CONSULTING AGREEMENT
This
Consulting Agreement (the
“Agreement”) made on this 13 day of November 2007, by and between International
Consolidated Companies, Inc., located at 0000 00xx Xxxxxx,
Xxxxxxxx,
Xxxxxxx 00000 (the “Client”), and Xxxxxxx Xxxxxxxx, a professional
consultant, located at 0000 Xxxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx, 00000
(the “Consultant”) is made in consideration of the mutual promises made herein
and set forth as following:
ARTICLE
1.
TERM
OF CONTRACT
1.1 This
Agreement will become effective on November 13, 2007 and will continue in effect
for a period of six months, 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 for Client:
Client
agrees to arrange for
professional athletes, retired or active, to assists with aspects of the Company
promotions, including and not limited to public speaking, appearances, meetings,
and/or negotiations. Company has the right to have a representative
present on its behalf other than the Consultant, but, is not
required.
Consultant
will maintain the
professional standards of the Company at all times while representing said
Client.
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
aspect.
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 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 Retainer
Fee. Client shall pay a retainer fee of Three Hundred
Thousand (300,000) free trading shares of SGNM, common stock, which
shall be due and payable within 5 (Five) days of the execution of this Agreement
(the “Retainer Fee”).
3.2 Registration. Said
shares shall be registered with the U.S. Securities and Exchange
Commission on its Form S-8 or similar registration.
3.3 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 expense 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 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 the 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 of 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:
6.2.1 Unavailablity
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 of 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,
6.3.2 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
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 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 proceedings 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 parties, 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 anyone 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, 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. 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
November 13, 2007.
BY: /s/
Xxxxxxx X. Xxxxxxx, III
President
Consultant:
BY: /s/
Xxxxxxx X. Xxxxxxxx
