EXHIBIT 10
INDEPENDENT CONTRACTOR / CONSULTING AGREEMENT
THE AGREEMENT is made and entered into as of this 15th day of March, 2000 by and
between LASV Enterprises, Inc., hereinafter referred to as "Client", with its
principal place of business at 000 - 0000 000xx Xxxxxx, Xxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx X0X 0X0, and Xxxxx Xxxx, with her place of business at 00000
XxXxxx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, hereinafter referred
to as "Consultant".
RECITALS
A. WHEREAS, Client is a development stage company; and
B. WHEREAS, the Consultant is generally knowledgeable in the areas of
representation of the Dominican Republic consistent with the business
operations of the Company and possesses experience in government
negotiations, application requirements to obtain Gaming Licenses, and
arrangement for completion of the remaining condominiums and buildings;
and
C. WHEREAS, the Company wishes to engage the Consultant on a non-exclusive
basis as an independent contractor to utilize Consultant's general
promotional experience and specific negotiating and strategic
development experience for this type of Company; and
D. WHEREAS, the Consultant is willing to be so retained on the terms and
conditions as set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains and engages Consultant to perform
the following consulting services ( the `Consulting Services'):
1.1.1.Duties of Consultant. The Consultant will provide such services and
advice to the Company so as to assist the Company in negotiations with
the Minister of Finance for the Dominican Republic for issuance of a
Gaming License for the project development. Without limiting the
generality of the foregoing, Consultant will also assist the Company
in its strategic development experience and completion of the project
and buildings, evaluating acquisition proposals, prepare reports and
studies thereon when advisable, and assist in negotiations and
discussions pertaining to the Dominican Republic, acquisitions and
mergers and overall future projection of the Dominican Republic.
Specifically consulting with builders and developers for completion of
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the project. Nothing contained herein constitutes a commitment on the
part of the Consultant to find an acquisition for the Company or, if
such target is found, that any transaction will be completed. This
Agreement is not a contract for listing services, and nothing in this
Agreement will require the Consultant to negotiate on behalf of the
Company, with corporations that are involved with listings or making a
market in corporate securities in the OTC markets. Consultant and
Client both specifically disavow any such responsibilities of
Consultant and agree that no such conduct on behalf of the company
shall ever be authorized under this agreement.
2. Duties Expressly Excluded. This Agreement expressly excludes the Consultant
from providing any and all capital formation and/or public relation
services to the Company inclusive of but not limited to (i) direct or
indirect promotion of the Company's securities; (ii) assistance in making
of a market in the Company's securities; and (iii) assistance in obtaining
debt and / or equity financing. The Consultant shall not have the power of
authority to bind the Company to any such transaction.
3. Consideration. Client and Consultant agree that Consultant receive from the
Client a fee of $225,000.00 (two hundred and twenty five thousand dollars
U.S.) or One Million five hundred thousand (1,500,000) shares of Client's
$.001 common stock as consideration for the services rendered or to be
rendered pursuant to this Agreement. Time and place for payment shall be
agreed upon by the parties and shall under all circumstances be reasonable.
4. Term. This Agreement shall be effective for a term of twenty four (24)
months starting from the date first written above unless sooner terminated
upon mutual written agreement of the parties hereto.
5. Expenses. Consultant shall bear his out-of-pocket costs and expenses
incident to performing the Consulting Services, without a right of
reimbursement from the Company unless such expenses are pre-approved by the
Company.
6. Consultant's Liability. In the absence of gross negligence or willful
misconduct on the part of the Consultant or the Consultant's breach of any
terms of this Agreement, the Consultant shall not be liable to the Company
or to any officer, director, employee, stockholder or creditor of the
Company, for any act or omission in the course of or in connection with the
rendering or providing of services hereunder. Except in those cases where
the gross negligence or willful misconduct of the Consultant or the breach
by the Consultant of any terms of this Agreement is alleged and proven, the
Company agrees to defend, indemnify, and hold the Consultant harmless from
and against any and all reasonable costs, expenses and liability (including
reasonable attorney's fees paid in the defense of the Consultant) which may
in any way result from services rendered by the Consultant pursuant to or
in any connection with this Agreement. This indemnification expressly
excludes any and all damages as a result of any actions or statements, on
behalf of the Company, made by the Consultant without the prior approval or
authorization of the Company.
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7. Company's Liability. The Consultant agrees to defend, indemnify, and hold
the Company harmless from any and all reasonable costs, expenses and
liability (including reasonable attorney's fees paid in defense on the
Company) which may in any way result pursuant to its gross negligence or
willful misconduct or in any connection with any actions taken or
statements made, on behalf of the Company, without the prior approval or
authorization of the Company or which are otherwise in violation of
applicable law.
