LAW OFFICE
Xxxxx Xxxxx Xxxxx Xxxxx
Licensed in MD 1513 TIMBER RIDGE LANE, Email Address
SUITE 01
Of Counsel XXXXXXXXXXX, XX 00000 Xxxxx0xxx@xx.xxx
Xxxx Xxxxxxxxx Telephone & Fax
Licensed in MD & DC (000) 000-0000
January 8, 2001
Xxxxxx X. Xxxx
President & CEO
Pre-Settlement Funding Corporation
000 Xxxxx Xxxxxx Xxxx Xxxxx
Xxxxx 0
Xxxxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000 000-0000
Re: CONSULTING AGREEMENT
The following constitutes the agreement with respect to the consulting
services to be performed by The Law Offices of Xxxxx Xxxxx (Consultant)
1. Services: The consultant will perform the following services for
Pre-Settlement Funding Corporation (the "Company"):
The Consultant shall review and evaluate all assigned personal injury
cases from Pre-Settlement Funding Corporation to determine the
settlement value in today' personal injury market.
Consultant shall render such services and shall devote its best
efforts and abilities thereto, at such times during the term of this
agreement, and in such manner, as Company and Consultant shall
mutually agree, it being acknowledged that Consultant's services shall
be non-exclusive and performed at such places and at such times as are
reasonably convenient to the Consultant. The term of the agreement
shall be for three years (36 months); Either the Consultant or the
Company shall have the right to terminate this Agreement with 30 days
written notice.
2. Compensation: The Consultants compensation for services rendered will be as
followed:
a. The parties hereto agree that the Consultant will be paid for services
rendered, at an hourly rate of $75.00, billable in quarter-hour
increments. Payment of Consultant's invoice for any given matter will
be met within 15 days.
b. In additional compensation, the Company hereby agrees to issue stock
options totaling 10,000 shares of the Company's common stock to the
Consultant of which will vest immediately. The immediately vested
shares can be exercised at anytime. Additional 10,000 shares in
options will be issued to Consultant and vest 12 months after the
Company becomes effective with the Securities and Exchange Commission
(SEC). The parties agree that the option price for all shares will be
50 cents.
c. Consultant's basis for the stock options will be deemed to be 50-cents
per share. --------
d. In connection with the issuance of the Securities, the Company makes
the following representations and warranties; that the Securities will
be free and clear of all liens, charges and encumbrances whatsoever,
that the Securities will be legally issued, fully paid and
non-assessable shares o f the Company; that the Company is not in
violation of any provision of its Articles of Incorporation, its
By-laws or of any Law; and that all known liabilities, litigation,
claims and obligations of the Company have been disclosed to the
Consultant.
3. Business Expenses: the Company shall reimburse The Consultant for business
expenses incurred in connection with the Services. The Consultant agrees to
submit for approval to the Company any expenses exceeding $150 00
4. Early Termination: If the Consultant or Company terminates this agreement
within one (1) year, the additional 10, 000 shares in options will be
canceled.
5. Disclosure of Information: Consultant shall not disclose at any time during
the term of this Agreement any secret or confidential information of
Company or any of Company's affiliates or subsidiaries of which Consultant
has been or hereafter becomes informed, whether or not developed by
consultant, including, but not limited to, information pertaining to
customer lists, services, methods, processes, prices, profits, contract
terms or operating procedures which are marked "confidential" except as
required in connection with Consultant's performance of this Agreement, or
as required by a governmental authority.
6. Disclaimers/Indemnification: In performing any of its duties hereunder, the
Consultant shall not incur any liability to anyone for any damages, losses,
or expenses, except for Consultant's willful misconduct or gross negligence
Consultant shall not incur any such liability with respect to (I) the truth
and accuracy of any information or written business plan used by the
company for any reason including but not limited to the Business plan, (ii)
any action taken or omitted in good faith, or ( iii ) any action taken or
omitted in reliance on any instrument, including any information provided
for in this agreement, not only as to the authenticity of the documents
provided by anyone, any third party, the consultant, the Company or
company's representatives (including those documents generated
electronically), but also as to the truth and accuracy of any information
contained therein as well as any information obtained or used by Consultant
from the Company, its representative or any other third party source which
Consultant in good faith believes to be accurate. The Company assumes all
responsibility as to the truth and accuracy of any information contained in
any written documents or oral communication provided by the Consultant to
the Company as part of the scope of the Services, In no event shall the
Services rendered or documents produced by the Consultant be construed as
having the force of a legal opinion. To the extent relevant, the consultant
shall not be liable, directly or indirectly, to the Company or any third
party, for any losses. The Company agrees to indemnify and hold harmless
the Consultant from and against any and all losses, directly or indirectly
as a result of the Services or the breach or any inaccuracy in or breach or
nonperformance of any of the representations, warranties , covenants or
agreements made by the company in or pursuant to this Agreement except when
due to the willful misconduct or gross negligence of Consultant as set
forth above. This section shall expressly survive termination of the
Agreement f or any reason.
