CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made on this 14th day of May,
2004, by and between GK Intelligent Systems, Inc., a Delaware corporation,
located at 0000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 (the "Client"), and
Xxxxxx X. Xxxxxx, a professional consultant, located at 00000 Xxxxxx Xxxxx,
Xxxxxxx, Xxxxx, 00000 - (the "Consultant") is made in consideration of the
mutual promises made herein and set forth as follows:
ARTICLE 1.
TERM OF CONTRACT
1.1 This Agreement will become effective on April 1, 2004 and will
continue in effect until the services provided for in this Agreement have been
performed, or until terminated as provided in Article 6, below.
ARTICLE 2.
SERVICES TO BE PERFORMED BY CONSULTANT
2.1 Services. Consultant agrees to perform the following consulting
services to Client:
2.1.1 Assist the President and Board of Directors in
achieving their chief goals and responsibilities;
2.1.2 Manage the Corporation's investor relations program;
serve as an interface to shareholders;
2.1.3 Assist the President in achieving the Corporation's
goal of acquiring several profitable companies; assist the President with
merger/acquisition presentations;
2.1.4 Manage the Corporation's website and subsidiary
websites; and
2.1.5 Provide general office services support.
2.2 Method of Performing Services. Consultant will determine the
method, details, and means of performing the above-described services.
Consultant may perform the Services under this Agreement at any suitable time
and location of Consultant's choice, however the Consultant shall make himself
available to the Client as set forth in Section 4.3.
2.3 Status of Consultant. Consultant is and shall remain an
independent contractor. Consultant and any agents or employees of Consultant
shall not act as an officer or employee of Client. Client assumes no
liability for Consultant's actions in performance, or responsibility for
taxes, funds, payments or other commitments, implied or expressed, by or for
Consultant. Consultant has no authority to assume or create any commitment or
obligation on behalf of, or to bind, Client in any respect.
2.4 Use of Employees or Subcontractors. Upon Client's prior written
approval if any additional cost to Client will be incurred, Consultant may use
any employees or subcontractors as
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Consultant deems necessary to perform the services required of Consultant by
this Agreement. Client acknowledges and agrees that Consultant may realize a
commission on the use of such employees and subcontractors for the performance
of additional services as described in paragraph 3.4, below, and such
commission shall be an included cost in any proposal submitted to Client by
Consultant. Notwithstanding the foregoing, any proposal prepared by
Consultant, which includes consulting fees to be charged by Consultant to
Client, shall be clearly identified and quoted as such.
ARTICLE 3.
COMPENSATION
3.1 Monthly Fee. Client shall pay a monthly retainer fee of six
thousand and no/100 dollars ($6,000.00), which shall be due and payable, on
the first day of each month commencing with the execution of this Agreement
(the "Retainer Fee").
3.2 Terms of Payment. With each invoice submitted by Consultant as
specified in Article 3.3 below, Consultant shall designate the preferred
manner of payment, which may be in the form of cash or in GK Intelligent
Systems, Inc. common stock. In the event that Consultant elects to receive
common stock, the issuance of said shares shall be registered with the U.S.
Securities and Exchange Commission on its Form S-8 or similar registration.
The number of shares to be received by Consultant shall be calculated by
dividing the invoiced amount by the closing bid price of the stock on the date
of invoice. Client shall retain the right to make the final determination of
whether such payments shall be in stock or cash.
3.3 Invoicing and Payment Terms. Consultant shall submit to Client
an invoice for the Retainer Fee and any and all additional services rendered
on or before the first of each month. Client agrees to pay any net amount due
to Consultant within ten (10) days after receipt of the statement.
3.4 Payment of Expenses. Consultant shall be responsible for its
normal and customary overhead business expenses incurred in performing
services under this Agreement, including without limitation, telephone,
facsimile, postage, photocopying, supplies, rent, employee salaries and
benefits, and insurance. Travel expenses and other extraordinary expenses in
relation to the Client shall require the Consultant to obtain the prior
written approval of Client. Where Consultant is required to travel outside
the State of Texas on business, all travel arrangements will be at business
class, and if not available, then based on available first class travel
accommodations.
