BUSINESS CONSULTING AGREEMENT
AGREEMENT, made this 2nd day of August, 2001 by and between XXXXXX, INC. ,
whose principle place of business is at 000 Xxxxx Xxxxxx Xxxxx Xxx
Xxxxxxx, XX 00000 hereinafter the "Company" and Xxxxxxx Xxxxx ,whose
principle place of business is at 000 Xxxx Xxxxxx, Xxxx Xxxxxxxxxx, XX
00000 hereinafter the "Consultant".
WHEREAS, the Company desires to obtain Consultant's services in connection
with the Company's business affairs and Consultant is willing to undertake
to provide such services as hereinafter fully set forth;
WITNESSETH
NOW, THEREFORE, the parties agree as follows:
1. TERM: The term of this Consulting Agreement shall be for a Twelve (12)
month period commencing on the date hereof.
2. NATURE OF SERVICES: During the term of this Agreement Consultant shall
provide advice to, undertake for and consult with the Company concerning
management, product/service expansion Attend meetings of the and
retrenchment, marketing consulting, strategic planning, liquidity
management, corporate organization and structure, financial matters in
connection with the operation of the business of the Company, and shall
review and advise the Company regarding its overall progress, needs and
condition. Consultant agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated thereby.
(a) Attend meetings of the Company's Board of directors or Executive
Committee(s) when so requested by the Company;
(b) Attend meetings for and at the request of the Company review,
analyze and report on proposed business opportunities;
(c) Consult with the Company concerning strategic corporate planning and
investment policies, including any revision of the Company's
business plan when requested by the company;
(d) Locate acquisitions for the Company;
(e) Assist in negotiating potential acquisitions;
(f) Assist in the implements of short term and long term strategic
planning as required by the Company;
(g) Advertise the Company's services and projects to its particular
industry;
(h) Implementation of short range and long term strategic planning to
fully develop and enhance the Company's assets, resources, products
and services; (i) Advise the Company of means to restructure its
debt and financial obligations;
(j) Negotiate with lenders regarding the restructuring of such debt
obligations;
(k) Assist the Company in the monitoring of services provided by the
Company's advertising firm, public relations firm and other
professionals to be employed by the Company;
(l) Advise the Company relative to the recruitment and employment of key
executives consistent with the expansion of operations of the
Company; and
(m) Advise and recommend to the Company additional services relating to
the present products/services offered by the Company as well as new
products/services that may be provided by the Company.
4. IT IS AGREED that the Consultant's services will not include any services
that constitute the rendering of legal opinions or performance of work
that is in the ordinary purview of a certified public accountant or any
work that it is the ordinary purview of a registered broker/dealer.
5. COMPENSATION: The Company agrees to compensate Consultant as follows:
Upon execution of this Agreement, the Company shall issue Consultant an
option to acquire 1,000,000 shares of the Company's free-trading stock at
an exercise price of $0.05 per share. Company shall open an escrow account
for sale of said shares, and upon receipt of monies for exercise of said
options and purchase of shares; Company shall immediately, or within 10
days; issue 1,000,000 shares as requested below:
Xxxxxxx Xxxxx...............1,000,000 options
6. EXPENSES: Consultant shall be entitled to reimbursement by the Company of
such reasonable out-of-pocket expenses as Consultant may incur in
performing services under this Consulting Agreement. Any significant
expenses shall be approved in advance with the Company.
7. LIABILITY OF CONSULTANT: In furnishing the Company with management advice
and other services as herein provided, neither Consultant nor any officer,
director or agent thereof shall be liable to the Company or its creditors
for errors of judgment or for anything except malfeasance, bad faith or
gross negligence in the performance of its duties or reckless disregard of
its obligations and duties under the terms of this agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to it reasonably believed to be accurate and
reliable and that, except as herein provided, Consultant shall not be
accountable for any loss suffered by the Company by reason of Company's
action or non-action on the basis of any advice, recommendation or
approval of Consultant, its employees or agents.
