Exhibit 10.1
Consulting Agreement
This Consulting Agreement (the "Consulting Agreement") made as of
November 11, 1999, by and between Xxxxxxx Xxxxxxx, 00000 Xxxxxx Xxxxx,
Xxxxxxx Xxxxxx, XX 00000 (the "Consultant") and American Technologies Group,
Inc., with offices at 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 (the
"Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in
connection with its business; and
WHEREAS, the Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such services
for the Company; and
WHEREAS, the Company wishes to induce the Consultant to provide these
consulting services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages the Consultant and the Consultant agrees to
render services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement begins as of the date hereof and
shall continue for a period of six months.
3. SERVICES.
During the term of this Consulting Agreement, the Consultant shall
provide advice to and undertake for and consult with the Company concerning
management, marketing, consulting, strategic planning, corporate organization
and structure, and financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities, and shall review and advise the Company regarding its overall
progress, needs and condition. The Consultant agrees to provide on a timely
basis the following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic planning to fully
develop and enhance the Company's assets, resources, products and services;
(b) The implementation of a marketing program to enable the Company to broaden
the markets and promote the image of the Company and its products and
services;
(c) Advise the Company relative to the recruitment and employment of key
executives consistent with the expansion of operations of the Company; and
(d) The identification, evaluation, structuring, negotiating and closing of
joint ventures, strategic alliances, business acquisitions and advice with
regard to the ongoing managing and operating of such acquisitions upon
consummation thereof.
4. DUTIES OF THE COMPANY.
The Company shall provide the Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by the Consultant, and shall advise the Consultant of
any facts which would affect the accuracy of any data and information
previously supplied to this paragraph. The Company shall promptly supply the
Consultant with full and complete copies of all financial reports, all
fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
material relating to its products or services.
5. COMPENSATION.
The Company will pay to the Consultant, 200,000 shares of common stock
as full compensation for consulting services rendered. The shares to be
delivered to the Consultant hereunder shall be delivered upon registration
under the Securities Act of 1933 on Form S-8. The Company shall use its best
efforts to cause the registration of the share as soon as practicable after
the date hereof.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to be making a continuing representation of
the accuracy of any and all facts, material information and data which it
supplies to the Consultant and acknowledges its awareness that the Consultant
will rely on such continuing representation in disseminating such information
and otherwise performing its advisory functions. The Consultant, in the
absence of notice in writing from the Company, will rely on the continuing
accuracy of material, information and data supplied by the Company. The
Consultant represents that she has knowledge of and is experienced in
providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement shall be terminated immediately upon written
notice for material breach of this agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Notices: All notices, requests, demands and other communications called
for or contemplated hereunder shall be in writing, and shall be addressed to
the Parties, their successors in interests or their assignees at the
addresses set forth above or such other addresses as the Parties may
designate:
Waiver: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of
any other breach of that provision or of any breach of any other provision of
this Consulting Agreement. The failure of a Party to insist upon strict
adherence to any term of this Consulting Agreement on one or more occasions
will not be considered a waiver or deprive that Party of the right thereafter
to insist upon adherence to that term of any other term of this Consulting
Agreement.
Severability: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall
remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons
and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules
of the American Arbitration Association and the decision of the arbiter(s)
shall be enforceable in any court having jurisdiction thereof. The
interpretation and the enforcement of this agreement shall be governed by
California Law as applied to residents of the State of California in relation
to contracts executed in and to be performed solely within the State of
California. In the event any dispute is arbitrated, the prevailing Party (as
determined by the arbiter(s)) shall be entitled to recover that Party's
reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
American Technologies Group, Inc. Consultant
/s/ Xxxxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxxx
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Xxxxxxxx X. Xxxxx Xxxxxxx Xxxxxxx
Chairman and CEO
