EXBHIBIT 10.6
Nassau International Consultants Inc.
000x Xxxxxxxxx Xxxxxxxx
Xxxxx 000
Xxxxxxxx Xxxxxx, Xxx Xxxx 00000
This consulting agreement (this "Agreement") is made this 4th day of February,
2004, between Siteworks,Inc., an NQB pink sheet public company ("SRKS"), having
a principal place of business located at 0000 X Xxxxx Xxxxxx, Xxxxx Xxxxxxx and
[Nassau International Consultants Inc.], having a principal residence at 000x
Xxxxxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxx Xxxx 00000 (collectively the "Parties"
and each individually a "Party").
RECITALS:
NASSAU INTERNATIONAL CONSULTANTS INC is a consulting firm whose principal place
of business is located in New York, [state]; and
SRKS desires to retain NASSAU INTERNATIONAL CONSULTANTS INC as a business
development and marketing consultant.
NOW THEREFORE, in consideration of their mutual promises made herein, and for
other good and valuable consideration, receipt of which is hereby acknowledged
by each Party, the Parties, intending to be legally bound, hereby agree as
follows:
I. Recitals. The Parties agree that the foregoing recitals are true and
correct and are incorporated herein by reference.
II. Engagement. SRKS hereby engages NASSAU INTERNATIONAL CONSULTANTS INC
and NASSAU INTERNATIONAL CONSULTANTS INC hereby accepts such engagement
upon the terms and conditions set forth in this Agreement.
A. Duties: NASSAU INTERNATIONAL CONSULTANTS INC is engaged by
SRKS as a business development and marketing consultant, to
represent SRKS and its business in the United States; to
assist SRKS in expanding its business operations in "business
consulting" services and trade. NASSAU INTERNATIONAL
CONSULTANTS INC will report directly to the Chief Executive
Officer ("CEO") of SRKS. The term of this Agreement begins
immediately.
B. Terms: Subject to the terms of this Agreement relating to
termination, this Agreement shall continue in full force and
effect for a term of six(6) months from the date hereof, and
may be renewed for successive periods of six (6) months
thereafter by the mutual written agreement of the Parties
hereto made at least one (1) month prior to the expiration of
such term.
C. Fee Structure:
1. Time is of the Essence: Time is of the essence with
respect to the Parties' respective obligations under
this Agreement.
2. Amount of Fee: SRKS hereby agrees to issue to NASSAU
INTERNATIONAL CONSULTANTS INC, and NASSAU
INTERNATIONAL CONSULTANTS INC agrees to accept from
SRKS, one million five hundred thousand (1,500,000)
shares of common stock of SRKS, as discussed.
3. Timing of Payment of Fee: Any and all fees due to
NASSAU INTERNATIONAL CONSULTANTS INC under this
Agreement shall be paid upon completion of the work.
D. Expense Reimbursement: SRKS shall reimburse NASSAU
INTERNATIONAL CONSULTANTS INC for all reasonable expenses
incurred. Expenses and materials reimbursements shall be made
promptly upon submission of an expense report to SRKS.
E. Independent Contractors: In all matters relating to this
Agreement and otherwise, the Parties hereto shall be and
act as independent contractors, neither shall be the
employee or agent of the other, and each shall assume any
and all liabilities for its own acts. As a result of his
independent contractor status, NASSAU INTERNATIONAL
CONSULTANTS INC, and not SRKS, shall be responsible for any
and all income taxes and any and all other employment
related taxes or assessments which may be required of
NASSAU INTERNATIONAL CONSULTANTS INC in his jurisdiction.
Neither Party shall have any authority to create any
obligations, express or implied, on behalf of the other
Party and neither Party shall have any authority to
represent the other Party as an employee or in any capacity
other than as herein provided.
III. Termination: This Agreement may be terminated by written notice of
either Party hereto forwarded to the other Party hereto. This Agreement
shall be binding on the Parties hereto for the Term provided herein,
unless terminated as provided herein.
