EXHIBIT 10.2
MARKING PLAN CONSULTING AGREEMENT
This Agreement made this 2nd day of July, 2003, by and between Xxxx Xx Xxxxxx
located at 00 Xxxx Xx., Xxxxx 000, Xxxxxxx, Xxxxxxx Xxxxxx M5V-3T5, hereinafter
referred to as "Consultant" and XXXX, Inc., a Colorado corporation, Its agents,
successors or assigns, hereinafter referred to as "XXXX" or "Client," whose
address is 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000.
Whereas Consultant is in the business of providing Marketing Plan
Consulting services to businesses and whereas Client desires to retain
Consultant for the following purposes:
To develop a focused Marketing Plan, including marketing strategies,
market forecasts and cost models for the Client's Time Critical Quantifier (TCQ)
Algorithm. The marketing plan should focus on a streaming video product based on
TCQ and assume a hardware encoder and a software down-line loadable "plug-ins"
decoder. The plan should include marketing targets.
For and in consideration of mutual benefits, detriments, and promises, and
the cross considerations hereinafter set forth, the adequacy of which is hereby
acknowledged, the parties here to, and XXXX, collectively "THE PARTIES", hereby
covenant and agree as follows:
1. Services
a. The Consultant is hereby engaged by XXXX to develop REVA'S business
plan as set forth above.
2. Compensation
a. XXXX hereby agrees to pay the Consultant for the services set forth
in Paragraph 1, the following non-refundable retainer items:
1. The issuance of 100,000 shares of S-8 free-trading common stock
(such stock shall be issued within three days after the date
hereof).
2. All shares when issued, must be issued to individuals pursuant to
the requirements of Form S-8. the Consultant will provide an
address and social security number for I. R. S. Form 1099 filing.
b. XXXX shall pay all out-of-pocket expenses related to the services set
forth in Paragraph 1 above, subject to budget approval by XXXX prior to
incurring the expense.
3. Termination of Agreement
This Consulting Agreement may not be terminated by either party prior
to the expiration of the term provided herein above, except as follows:
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a. Upon the bankruptcy or liquidation of the other party, whether
voluntary or involuntary;
b. Upon the other party taking the benefit of any insolvency law;
c. Upon the other party having or applying for a receiver appointed for
either party; and/or
d. Mutual consent of the parties.
4. Notices
All notices hereunder shall be in writing and addressed to the party at
the address herein set forth, or at such other address which notice pursuant to
this section may be given, and shall be given by either certified mail, express
mail or other overnight courier service. Notices shall be deemed given upon the
earlier of actual receipt or three (3) business days after being mailed or
delivered to such courier service. Any notices to be given hereunder shall be
effective if executed by and/or sent by the attorneys for THE PARTIES giving
such notice and, in connection therewith, THE PARTIES and their respective
counsel agree in giving such notice such counsel may communicate directly in
writing with such party to the extent necessary to give such notice.
5. Attorney Fees
In the event either party is in default of the terms or conditions of
this Consulting Agreement and legal action is initiated or suit be entered as a
result of such default, the prevailing party shall be entitled to recover all
costs incurred as a result of such default including reasonable attorneys fees,
expenses and court costs through trial, appeal and to final disposition.
6. Time is of the Essence
Time is hereby expressly made of the essence of this Consulting
Agreement with respect to the performance by THE PARTIES of their respective
obligations hereunder.
7. Inurement
This Consulting Agreement shall inure to the benefit of and be binding
upon THE PARTIES hereto and their respective heirs, executors, administrators,
personal representatives, successors, and assigns.
8. Entire Agreement
This Consulting Agreement contains the entire agreement of THE PARTIES.
It is declared by THE PARTIES that there are no other oral or written agreements
or understanding between them affecting this Agreement. This Agreement
supercedes all previous agreements.
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9. Amendments
This Agreement may be modified or amended provided such modifications
or amendments are mutually agreed upon by and between THE PARTIES hereto and
that said modifications or amendments are made only by an instrument in writing
signed by THE PARTIES.
10. Waivers
No waiver of any provision or condition of this Agreement shall be
valid unless executed in writing and signed by the party to be bound thereby,
and then only to the extent specified in such waiver. No waiver of any provision
or condition of this Agreement shall be construed as a waiver of any other
provision or condition of this Agreement, and no present waiver of any provision
or condition of this Agreement shall be construed as a future waiver of such
provision or condition.
11. Non-Waiver
The failure of either party, at any time, to require any such
performance by any other party shall not be construed as a waiver of such right
to require such performance, and shall in no way affect such party's right to
require such performance and shall in no way affect such party's right
subsequently to require a full performance hereunder.
12. Construction of Agreement
Each party and its counsel have participated fully in the review and
revision of this Agreement. Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement.
13. Applicable Law
THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND
GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF VIRGINIA FOR WHICH THE
COURTS IN CULPEPER COUNTY, VIRGINIA SHALL HAVE JURISDICTION WITHOUT GIVING
EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF ANY STATE.
14. Counterparts
This Agreement may be executed in a number of identical counterparts.
Each such counterpart is deemed an original for all purposes and all such
counterparts shall, collectively, constitute one agreement, but, in making proof
of this Agreement, it shall not be necessary to produce or account for more than
one counterpart.
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15. Facsimile
A facsimile copy of this Agreement is acceptable.
16. Acceptance of Agreement.
Unless both parties have signed this Agreement within ten (10) business
days of the date listed above, this Agreement shall be deemed automatically
withdrawn and terminated.
IN WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in
execution of this Consulting Agreement this 2nd day of July, 2003, by and
between:
Xxxx Xx Xxxxxx XXXX, INC.,
a Colorado corporation
By:/s/Xxxx Xx Xxxxxx By:/s/Xxxx X. Xxxxx
Xxxx Xx Xxxxxx Xxxx X. Xxxxx, President
Date: July 2, 2003 Date: July 2, 2003
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