EXHIBIT 10J
CONSULTING AGREEMENT WITH XXXXX XxXXXX
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CONSULTING AGREEMENT
THIS AGREEMENT, made this 1st day of January, 1997, by and between National
Pools Corporation, herein called "Company", with its principal offices at 000 -
00xx Xxxxxx, Xxx Xxxxxxxxx, XX 00000 and Xxxxx XxXxxx, herein called
"Consultant", an individual with offices at 000 Xxxxxxxx Xxx. #0, Xxx Xxxxx, XX
00000.
WHEREAS, Company desires to employ Consultant to provide consulting
services on various projects concerning financial matters for Company. Duties to
include full charge bookkeeping through financials.
NOW, THEREFORE, It is agreed as follows:
That for and in consideration of mutual covenants and promises between
parties hereto, it is hereby agreed that Consultant will furnish services and
Company will make payment for same upon presentation of Consultant's approved
invoices. Total amount payable by Company under this Agreement shall be based on
the SCHEDULE OF FEES presented in ATTACHMENT A to this Agreement Payment is
subject to the following terms and conditions.
Consultant shall be compensated based upon the attached schedule of
fees payable in shares of Company's common stock. Company agrees to include
sufficient number of shares of its common stock in a Form S-8 Registration
Statement. The net proceeds from the sale of these shares shall be applied
towards Consultant's hourly rate. Upon expiration of this Agreement Consultant
shall account to the Company for all sums received from the sale of shares.
(1) Company or Consultant may cancel the Agreement by giving thirty
(30) business days written notice to the other party. In the event of such
cancellation, Consultant shall be entitled to compensation for all services
rendered, plus incurred expenses, to the date of cancellation based on the
SCHEDULE OF FEES presented in ATTACHMENT A.
(2) Consultant shall invoice Company twice monthly; upon receipt of
invoice, Company shall make payment to Consultant within five (5) business days.
(3) Consultant expressly agrees to discharge at once all liens with may
be filed in connection with services performed and hold Company harmless
therefrom.
(4) Consultant shall not assign or delegate to any other person or
entity any rights or duties hereunder without express written consent of
Company.
(5) Consultant shall release, indemnify, defend and hold harmless
Company from and against any and all claims, costs and liability for injury to
or death of persons, and loss or damage to property hereto, caused by or in any
way connected with performance of this Agreement by Consultant, his agents or
employees, except when due to the negligence of Company and/or its agents.
(6) Both parties to the Agreement understand there are certain Company
duties and obligations under Federal and State regulations (and other
regulations, as applicable) that cannot be delegated to Consultant. The scope of
consulting services provided to Company through this Agreement shall not include
such duties or obligations.
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(7) Consultant's relationship to Company is and shall in all respects
be that of an independent consultant. Consultant shall be solely responsible for
its own labor relations policies and the enforcement thereof Consultant shall be
solely responsible for any Federal, State, County or City taxes upon such
payment made by Company.
(8) Both Company and Consultant agree to review all terms and
conditions of this Agreement during the month of January and the month of June
of each year, and modify such terms upon mutual consent.
(9) All materials prepared or developed by Consultant during hours
billed to Company (including but not limited to documents, calculations, maps,
sketches, notes and reports) shall become the properly of Company when prepared
whether delivered to Company or not, and if requested, shall be delivered to
Company upon termination of this Agreement.
(10) This Agreement shall take effect when both parties have signed the
Agreement and shall remain in effect until completion of all services contracted
hereunder or until terminated by either party, whichever is sooner.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed in duplicate as of the day and year first above written.
National Pools Corporation Xxxxx XxXxxx
By: /s/ Xxx Xxxxxxxxxx /s/ Xxxxx XxXxxx
----------------------------- ----------------------------------
Xxx Xxxxxxxxxx Xxxxx XxXxxx
Date: 1/1/96 Date: 1/1/96
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ATTACHMENT A
to the
CONSULTING AGREEMENT
between
National Pools Corporation
and
Xxxxx XxXxxx
SCHEDULE OF FEES
Hourly Rate: $45.00
Expenses: At Cost
Use of Personal Vehicle: $0.30 per mile
National Pools Corporation Xxxxx XxXxxx
By: /s/ Xxx Xxxxxxxxxx /s/ Xxxxx XxXxxx
------------------------ ----------------------------------
Xxx Xxxxxxxxxx Xxxxx XxXxxx
Date: 1/1/96 Date: 1/1/96
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