The parties further acknowledge that Consultant undertakes no
responsibility for the accuracy of any statements to be made by management
contained in press releases or other communications, including, but not
limited to, filings with the Securities and Exchange Commission and the
National Association of Securities Dealers.
8. CONFIDENTIALITY: Consultant will not disclose to any other person, firm or
corporation, nor use for his own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Consultant in the course
of his performing services hereunder. ( A trade secret is information not
generally known to the trade, which gives the Company an advantage over
its competitors. Trade secrets can include, by way of example, products or
services under development, production methods and processes, sources of
supply, customer lists, marketing plans and information concerning the
filing of pendency of patent applications). Any management advice rendered
by Consultant pursuant to this Consulting Agreement may not be disclosed
publicly in any manner without the prior written approval of Consultant.
9. INDEMNIFICATION: The Company agrees to indemnify and hold Consultant
harmless from and against all losses, claims, damages, liabilities, costs
or expenses (including reasonable attorneys' fees (collectively the
"Liabilities") joint and several, arising out of the performance of this
Consulting Agreement, whether or not Consultant is a party to such
dispute. This indemnity shall not apply, however, and Consultant shall
indemnify and hold the Company, its affiliates, control persons, officers,
employees and agents harmless from and against all liabilities, where a
court of competent jurisdiction has made a final determination that
Consultant engaged in gross negligence or willful misconduct in the
performance of its services hereunder which gave rise to the losses,
claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any such final determination, the indemnification and
reimbursement provision of this Consulting Agreement shall apply and the
Company shall perform its obligations hereunder to reimburse Consultant
for its expenses.) The provisions of
this paragraph shall survive the termination and expiration of this
Consulting Agreement.
10. BREACH OF CONTRACT: The sole remedy of the Company in respect of any
material breach of this Agreement by Consultant shall be to terminate this
Agreement upon the giving of thirty (30) days prior written notice, but no
such termination shall affect the options exercisable pursuant to
paragraph 5 hereof.
11. INDEPENDENT CONTRACTOR: Consultant and the Company hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold himself
out as, nor shall he take any action from which others might infer, that
he is a partner of, agent of or a joint venture of the Company.
12. HEADINGS: The headings in this Agreement are for reference purpose only
and shall not in any way affect the meaning or interpretation of this
Agreement.
13. SEVERABILITY OF PROVISIONS: The invalidity or unenforceability of any
term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or
enforcement of any other provision or any part thereof.
14. NOTICES: All notices to be given hereunder shall be in writing, with fax
notices being an acceptable substitute for mail and/or delivery to:
(i) Consultant
000 Xxxx Xxxxxx
Xxxx Xxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
(ii) Xxxxxx, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
15. MISCELLANEOUS:
a. All final decisions with respect to consultation, advice and
services rendered by Consultant to the Company shall rest
exclusively with the Company.
b. This Agreement contains the entire agreement of the parties hereto
and there are no representations or warranties other than those
contained herein. Neither party may modify this Agreement unless the
same is in writing and duly executed by both parties hereto.
c. By signing this Agreement, the Company admits to having no prior
knowledge of any pending S.E.C. or N.A.S.D investigations into the
trading of the securities of the Company or the activities of the
Company.
d. In the event this Agreement or performance hereunder contravene
public policy or constitute a material violation of any law or
regulation of any federal or state government agency, or either
party becomes insolvent or is adjudicated bankrupt or seeks the
protection of any provision of the National Bankruptcy Act, or
either party is enjoined, or consents to any order relating to any
violation of any state or federal securities law, then this
agreement shall be deemed terminated, and null and void upon such
termination; neither party shall be obligated hereunder and neither
party shall have any further liability to the other.
e. Any controversy or claim arising out of or related to this Agreement
shall be settled by arbitration in accordance with the rules and
under the auspices of the American Arbitration Association; and any
arbitration shall be conducted within the venue of Complainant
Agreed and Accepted on this 2nd day of August 2001.
Xxxxxx , Inc.
By: /s/ Xxxxxx Xxxxxx, President
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Xxxxxx Xxxxxx, President
Agreed and Accepted on this 2nd day of August 2001.
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