ARTICLE 4.
OBLIGATIONS OF CONSULTANT
4.1 Non-Exclusive Relationship. Client acknowledges and agrees that
the relationship with Consultant is non-exclusive and Consultant may
represent, perform services for, and contract with, as many additional
clients, persons or companies as Consultant in Consultant's sole discretion
sees fit.
4.2 Consultant's Qualifications. Consultant represents and warrants
that Consultant has the qualifications and skills necessary to perform the
services under this Agreement in a competent and professional manner, and is
able to fulfill the requirements of this Agreement. Consultant shall comply
with all applicable federal, state and local laws in the performance of its
obligations hereunder, and all materials used by Consultant in fulfilling its
obligations under this Agreement shall not infringe upon any
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third party copyright, patent, trade secret or other proprietary right.
Consultant acknowledges and agrees that failure to perform all the services
required under this agreement constitutes a material breach of the Agreement.
4.3 Availability of Consultant. Consultant acknowledges and agrees
that a material consideration of this Agreement is that Consultant be in
charge of all services rendered to Client under this Agreement. Further, that
the availability of the Consultant be the equivalent of three (3) regular
business days per week and that the unavailability of such services shall
constitute a material breach of this Agreement. Should Client not avail
itself of Consultant's services, from one week to the next, such availability
will not be accumulated without Consultant's express approval.
4.4 Indemnity. Consultant agrees to indemnify, defend, and hold
Client free and harmless from all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries, and deficiencies, including
interest, penalties, attorneys' fees, and costs, including without limitation
expert witnesses' fees, that Client may incur as a result of a breach by
Consultant of any representation or agreement contained in this Agreement.
4.5 Assignment. Neither this Agreement nor any duties or obligations
under this Agreement may be assigned by Consultant without the prior written
consent of Client.
ARTICLE 5.
OBLIGATIONS OF CLIENT
5.1 Compliance with Requests. Client agrees to comply with all
reasonable requests of Consultant necessary to the performance of Consultant's
duties under this Agreement.
5.2 Company Provided Information. Client assumes full responsibility
for the accuracy and completeness of all information provided to Consultant.
5.3 Indemnity. Client agrees to indemnify, defend, and hold
Consultant free and harmless from all claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries, and deficiencies,
including interest, penalties, attorneys' fees, and costs, including without
limitation expert witnesses' fees, that Consultant may incur as a result of
any information provided to Consultant by Client under this Agreement.
ARTICLE 6.
TERMINATION OF AGREEMENT
6.1 Termination on Notice. Notwithstanding any other provision of
this Agreement, either party may terminate this Agreement at any time by
giving thirty (30) days written notice to the other party. Unless otherwise
terminated as provided in this Agreement, this Agreement will continue in
force until the Services provided for in this Agreement have been fully and
completely performed.
6.2 Termination on Occurrence of Stated Events. This Agreement will
terminate automatically on the occurrence of any of the following events:
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6.2.1 Unavailability of Consultant to manage and oversee all
services rendered to Client by Consultant under this Agreement;
6.2.2 Bankruptcy or insolvency of either party;
6.2.3 Dissolution of either party; and/or,
6.2.4 The assignment of this Agreement by Consultant without
the prior written consent of Client.
6.3 Termination for Default. If either party defaults in the
performance of this Agreement or materially breaches any of its provisions,
the non-breaching party may terminate this Agreement by giving written
notification to the breaching party. Termination will take effect immediately
on receipt of notice by the breaching party or five (5) days after mailing of
notice, whichever occurs first. For the purposes of this paragraph, material
breach of this Agreement includes, but is not limited to, the following:
6.3.1 Consultant's failure to perform the services specified in
this Agreement;
6.3.2 Consultant's material breach of any representation or
agreement contained in Article 4, above;
6.3.3 Client's material breach of any representation or
agreement contained in Article 5, above; and/or,
6.3.4 Client's failure to pay Consultant any compensation due
within thirty (30) days after written demand for payment.