7. Definitions: As used in thin Agreement.
"Action" means any action, complaint, petition, investigation, suit or
other proceeding, whether civil or criminal, in law or in equity, or before
any arbitrator or government entity.
"Agreement" means this Agreement. For all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise
requires the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision.
"Government Entity" means any government or any agency, bureau, board,
commission, court, department, official, political subdivision, tribunal or
other Instrumentality of any government, whether federal, state or local,
domestic or foreign.
"Law" means any constitutional provision, statute or other law, rule,
regulation, or interpretation thereof by any government entity any any
other.
"Loss" means any cost, damage, disbursement, expense, liability, loss,
deficiency, diminution in value, obligation, penalty or settlement of any
kind or nature, whether foreseeable or unforeseeable, including, but not
limited to, interest or other carrying costs, penalties, legal, accounting
and other professional fees and expenses incurred in the investigation,
collection, prosecution and defense of claims and amounts paid in
settlement, that may be imposed on or otherwise incurred or suffered by the
specified person or entity.
"Order" means any decree, injunction, judgement, order, ruling, assessment
or writ.
7. Miscellaneous:
1. Cumulative Rights: The rights and remedies provided by this Agreement are
cumulative and the use of any one right or remedy by any party "hall not
preclude or waive its right to use any or all other remedies. Said rights
and remedies are given in addition to other rights any parties may have by
law, statute, ordinance or otherwise.
2. NO AGENCY: Except as specifically set forth, it is agreed and understood
that neither party hereto is, by this Agreement constituted or appointed
agent or representative of the other for any purpose whatsoever, nor shall
anything in this Agreement be deemed or construed as granting either party
any right or authority to assume or to create any obligation, warranty or
responsibility, express or implied for or in behalf of the other.
3. Survival: The representations warranties and agreements made by the parties
hereto will survive the execution of this agreement and to the extent
applicable its terms.
4. Arbitration: Any claim or controversy arising out of or relating to this
Agreement or a breach hereof shall, upon the request of any party involved,
be submitted to and settled by arbitration in accordance with the rules
then obtaining of the American Arbitration Association. The decision made
pursuant to such arbitration shall be binding and conclusive on all parties
involved and judgement upon such decision may be entered in the highest
court of Prince Xxxxxx's County, Maryland. Notwithstanding the above,
either party shall have the right to seek and obtain from any court of
competent jurisdiction any equitable or provisional relief or remedy
enforcing any right or interest it may have in connection with this
Agreement, including without limitation a temporary restraining order,
preliminary injunction, writ of attachment, order compelling an audit, or
enforcement of any liens or security interest held by either party in the
property of the other. No such judicial actions permitted by this
subparagraph shall waive or limit the claiming party's rights to adjudicate
the final merits of the dispute by arbitration. In the event any party to
this Agreement breaches any provision herein which results in arbitration
or any legal action including the enforcement of any arbitration award,
then and in such event, any party not in breach of said Agreement shall be
entitled to reasonable attorney's fee, deposition and transcription costs,
court costs and any other costs reasonably incurred in the enforcement of
this Agreement from the party in breach.
5. Governing Law: The laws of Maryland shall govern the construction,
interpretation and performance of this Agreement, and all transaction under
it. Both parties hereby consent to personal jurisdiction and venue in the
courts of the State of Maryland if any suit (i.e. to enforce the award of
arbitration above) is brought under the terms of and relating to this
agreement.
6. Entire Agreement: This Agreement includes our entire agreement and
supersedes all oral discussions, which we may have had. The Company and the
Consultant may amend this Agreement at any time only by an instrument in
writing signed by both parties.
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