BUSINESS CONSULTING AGREEMENT
AGREEMENT made and entered into as of the 8th day of September 2000, by
and between TTG LLC, a California Limited Liability Company whose principle
place of business 0000 Xxxx Xxxxxx xxxxx 000 Xxxxx Xxxxxx XX 00000 and
xXxxxxxxxxx.xxx located at 2708 At 00 Xxxxx xxxxx 000 Xxxx Xxxxxxx XX 00000
WITNESSETH:
WHEREAS, TTG provides consultation and advisory services.
WHEREAS, EACC desires to utilize TTG services in connection with its
operations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, TTG and EACC hereby agree as follows:
1. Consulting Services. Effective as of September 8,2000 and ending on
September 7, 2001, by and subject to the terms and conditions herein
contained, TTG shall provide business management, marketing consultation
and advisory services to EACC. 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 TTG shall deem necessary or
appropriate for EACC's business.
2. Payment. In consideration for the services of TTG to be provided hereunder,
EACC agrees to issue 65,000 shares of EACC 144 common shares to TTG and
$10,000 dollars at the singing of this agreement
3. Expenses. EACC shall reimburse TTG for all pre-approved travel and other
expenses incurred by it in rendering services hereunder, including any
expenses incurred by consultants when such consultants are temporarily in
the state of New York, area for the purpose of rendering services to or for
the benefit of EACC pursuant to this Agreement TTG shall provide receipts
and vouchers to EACC for all expenses for which reimbursement is claimed.
EACC will also pay for all fax blasting and mail via US postal service.
4. Invoices. All pre-approved invoices for services provided to EACC and
expenses incurred by TTG 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 EACC company check to TTG's bank account.
5. Personnel. TTG shall be an independent contractor and no personnel utilized
by TTG in providing services hereunder shall be deemed an employee of EACC.
Moreover, neither TTG nor any such person shall be empowered hereunder to
act on behalf of EACC. TTG 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 EACC,
whether pursuant to any social security, unemployment insurance, worker's
compensation law or other federal, state or local law now in force and
effect or hereafter enacted.
6. TTG Assistance. EACC agrees to provide TTG with such secretarial, clerical
and bookkeeping assistance as TTG may reasonably request and shall
otherwise cooperate with TTG personnel in their rendering of services
hereunder. EACC further agrees to provide TTG monthly a certified
shareholders list and on a weekly basis the DTC sheets.
7. Term and Termination. This Agreement shall be effective from September 8,
2000, and shall continue in effect for a period of twelve months
thereafter. This Agreement may be renewed for provisional three-month
periods thereafter, upon mutual agreement of the parties.
8. Non-Assignability. The rights, obligations, and benefits established by
this Agreement shall not be assignable by either party hereto-unless-
agreed upon by both parties and a signed agreement is memorialized. This
Agreement shall, however, be binding upon and shall inure to the benefit of
the parties and their successors.
9. Confidentiality. Neither TTG nor any of its consultants, other employees,
officers, or directors shall disclose knowledge or information concerning
the confidential affairs of EACC with respect to EACC's business or
finances that was obtained in the course of performing services provided
for herein.
10. Limited Liability. Neither TTG or EACC, it's consultants, employees,
officers or directors shall be liable for consequential or incidental
damages of any kind to EACC or TTG that may arise out of or in connection
with any services performed by TTG or EACC hereunder.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without giving effect to
the conflicts of law principles thereof or actual domicile of the parties.
12. Notice. Notice hereunder shall be in writing and shall be deemed to have
been given at the time when deposited for mailing with the United States
Postal Service enclosed in a registered or certified postpaid 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.
13. No other Agreements. This Agreement supersedes all prior understandings,
written or oral, and constitutes the entire Agreement between 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.
IN WITNESS WHEREOF, EACC and TTG have dully executed this Agreement as of
the day and year first above written.
XXxxxxxxxxx.xxx, Inc. (EACC)
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, CEO
The Titan Group, LLC
By: /s/ Xxxxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxx, Managing Member
By: /s/ Don Samaria
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Don Samaria, Managing Member
