Ex. 4-1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made by and
between Xxxxxxx Xxxxx, individually ("Consultant") and
SuperiorClean, Inc. ("Company"). This Consulting Agreement
amends and restates in its entirety that certain Consulting
Services Agreement between the parties dated as of December
12, 2002.
WITNESSETH
WHEREAS, the Company requires and will continue to require
business services relating to management, strategic planning
and marketing for the Company; and
WHEREAS, Consultant shall provide Company with strategic
planning and marketing consulting services and is desirous
of performing such services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide
these consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter stated, it is agreed as follows:
1. APPOINTMENT
The Company hereby engages Consultant and Consultant agrees
to render various business services to the Company upon the
terms and conditions hereinafter set forth.
2. TERM
The term of this Agreement began December 12, 2002 and shall
terminate one year from such date.
3. SERVICES
During the term of this Agreement, Consultant shall provide
advice to, undertake for and consult with the Company
concerning management, marketing, strategic planning,
corporate organization and structure, sales matters, and
coordinating SEC reporting compliance in connection with
the operations of the business of the Company.
The parties hereby confirm and acknowledge that the services
rendered by Consultant hereunder: (a) consist and will
consist of bona fide services rendered and to be rendered to
Company, (b) are not and will not be in connection with the
offer or sale of securities in capital raising or merger
transactions, and (c) do not and will not promote or
maintain a market for the securities of Company.
4. DUTIES OF THE COMPANY
The Company shall provide Consultant and its counsel, on a
regular and timely basis, with all data and information
about it, its subsidiaries, its management, its products and
services and its operations as shall be reasonably requested
by Consultant and its counsel, and shall advise Consultant
of any facts which would affect the accuracy of any data and
information previously supplied pursuant to this paragraph.
The Company shall promptly supply Consultant and its counsel
with full and complete copies of all brochures or other
sales materials relating to its products and services and
such other information as the request.
5. COMPENSATION
The Company shall issue to Consultant an aggregate of
750,000 shares of its common stock for the services. Our
attorney will prepare the S-8 registration statement for the
500,000 shares not previously registered and the required
legal opinion. The Company shall be responsible for all
other expenses of this filing, such as edgarization,
accounting and the SEC filing fee. This compensation in its
entirety is deemed fully earned upon commencement of
services under of this agreement, is not contingent and is
non-refundable.
6. REPRESENTATION AND INDEMNIFICATION
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts,
material information and data which it supplies to
Consultant and its counsel and acknowledges its awareness
that Consultant and its counsel will rely on such continuing
functions. Consultant and its counsel in the absence of
notice in writing from the Company will rely on the
continuing accuracy of material, information and data
supplied by the Company. Consultant represents that he has
knowledge of and is experienced in providing the
aforementioned services.
The Company agrees to indemnify, hold harmless and defend
Consultant and its counsel from any and all claims or
demands of any kind relating to the Company's breach of its
agreements hereunder.
7. MISCELLANEOUS
Termination: This Agreement may be terminated by Consultant
upon written notice to the Company for a material breach of
this contract which shall be effective five (5) business
days from the date of such notice. All compensation shall
be retained upon such termination.
Modification: This Agreement sets forth the entire
understanding of the Parties with respect to the subject
matter hereof, and may be amended only in a writing signed
by both parties.
Notices: Any notices required or permitted to be given
hereunder shall be in writing and shall be mailed or
otherwise delivered in person or by facsimile transmission
at the address of such Party set forth above or to such
other address or facsimile telephone number, as the Party
shall have furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any
provision of this Agreement shall not operate as or be
construed to be a waiver of any other breach of that
provision or of any breach of any other provision of this
Agreement. The failure of a Party to insist upon strict
adherence to any term of this Agreement on one or more
occasions will not be considered a waiver or deprive the
other Party of the right thereafter to insist upon adherence
to that term of any other term or this Agreement.
Assignment: The Shares under this Agreement are assignable
at the discretion of the Consultant.
Severability: If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement
shall remain in effect, and if any provision is inapplicable
to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising
from or out of this Agreement shall be submitted to
arbitration under the rules of the American Arbitration
Association and the decision of the arbitrator(s) shall be
enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Las Vegas, NV. The
interpretation and the enforcement of this Agreement shall
be governed by Nevada law as applied to residents of Nevada
relating to contracts executed in and to be performed solely
within Nevada In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbitrator(s)) shall
be entitled to recover that Party's reasonable attorney's
fees incurred (as determined by the arbitrator(s)).
Restatement: This Consulting Agreement amends and restates
in its entirety that certain Consulting Services Agreement
between the parties dated as of December 12, 2002.
IN WITNESS WHEREOF, this Agreement has been executed by the
Parties as follows:
Signature of Contractor
Name: Xxxxxxx Xxxxx
Signature: _______________________________
Signature of Company
Name: SuperiorClean, Inc.
Signature: _______________________________
