Exhibit 10.2 Consulting Agreement of Xxxxx XxXxxxx
CONSULTING AGREEMENT
This Agreement, entered into this 25 day of June 2002, is by and
between STAMPEDE WORLDWIDE INC (the "Company"), and Xxxxx XxXxxxx, an
individual (the "Consultant").
RECITALS:
WHEREAS, the Company wishes to compensate the Consultant for
services.
NOW, THEREFORE, in consideration of the mutual terms and
conditions set forth herein, and other consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree
as follows:
2. Engagement of Consultant. The Company hereby engages the
Consultant to perform the following services as an independent
contractor for the Company (hereinafter the "Consulting Services"):
(a) Create new projects;
(b) Coordinate new sales activities.
(c) Assist in sales activities with clients;
(d) Develop a team for promoting the new projects;
(e) Perform such other services as designated by the
president of the Company and agreed to by the
Consultant.
3. Compensation. As consideration for the services to be
performed under subsections (a) through (d) of Section 2 of this
Agreement, the Company shall pay to the Consultant $22,500. All
consideration is due upon the signing of this agreement. The Company
can convert the money owed into 750,000 common shares registered on
Form S-8 ("Common Stock"), using the closing bid price of the stock on
the date of this agreement. For additional services performed under
subsection (e) of Section 2, the parties shall designate in writing the
form of the consideration to be paid for such additional services prior
to commencing such services. If the Company requires participation by
consultant at out of town meetings, the Company agrees to provide pre-
paid travel and lodging, and additionally agrees to pay to consultant a
day rate of $1,000 per day
4. Personal Services. The services and compensation therefore
hereunder shall be strictly in accordance herewith and personal to
consultant and shall not be treated as compensation to OTC Success or
for fundraising or market development of the Company's stock.
5. Term and Termination. The term of this Agreement shall be
deemed to have commenced on June 25, 2002, and shall terminate on June
25, 2003, unless extended by the parties. This Agreement may be
terminated by the Company upon ten days' prior written notice, provided
that regardless of when terminated by the Company, the compensation
payable pursuant to this Agreement shall be deemed to have been earned
as of the date of this Agreement.
6. Covenants of the Consultant.
(a) Confidential Information. The Consultant recognizes
and acknowledges that certain information, including, but not limited
to, information pertaining to the financial condition of the Company,
its systems, methods of doing business, agreements with customers or
suppliers, or other aspects of the business of the Company or which are
sufficiently secret to derive economic value from not being disclosed
(hereinafter "Confidential Information") may be made available or
otherwise come into the possession of the Consultant by reason of his
services performed for the Company. Accordingly, the Consultant agrees
that he will not (either during or after the term of this Agreement)
disclose any Confidential Information to any person, firm, corporation,
association, or other entity for any reason or purpose whatsoever or
make use to his personal advantage or to the advantage of any third
party, of any Confidential Information, without the prior written
consent of the Company. The Consultant shall, upon termination of
this Agreement, return to the Company all documents which reflect
Confidential Information (including copies thereof). Notwithstanding
anything heretofore stated in this subsection 5(a), Consultant's
obligations under this subsection shall not, after termination of this
Agreement, apply to information which has become generally available to
the public without any action or omission of the Consultant (except
that any Confidential Information which is disclosed to any third party
by an employee or representative of the Company who is authorized to
make such disclosure shall be deemed to remain confidential and
protectable under this subsection).
(b) Records. All files, records, memoranda, and other
documents regarding former, existing, or prospective customers of the
Company or relating in any manner whatsoever to Confidential
Information or the business of the Company (collectively the
"Records"), whether prepared by the Consultant or otherwise coming into
his possession, shall be the exclusive property of the Company. All
Records shall be immediately placed in the physical possession of the
Company upon the termination this Agreement, or at any other time
specified by the Company. The retention and use by the Consultant of
duplicates in any form of Records after termination of this Agreement
is prohibited.
7. Nature of Relationship. The parties intend that Consultant
be an independent contractor and not an agent or employee of the
Company. The Company shall not provide office space or office
materials to Consultant to provide the services set forth in this
Agreement. Except for the compensation to be provided herein,
Consultant shall not be entitled to any of the benefits provided by the
Company to its employees. Consultant shall be responsible for and
shall pay any and all state, federal, or local taxes on compensation
paid to the Consultant hereunder.
8. Miscellaneous Provisions.
(a) Entire Agreement; Modification; Waiver. This Agreement
constitutes the entire agreement between or among the parties
pertaining to the subject matter contained in it and supercedes all
prior and contemporaneous agreements, representations, and
understandings of the parties, including, but not limited to, the
Previous Agreement. No supplement, modification, or amendment of this
Agreement will be binding unless executed in writing by all the parties
or the applicable parties to be bound by such amendment. No waiver of
any of the provisions of this Agreement will constitute a waiver of any
other provision, whether or not similar, nor will any waiver constitute
a continuing waiver. No waiver will be binding unless executed in
writing by the party making the waiver.
