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EXHIBIT 10.59
CONSULTING AGREEMENT
This agreement, dated as of August 1, 1997, by and between The Sports Club
Company ("SCC"), and Xxx X. Xxxxxxxxx (the "Consultant"). Whereas, SCC desires
to retain the Consultant for certain services and the Consultant desires to
provide such services, SCC and the Consultant agree to the following:
1. Appointment. SCC hereby retains the Consultant as an independent
contractor on a part-time basis, and the Consultant hereby accepts such
retainer, upon the terms and conditions herein set forth. During the
term hereof, the Consultant shall serve at the direction of Xxxxxxx
Xxxxx or any other person appointed by him.
2. Services to be Rendered. The Consultant agrees to perform the following
services:
a) Assist the Company in strategic planning
b) Advise the President and CEO on day-to-day operations,
marketing and sales
c) Assist the Company in stockholder relations.
3) Time and Place of Work. The Consultant shall provide SCC with a minimum
of 60 hours of service per month. These services shall be performed at
the SCC's executive office in Los Angeles, Ca., or at such other place
or places as shall be mutually agreed upon.
4) Compensation. In consideration of the services to be provided by the
Consultant hereunder, SCC shall pay the Consultant at the rate of
$10,000 per month, payable in advance. SCC shall reimburse the
Consultant for all reasonable and necessary traveling expenses and
other disbursements which the Consultant shall incur, at SCC's request,
in rendering services pursuant to this agreement. The Consultant shall
render invoices and expense accounts monthly in form and detail as
specified by SCC. The Consultant acknowledges that he shall be fully
responsible for all Federal and State withholding, payroll and other
taxes, as confirmed by the Consultant's Certificate in the form of
Exhibit "A" attached hereto.
5) Term. This agreement shall be effective from August 1, 1997 until July
31, 1998. The Consultant's obligations pursuant to Paragraphs 9 and 12
below shall survive the expiration or earlier termination of this
agreement.
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6) Termination. This agreement shall terminate on the earliest of a) July
31, 1998, unless amended as provided herein, b) inability of the
Consultant to perform all services required of him under this
agreement; and/or c) mutual agreement by both parties. It will also
terminate if SCC ceases to operate as a business, merges with or is
acquired by or otherwise sells all or substantially all its assets and
properties to another entity. Upon termination, the Consultant shall
transfer to SCC all work which has been, or is in the process of being
completed, and all drawings, designs, plans, and any copyright, patent
or trademark rights made or obtained in connection therewith. In this
regard, the Consultant acknowledges and agrees that he is a
"worker-for-hire" under the Copyright Act of 1976, as amended, and all
work, products and proceeds of his work and services under this
agreement shall be and remain the sole property of SCC.
7) Limitation of Liability. The Consultant shall not be obligated to
render services or incur costs hereunder and SCC shall not be obligated
to reimburse the Consultant for expenses hereunder in excess of
$10,000, unless SCC and the Consultant shall change amount by written
amendment to this agreement.
8) Consulting for Others. The Consultant shall be free to be employed by
or otherwise render consulting services to any other individual, firm,
association or organization, provided that any such individual, firm,
association or organization does not compete with SCC absent the prior
written approval of SCC.
9) Confidential Nature of Work. Both during and after the term of this
agreement, the Consultant will not directly or indirectly use or
divulge to any one other than SCC's officers or, except in the
performance of his services under this agreement, make any use of
information or knowledge relating to a) any project on which SCC shall
have worked or shall be working on, or b) to SCC's business, which the
Consultant shall have developed, learned about or obtained during the
term of this agreement and which shall not be generally known or
recognized as standard practice. The Consultant will not utilize SCC's
name for any advertising purpose without the Company's prior written
approval.
10) Third Party Relationships. The Consultant will not enter into any
agreement or incur any obligation on SCC's behalf, or commit SCC in any
other manner without SCC's prior written consent.
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11) Nature of Relationship. It is understood that the Consultant is being
retained by SCC as an independent contractor and that the Consultant is
not, and will not act as SCC's agent nor shall the Consultant be deemed
to be an employee of the Company for the purpose of any tax withholding
or employee benefit program or otherwise, except that, Consultant will
be included in SCC health insurance program and will receive normal
executive privileges at SCC fitness facilities.
12) Invention and Patent Rights. The Consultant agrees to and does hereby
assign to SCC any inventions resulting from the performance of his
services under this agreement. SCC will prepare, file and prosecute
patent applications on such inventions whenever, in its judgment, it
feels that such applications should be filed and will pay all expenses
involved therewith.
13) Warranty. The Consultant warrants that he has the right to disclose to
SCC all information transmitted under this agreement and in relation
thereto, without violating the legal or equitable rights of any other
person or entity, and that all services rendered to or on behalf of SCC
shall be in strict accordance with all applicable federal, state and
local laws. The Consultant further agrees to indemnify and hold
harmless SCC in the event of any breach of any representation,
warranty, term or condition set forth herein.
14) Entire Agreement. This agreement (together with all Exhibits attached
hereto, which are incorporated herein by this reference) shall
constitute the entire agreement between the parties. No understandings,
agreements, discussions or representations on the subject matter hereof
shall be binding upon either of the parties, except as expressly set
forth herein or in any other written agreement executed between the
parties.
This agreement is entered into and executed as of the date above.
By: The Sports Club Company, Inc. By:
By: /s/ Xxxx Xxxxxxx /s/ Xxx Xxxxxxxxx
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Xxxx Xxxxxxx, President Xxx X. Xxxxxxxxx, Consultant
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CONSULTANT'S CERTIFICATION
I, Xxx Xxxxxxxxx, hereby agree to the terms outlined on the attached agreement,
and I am aware that no employment withholding taxes will be deducted by The
Sports Club Company, Inc.. I accept full responsibility for the payment of my
taxes as I am self-employed. I realize that The Sports Club Company, Inc. is
not liable for any injury I may suffer while performing consulting services for
The Sports Club Company, Inc. as I am working as an independent contractor and
not an employee; further, I acknowledge that worker's compensation coverage is
not available to me, and that I must provide my own worker's compensation
insurance, as this company benefit is not provided for consultants rendering
services for the company on an independent contractor basis.
Executed on this 15th day of August 1997 in Los Angeles County.
/s/ Xxx X. Xxxxxxxxx
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Xxx X. Xxxxxxxxx
