Business Consulting Agreement
AGREEMENT, made and entered into February 21, 2002 by and between Xxxxxx X.
Xxxxxx and Xxxxxx Xxxxx, Jr., Individually, of Xcel Associates, Inc. a New
Jersey Corporation, with offices located at 000 Xxxxxx Xxxx, 0xx xxxxx, Xxxxxx,
Xxx Xxxxxx 00000 and 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxx, XX 00000 ("Xxxxxx
and Xxxxx")") and RRUN Ventures Network, Inc., a publicly traded Nevada
Corporation with offices located at 00 X. 0xx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx X0X 0X0 ("RRUN").
WITNESSETH:
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WHEREAS, Xxxxxx and Xxxxx provides consultation and advisory services
relating to business management and marketing; and
WHEREAS, RRUN desires to utilize Xxxxxx and Xxxxx services in connection
with its operations.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, Xxxxxx and Xxxxx and RRUN hereby agree as follows:
1. Consulting Services. Effective as of February 21, 2002, by and subject
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to the terms and conditions herein contained, Xxxxxx and Xxxxx shall provide
business management, marketing consultation and advisory services to RRUN. Such
services shall include (a) the preparation, implementation and monitoring of
business and marketing plans, (b) advice concerning production layout and
planning and internal controls and (c) such other managerial assistance as
Xxxxxx and Xxxxx shall deem necessary or appropriate for RRUN's business.
2. Payment. In consideration for the services of Xxxxxx and Xxxxx to be
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provided hereunder shall be 500,000 freely tradable RRUN shares. The shares are
to be issued 5 certificates each for 50,000 shares in the name of Xxxxxx Xxxxx,
Jr. SS# ###-##-#### and 5 certificates each for 50,000 shares in the name of
Xxxxxx X. Xxxxxx, SS# ###-##-####. Please have all the certificates delivered
to 000 Xxxxxx Xxxx, Xxxxxx, Xxx Xxxxxx 00000. In addition during the term of
this agreement RRUN shall grant both Xxxxxx and Xxxxx the option to purchase
500,000 freely tradable shares of RRUN shares at a price of $0.20.
3. Expenses. RRUN shall reimburse Xxxxxx and Xxxxx for all pre-approved
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travel and other expenses incurred by it in rendering services hereunder,
including any expenses incurred by consultants when such consultants are
temporarily located outside of the metropolitan New York, area for the purpose
of rendering services to or for the benefit of RRUN pursuant to this Agreement.
Xxxxxx and Xxxxx shall provide receipts and vouchers to RRUN for all expenses
for which reimbursement is claimed.
4. Invoices. All pre-approved invoices for services provided to RRUN and
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expenses incurred by Xxxxxx and Xxxxx in connection therewith shall be payable
in full within ten (10) days of the date of such invoice. Payment of invoices
shall be made by check made payable to the individual rendering the pre-approved
service and mailed to 000 Xxxxxx Xxxx, Xxxxxx XX 00000 within the allotted ten
(10) days.
5. Personnel. Xxxxxx and Xxxxx shall be an independent contractor and no
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personnel utilized by Xxxxxx and Xxxxx in providing services hereunder shall be
deemed an employee of RRUN. Moreover, neither Xxxxxx nor Xxxxx nor any other
such person shall be empowered hereunder to act on behalf of RRUN. Xxxxxx and
Xxxxx shall have the sole and exclusive responsibility and liability for making
all reports and contributions, withholdings, payments and taxes to be collected,
withheld, made and paid with respect to persons providing services to be
performed hereunder on behalf of RRUN, whether pursuant to any social security,
unemployment insurance, worker's compensation law or other federal, state or
local low now in force and effect or hereafter enacted.
6. Term and Termination. This Agreement shall be effective from February
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21, 2002 and shall continue in effect for a period of 6 months thereafter. This
Agreement may be renewed for a provisional six-month period thereafter, upon
mutual agreement of the parties.
7. Non-Assignablility. The rights, obligations, and benefits established by
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this Agreement shall not be assignable by either party hereto. This Agreement
shall, however, be binding upon and shall inure to the benefit of the parties
and their successors.
8. Confidentiality. Neither Xxxxxx and Xxxxx nor any of its consultants,
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other employees, officers, or directors shall disclose knowledge or information
concerning the confidential affairs of RRUN with respect to RRUN's business or
finances that was obtained in the course of performing services provided for
herein.
9. Limited Liability. Neither Xxxxxx and Xxxxx nor any of its consultants,
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other employees, officers or directors shall be liable for consequential or
incidental damages of any kind to RRUN that may arise out of or in connection
with any services performed by Xxxxxx and Xxxxx hereunder.
10. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New Jersey without giving effect to the
conflicts of law principles thereof or actual domicile of the parties.
11. Notice. Notice hereunder shall be in writing and shall be deemed to
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have been given at the time when deposited for mailing with the United States
Postal Service enclosed in a registered or certified post-paid envelope
addressed to the respective party at the address of such party first above
written or at such other address as such party may fix by notice given pursuant
to this paragraph.
12. No other Agreements. This Agreement supersedes all prior
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understandings, written or oral, and constitutes the entire Agreement between
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the parties hereto with respect to the subject matter hereof. No waiver,
modification or termination of this Agreement shall be valid unless in writing
signed by the parties hereto.
REMAINDER OF THIS PAGE INTENTIONAL LEFT BLANK
IN WITNESS WHEREOF, RRUN, Xxxxxx and Xxxxx have xxxxx executed this Agreement as
of the day and year first above written.
RRUN VENTURES NETWORK, INC. CONSULTANTS
/s/ Xxx Xxxxxxx /s/ Xxxxxx X. Xxxxxx
_______________________________ _______________________________
By: Xxx Xxxxxxx, President & CEO By: Xxxxxx X. Xxxxxx
/s/ Xxxxxx Xxxxx, Jr.
_______________________________
By: Xxxxxx Xxxxx, Jr.