(b) Notices. All notices, requests, demands, and other
communications required to or permitted to be given under this
Agreement shall be in writing addressed tot he other party at the
address set forth below and shall be conclusively deemed to have been
duly given when:
(i) Hand-delivered to the other party; or
(ii) Received when sent by telex or facsimile at the
address and number set forth below; the next
business day after same have been deposited with
a national overnight delivery service, shipping
prepaid, addressed to the parties as set forth
below with next-business day delivery guaranteed,
provided that the sending party receives a
confirmation of delivery from the delivery
service provider; or three business days after
mailing if mailed from within the continental
United States by registered or certified mail,
return receipt requested, addressed to the
parties as set forth below.
Consultant:
Xxxxx XxXxxxx
00000 Xxxxxxx XX
Xxxxxxxxxxx XX 00000
Company:
Stampede Worldwide Inc.
0000 Xxxx Xxxx.
Xxxxx, Xxxxxxx 00000
(c) Dispute Resolution. The purpose and intent of the
parties is to resolve their disputes expeditiously, and in a
financially reasonable manner; and further that the parties will meet
personally, and directly and in good faith to discuss how to proceed
with dispute resolution and with that purpose and intent in mind. Any
dispute between the parties to this Agreement or any other controversy
or claim arising out of or relating to this Agreement or the breach
thereof shall be submitted to and resolved by binding arbitration in
Albuquerque, New Mexico. Such arbitration shall be conducted upon the
request of any party, before a single arbitrator, selected by the
parties or, failing agreement on a choice of an arbitrator within
thirty (30) days of service of written demand for arbitration, by an
arbitrator designated pursuant to the Uniform Arbitration Act, NMSA 44-
7-1 et seq. Once the arbitrator is selected, but as a condition
precedent to proceeding with arbitration, the parties shall engage on a
good-faith best efforts basis (i) in direct fact-to-face negotiations,
and failing resolution by negotiation, then (ii) mediation and, failing
mediation, then (iii) arbitration. Such arbitration shall be in
accordance with the laws of the State of New Mexico and pursuant to the
Uniform Arbitration Act, and subject to the Federal Rules of Civil
Procedure as the arbitrator may determine. The arbitration shall be
conducted within sixty (60) days of the selection of the arbitrator and
the arbitrator shall render his or her decision within twenty (20) days
after conclusion of the arbitration. The prevailing party in the
arbitration shall be entitled as a part of the arbitration award to the
costs and expenses (including reasonable attorney fees) of
investigating, preparing, and pursuing or defending the arbitration
claim as such costs and expenses are awarded by the arbitrator. The
duty to pursue the foregoing dispute resolution provisions shall
survive the termination or cancellation of this Agreement. Arbitration
pursuant to the foregoing shall be specifically enforceable under
prevailing arbitration law of the State of New Mexico. The decision of
the arbitrator shall be final and binding upon the parties and
enforceable in a court of competent jurisdiction.
(d) Assignment. Neither party to this Agreement may assign
its or his rights or obligations hereunder without the prior written
consent of the other party to this Agreement.
(e) Counterparts. Facsimile Execution. This Agreement may
be executed in any number of counterparts and all such counterparts
taken together shall be deemed to constitute one instrument. Delivery
of an executed counterpart of this Agreement by facsimile shall be
equally as effective as delivery of a manually executed counterpart of
this Agreement. Any party delivering an executed counterpart of this
Agreement by facsimile also shall deliver a manually executed
counterpart of this Agreement, but the failure to deliver a manually
executed counterpart shall not affect the validity, enforceability, or
binding effect of this Agreement.
(f) Effect of Headings. The subject headings of the
sections and subsections of this Agreement are included for convenience
only and will not affect the construction of any of its provisions.
(g) Drafting. This Agreement was drafted with the joint
participation of the parties and/or their legal counsel. Any ambiguity
contained in this Agreement shall not be construed against any party as
the draftsman, but this Agreement shall be construed in accordance with
its fair meaning.
(h) Binding on Successors. This Agreement will be binding
on, and will inure to the benefit of, the parties to it and their
respective heirs, legal representatives, successors, and assigns.
(i) Survival of Covenants, Etc. All covenants,
representations and warranties made herein shall survive the making of
this Agreement and shall continue in full force and effect until the
obligations of this Agreement have been fully satisfied.
(j) Governing Law. This Agreement will be construed in
accordance with, and governed by, the laws of the State of New Mexico
as applied in contracts that are executed and performed entirely in the
State of New Mexico.
(k) Severability. If any provision of this Agreement is
held invalid or unenforceable by any court of final jurisdiction, it is
the intent of the parties that all other provisions of this Agreement
be construed to remain fully valid, enforceable, and binding on the
parties.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
By:
STAMPEDE WORLDWIDE, INC
/s/Xxxx X. Xxxxxxx, Xx.
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Xxxx X. Xxxxxxx, Xx.,
Chief Executive Officer
/s/Xxxxx XxXxxxx
----------------
Xxxxx XxXxxxx,
Individually
