CONSULTANT AGREEMENT
This Agreement is made and entered into as of the 22 day of
March 2000, between Infocall Communications Corp., a Virginia
corporation (the "Company") and Xxxxx X. Xxxx ("Consultant").
In consideration of and for the mutual promises and covenants
contained herein, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties agree as
follows:
1. Purpose. The Company hereby employs the Consultant
during the Term (as defined below) to render consulting services to
the Company and its investors in connection with identification and
negotiation of merger and/or acquisition opportunities, upon the
terms and conditions as set forth herein.
2. Term. This Agreement shall be effective for a period of
one year (the "Term") commencing on the date hereof and shall be
terminable by the Company at its will at any time upon five
business days' written notice.
3. Duties of Consultant. During the term of this Agreement,
the Consultant shall provide the Company with such regular and
customary advisory services as is reasonably requested by the
Company, provided that the Consultant shall not be required to
undertake duties not reasonably within the scope of the services
contemplated by this Agreement. In performance of these duties, the
Consultant shall provide the Company with the benefits of
Consultant's best judgment and efforts. It is understood and
acknowledged by the parties that the value of the Consultant's
advise is not measurable in any quantitive manner, and the
Consultant shall be obligated to render advice, upon the request of
the Company, in good faith, but shall not be obligated to spend any
specific amount of time in doing so. The Consultant's duties may
include at the Company's request, but will not necessarily be
limited to:
a. Assisting in the identification opportunities that
fit with the Company's long-term objectives.
b. Assisting in the negotiation of contracts with
identified merger/acquisition opportunities.
Notwithstanding the foregoing, it is understood and
acknowledged by the parties that the Consultant shall not render
advice and/or services to the Company in any manner, directly or
indirectly, that is in connection with the offer or sale of
securities in a capital raising transaction or that could result in
market making.
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Exhibit - 10.13
4. Expenses. The Company, upon receipt of appropriate
supporting documentation, shall reimburse the Consultant for any
and all pre-approved reasonable out-of-pocket expenses incurred by
him in connection with services requested by the Company,
including, but not limited to, all charges for travel, printing
costs and other expenses spent on the Company's behalf.
5. Compensation. For services to be rendered by the
Consultant hereunder, on the date hereof the Consultant shall
receive a certificate for 100,000 shares of the Company's common
stock, par value $.0001 per share (the "Shares"). Consultant
represents to the Company that (a) he is not a registered broker-
dealer; (b) he is not affiliated with any registered broker-
dealers; and (c) he does not purchase or sell securities or
structure the purchase or sale of securities for third parties as
his business.
6. Further Agreements. Because of the nature of the
services being provided by Consultant hereunder, Consultant
acknowledges that he may receive access to Confidential Information
(as defined in Section 7 hereof) and that, as a consultant to the
Company he will attempt to provide advice that serves the best
interests of the Company. Because of the uniqueness of this
relationship, the Consultant covenants and agrees that, with
respect to the Shares that he receives, Consultant shall, at all
times that he is the beneficial owner of such Shares, vote such
shares on all matters coming before him as a stockholder of the
Company in the same manner as the majority of the Board of
Directors of the Company shall recommend.
7. Confidentiality. Consultant acknowledges that as a
consequence of his relationship with the Company, he may be given
access to confidential information which may include the following
types of information: financial statements and related financial
information with respect to the Company and its subsidiaries (the
"Confidential Financial Information"), trade secrets, products,
product development, product packaging, future marketing materials,
business plans, certain methods of operations, procedures,
improvements, systems, customer lists, supplier lists and
specifications, and other private and confidential materials
concerning the Company's business (collectively, "Confidential
Information").
