CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into as of the 15th day of June,
2000, by and between LEVEL JUMP FINANCIAL GROUP, INC., a Florida corporation
(hereinafter referred to as the "Company"), and Xxxxxxxx Xxxxxxx (hereinafter
referred to as "Consultant").
RECITALS:
A. The Company wishes to retain the Consultant as an independent contractor
consultant.
B. The Consultant represents and warrants that he has no prior legally binding
obligations that are in conflict with his entering into this Consulting
Agreement.
C. The Consultant is willing to be so retained on the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. RETAINER. The Company hereby retains Consultant as an independent
contractor consultant, and Consultant hereby accepts such retainer on the terms
and conditions hereinafter set forth.
2. TERM. The term of this Consulting Agreement shall be for the period
commencing on June 13, 2000, and continuing until December 13, 2000, at which
time it shall terminate, unless terminated earlier as provided elsewhere in this
Consulting Agreement. This Consulting Agreement may be continued for a period
beyond the term by the mutual written agreement of the parties.
3. DUTIES OF CONSULTANT. The Company retains Consultant as an Internet
development and web hosting advisor as well as a general business advisor and
consultant to management on all matters pertaining to the business of the
Company. Consultant shall further render such additional services as are
pertinent and related to the foregoing duties.
In his capacity as a general advisor and consultant to management of the
Company, Consultant shall not be required to devote his full time and efforts to
the business of the Company; provided, however, in addition to other duties,
Consultant shall be available for such periods of time as are reasonably
required to adequately perform the required tasks. Consultant shall also be
available, at the mutual convenience of the parties, to study specific matters
or problems submitted to Consultant by management of the Company.
Consultant shall render the services required in this Consulting Agreement as an
independent contractor. Deadlines in respect of the service and functions of
Consultant shall be mutually agreed upon. Consultant shall have no authority or
power of decision over any of the Company's activities or employees.
Consultant shall be required to provide transportation with respect to the
duties and functions of Consultant under this Consulting Agreement and the
Company shall have no responsibility to furnish supplies and/or office
availability to Consultant.
Consultant shall be responsible for all employment related taxes and
withholdings from amounts paid pursuant to this Consulting Agreement and the
Company shall not be liable or responsible for any such taxes and withholdings.
Consultant shall use his best efforts to advance the business and welfare of the
Company, and shall not intentionally take any action against the best interests
of the Company.
4. CONSIDERATION. As full and complete consideration for any and all services
(except out-of-pocket expenses approved by the Company) which Consultant may
render to the Company, the Company shall pay Consultant an aggregate of Eight
Hundred (800,000) shares of the Company's Common Stock at the discretion of the
Company as work is completed. To the extent permitted by applicable law, the
issuance of the shares by the Company will be pursuant to their being registered
on Form S-8 under the United States federal securities laws. The Company will
proceed to register the shares, provided that time is not of the essence, and
the Company may not proceed with the registration or withdraw the registration
at any time.
5. RESTRICTIVE COVENANT. During the term of this Consulting Agreement and for
three (3) months after its termination, Consultant will not, on his own account
or as an employee, consultant, partner, officer, director, or stock holder of
any other person, firm, partnership, or corporation, conduct, engage in, be
connected with, have any interest in, or aid or assist anyone else engaging in
the business conducted by the Company, except that Consultant shall be permitted
to own, for himself, shares of the common stock of any company engaged in a
business similar to that business conducted by the Company, whose shares are
regularly traded on a United States national securities exchange or NASDAQ or
any other similar exchange provided that the ownership of Consultant in such
company is not in excess of three percent (3%) of the total issued and
outstanding shares of any such company. Consultant agrees that the limitation in
this Section 5 is the minimum period of time necessary to protect the Company,
its successors and assigns, in the use or employment of the goodwill of the
businesses conducted by the Company. Consultant agrees and acknowledges that in
his capacity as Consultant, he will be contacting customers of the Company and
as such, the Company is entitled to the protection afforded by this restriction
to preserve the benefits which are to be acquired pursuant to the Agreement.
Consultant agrees that damages cannot compensate the Company in the event of a
violation of this noncompetitive covenant, and that injunction relief would be
essential for the protection of the Company, its successors and assigns.
