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CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement"), is made and entered into as of this
9th day of November, 2000, by and between XXXXXXX XXXXXX ("Consultant") and
INFOTOPIA, INC., with offices at 218 Tearall, Xxxxxxx, Xxxxxxxxxxxxx 00000
(the "Company") (together the "Parties").
WHEREAS, the Parties desire to formalize the terms and conditions
under which Consultant shall provide consulting services to the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other valid consideration, receipt of which is hereby
acknowledged, the Parties agree as follows:
1. Term of Agreement and Renewal.
The Agreement shall remain in effect from the date of execution
hereof through the expiration of a three year period, and may be renewed upon
the mutual consent of the Parties.
2. Nature of Services to be Rendered.
Consultant shall provide the Company with consulting services,
including, but not limited to, Internet marketing and the development and
execution of Infotopia's Internet strategy.
3. Compensation.
As compensation for his consulting services rendered hereunder, the
Company, simultaneously with the execution of this Agreement, shall issue to
the Consultant two million (2,000,000) shares of the Company's common stock
(the "Shares"); and
4. Warranties and Representations of the Consultant.
In order to induce the Company to enter into this Agreement, the
Consultant hereby makes the following unconditional warranties and
representations:
(a) Consultant is not now a party to a consulting agreement with any
other corporation or entity involved in a business which is the same as or
similar to the Company's.
(b) Consultant is permitted to provide consulting services to any
corporation or entity engaged in a business identical or similar to the
Company's, provided, however, that the Consultant shall keep confidential all
information it receives from the Company which is of a confidential or
proprietary nature, without disclosure to or for the benefit of any third
parties.
5. Warranties and Representations of the Company.
In order to induce the Consultant to enter into this Agreement, the
Company hereby makes the following unconditional warranties and
representations:
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(a) The Company is not a party to any other contract or agreement
with terms identical to those contained herein.
(b) The Company acknowledges that Consultant does not guarantee its
ability to cause the consumption of any contract or merger or acquisition with
any corporate candidate.
6. Issuance of Shares to Consultant.
The Company shall cause to be issued and delivered to Consultant the
Shares and the Company shall take all corporate action necessary for the
Shares issuance to be validly issued, fully paid and non-assessable, including
obtaining the prior unanimous written consent of its Board of Directors.
7. Registration Obligations.
The Company expressly agrees to register, with the Securities and
Exchange Commission, the Shares issued herein in a registration statement on
Form S-8, if and when available (and all related qualifications under the
state securities laws).
8. Expense Reimbursement.
Consultant shall be entitled to receive cash reimbursement, and the
Company shall provide cash reimbursement, of all cash expenses paid by
Consultant on behalf of the Company in performance of his duties hereunder.
Such expenses shall include without limitation expenses for communications and
travel. In no event, however, will Consultant incur on behalf of the Company
an expense in excess of $500 without the prior written consent of the Company.
9. Indemnification of Consultant by the Company.
The Company shall indemnify and hold harmless Consultant from and
against any and all liabilities and damages in connection with the Company's
ownership and operation and, without limiting the foregoing, shall pay the
Consultant's legal fees and expenses if Consultant is named as a defendant in
any proceedings brought in connection with the services provided hereunder.
10. Indemnification of the Company by the Consultant.
Consultant shall indemnify and hold harmless the Company and its
principals from and against any and all liabilities and damages arising out of
actions taken by Consultant in connection with his services as consultant,
which actions were not authorized by the Company.
11. Arbitration.
Any and all conflicts, disputes and disagreements arising out of or
in connection with any aspect of the Agreement shall be subject to arbitration
in accordance with the rules of The American Arbitration Association then in
effect. Written Notice of Dispute shall be served by either Party upon the
other Party at its address set forth herein or such other address as it shall
have provided in writing for that purpose, and the arbitration date shall be
set no later than two months from the date such Notice is served. The dispute
shall be submitted to The American Arbitration Association in the headquarters
nearest to the Company's office. The Parties
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designate any State or Federal court in the State of Nevada as the court in
which any arbitration award shall be subject to confirmation, and will abide
by such confirmation.
12. Entire Understanding/Incorporation of other Documents.
This Agreement contains the entire understanding of the Parties with
regard to the subject matter hereof, superseding any and all prior agreements
or understandings whether oral or written, and no further or additional
agreements, promises, representations or covenants may be inferred or
construed to exist between the Parties.
13. No Assignment or Delegation Without Prior Approval.
No portion of the Agreement or any of its provisions may be assigned,
nor obligations delegated, to any other person or party without the prior
written consent of the Parties except by operation of law or as otherwise set
forth herein.
14. Survival of Agreement.
The Agreement and all of its terms shall inure to the benefit of any
permitted assignees of or lawful successors to either Party.
15. No Amendment Except in Writing.
Neither the Agreement nor any of its provisions may be altered or
amended except in a dated writing signed by the Parties.
16. Waiver of Breach.
No waiver of any breach of any provision hereof shall be deemed to
constitute a continuing waiver or a waiver of any other portion of the
Agreement.
17. Severability of the Agreement.
Except as otherwise provided herein, if any provision hereof is
deemed by arbitration or a court of competent jurisdiction to be legally
unenforceable or void, such provision shall be stricken from the Agreement and
the remainder hereof shall remain in full force and effect.
18. Governing Law.
The Agreement and its provisions shall be construed in accordance
with and pursuant to, and governed by, the laws of the State of Nevada, as
applicable to agreements to be performed solely within the State of Nevada,
without regard to its conflict-of-laws provisions then in effect.
19. No Construction Against Drafter.
The Agreement shall be construed without regard to any presumption or
other rule requiring construction against the Party causing the drafting
hereof.
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IN WITNESS WHEREOF, the Parties have executed the Agreement as of the
date first above written.
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Xxxxxxx XxXxxx, Consultant
INFOTOPIA, INC.
By:
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Xxxxxx Xxxxxxx, President
