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CONSULTING AGREEMENT
AGREEMENT made this 19th day of April, 2002, between Xxxxxxxxxx.xxx Inc.
("PLWY"), having a principal place of business located at 0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, and Xx. Xxxx-Xxxxxxxx Xxxxx ("CONSULTANT"),
with a place of business at 18 Xxxxxx-Grefford, Notre Dame de L'Ile Perrot,
Quebec CANADA, J7V 9L8
RECITALS:
A. CONSULTANT is engaged in the business of providing agent
representation to corporation seeking to do business in China; and
B. PLWY desires to retain Consultant for the above purpose as well as
other consulting services; and
C. The parties wish to reduce their agreement to writing.
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 follows:
I. RECITALS The parties agree that the foregoing recitals are
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true and correct and are incorporated herein by reference.
II. ENGAGEMENT PLWY hereby engages Consultant and Consultant hereby
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accepts such engagement upon the terms and conditions set forth in this
Agreement.
A. DUTIES: Consultant is engaged by PLWY to assist the company in setting up
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and negotiating, on terms acceptable to PLWY, joint venture agreements with
potential partners in China. The Consultant will arrange meetings as soon as
reasonably practicable and will accompany representatives of PLWY to China for
completion of agreements.
B. TERMS: Subject to the terms of this Agreement relating to termination, this
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Agreement shall continue in full force and effect for a term of 12 months
through from the date hereof, and may be renewed for successive periods of 12
months thereafter by the mutual written agreement of the parties hereto made at
least one (1) month prior to the expiration of such term.
A. FEE STRUCTURE FEE STRUCTURE
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1. Time is of the Essence: Time is of the essence with respect to the
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parties' respective obligations under this Agreement.
2. Amount of Fee: PLWY hereby agrees to pay Consultant a fee of
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100,000 free trading shares of PLWY common stock, in consideration for all work
completed to date and for all services to be provided over the term of the
contract.
B. EXPENSE REIMBURSEMENT Both The Company and the Consultant agree
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that:
A. Both the Consultant and The Company shall be responsible for their own normal
and reasonable out-of-pocket expenses.
C. INDEPENDENT CONTRACTORS In all matters relating to this Agreement and
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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 its independent contractor
status, Consultant shall be responsible for any and all income taxes, FICA
contributions, and any and all other employment related taxes or assessments
which may be required of Consultant under any federal or state statute,
regulation or administrative ruling. 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 the written notice of
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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: ny controversy or claim arising out of or relating in any
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matter to this consulting agreement, or alleged breach thereof by either party,
shall be settled by arbitration administered by the American Arbitration
Association under its existing Commercial Arbitration Rules. All hearings as to
any such controversy or claim shall be held in Mecklenburg county , North
Carolina. The prevailing party shall be entitled to an award of reasonable
attorney's fees by the Arbritator(s) and it may be included in any award
rendered. Judgement on the award rendered by the Arbiterator(s) may be entered
in any State Court within the State of North Carolina having jurisdiction
thereof or in the United Stated district Court for the District of North
Carolina. The parties also agree that the AAA optional rules for Emergency
Measures of Protection shall apply to the proceedings.
Solely by virtue of their respective execution of this Agreement and in
consideration for the mutual covenants of each other, PLWY and the Consultant
hereby agree, consent and acknowledge that, in the event of the failure by PLWY
to pay the consideration to the Consultant or in the event of a breach of any
other material term, the Consultant will be without adequate remedy-at-law and
shall therefore, be entitled to immediately redress any material breach of this
Agreement by temporary or permanent injunctive or mandatory relief obtained in
an action or proceeding instituted in the District or County Court of
Mecklenburg County, State of North Carolina or the United States District Court
for the District of North Carolina without the necessity of proving damages and
without prejudice to any other remedies which the Consultant may have at law or
in equity.
V. INJUNCTIVE RELIEF: Consultant agrees that its violation or threatened
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violation of any of the provisions of this Agreement shall cause immediate and
irreparable harm to PLWY and, in such event, an injunction restraining
Consultant from such violation may be entered against Consultant in addition to
any other relief available to PLWY.
VI. REPRESENTATIONS AND WARRANTIES: Consultant represents, warrants,
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covenants and agrees that Consultant has a right to enter into this Agreement;
that Consultant is not a party to any agreement or understanding whether or not
written which would prohibit Consultant's performance of its obligations
hereunder any proprietary information of any other party which Consultant 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: Each party to this
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Agreement agrees to indemnify and hold harmless the other party against any
losses, claims, liabilities, damages and the like, joint or several, to which
the other directly or indirectly may become subject to in connection with and
arising out of the services which are the subject of this Agreement, except as
may be the direct cause of the gross negligence or willful misconduct of the
party seeking indemnification.
VIII. NOTICE: Any notice given or required to be given under this
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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.
Any notice shall be deemed to have been given when placed in the United States
mail.
IX. SURVIVAL: The covenants contained in this Agreement shall survive the
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termination of this Consulting Agreement, for whatever reason, and shall be
binding on the parties.
X. BINDING EFFECT: The terms of the Agreement shall be binding upon the
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respective parties hereto, their heirs, their owners, co-owners, partners,
associates, employers, affiliates, subsidiaries, parent companies, nominees,
representatives, employees, agents, Consultants, Consultants and successors and
assigns.
XI. ASSIGNMENT: This Agreement and the rights and obligations hereunder
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may not be assigned or delegated by either party without the prior consent of
the other party.
XII. LAWS OF THE STATE OF NORTH CAROLINA: This Agreement shall be deemed to be
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made
in, governed by and Interpreted under and construed in all respects in
accordance with the laws of the State of North Carolina, irrespective of the
country or place of domicile or residence of either party. In the event of
controversy arising out of the interpretation, construction, performance or
breach of this Agreement, the parties hereby agree and consent to the
jurisdiction and venue of the District or County Court of Mecklenburg County,
North Carolina; or the United States District Court for the District of North
Carolina, and further agree and consent that personal service or process in any
such action or Proceeding outside of the State of North Carolina and Mecklenburg
County shall be tantamount to service in person within Mecklenburg County, North
Carolina and shall confer personal jurisdiction and venue upon either of said
Courts.
XIII. VENUE: The State of North Carolina shall be proper venue for any and
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all litigation and other proceeds involving this Agreement.
XIV. COUNTERPARTS: This Agreement may be signed in more than one
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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
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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
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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
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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
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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.
Xxxxxxxxxx.xxx, Inc.
Date: _______________
By: ________________________
CONSULTANT
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Date: _______________
By: ________________________
Xxxx-Xxxxxxxx Xxxxx