Consultant, therefore, agrees and consents that in case of any such breach or
violation, the Company may have such injunctive relief, without bond, but upon
due notice, in addition to such further or other relief as may appertain at
equity or law. No waiver of any breach or violation hereof shall be implied from
forbearance or failure by the Company to take action under this Section 5. It is
the desire and intent of the parties that the provisions of this Section 5 be
enforced to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular portion of this Section 5 is determined and adjudicated to be invalid
or unenforceable, this Section 5 shall be deemed amended to delete therefrom
that portion thus determined and adjudicated to be invalid or unenforceable,
such deletion to apply only with respect to the operation of this Section 5 and
the particular jurisdiction in which such adjudication is made; provided,
further, to the extent any provision of this Section 5 is deemed unenforceable
by virtue of its scope, but may be made enforceable by limitation thereof, the
parties agree that the same shall, nevertheless, be enforceable to the fullest
extent permissible under the laws and public policies applied in such
jurisdiction in which enforcement is sought.
6. DISCLOSURE OF INFORMATION. Consultant recognizes and acknowledges as a
result of his employment by the Company, he will have access to discover
information which is of a proprietary nature to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products. In addition,
information will or has been disclosed to Consultant, or has been discovered by
Consultant, concerning marketing plans, processes, products, apparatus,
techniques, know-how, trade secrets, strategies, customer lists, and technical
requirements of customers of the Company. Consultant agrees that he will not,
without the prior written approval of the Company, disclose any such proprietary
information of the Company to anyone not in the employ of the Company, or use
any such information other than for the purposes of this Consulting Agreement.
Consultant agrees that he will not allow any other person engaged by him to have
access to any of the proprietary information unless he first obtains such
person's agreement not to disclose or use such information, and such agreement
is enforceable by the Company, and binding upon the Consultant and such third
person. These obligations shall not apply, however, to information which is or
becomes generally available to the public through no fault of Consultant.
7. TERMINATION. This Agreement shall terminate:
a. On December 13, 2000.
b. At the Company's option, upon the breach by Consultant of any of the
terms and conditions contained herein.
c. At Consultant's option, upon failure of the Company to make timely
payments under paragraph 4 hereof.
d. Upon mutual written agreement of the parties hereto.
e. At the Company's option, on not less than ten (10) days written
notice, Company may terminate the consulting services and related obligations
under this agreement.
8. NOTICES. Any notice required or permitted to be given under this Consulting
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid, to his residence in the case of Consultant,
its principal office in the case of the Company and shall be effective upon
deposit into the United States Postal Service or Canada Post, or in the case of
personal delivery when actually delivered.
9. WAIVER. The waiver by the Company of a breach of any provision of this
Consulting Agreement by Consultant shall not operate or be construed as a waiver
of any subsequent breach by Consultant.
10. BINDING EFFECT. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Consultant without the
prior written consent of the Company.
11. SEVERABILITY. If any provision of this Consulting Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Consulting Agreement, and the balance of this Consulting Agreement shall
remain in force between the parties to the fullest extent permitted by law.
12. ENTIRE AGREEMENT. This Agreement shall be deemed to express, embody, and
supersede all previous understandings, agreements and commitments, whether
written or oral, between the parties hereto with respect to the subject matter
hereof and to fully and finally set forth the entire agreement between the
parties hereto. No modifications shall be binding unless stated in writing and
signed by both parties hereto.
13. GOVERNING LAW/VENUE. This Agreement shall be governed by the laws of the
State of New York. Any action involving or affecting this Consulting Agreement
or the services to be performed shall be determined by arbitration in the State
of New York, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association.
14. PRIOR AGREEMENTS. This Agreement supersedes and renders null and void all
prior written or oral agreements by and between the Company or its affiliates
and Consultant, except as provided herein or in any amendments or addendums
hereto.
15. SURVIVAL OF COVENANTS. Upon termination of this Agreement for any reason,
the covenants contained in Section 5 and Section 6 shall survive such
termination.
16. COUNTERPARTS. This Agreement may be signed in one or more counterparts but
all of which taken together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day, month and year first above written.
COMPANY:
LEVEL JUMP FINANCIAL GROUP, INC.
By: ____________________
Its: President
CONSULTANT:
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Xxxxxxxx Xxxxxxx
