EXHIBIT 10.15
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effect the
___ day of ____________________, 2002 by and between Capital Research Group,
Inc. (the "Consultant"), whose principal place of business is 0000 Xxxx Xxxxxx,
Xxxxx 000, Xxxxxx, XX 00000 and L.L. Xxxxx International (the "Client"), whose
principal place of business is 00000 00xx Xxxxxx Xxxxx, Xxxxx X-000, Xxxx XX
00000.
WHEREAS, Consultant is in the business of providing services for management
consulting, business advisory, shareholder information and public relations; and
WHEREAS, the Client deems it to be in its best interest to retain Consultant to
render the Client services as may be needed; and
WHEREAS, Consultant is ready, willing and able to render such consulting and
advisory services to Client.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth
in this Agreement, the receipt and sufficiency of which are herby acknowledged,
the parties hereto agree as follows:
1. Consulting services. The client hereby retains the Consultant as an
independent consultant to the Client and the Consultant hereby accepts and
agrees to such retention. The services provided by the Consultant are:
disseminate a two page "highlighter" by means of "Targeted" E-Mail and
operate an intense marketing campaign to new investors; design, develop and
market a website for your company if none is available. (Web costs such as
hosting fees after completion of contract not included). We will work very
closely with the following websites: XxxxxXxxxx.xxx, XxxxxXxxxx.xxx,
XxxxXxxxxx.xxx, XxxxxxXxxx.xxx, XxxxxXxxxx.xxx and others.
It is acknowledged and agreed by the Client that Consultant carries no
professional licenses, and not rendering legal advice or performing
accounting services, nor acting as an investment advisor or broker/dealer
within the meaning of the applicable state and federal securities laws. The
services of Consultant shall not be Exclusive nor shall Consultant be
required to render any specific number of hours or assign specific
personnel to the Client or its projects.
2. Independent Contractor. Consultant agrees to perform its consulting duties
here to as an independent contractor. Nothing contained herein shall be
considered to as creating an employer-employee relationship between the
parties to this Agreement. The Client shalt not make social security,
worker's compensation or unemployment insurance payments on behalf of
Consultant. The parties here to acknowledge and agree that Consultant can
not guarantee the results of effectiveness of any of the services rendered
or to be rendered by Consultant. Rather, Consultant shall conduct its
operations and provide its services in a professional manner and accordance
with good industry practice. Consultant will use its best efforts and does
not promise results.
3. Place and Manner of Performance. The Consultant shall be available for
advice and counsel to the officers and directors fo the Client as such
reasonable and convenient times and places as may be mutually agreed upon.
Except as aforesaid, the time, place, and manner of performance of the
services, hereunder, including the amount of time to be allocated by the
Consultant to any specific service, shall be determined bat the sole
discretion of the Consultant.
4. Term of Agreement. The term of this Agreement shall be thee (3) months,
commencing on the date of this Agreement, subject to prior termination as
hereinafter provided.
5. Compensation. In providing the forgoing services, Consultant shall be
responsible for all costs incurred except the Client will be responsible
for mailing out due diligence requests. Cliuents shall pay Consultant for
its services hereunder as follows: to arrange for one or more third parties
to transfer 200,000 shares of Client's free trading common stock to
Consultant upon signing of this Agreement. For purposes of this paragraph,
the dollar value of any shares given for compensation shall be the closing
price of the Client's common stock as traded over0the0counter market and
quoted on the OTC Bulletin Board on the trading day immediately proceeding
the compensation due date. Any shares shall be unrestricted as to
transferability and the Certificates shall not bear any legends or
restrictions. The Client warrants, represents and agrees that if the shares
were not issued through stock ownership, a position as director, officer or
employee or by other means, has the power to control, directly or
indirectly, the management of the Client and if the third party's stock was
issued in a private placement, that the requirements for the exemption for
private placement stock were complied with and the third party has held the
stock for the prescribed period necessary to permit the shares to be sold
without registration.
6. Late Payment. In the event of late payment of any compensation due under
this Agreement, and in addition to the rights granted the Consultant under
paragraph 7 "termination" of this Agreement, Consultant may immediately
remove Client's company from xxxxxxxxx.xxx website until any arrears in
compensation are brought current.
7. Client's Representations. The Client represents that it is in compliance
with all applicable Securities and Exchange Commission reporting and
accounting requirements and all applicable requirements of the NASD or any
stock exchange. The Client further represents that it has not been and is
not the subject of any enforcement proceeding or injunction by the
Securities and Exchange Commission or any state securities agency.
8. Termination
a. Consultant's relationship with the Client hereunder may be terminated
for any reason whatsoever, at any time, by either party, upon 3 days
written prior notice.
b. This Agreement shall automatically terminate upon the dissolution,
bankruptcy or insolvency of the Client or Consultant
c. This Agreement may be terminated by either party upon giving written
notice to the other party if the other party is in default hereunder
and such default is not cured within fifteen (15) days of receipt of
written notice of such default.
d. Consultant and Client shall have the right and discretion to terminate
this Agreement, should the other party in performing their duties
hereunder, violate any law, ordinance, permit, or regulation of any
governmental entity, except for violations which either singularly or
in the aggregate do not have or will not have a material adverse
effect on the operations of the Client.
e. In the event of any termination hereunder all shares or funds paid to
the Consultant through the date of termination shall be fully earned
and non-refundable and the parties shall have no further
responsibilities to each other except that the Client shall be
responsible to make any and all payments if any, due to the Consultant
through the date of termination and the Consultant shalt be
responsible to comply with the provisions of section 10 hereof.
