Consulting Agreement
This agreement is made effective December 5, 2000, by and between
XxxxxxxxxxxXxx.xxx Inc., 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000,
hereafter referred to as ("Company"), and Chance Research Corporation, 4761
Fieldcrest, Ft. Worth, Texas, hereafter referred to as ("Consultant"), for a
period not to exceed 6 months.
In consideration of the mutual promises contained in this Agreement,
the Parties agree as follows:
I. Purpose
1.01 Company hereby retains and employs Consultant to create and
produce on demand, general business start-up consulting,
specifically the review, and testing of software necessary to
create a shopping cart interactive Internet Display
Advertisement, and an interactive Reservation/Scheduling
function that can be part of an Internet Display Advertisement.
II. Consideration
2.01 In consideration of Consultant providing such services, Company
shall pay Consultant pursuant to the terms and conditions set
forth in exhibit "A" attached hereto.
III. Mutual Covenants and Agreements
3.01 The Parties agree that Consultant is an Independent Contractor
in the performance of its services for the Company.
3.02 It is mutually agreed and understood that Consultant shall not
be considered an employee of Company. Company will have no
control, direction, or dominion over Consultant or the way in
which Consultant performs the work.
3.03 Consultant is responsible for performing the services stated in
this Agreement in a good workmanlike manner and the work shall
be performed in strict accordance with industry standards.
3.04 Consultant has no independent authority to act for or on behalf
of Company, except as provided in this Agreement. No other
power, authority or use is granted or implied.
3.05 Neither Party shall incur any debt, obligation, or liability of
any kind against the other party without the other Party's
express written permission.
3.06 Neither Party may receive any money owed the other without the
other Party's express written permission.
3.07 Consultant agrees to devote sufficient time, energy and
attention during the term of this Agreement to the tasks
specified by Company. Furthermore, Consultant agrees to provide
prompt, courteous, efficient and professional service and to
cooperate with Company in completing the jobs contemplated on
this agreement.
3.08 Consultant will be responsible for payment of all state,
federal, foreign and/or local taxes, including income tax,
withholding tax, Social Security tax and pension contributions,
if any. Company is not responsible for the payment of any taxes
or penalties applicable to the nonpayment or underpayment of
the taxes. Consultant is, in addition, responsible for payment
of any and all insurance premiums, including, but not limited
to, errors and omissions policies, and medical, life or
Worker's Compensation policies that Consultant may need or
desire.
IV. Term
4.01 The term of this agreement shall be for three (3) months from
the date that this Agreement is signed by Company's and
Consultant's representatives.
4.02 If, after expiration of the Agreement, the Parties continue to
do business together as if this Agreement were still in effect,
the Agreement shall automatically be renewed for additional
three (3) month terms, unless one of the Parties notifies the
other in writing of the termination of this Agreement. The
termination letter must give 30 days notice to the other Party.
4.03 Prior to expiration of this Agreement, termination may be by
agreement of the Parties.
V. General and Administrative Provisions
5.01 Parties Bound. This Agreement shall be binding upon and inure
to the benefit of the Parties and their respective heirs,
executors, administrators, legal representatives, successors
and assigns.
5.02 Assignment. Company shall have no right to transfer or assign
Consultants interest in this Agreement without the prior
written consent of Consultant.
5.03 Corporate Authority. If any Party is a legal entity
(partnership, Corporation and/or trust), such Party represents
to the other that this Agreement, the transaction contemplated
in this Agreement, and the execution and delivery hereof, have
been duly authorized by all necessary partnership, corporate or
trust proceedings and actions, including without limitation,
action on the part of the directors, if the Party is a
corporation. Certified copies of any such corporate or other
resolutions authorizing this transaction shall be delivered at
Execution.
5.04 Time limits. Time is of the essence in this Agreement, and all
time limits shall be strictly construed and rigidly enforced.
5.05 No Waiver. The failure or delay in the enforcement of the
rights detailed in this Agreement by Company shall not
constitute a waiver of those rights or be deemed a basis for
estoppel. Company may exercise its rights under this Agreement
despite the delay or failure to enforce the rights.
5.06 Dispute or Contest. In the unlikely event that a dispute occurs
or an action in law or equity arises out of the operation,
construction or interpretation of this Agreement, Consultant
shall bear the expense of the attorney's fees and costs
incurred by Consultant in the action.
5.07 Paragraph Headings. The paragraph headings used in this
Agreement are descriptive only and shall have no legal force or
affect whatever.
5.08 Use of Pronouns. The use of the neuter singular pronoun to
refer to a Party described in this Agreement shall be deemed a
proper reference whether the Party is an individual, a
partnership, a corporation, or a group of two or more
individuals, partnerships or corporations. The grammatical
changes required to make the provisions of this Agreement
applicable to corporations, partnerships, individuals, or
groups of individuals, or to females as well as males, shall in
all instances be assumed as though in each case fully expressed.
5.09 Texas Law. This Agreement shall be subject to and governed by
the laws of the State of Texas. Any and all obligations or
payments are due and payable in Xxxx County, Texas.
5.10 Severability. If any provisions of this Agreement shall, for
any reason, be held violative of any applicable law, and so
much of the Agreement is held to be unenforceable, then the
invalidity of such a specific provision shall not be deemed to
invalidate any other provisions in this Agreement, which other
provisions shall remain in full force and effect unless removal
of the invalid provision destroys the legitimate purpose of
this Agreement, in which event this Agreement shall be
cancelled.
5.11 Entire Agreement. This Agreement represents the entire
agreement by and between the Parties except as otherwise
provided in this Agreement, and it may not be changed except by
written amendment duly executed by all Parties.
Signed, Accepted And Agreed To the First date stated above.
Consultant: Chance Research Corporation, by:
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Signed Name
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Printed Name/Title
XxxxxxxxxxxXxx.Xxx Inc., a Delaware Corporation
By: ______________________________________
President.
EXHIBIT "A" (Compensation)
250,000 SHARES OF COMMON STOCK IN THE COMPANY
XxxxxxxxxxxXxx.xxx Inc.
