EXHIBIT 10.18
CONSULTING AGREEMENT, dated as of January 1, 2002, XXXXXXXXXXXXX.XXX CORP a
Texas corporation having an office at 0000 Xxxxx Xxxxxx Xxxxxx - Villa Q205,
Xxxxxxxxx, Xxxxxxxx 00000 (the "Company") and THE N.I.R. GROUP, LLC, a New York
limited liability company with executive offices located at 000 Xxxxx Xxxxxx,
Xxxxx X, Xxxxxxx, Xxx Xxxx 00000 (the "Consultant").
WITNESSETH:
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WHEREAS, the Company, through its affiliates and principals, has extensive
experience in its areas of expertise, including, without limitation, financial,
strategic and operational consulting and other business matters; and
WHEREAS, the Consultant has expertise in the assisting in the development
and expansion of companies such as the Company; and
WHEREAS, the Company desires to retain the services of the Consultant to render
strategic advice with respect to the development of the Company; and
WHEREAS, the Consultant wishes to render such services to the Company upon the
terms, conditions and covenants set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, and subject to the conditions contained herein, the
parties hereto hereby agree as follows:
I. TERMS OF SERVICE.
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SECTION 1.01 DUTIES. The Consultant will advise the Company's management,
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employees, and agents with respect to the Company's field of interest and
business, and strategic and commercial matters related to the Consultant's
expertise. The Consultant will use best efforts to assist the company in
overall operational and business strategy. The Consultant will assist the
Company in structuring acquisition plans, including, without limitation,
structuring and negotiation of acquisitions and dispositions of assets. Upon
reasonable notice to the Consultant, the Company will have access to the
Consultant at reasonable times in order to discuss matters related to the
Company's business. The services to be provided by the Consultant pursuant to
the terms hereof, whether such services are performed verbally or in writing,
shall be reasonable in terms of hours per month. If no such services are
requested, the consulting fees provided for herein shall still be paid.
SECTION 1.02 TERM; TERMINATION. The term (the "Term") of this Agreement
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shall be three (3) months, commencing on the date hereof. In the event of any
earlier termination of this Agreement, the parties hereto agree that the
Consultant shall be entitled to the amounts otherwise due hereunder
notwithstanding such termination.
SECTION 1.03 CONSULTING FEE. In consideration of the services to be
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performed hereunder, the Consultant shall receive the fee of $11,250.00 per
month in cash and 100,000 shares (together with the Cash Fee, the "Consulting
Fee") of the Company's common stock per month net of taxes, excises and other
governmental and other charges, payable monthly on the first of each month in
advance.
SECTION 1.04 EXPENSES. If the Company requests the Consultant to provide
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any specific services hereunder that cause the Consultant to incur expenses, the
Company shall reimburse the Consultant for all reasonable expenses upon
presentation of expense vouchers or statements or such other supporting
information as the Company may require. However, notwithstanding anything
contained in the foregoing to the contrary, the Consultant shall not incur any
reimbursable expense in excess of $500.00 without the prior written consent of
the Company.
II. MISCELLANEOUS.
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SECTION 2.01 NO VIOLATION OF OTHER AGREEMENTS. Each of the parties
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hereto represents and warrants that execution, delivery, or performance of this
Agreement does not conflict with, or violate the terms of, any other agreement
to which it is a party or by which it is bound.
SECTION 2.02 INDEPENDENT CONTRACTOR; LIMITATION OF LIABILITY.
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(a)The Consultant is an independent contractor to the Company, and nothing
herein shall be deemed to constitute the Consultant or its agents as an employee
or agent of the Company.
(b) The Company acknowledges that it remains solely responsible for the
conduct and operation of its business and that the Consultant makes no
representation or warranty and assumes no liability with respect to the outcome
or result of any particular course of action or operation of the Company's
business.
SECTION 2.03 NOTICES. Any notice provided under this Agreement shall
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be in writing and shall be deemed to have been effectively given when delivered
personally, sent by private express mail service (such as Federal Express), or
sent by registered or certified mail (return receipt requested) to the address
set forth in the introductory paragraph hereof (or to other address as any party
has furnished in writing to the other parties in accordance with the provisions
of this Section 2.03).
SECTION 2.04 ASSIGNMENT. None of the parties may assign its interest in
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this Agreement or delegate its responsibilities hereunder without prior written
consent of the other party.
SECTION 2.05 SEVERABILITY. The invalidity or unenforceability of any
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particular provision of this Agreement or portion thereof shall not affect the
validity or unenforceability of any other provision thereof. If any provision
of this Agreement is adjudicated to be so broad as to be unenforceable, it shall
be interpreted to be only as broad as is enforceable.
SECTION 2.06 COUNTERPARTS; GOVERNING LAW. This Agreement may be
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executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to conflict of
laws.
SECTION 2.07 HEADINGS. The article and section headings in this
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Agreement are solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement.
SECTION 2.08 COUNTERPARTS. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
XXXXXXXXXXXXX.XXX CORP.
By: __________________________
Name: Xxxx Xxxxxx
Title: Chairman
THE N.I.R. GROUP, LLC
By: ___________________________
Name: Xxxxx X. Xxxxxxxx
Title: Member