8. Representations. The Consultant makes the following representations:
8.1.1. Consultant has no prior or existing legally binding obligations that
are in conflict with its entering into this Agreement;
8.1.2. Consultant shall not offer or make payment of any consideration to
brokers, dealers, or other for purposes of inducing the purchase,
making of a market or recommendation for the purchase of the Company's
securities;
8.1.3. Consultant is not currently the subject of an investigation or
inquiry by the Securities and Exchange Commission, the NASD, or any
state securities commission;
8.1.4. Consultant's activities and operations fully comply with now and
will comply with in the future all applicable state and federal
securities laws and regulations;
8.1.5. Consultant understands that, as a result of its services, it may
come to possess material non-public information about the Company, and
that it has implemented internal control procedures designed to
reasonably insure that it and none of its employees, agents,
Consultant or affiliates, trade in the securities of client companies
while in possession of material non-public information;
8.1.6. During the Term of this Agreement and for a period of two years
thereafter, the Consultant shall treat as the Company's confidential
trade secrets all date, information, ideas, knowledge and papers
pertaining to the affairs of the Company. Without limiting the
generality of the foregoing, such trade secrets shall include; the
identity of the Company's customers, suppliers and prospective
customers and suppliers; the identity of the Company's customers,
suppliers and prospective customers and suppliers; the identity of the
Company's creditors and other sources of financing' the Company's
estimating and costing procedures and the cost and gross prices
charged b the Company for its products; the prices or other
consideration charged to or required of the Company by any of its
suppliers or potential suppliers; the Company's sales and promotional
policies; and all information relating to entertainment programs or
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properties being produced or otherwise developed by the Company. The
Consultant shall not reveal said trade secrets to others except in the
proper exercise of its duties for the Company, unless compelled to
disclose such information by judicial or administrative process;
provided, however, that the divulging of information shall not be a
breach of this Agreement to the extent that such information was (i)
previously known by the party to which it is divulged, (ii) already in
the public domain, all through no fault of the Consultant, or (iii)
required to be disclosed by Consultant pertaining to the affairs of
the Company's suppliers and customers and prospective customers and
suppliers as confidential trade secrets of such customers and
suppliers and prospective customers and suppliers, and;
8.1.7. Consultant agrees to notify the Company immediately if at any time,
any of the representations and warranties made by the Consultant
herein are no longer true and correct or if a breach of any of the
representations and warranties made by the Consultant herein occurs.
9. The Company makes the following representations:
9.1.1. The Company is not currently the subject of an investigation or
inquiry by the Securities and Exchange Commission, the NASD, or any
state securities commission.
9.1.2. The Company is in good standing in its state of incorporation.
9.1.3. The Company and its senior management are not aware of any
materially adverse events not previously disclosed in the Company's
annual and quarterly reports with the Securities and Exchange
Commission.
10. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior agreements and
understandings related to the primary subject mater hereof. This Agreement
shall not be modified except by written instrument duly executed by each of
the parties hereto.
11. Waiver. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute a waiver of any other provisions, nor shall any
waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
12. Assignment and Binding Effect. This Agreement and the rights hereunder may
not be assigned by the parties (except by operation of law or merger) and
shall be binding upon and inure t the benefit of the parties and their
respective successors, assigns and legal representatives.
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13. Notices. Any notice or other communication between the parties hereto shall
be sufficiently given if sent by certified or registered mail, postage
prepaid, or faxed and confirmed at the following locations:
Company:
LASV ENTERPRISES, INC.
000-0000 000xx Xxxxxx
Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxxxx Xxxxxx
Consultant:
Xxxxx Xxxx
00000 XxXxxx Xxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxxx Xxxx
or at such other location as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice or other communication shall
be deemed to be given on the date of receipt.
14. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid
for any reason whatsoever, such unlawfulness or invalidity shall not affect
the validity of this Agreement.
15. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware, without giving effect to
conflicts of laws.
16. Headings. The headings of this Agreement are inserted solely for the
convenience of reference and are not part of, and are not intended to
govern, limit or aid in the construction of any term or provision hereof.
17. Further Acts. Each party agrees to perform any further acts and execute and
deliver any further documents that may be reasonably necessary to carry out
the provisions and intent of this Agreement.
18. Acknowledgment Concerning Counsel. Each party acknowledges that it had the
opportunity to employ separate and independent counsel of its own choosing
in connection with this Agreement.
19. Independent Contractor Status. There is no relationship, partnership,
agency, employment, franchise or joint venture between the parties. The
parties have no authority to bind the other or incur any obligations on
their behalf.
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20. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first written above.
LASV Enterprises, Inc.
/s/ Xxxxxx Xxxxxx
BY: -----------------
Xxxxxx Xxxxxx
Xxxxx Xxxx
/s/ Xxxxx Xxxx
-----------------------
Xxxxx Xxxx
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