ARTICLE 7.
CLIENT INFORMATION
7.1 Nondisclosure/Nonuse of Client Information. Consultant agrees
that all information provided by Client to Consultant under this Agreement
shall not be disclosed or used by Consultant for any purpose other than
Consultant's performance under this Agreement.
7.2 Confidential Information. Any written, printed, graphic, or
electronically or magnetically recorded information furnished by Client for
Consultant's use is and shall remain the sole property of Client. This
proprietary information includes, but is not limited to, investor lists,
marketing information, planning, drawings, specifications, and information
concerning Client's employees, products, services, prices, and operations.
Consultant will keep this confidential information in the strictest
confidence, and will not disclose it by any means to any person except with
Consultant's prior written approval, and only to the extent necessary to
perform the services under this Agreement. This prohibition also applies to
Consultant's employees, agents, and subcontractors. On termination of this
Agreement or request by Client, Consultant will return within two (2) days any
confidential information in Consultant's possession to Client.
ARTICLE 8.
GENERAL PROVISIONS
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8.1 Notices. Any notices to be given by either party to the other
shall be in writing and may be transmitted either by personal delivery or by
mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses appearing in
the introductory paragraph of this Agreement, but each party may change that
address by written notice in accordance with this section. Notices delivered
personally shall be deemed communicated as of the date of actual receipt.
Mailed notices shall be deemed communicated as of five (5) days after the date
of mailing.
8.2 Attorneys' Fees and Costs. If this Agreement gives rise to a
lawsuit or other legal proceeding between any of the parties hereto, the
prevailing party shall be entitled to recover court costs, necessary
disbursements (including expert witnesses' fees) and reasonable attorneys'
fees, in addition to any other relief such party may be entitled.
8.3 Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the services provided by Consultant to Client under this Agreement, and
contains all of the covenants and agreements between the parties with respect
to this Agreement in any manner whatsoever. Each party to this Agreement
acknowledges that no representations, inducements, promises, or agreements,
orally or otherwise, have been made by any party, or anyone acting on behalf
of any party, which are not embodied herein, and that no other agreement,
statement, or promise not contained in this Agreement shall be valid or
binding.
8.4 Modifications. Any modification of this Agreement will be
effective only if it is in writing signed by the party to be charged.
8.5 Effect of Waiver. The failure of either party to insist on
strict compliance with any of the terms, covenants, or conditions of this
Agreement by the other party shall not be deemed a waiver of that term,
covenant, or condition, nor shall any waiver or relinquishment of any right or
power at any one time or times be deemed a waiver or relinquishment of that
right or power for all or any other times.
8.6 Partial Invalidity. If any provision in this Agreement is held
by a court of competent jurisdiction to be invalid, void, or unenforceable,
the remaining provisions shall nevertheless continue in full force without
being impaired or invalidated in any way.
8.7 Law Governing Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
8.8 Jurisdiction/Venue. Jurisdiction and venue for any dispute
arising out of this Agreement shall be exclusively in the city of Houston,
State of Texas.
8.9 Construction. If any construction is to be made of any provision
of this Agreement, it shall not be construed against either party on the
ground such party was the drafter of the Agreement or any particular
provision.
8.10 Time. Time is of the essence in this Agreement.
8.11 Corporate Authorization. If any signatory of this Agreement is
a corporation, said signatory represents and warrants that this Agreement and
the undersigned's execution of this Agreement have been duly authorized and
approved by the corporation's Board of Directors. The undersigned officers
and representatives of the corporation(s) executing this Agreement on behalf
of the corporation(s) represent
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and warrant they are officers of the corporation(s) with full authority to
execute this Agreement on behalf of the corporation(s).
IN WITNESS WHEREOF, the undersigned have executed this Agreement,
effective as of April 1, 2004:
CLIENT: CONSULTANT:
GK Intelligent Systems, Inc. Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
By: ____________________________ By: _____________________________
Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
Its: President
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