9. Work product. It is agreed that all information and materials produced for
the Client shall be the property of the Consultant, free and clear of all
claims thereto by the Client, and the Client shall retain to claim of
authorship therein..
10. Confidentiality. The Consultant recognizes and acknowledges that it has and
will have access to certain confidential information of the Client and its
affiliates that are valuable, special and unique assets and property of the
Client and such affiliates. The Consultant will not, during the term of
this Agreement, disclose, without the prior written consent or
authorization of the Client, any of such information to any persons, for
any reason or purpose whatsoever. In this regard, the Client agrees that
such authorization or consent to disclose may be conditioned upon the
disclosure or in compliance with the terms of a judicial order or
administrative process.
11. Conflict of Interest. The Consultant shall be free to perform services for
other persons. The Consultant will notify the Client of its performance of
consultant services for any other person, which could conflict with its
obligations under the Agreement. Upon receiving such notices, the Client
may terminate this Agreement, or consent to the Consultant's outside
consulting activities; failure to terminate this Agreement within seven (7)
business days of receipt of written notice of conflict shall constitute the
Client's ongoing consent to the Consultant's outside consulting services.
12. Disclaimer of Responsibility for Act of the Client. In no event shall
Consultant be required by this Agreement to represent or make management
decisions for the Client. Consultant shall under no circumstances be liable
for any expense incurred or loss suffered by the Client as a consequence of
such decision, made by the Client or any affiliates or subsidiaries of the
Client.
13. Indemnification.
a. The client shall protect, defend indemnify and hold Consultant and its
assigns and attorneys, accountants, employees, officers, and director
harmless from and against all losses, liabilities, dangers, judgments,
claims, counterclaims, demands, actions, proceedings, costs and
expenses (including reasonable attorney's fees) of every kind and
character resulting from, relating to arising out of (a) the
inaccuracy, non-fulfillment or breach of any representation, warranty,
covenant, or agreement made by the Client herein, or (b) negligent or
willful misconduct, occurring during the term thereof with respect to
any of the decisions made by the Client (c) a violation of state or
federal securities law.
b. The Consultant shall protect, defend indemnify and hold Client and its
assigns and attorneys, accountants, employees, officers, and director
harmless from and against all losses, liabilities, dangers, judgments,
claims, counterclaims, demands, actions, proceedings, costs and
expenses (including reasonable attorney's fees) of every kind and
character resulting from, relating to arising out of (a) the
inaccuracy, non-fulfillment or breach of any representation, warranty,
covenant, or agreement made by the Consultant herein, or (b) negligent
or willful misconduct, occurring during the term thereof with respect
to any of the decisions made by the Consultant (c) a violation of
state or federal securities law.
14. Notices. Any notices required or permitted to be given under this Agreement
shall be sufficient if in writing and delivered or sent by registered or
certified mail, or by Federal Express or other recognized overnight courier
to the principal office of each party.
15. Waiver of Breach. Any waiver by either party or a breach of any provisions
of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by any party.
16. Assignment. This Agreement and the right and obligations fo the Consultant
hereunder shall not be assignable without the written consent of the
Client.
17. Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special
proceedings hereunder be construed in accordance with and under and
pursuant to the laws of the State of Florida and that in any action,
special proceeding or other proceedings, that may be brought arising out
of, in connection with or boy reason of this Agreement, the law of the
State of Florida shall be applicable and shall govern to the exclusion of
the law of any other forum, without regard to the jurisdiction on which any
action or special proceeding may be instituted.
18. Severability. All agreements and covenants contained herein are severable,
and in the event of them shall be held to be invalid by any component
court, the Agreement shall be interpreted as if such invalid agreements or
covenants were not contained herein.
19. Entire Agreement. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
other or prior understandings, agreements and negotiations between the
parties.
20. Waiver and Modification. Any waiver, alteration, or modification of any of
the provisions of this Agreement shall be valid only if made in writing and
signed by the parties hereto. Each party hereto, may waive any of its
rights hereunder without affecting a waiver with respect to any subsequent
occurrences or transactions hereof.
21. Binding Arbitration. Any controversy or claim arising out of or relating to
this agreement, or breach thereof, shalt be settled by arbitration
administered by the America Arbitration Association under Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof. The arbitration
shall be conducted in Miami-Dade County, Florida.
22. Counterparts and Facsimile Signature. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed
an original, but all of which taken together shall constitute one and the
same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and bind execution and delivery of this Agreement by
such party. Such facsimile copies shall constitute enforceable original
documents.
IN WITNESS WHRE OF, the parties hereto have duly executed and delivered
this Agreement, effective as of the date set forth above.
CONSULTANT:
Capital Research Group, Inc.
By:/s/ Xxxxxxx X. Xxxxxxxxxx DATE: 1/17/02
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Xxxxxxx X. Xxxxxxxxxx, President/CEO
CLIENT:
L.L. Xxxxx International
By: /s/ Xxxxxxx Xxxxx Xxxxx DATE: 1/28/02
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Xxxxxxx Xxxxx Xxxxx, MA, President
