CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is entered into as of this
29th day of March, 2001, by and between XxxxxxXxxx.xxx International, Inc. a
Delaware corporation (the "Company"), and Xxxxxxx Xxxxx, an individual residing
in the State of New York ("Consultant"), collectively referred to hereinafter as
the "Parties" or individually as a "Party."
WHEREAS, the Company is engaged in the business of creating an amateur
sports community through the Internet and other means; and
WHEREAS, the Company seeks to utilize the services of Consultant to
assist the Company in disseminating information concerning the Company's
business to the investing public.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, the Parties hereto agree as follows:
1. Services. During the term of this Agreement, Consultant agrees to
provide the following services (collectively, "Services"):
o Interview in audio and text format maintained on XXXxxxx.xxx
for 3 months with a link to Company's web site.
o Interview featured on XXXxxxx.xxx home page for all
registrants who request information on the Company's
sector/industry.
o Notification: All registrants who have requested information
on Company or its industry will receive an e-mail notification
of the Company's interview and will receive the Company's
press releases.
o Leads: will provides Company with leads from individuals who
have requested more information on the Company after
listening/reading interview on the XXXXxxx.xxx site.
o Audio/Text of interview is distributed to over 700 financial
sites.
o Transcript of interview distributed by e-mail to the
appropriate portfolio managers, buy-side analysts and traders
among 20,000 individuals at 3,300 institutions and to over
7,000 sell-side analysts and investment research professionals
at 425 institutions. Company is provided with names and e-mail
addresses of each party contacted.
o Profile of key products/services maintained on company page.
o All press releases maintained on Company page.
o Permission to post interview on Company's own internet site.
2. Term. This Agreement will become effective on the date stated above, and
will continue in effect for three (3) months.
3. Compensation. The Company shall pay, and Consultant hereby accepts as
full compensation for Services rendered hereunder, One Hundred Seventy Five
Thousand (175,000) shares of Common Stock.
4. Registration. As soon as practicable, the Company agrees to file a
Registration Statement with the Securities and Exchange Commission on Form S-8
with respect to the shares of Common Stock issued to Consultant pursuant to this
Agreement.
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5. Confidential Information. Consultant acknowledges that during the
term of this Agreement, Consultant will develop, discover, have access to, and
become acquainted with technical, financial, marketing, personnel, and other
information relating to the present or contemplated products or the conduct of
business of the Company which is of a confidential and proprietary nature
("Confidential Information"). Consultant agrees that all files, records,
documents, and the like relating to such Confidential Information, whether
prepared by them or otherwise coming into their possession, shall remain the
exclusive property of the Company, and Consultant hereby agrees to promptly
disclose such Confidential Information to the Company upon request and hereby
assigns to the Company any rights which Consultant may acquire in any
Confidential Information. Consultant further agrees not to disclose or use any
Confidential Information and to use his best efforts to prevent the disclosure
or use of any Confidential Information either during the term of this Agreement
or at any time thereafter, except as may be necessary in the ordinary course of
performing his duties under this Agreement. Upon termination of this Agreement
for any reason, Consultant shall promptly deliver to the Company all materials,
documents, data, equipment, and other physical property of any nature containing
or pertaining to any Confidential Information.
6. Indemnification. The Company shall indemnify and hold Consultant
harmless from and against all liabilities, obligations, damages, claims, costs
and expenses (including attorneys' fees) for which Consultant shall be held
responsible as a result of either the failure of the Company to perform in
accordance with its obligations under this Agreement or the negligence of the
Company, its employees, agents, servants and subcontractors or any of them. In
case any action or proceeding is brought against Consultant by reason of any
such claim, the Company, upon written notice from Consultant, shall, at the
Company's expense, resist or defend such action or proceeding by counsel
approved in writing by Consultant which approval shall not be unreasonably
withheld. Consultant shall indemnify and hold the Company harmless from and
against all liabilities, obligations, damages, claims, costs and expenses
(including attorneys' fees) for which the Company shall be held responsible as a
result of either the failure of Consultant to perform in accordance with its
obligations under this Agreement or the negligence of Consultant, its employees,
agents, servants and subcontractors or any of them. In case any action or
proceeding is brought against the Company by reason of any such claim,
Consultant, upon written notice from the Company, shall, at their expense,
resist or defend such action or proceeding by counsel approved in writing by the
Company which approval shall not be unreasonably withheld.
7. Assignment. This Agreement is for the unique personal services of
Consultant and is not assignable or delegable in whole or in part by Consultant
without the consent of an authorized representative of the Company. This
Agreement may be assigned or delegated in whole or in part by the Company and,
in such case, the terms of this Agreement shall inure to the benefit of, be
assumed by, and be binding upon the entity to which this Agreement is assigned.
8. Waiver or Modification. Any waiver, modification, or amendment of any
provision of this Agreement shall be effective only if in writing in a document
that specifically refers to this Agreement and such document is signed by the
Parties hereto.
9. Independent Contractor. The Parties agree that Consultant is an
independent contractor with respect to the Company and that no employment
relationship exists between the Parties hereto. Consultant shall use his own
professional discretion in performing the Services called for hereunder. As an
independent contractor, Consultant shall have no power to act for, bind, or
otherwise create or assume any obligation on behalf of the Company, for any
purpose whatsoever.
10. Entire Agreement. This Agreement constitutes the full and complete
understanding and agreement of the Parties hereto with respect to the subject
matter covered herein and supersedes all prior oral or written understandings
and agreements with respect thereto.
11. Severability. If any provision of this Agreement is found to be
unenforceable by a court of competent jurisdiction, the remaining provisions
shall nevertheless remain in full force and effect.
12. Notices. Any notice required hereunder to be given by either Party
shall be in writing and shall be delivered personally or sent by certified or
registered mail, postage prepaid, or by private courier, with written
verification of delivery, or by facsimile transmission to the other Party to the
address or telephone number set forth below or to such other address or
telephone number as either Party may designate from time to time
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according to this provision. A notice delivered personally shall be effective
upon receipt. A notice sent by facsimile transmission shall be effective
twenty-four hours after the dispatch thereof. A notice delivered by mail or by
private courier shall be effective on the third day after the day of mailing.
(a) To Consultant at: ------------------------------------
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(b) To the Company at: 10421 South 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
13. Governing Law; Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Utah without regard to the conflict
of laws. The Parties further agree that proper venue and jurisdiction for any
dispute under this agreement shall be the courts in the State of Utah.
IN WITNESS WHEREOF, Consultant has signed this Agreement personally and
the Company has caused this Agreement to be executed by its duly authorized
representative.
XXXXXXXXXX.XXX INTERNATIONAL, INC. CONSULTANT
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxx
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Xxxxxxx X. Xxxxx Xxxxxxx Xxxxx
President
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