Registration of Securities (General Form) — Form 10
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Form 10 130 474K
2: EX-2.1 Stock Purchase Agreement 33 84K
3: EX-2.2 Agreement Dated Nov. 8, 1999 43 157K
4: EX-2.3 Agreement and Plan of Merger 2 18K
5: EX-2.4 Share Purchase Agreement Dated Aug. 9, 1999 45 147K
6: EX-2.5A Share Purchase Agreement Dated Oct. 22,1999 51 170K
7: EX-2.5B Share Purchase Agreement Dated Oct. 22, 1999 8 27K
8: EX-3.1A State of Delaware 5 25K
9: EX-3.1B Articles of Merger 2 14K
10: EX-3.2 By-Laws of Telemonde 15 65K
11: EX-4.1 Telemonde 2 13K
12: EX-4.2 Registration Rights Agreement 14 64K
13: EX-4.3 Registration Rights Agreement 10 50K
14: EX-10.1 Warrant 14 60K
26: EX-10.10 Composite Guarantee and Debenture 28 84K
27: EX-10.11 Loan Facility Agreement 26 72K
15: EX-10.2 Warrant 13 50K
16: EX-10.3 Consulting Agreement 4 26K
17: EX-10.4 Service Agreement for 13 57K
18: EX-10.4A Schedule of Employment Terms 1 11K
19: EX-10.5 Capacity Sales Agreement 29 73K
20: EX-10.5A Promissory Note 1 11K
21: EX-10.5B Promissory Note 1 11K
22: EX-10.6 Capacity Purchase Agreement 23 88K
23: EX-10.7 Transmission Capacity Agreement 19 64K
24: EX-10.8 Transmission Capacity Agreement 22 76K
25: EX-10.9 Transmission Capacity Agreement 23 65K
31: EX-21 List of Subsidiaries 1 10K
32: EX-27 Financial Data Schedule 2 12K
28: EX-99.1 Heads of Agreement 4 24K
29: EX-99.2 Agreement 17 69K
30: EX-99.3 Term Sheet 2 12K
EX-10.3 — Consulting Agreement
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EXHIBIT 10.3
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as of the
2nd day of November, 1999, and shall be effective as of the 1st of July,
1999 by and between TELEMONDE, INC., a Nevada corporation (the "Company") and
GOTTFRIED VON BISMARCK (the "Consultant").
WHEREAS, the Company is a facilities-based supplier of networking services
in the global telecommunications industry; and
WHEREAS, the Consultant is currently a director and officer of the Company
and has substantial knowledge about the operations of the Company, as well as
expertise in the global telecommunications industry; and
WHEREAS, the Company desires to utilize the experience and expertise of the
Consultant, and the Consultant desires to provide such services on the terms and
conditions set forth herein; and
WHEREAS, the Consultant will participate in the use and development of
confidential and proprietary information about the Company, its customers and
suppliers, and the methods used by the Company in competition with other
companies in the global telecommunications industry, as to which the Company
desires to fully protect it rights and privileges.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and obligations set forth herein and for other good and valuable consideration,
the receipt and legal sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Duties of the Consultant.
(a) During the Consultation Period (as hereinafter defined) the
Consultant agrees to provide such advice, counsel, assistance and services
as are reasonably requested by the Company. Such duties shall include
without limitation: (1) responsibility for developing the Company's
business relationships and sales in the German speaking areas; and (2)
acting as the Company's lead officer for a possible initial public offering
on the Deutsche Neuwe Market. The Consultant shall report directly to Adam
Bishop on a regular basis.
(b) The "Consultation Period" shall mean the period commencing on the
date hereof and terminating on the first anniversary date of this
Agreement; provided, however, that the Consultation Period shall
automatically be extended for successive periods of three months
thereafter, unless either the Company or the Consultant shall give sixty
(60) days' prior written notice to the other that it or he wishes to
terminate this Agreement upon the expiration of its then current term.
(c) During the Consultation Period, the Consultant shall be required
to devote such of his time and efforts to the business of the Company as
reasonably required by it, it being understood however that the Consultant
is not expected to devote his full time and efforts to the affairs of the
Company.
(d) The Consultant shall be an employee of the Company. The Company
shall provide the Consultant with a reasonable work area at the Company and
with such support services as shall be reasonably necessary for him to
fulfill his duties hereunder. The Consultant shall be entitled to receive
all of the benefits generally available to employees of the Company.
2. Compensation to the Consultant. In consideration for the services of
the Consultant, the Company agrees to pay the Consultant a consulting fee of one
hundred twenty thousand U. S. dollars (U. S. $120,000) per annum, payable in
equal monthly installments of ten thousand U. S. dollars (U. S. $10,000) on the
first day of each month during the Consultation Period. The Consultant shall
also be reimbursed by the Company, upon the presentation of invoices, receipts
or other evidence acceptable to the Company, for reasonable expenses incurred
while performing tasks which he specifically has been asked to perform by the
Company.