IV. Arbitration: Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, or its interpretation or
effectiveness, and which is not settled between the Parties
themselves, shall be settled by binding arbitration in New York
and judgment upon the award may be entered in any court having
jurisdiction thereof. Nothing, however, contained herein shall
limit SRKS's rights to injunctive relief as set out in Paragraph V
of this Agreement. The prevailing Party in any litigation,
arbitration or mediation relating to collection of fees, or any
other matter under this Agreement, shall be entitled to recover
all its costs, if any, including without limitation, reasonable
attorney's fees, from the other Party for all matters, including,
but no limited to, appeals.
V. Injunctive Relief: NASSAU INTERNATIONAL CONSULTANTS INC agrees that his
violation or threatened violation of any of the provisions of this
Agreement shall cause immediate and irreparable harm to SRKS and, in
such event, an injunction restraining NASSAU INTERNATIONAL CONSULTANTS
INC from such violation may be entered against NASSAU INTERNATIONAL
CONSULTANTS INC in addition to any other relief available to SRKS.
VI. Representations and Warranties: NASSAU INTERNATIONAL CONSULTANTS INC
represents, warrants, covenants and agrees that NASSAU INTERNATIONAL
CONSULTANTS INC has a right to enter into this Agreement; that NASSAU
INTERNATIONAL CONSULTANTS INC is not a Party to any agreement or
understanding, whether written or oral, which would prohibit NASSAU
INTERNATIONAL CONSULTANTS INC's performance of his obligations
hereunder; and NASSAU INTERNATIONAL CONSULTANTS INC is not in
possession of any proprietary information belonging to another Party
which NASSAU INTERNATIONAL CONSULTANTS INC is legally prohibited from
using. A breach of this Paragraph VI shall be ground for immediate
termination of this Agreement.
VII. Indemnification and Hold Harmless Clause: NASSAU INTERNATIONAL
CONSULTANTS INC agrees to indemnify and hold SRKS and its
affiliates, control persons, directors, officers, employees and
agents (each an "Indemnified Person") harmless from and against
all losses, claims, damages, liabilities, costs or expenses,
including those resulting from any threatened or pending
investigation, action, proceeding or dispute whether or not SRKS
or any such other Indemnified Person is a party to such
investigation, action, proceeding or dispute, arising out of
SRKS's entering into or performing services under this Agreement,
or arising out of any matter referred to in this Agreement. This
indemnity shall also include SRKS's and/or any such other
Indemnified Person's reasonable attorneys' and accountants' fees
and out-of-pocket expenses incurred in, and the cost of SRKS's
personnel whose time is spent in connection with, such
investigations, actions, proceedings or disputes which fees,
expenses and costs shall be periodically reimbursed to SRKS and/or
to any such other Indemnified Person by NASSAU INTERNATIONAL
CONSULTANTS INC as they are incurred; provided, however, that the
indemnity herein set forth shall not apply to an Indemnified
Person where a court of competent jurisdiction has made a final
determination that such Indemnified Person acted in a grossly
negligent manner or engaged in willful misconduct in the
performance of the services hereunder which gave rise to the loss,
claim, damage, liability, cost or expense sought to be recovered
hereunder (but pending any such final determination the
indemnification and reimbursement provisions hereinabove set forth
shall apply and NASSAU INTERNATIONAL CONSULTANTS INC shall perform
its obligations hereunder to reimburse RWNT and/or each such other
Indemnified Person periodically for its, his or their fees,
expenses and costs as they are incurred). NASSAU INTERNATIONAL
CONSULTANTS INC also agrees that no Indemnified Person shall have
any liability (whether direct or indirect, in contract or tort or
otherwise) to NASSAU INTERNATIONAL CONSULTANTS INC for or in
connection with any act or omission to act as a result of its
engagement under this Agreement except for any such liability for
losses, claims, damages, liabilities or expenses incurred by
NASSAU INTERNATIONAL CONSULTANTS INC that is found in a final
determination by a court of competent jurisdiction to have
resulted from such Indemnified Person's gross negligence or
willful misconduct.
