties and their heirs,
executors, administrators, representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof. There are no promises, agreements,
conditions, undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between them with respect
to this Agreement or the matters described in this Agreement, except as set
forth in this Agreement. Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.
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(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder shall
be assigned or transferred by either party, either in whole or in part, without
the written consent of the other party, and any purported assignment in
violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing executed
by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the event
that any provision of this Agreement is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such provision shall be
severed or modified to the extent necessary to render it enforceable and as so
severed or modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the singular
shall be deemed to include the plural, the plural shall be deemed to include
each of the singular, and pronouns of one or no gender shall be deemed to
include the equivalent pronoun of the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made, executed and
delivered pursuant to this Agreement, the parties hereto agree to make, execute
and deliver or cause to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement shall be
given in writing and may be sent by personal delivery or by mail (either a.
United States mail, postage prepaid, or b. Federal Express or similar generally
recognized overnight carrier), addressed as follows (subject to the right to
designate a different address by notice similarly given):
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If to Client: Nannaco, Inc.
Attn: Steve Careaga
7235 No. Creek Loop
Gig Harbor, WA 98335
With a copy to: David M. Otto
The Otto Law Group, PLLC
900 4th Ave., Suite 3140
Seattle, Washington 98164
If to Consultant: East Bay Consulting, LLC
Attn: Steve Careaga
4906 Point Fosdick Drive, Suite 102
Gig Harbor, WA 98335
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance with
the laws of the State of Washington without reference to its conflicts of laws
rules or principles. Each of the parties consents to the exclusive jurisdiction
of the federal courts of the State of Washington in connection with any dispute
arising under this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non coveniens, to
the bringing of any such proceeding in such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent and authority
to execute and deliver this Agreement on behalf of such party.
(n) Survival of Provisions.
The provisions contained in paragraphs 3, 5, 6, and 7 of this Agreement
shall survive the termination of this Agreement.
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(o) Execution in Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the date written
above.
CLIENT:
NANNACO, INC.
By:
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Name: Steve Careaga
Its: CEO
CONSULTANT:
STEVE CAREAGA
By:
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Name: Steve Careaga
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