EXHIBIT 10.52
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CONSULTING AGREEMENT
This Agreement is made effective as of March 6, 2001 by Heartsoft Inc. of 0000
Xxxxx Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, XX, 00000 and Wealth Capital Corporation, of
0000 Xxxxxx Xxx Xxx Xxxxx Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "HTSF", and the party who will be providing the services shall be
referred to as "Wealth".
Wealth has a background in Consulting and is willing to provide services to HTSF
based on this background. HTSF desires to have services provided by Wealth.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on March 6, 2001, Wealth will
provide the following services (collectively, the "Services"): Wealth
Capital Corporation will seek out institutions for the purposes of
loaning monies to the company and/or shareholders(s). The monies
raised will be returned in the form of HTSF stock.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Wealth shall be
determined by Wealth. HTSF will rely on Wealth to work as many hours
as may be reasonably necessary to fulfill Wealth's obligations under
this Agreement.
3. CONSULTING FEE. HTSF will pay a consulting fee to Wealth based on ___
of cash raised. For the purposes of this Agreement, cash raised means
monies received by HTSF that Wealth makes available by introducing
its institutional clients.
4. SUPPORT SERVICES. HTSF will not provide support services, including
office space and secretarial services, for the benefit of Wealth.
5. NEW PROJECT APPROVAL. Wealth and HTSF recognize that Wealth's
Services will include working on various projects for HTSF. Wealth
shall obtain the approval of HTSF prior to the commencement of a new
project.
6. TERM/TERMINATION. Either party upon 30 days written notice to the
other party may terminate this Agreement.
7. RELATIONSHIP OF PARTIES. The parties understand that Wealth is an
independent contractor with respect to HTSF, and not an employee of
HTSF. HTSF will not provide fringe benefits, including health
insurance benefits, paid vacation, or any other employee benefit, for
the benefit of Wealth.
8. EMPLOYEES. Wealth's employees, if any, who perform services for HTSF
under this Agreement shall also be bound by the provisions of this
Agreement.
9. NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person
or deposited in the United States mail, postage prepaid, addressed as
follows:
IF for HTSF:
Heartsoft, Inc.
Xxxxxxxx Xxxxx
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
IF for Wealth:
Xxxxxxx X. Xxxxxxx
President
0000 Xxxxxx Xxx Xxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Such address may be changed from time to time by either party by
providing written notice to the other in the manner set forth above.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any
prior written or oral agreements between the parties.
11. AMENDMENT. This Agreement may be modified or amended if the amendment
is made in writing and is signed by both parties.
12. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions
shall continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then
such provision shall be deemed to be written, construed, and enforced
as so limited.
13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel
strict compliance with every provision of this Agreement.
14. APPLICABLE LAW. The laws of the State of California shall govern this
agreement.
15. NON-CIRCUMVENTION. As to such persons, business organizations (and
their agents) and/or lending resources introduced by Wealth Capital
to Undersigned and/or its contact(s)/client(s). Undersigned and/or
its contact(s)/client(s) agrees not to enter into any business
arrangement or attempt to negotiate directly with such resources
without express written permission from Wealth Capital.
16. NON-DISCLOSURE. The Parties hereto agree not to disclose to anyone
not a party to this Agreement any names of principles or any other
details involved in this transaction except as may be necessary in
the conduct of the transaction contemplated herein.
Party receiving services:
Heartsoft, Inc.
BY: /s/ Xxxxxxxx Xxxxx
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Authorized Signer
Xxxxxxxx Xxxxx
Party providing services:
Wealth Capital Corporation
BY: /s/ Xxxxxxx X. Xxxxxxx
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President
Xxxxxxx X. Xxxxxxx