If for any reason, the foregoing indemnification is unavailable to SRKS
or any such other Indemnified Person or insufficient to hold it
harmless, then NASSAU INTERNATIONAL CONSULTANTS INC shall contribute to
the amount paid or payable by SRKS or any such other Indemnified Person
as a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect not only the relative benefits received by
NASSAU INTERNATIONAL CONSULTANTS INC and its shareholders on the one
hand and SRKS or any such other Indemnified Person on the other hand,
but also the relative fault of NASSAU INTERNATIONAL CONSULTANTS INC and
SRKS or any such other Indemnified Person, as well as any relevant
equitable considerations; provided that in no event will the aggregate
contribution by SRKS and any such other Indemnified Person hereunder
exceed the amount of fees actually received by SRKS pursuant to this
Agreement. The reimbursement, indemnity and contribution obligations of
NASSAU INTERNATIONAL CONSULTANTS INC hereinabove set forth shall be in
addition to any liability which NASSAU INTERNATIONAL CONSULTANTS INC
may otherwise have and these obligations and the other provisions
hereinabove set forth shall be binding upon and inure to the benefit of
any successors, assigns, heirs and personal representatives of NASSAU
INTERNATIONAL CONSULTANTS INC, SRKS and any other Indemnified Person.
The terms and conditions hereinabove set forth shall survive the
termination and expiration of this Agreement and shall continue
indefinitely thereafter.
VIII. Notice: Any notice given or required to be given under this Agreement
shall be in writing and service thereof shall be sufficient if sent be
hand or by telex or telegram, facsimile transmission or other similar
means of communication if confirmed by mail, or by certified mail,
return-receipt requested, with postage prepaid, directly to the
Parties' respective addresses herein above set forth. Each Party may,
from time to time, by like written notice, designate a different
address to which notice should thereafter be sent.
IX. Survival: The covenants contained in this Agreement shall survive the
termination of this Agreement, for whatever reason, and shall be
binding on the Parties.
X. Binding Effect: The terms of the Agreement shall be binding upon the
respective Parties hereto, their heirs, their owners, co-owners,
partners, associates, employers, affiliates, subsidiaries, parent
companies, nominees, representatives, employees, agents, consultants
and successors and assigns.
XI. Assignment: This Agreement and the rights and obligations hereunder may
not be assigned or delegated by either Party without the prior consent
of the other Party.
XII. Choice of Law: This Agreement is made in New York, and all questions
related to the execution, construction, validity, interpretation and
performance of this Agreement and to all other issues or claims arising
hereunder, shall be governed and controlled by the laws of New York.
XIII. Venue: The state of New York shall be proper venue for any and all
litigation and other proceeds involving this Agreement.
XIV. Counterparts: This Agreement may be signed in more than one
counterpart, in which case each counterpart shall constitute an
original of this Agreement.
XV. Severability: In the event that any term, covenant, or condition of
this Agreement or the application thereof to any Party or circumstances
shall, to any extent, be invalid or unenforceable, the remainder of
this Agreement, or the application of such term, covenant or condition
to Parties or circumstances other than those as to which it is held
invalid or non enforceable, shall not be affected thereby; and each
term, covenant, or condition of this Agreement shall be valid and shall
be enforced to the fullest extent permitted by law.
XVI. Modification: No amendment, modification, or waiver of this Agreement
or any provision hereof shall be valid unless in writing duly signed by
the Parties hereto, which writing specifically refers to this Agreement
and states that it is an amendment, modification, or waiver.
XVII. Entire Agreement: This Agreement represents the entire agreement
between the Parties to this Agreement concerning its subject matter,
and any and all prior representations and agreements with respect to
such subject matter, if any, are merged herein and are superseded by
this Agreement.
XVII. Construction: Paragraph headings are for convenience only and are not
intended to expand or restrict the scope or substance of the provisions
of this Agreement. Whenever used herein, the singular shall include the
plural, the plural shall include the singular, and pronouns shall be
read as masculine, feminine, or neuter as the context requires.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the day and
year first above written.
SiteWorks, Inc.
Date: February 4, 2004 By: /s/ C Xxxxxxx Xxxxx
--------------------
CEO & Chairman
Date: February 4, 2004 By: /s/ Nassau International Consultants Inc
-----------------------
Nassau International Consultants Inc
Ss/ Xxxxx X XxXxxxx