Consultant covenants and agrees to hold such Confidential
Information strictly confidential and shall only use such
information solely to perform his duties under this Agreement, and
Consultant shall refrain from allowing such information to be used
in any way for his own private or commercial purposes. Consultant
shall also refrain from disclosing any such Confidential
Information to any third parties. Consultant further agrees that
upon termination or expiration of this Agreement, he will return
all Confidential Information and copies thereof to the Company and
will destroy all notes, reports and other material prepared by or
for him containing Confidential Information. Consultant understands
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Exhibit - 10.13
and agrees that the Company might be irreparably harmed by
violation of this Agreement and that monetary damages may be
inadequate to compensate the Company. Accordingly, the Consultant
agrees that, in addition to any other remedies available to it at
law or in equity, the Company shall be entitled to injunctive
relief to enforce the terms of this Agreement.
Notwithstanding the foregoing, nothing herein shall be
construed as prohibiting Consultant from disclosing any
Confidential Information (a) which at the time of disclosure,
Consultant can demonstrate either was in the public domain and
generally available to the public or thereafter becomes a part of
the public domain and is generally available to the public by
publication or otherwise through no act of the Consultant; (b)
which Consultant can establish was independently developed by a
third party who developed it without the use of the Confidential
Information and who did not acquire it directly or indirectly from
Consultant under an obligation of confidence; (c) which Consultant
can show was received by him after the termination of this
Agreement from a third party who did not acquire it directly or
indirectly from the Company under an obligation of confidence; or
(d) to the extent that the Consultant can reasonably demonstrate
such disclosure is required by law or in any legal proceeding,
governmental investigation, or other similar proceeding.
8. Severability. If any provision of this Agreement shall
be held or made invalid by a statute, rule, regulation, decision of
a tribunal or otherwise, the remainder of this Agreement shall not
be affected thereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
9. Governing Law, Venue; Jurisdiction. This Agreement shall
be construed and enforced in accordance with and governed by the
laws of the State of Florida, without reference to principles of
conflicts or choice of law thereof Each of the parties consents to
the jurisdiction of the U.S. District Court sitting in the 11th
District of the State of Florida or the state courts of the State
of Florida sitting in Dade County 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 conveniens, to the bringing of any such
proceeding in such jurisdictions. Each party hereby agrees that if
another party to this Agreement obtains a judgment against it in
such a proceeding, the party which obtained such judgment may
enforce same by summary judgment in the courts of any country
having jurisdiction over the party against whom such judgment was
obtained, and each party hereby waives any defenses available to it
under local law and agrees to the enforcement of such a judgment.
Each party to this Agreement irrevocably consents to the service of
process in any such proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such party at its
address set forth herein. Nothing herein shall affect the right of
any party to serve process in any other manner permitted by law.
Each party waives its right to a trial by jury.
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Exhibit - 10.13
10. Miscellaneous.
a. Any notice or other communication between parties
hereto shall be sufficiently given if sent by certified or
registered mail, postage prepaid, if to the Company, addressed to
it at 0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000,
Attention: Xxxxxx X. Richfield, CEO, telephone number (703) 734-
5650, facsimile number: (000) 000-0000, or if to the Consultant,
addressed to him at 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, XX,
or to such address as may hereafter be designated in writing by one
party to the other. Any notice or other communication hereunder
shall be deemed given three days after deposit in the mail if
mailed by certified mail, return receipt requested, or on the day
after deposit with an overnight courier service for next day
delivery, or on the date delivered by hand or by facsimile with
accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated above (if delivered on
a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours
where such notice is to be received).
b. This Agreement embodies the entire Agreement and
understanding between the Company and the Consultant and supersedes
any and all negotiations, prior discussions and preliminary and
prior arrangements and understandings related to the central
subject matter hereof
c. This Agreement has been duly authorized, executed
and delivered by and on behalf of the Company and the Consultant.
d. This Agreement and all rights, liabilities and
obligations hereunder shall be binding upon and inure to the
benefit of each party's successors but may not be assigned without
the prior written approval of the other party.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date hereof.
Infocall Communications Corp.
By: /s/Xxxxxx X. Richfield
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[Xxxxxx X. Richfield, CEO]
By: /s/Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Consultant
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Exhibit - 10.13
