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Exhibit 10.7
CONSULTING AGREEMENT
This Agreement is made and entered into this March 7, 1997, by and between
Xxxxx Prior, hereinafter called "CONSULTANT", and Xxxxxx Communications Inc.
with offices located at 00000 Xxxxx Xxxxx, Xxxxx, Xxxxxxxxxx 00000 and
hereinafter called "CLIENT".
This Agreement shall expire on May 31, 1997 unless extended by written
agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises
made herein, and for other valuable consideration, CONSULTANT and
CLIENT agree as follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and
CLIENT shall pay for the following work:
Consulting services to provide interim financial management
through period of company reorganization.
This Agreement shall be part of any purchase order as may be
issued by CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts
on the following dates or at the following intervals (e.g.
weekly):
Payments to be negotiated on a project by project basis.
Payments may be made by delivery of common stock, valued as of
the date of issuance.
3. SCHEDULE OF COMPLETION: The work shall be performed and
completed according to the following schedule:
Tasks and dates to be negotiated on a project to project
basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all
reasonable expenses incurred while performing the work upon
the submission of a properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services
herein as an independent contractor and shall be in sole
control of the manner in which the work is performed. CLIENT
shall provide CONSULTANT with a work area and any information,
documentation and cooperation necessary to accomplish the
aforementioned Tasks.
6. FORCE MAJEURE: The parties shall be excused from performing
under this Agreement if prevented from doing so by acts of God
or other unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a
right or remedy hereunder shall not be a waiver thereof. All
rights and remedies are cumulative and may be exercised
separately.
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8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all previous
consulting agreements, written or oral, relating to the subject herein and no
agreement to change the terms and conditions contained herein shall be binding
unless in writing, signed by a duly authorized representative of each party.
In the event that any one or more of the provisions of the Agreement is held by
a court of competent jurisdiction to be invalid, void or unenforceable for any
reason, the remainder of the provisions shall remain in force. This provision
shall survive the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This provision shall survive
the termination of this Agreement.
IN WITNESS THEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
XXXXXX COMMUNICATIONS INC. /s/ Xxxxx X. Prior
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BY: /s/ Xxxxxx X. Xxxx, President
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(Title)
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