CONSULTING AGREEMENT
This Agreement is entered into on January 11, 2000 by and between SeaView
Underwater Research Inc., (hereinafter "SEAVIEW"), a Nevada corporation; and
T. Xxxxxxx Xxxxxxx (hereinafter "CONSULTANT," with respect to the following
facts:
A. SEAVIEW is engaged in business of manufacturing video cameras for
Underwater and Security Monitoring uses.
B. SEAVIEW is desirous of having CONSULTANT participate in business
consulting, specifically relating to trade show representation and dealer
network development activities.
NOW THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto agree as follows:
1. Services to be provided by CONSULTANT:
CONSULTANT has been and will continue to perform consulting services on behalf
of SEAVIEW.
2. Compensation.
2.1. As consideration for consultant services, SEAVIEW hereby grants to
T. Xxxxxxx Xxxxxxx 100,000 shares of its common free-trading stock, and also
50,000 shares of its common stock subject to restrictions as stated below. The
Shares will immediately be issued by SEAVIEW.
2.2. Expenses. SEAVIEW will be responsible for any expenses incurred by
CONSULTANT in performing its obligations under this Agreement.
3. Restricted Securities.
CONSULTANT represents that the shares are being acquired for her own account
and not on behalf of any other entity, and that the Shares are being acquired
for investment purposes and not for distribution. CONSULTANT represents that an
investment in the shares is a suitable investment for itself, taking into
consideration the restrictions on transferability affecting the shares and
underlying common stock. CONSULTANT understands that 50,000 shares of common
stock are "restricted securities" within the meaning of Rule 144 of the General
Rules and Regulations under the Securities Act of 1933 (the "Act") and
applicable state statutes.
4. Form S-8 Registration Statement.
SEAVIEW represents that it intends to file a registration statement on Form S-8
with the Securities and Exchange Commission as soon as reasonably practicable
and that it will include in such registration a statement of the shares of
common stock.
5. Items to be provided by SEAVIEW.
6. SEAVIEW agrees to provide CONSULTANT with current documentation and
access to any and all information necessary for CONSULTANT to perform services
under the terms of this agreement.
7. Other Instruments.
Each party hereby agrees to execute and deliver to the other party within five
(5) days after receipt of a written request therefore, such other and further
documents, statements of interest and holdings, designations and other
instruments and to take such other action as the parties deem necessary, useful
or appropriate to comply with any laws, rules or regulations or as may be
necessary under this Agreement.
8. Term of Agreement.
This Agreement will terminate February 1st, 2002, unless mutually extended by
the parties in writing.
9. Indemnification.
Each party shall indemnify, reimburse and hold harmless the other party against
all expenses, attorney's fees, losses, damages, claims, judgments and other
liabilities arising from any breach of such party's representations, warranties,
covenants and duties as set forth in this Agreement and/or arising from such
party's acts of omissions constituting willful misconduct or gross negligence.
Such party shall immediately indemnify, pay, and reimburse the expenses,
attorneys, fees, losses, damages, claims, judgments and other liabilities of the
other party as they arise.
10. Confidentiality.
Except as otherwise agreed by the parties, and except as required in connection
with the development, manufacturing, licensing, advertising and/or marketing of
the products, or as required by governmental or court order, each party agrees
to keep the other's information secret and confidential in the same manner as
its other confidential proprietary information, and agrees not to disclose in
any manner to any third party any technology, know-how, trade secrets or other
proprietary information of the other party, (the "Confidential Information")
secured as a result of or in connection with this Agreement. Upon the
termination of this Agreement, each party agrees to immediately cease using all
Confidential Information and return all documents, writings and materials
relating to Confidential Information to the other party. Other instruments of
Confidentiality as may be required outside the scope of this Agreement may also
be recognized.
10. Notices.
Any notice, payment, request, demand or other communication hereunder shall be
deemed to have been duly given when:
(i) Delivered personally to the party to be notified; or
(ii) Sent by facsimile transmission, twelve hours after the facsimile
message was sent to the facsimile number set forth below; or
(iii) Sent by registered or certified mail, three business days after the
date sent, postage paid, to the address set forth below; or
(iv) Sent by certified mail, upon delivery, postage paid, to the party to be
notified at the address set forth below:
If to SEAVIEW: If to CONSULTANT:
Xxxxxxx XxXxxxx T. Xxxxxxx Xxxxxxx
000 Xxxxxxx Xxxx. Xxxxxxx Xxxxxxxxxxxxx
Xxxxxx Xxxxx, XX 00000 San Xxxxxxxx Avenue
Facsimile: 000-000-0000 Warm Xxxxxxx Xxxxxxx, XX. 00000
Facsimile: 000-000-0000
Any party may change its address, facsimile number and/or representative at any
time by giving at least ten days prior written notice to the other.
11. Governing Law.
This Agreement shall be deemed to be made under and shall be construed in
accordance with the laws of the state of Florida.
12. Severability.
If any provision of the Agreement or the application thereof to any person
or circumstance shall be deemed to held to be invalid, illegal or unenforceable
to any extent, the remainder of this Agreement shall not be affected and the
application of such affected provision shall be enforced to the greatest extent
possible under law.
13. Headings.
All section or subsection titles or captions contained in this Agreement are
for convenience only and shall not be deemed part of the context of this
Agreement.
14. Entire Agreement.
This Agreement contains the entire understanding between and among the parties
hereto and supersedes any prior understandings and agreements between and among
them representing the subject of this Agreement.
15. Attorneys' Fees.
In the event litigation is instituted by either of the parties to enforce this
Agreement, the prevailing party in such litigation shall be entitled to recover
its attorneys' fees from the other party.
IN WITNESS WHEREOF, this Agreement has been executed on the date first above
written.
SEAVIEW UNDERWATER RESEARCH, INC., CONSULTANT
a FLORIDA corporation /s/T. Xxxxxxx Xxxxxxx
BY:/s/Xxxxxxx XxXxxxx, President
WITNESS:
/s/ Xxxxx Xxx, Secretary/Treasurer