3. Competition; Confidential Information. The Consultant and the Company
recognize that due to the nature of his relationship with the Company, the
Consultant has had and will have access to, and has acquired and will acquire,
and has assisted and will assist in developing, confidential and proprietary
information relating to the business and operations of the Company, including,
without limiting the generality of the foregoing, information with respect to
the present and prospective accounts, products, systems, clients, customers,
agents, and sales and marketing methods of the Company. The Consultant
acknowledges that such information has been and will be of central importance to
the Company's business and that disclosure of it to or its use by others could
cause substantial loss to the Company. The Consultant and the Company also
recognize that an important part of the Consultant's duties will be to maintain
and develop goodwill for the Company through his personal contact with the
Company's clients, and that there is a danger that this goodwill, a proprietary
asset of the Company, may follow the Consultant if and when his relationship
with the Company is terminated. The Consultant accordingly agrees as follows:
(a) During the Consultation Period and for a period of twelve months
following the Consultation Period, he will not directly or indirectly, in
any capacity (as an individual for his own account, or as a partner or
joint venturer, or broker, or as an officer, director or shareholder of a
corporation) engage in the telecommunications business other than for the
Company.
(b) For a period of twelve months following the Consultation Period,
the Consultant will not call upon, directly or indirectly, in any capacity
(as an individual for his own account, or as a partner or joint venturer,
or broker, or as an employee, agent or salesperson for any other person,
corporation, partnership or association) to solicit any telecommunications
business from any of the customers of the Company nor shall he during the
Consultation Period and for a period of twelve months following the
Consultation Period in any manner interfere with or divert such customers
or render assistance in any way to any competitor of the Company in order
to interfere with or divert, solicit or service any customers of the
Company.
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4. Nondisclosure of Confidential Information. Consultant agrees that
during and after the Consultation Period he will not disclose any confidential
information obtained by him as a result of his association with the Company
including, but not limited to, Company accounts and methods or plans used by
Company to carry on its business, all of which Consultant acknowledges to be
confidential and to which Company has a proprietary interest.
5. Survival. The covenants and warranties of the Consultant made herein
shall survive the termination of this Agreement.
6. Entire Agreement. This Agreement is intended by the parties to and
does constitute the entire agreement of the parties with respect to the
transactions contemplated by this Agreement. This Agreement supersedes any and
all prior understandings, written or oral, between the parties, and this
Agreement may be amended, modified, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of the
amendment, modification, waiver, discharge or termination is sought.
7. Enforcement. Immediate and irreparable injuries or damages will
result to the Company in the event of a breach of the covenants herein made and,
therefore, in the event of the breach of said covenants, the Company shall be
entitled, in addition to any other remedy or damages otherwise available, to an
injunction to restrict the violation hereof by the Consultant, his partners,
agents, servants, employers, and all persons acting for or with him; it is
agreed that if the scope of any restriction herein expressed is too broad to
permit enforcement of such restriction to its full extent, then the Consultant
agrees and consents to the enforcement of such restriction to the maximum extent
permitted by law.
8. Damages. In the event Consultant engages in conduct which is
prohibited under this Agreement, the Company shall be entitled to liquidated
damages in an amount equal to the greater of (a) fifty percent (50%) of the
Consultant's compensation from the Company for the last-completed calendar year,
plus attorneys' fees, court costs, and any other costs reasonably incurred by
the Company in exercising its rights hereunder or (b) seventy-five percent (75%)
of the revenues realized by the Consultant as a result of the Consultant's
breach which shall continue to be due and payable until expiration of the
twenty-four (24) month period following cessation of such breach,
notwithstanding the stated terms of this Agreement. Further, it is expressly
understood that said liquidated damages are due regardless of whether the
relationship between the parties has been terminated prior to such breach.
9. Attorneys' Fees. Should any action be brought by the Company to
enforce this Agreement or for the breach of any of the terms, conditions or
covenants in this Agreement, the Company shall be entitled, if it shall prevail,
to recover reasonable attorney's fees to be fixed by the Court, together with
costs of suit therein incurred.
10. Notices. Any notice to be given to the Company hereunder shall be
deemed sufficient if addressed to the Company in writing, mailed by certified
mail, return receipt requested, to its office at Telemonde, Inc., 200 Madison
Avenue, Suite 502, New York, New York 10016, or such other address as the
Company may hereinafter designate in writing. Any notice to be given to the
Consultant hereunder shall be deemed sufficient if addressed to him in writing,
mailed by certified mail, return receipt requested, to him at
___________________________________
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_________________________________ or such other address as the Consultant may
hereinafter designate in writing.
11. Waiver. Failure by the parties to insist in any one or more instances
upon the performance of any of the terms and conditions of this Agreement shall
not be construed as a waiver or relinquishment of any right granted hereunder,
or the future performance of any such term, covenant, condition or obligation of
either party with respect hereto, and all terms and conditions of this Agreement
shall continue in full force and effect.
12. Construction. This Agreement is entered into and shall be construed
and governed in accordance with the laws of the State of New York.
13. Invalid Provisions. The invalidity or any particular provision of
this Agreement shall not affect the other provisions hereof, and the Agreement
shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.
14. Assignment. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and permitted
assigns, but nothing herein, express or implied, is intended to or shall confer
any rights, remedies or benefits upon any person other than the parties hereto
and their successors and permitted assigns. This Agreement may not be assigned
by either party without the written consent of the other.
15. Captions. All headings contained in this Agreement are for
convenience of reference only and shall not be interpreted to expand or limit
any provision hereof.
IN WITNESS WHEREOF, the Consultant and the Company have caused this
Agreement to be duly executed as of the date first above written.
TELEMONDE, INC.
/s/ Adam Bishop
By:_______________________________________
Its: President
/s/ Gottfried Von Bismarck
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GOTTFRIED VON BISMARCK
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