Exhibit 10.1
CONSULTING AGREEMENT
THIS AGREEMENT made and entered into this 1st day of January 2008 by
and between Magnum D'or Resources, Inc., (hereinafter Company"), a Nevada
Corporation and Xxxx X. Xxxxxx (hereinafter "Consultant).
Whereas, the Consultant has been the driving force in creating a
Business Model which will insure the growth of the Company in the field of Waste
Management; and
Whereas, the Consultant, through perseverance and ingenuity, has
structured the company receiving the exclusive licensing agreements with
Spreelast AG and has been the driving force in the creation of an independent
Board of Directors, all of whom have extensive backgrounds in both public and
private endeavors; and
Whereas the Board of Directors of the Company (the "Board") and
Consultant each desires that Consultant continue to furnish services to the
Company on the terms and conditions hereinafter set forth; and
WHEREAS, the Company has entered into an exclusive licensing agreement
with Spreelast AG; and
WHEREAS the Consultant is ready, willing, and able to continue to
provide consulting assistance designed to grow the Company and is willing and
able to assist management in analyzing potential acquisition candidates as well
as to design the methodology for such acquisition and negotiate the terms
thereof; and
WHEREAS, Company, in reliance on Consultant's representations, is
willing to engage Consultant as an independent contractor, and not as an
employee, on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the obligations herein made and
undertaken, the parties, intending to be legally bound, covenant and
agree as follows:
ARTICLE 1
SERVICES TO BE RENDERED
1.1 Consultant shall provide consulting services, on a non-exclusive basis,
to the Company as are more fully described in Exhibit A attached
hereto. Consultant shall also prepare and submit such further reports
of performance and its progress as Company may reasonably request from
time to time.
1
1.2 Consultant shall provide and make available to Company such resources
as shall be necessary to perform the services called for by this
Agreement.
1.3 Anything herein to the contrary notwithstanding, the parties hereby
acknowledge and agree that Company shall have no right to control the
manner, means, or method by which Consultant performs the services
called for by this Agreement. Rather, Company shall be entitled only to
direct Consultant with respect to the elements of the services to be
performed by Consultant and the intended results Company desires to
obtain
ARTICLE 2
AGREEMENT TERM
2.1 The term of Consultant's employment under this Agreement shall be for a
period of five (5) years, commencing on January 1, 2008and ending on
December 31, 2012, unless further extended or sooner terminated as
hereinafter provided ("Term"). On December 31st , 2012 and on the last
day of December 31st of each five year period thereafter, the Term
shall be automatically extended for five (5) years, so that at all
times, the Term on each December 31st during the duration of this
Agreement shall be an unexpired period of five (5) years. The last day
of the Terms, as from time to time extended, is hereinafter referred to
as the "Expiration Date." The Company or Consultant may elect to
terminate the automatic extension of the Term set forth in this section
by giving written notice of such election at least 30 days prior to the
Expiration Date. Upon the giving of such notice, Consultant's
employment under this Agreement shall terminate on the Expiration Date
(as last extended).
2.2 This Agreement may be terminated by either party upon 30 days' prior
written notice, if the other party breaches any term hereof and the
breaching party fails to cure such breach within the 10 day period;
provided that, notwithstanding the foregoing, the cure period for any
failure of Company to pay fees and charges due hereunder shall be 5
days from the date of receipt by Company of any notice of breach
relating thereto.
2.3 Within 10 days of termination of this Agreement for any reason,
Consultant shall submit to Company an itemized invoice expenses
theretofore accrued under this Agreement. Company, upon payment of
accrued amounts so invoiced, and the Termination Fees set forth in ss.
3.2 below shall thereafter have no further liability or obligation to
Consultant whatsoever for any further fees, expenses, or other payment.
ARTICLE 3
COMPENSATION AND PAYMENT
3.1 In consideration of the services to be performed by Consultant, Company
shall pay the Consultant the sum of $10,000.XX per month, the first
2
payment commencing on the 1st day of January 2008 and monthly
thereafter during the term of this agreement.
3.2 As additional consideration for the services rendered and to be
rendered hereunder the Company shall, upon the signing of the exclusive
licensing agreement with Spreelast AG, issue 250,000 shares per quarter
(1,000,000 annually) shares of its Common Stock, registered under Form
S-8, to the Consultant, in order to insure his availability to the
Company.
3.3 In addition to the foregoing, Company shall pay Consultant his actual
out-of- pocket expenses THAT are reasonable and necessary for
Consultant to incur in furtherance of its performance hereunder.
Consultant agrees to provide Company with access to such original
receipts, ledgers, and other records as may be reasonably appropriate
for Company or its accountants to verify the amount and nature of any
such expenses..
3.4 From time to time, during the term of this agreement, the Company may
request that the Consultant assist the Company in procuring funding, in
the form of equity and/or debt, for the Company. In such event, the
Consultant shall be entitled to such additional compensation as may be
agreed to, in writing, between the Company and the Consultant, prior to
the rendition of such services.
3.5 In the event the Company fails, for any reason whatsoever, to announce
its exclusive licensing agreement with Spreelast AG, this agreement
shall be deemed terminated effective as of the date the transaction
between Spreelast AG and the Company is deemed terminated. Upon
completion, however, of the Exclusive Licensing Agreement with
Spreelast AG, this agreement may only be terminated by the Company upon
payment of an amount equal to 50% of the remaining payments due or to
become due to Consultant under ss.3.1 hereunder
ARTICLE 4
CONFIDENTIAL INFORMATION
4.1 Consultant acknowledges that in order to perform the services called
for in this Agreement, it shall be necessary for Company and possible
affiliates, to disclose to Consultant certain Trade Secret(s) that have
been developed by Company and Terra at great expense and that have
required considerable effort of skilled professionals. Consultant
agrees that it shall not disclose, transfer, use, copy, or allow access
to any such Trade Secrets to any employees or to any third parties,
excepting those who have a need to know such Trade Secrets consistent
with the requirements of this Agreement and who have undertaken an
obligation of confidentiality and limitation of use. In no event shall
Consultant disclose any such Trade Secrets to any competitors of
Company.
3
4.2 As used herein, the term "Trade Secret(s)" shall mean any scientific or
technical data, information, design, process, procedure, formula, or
improvement that is commercially valuable to Company and not generally
known in the industry. The obligations set forth in Article 4.1 as they
pertain to Trade Secret(s) shall survive this Agreement and continue
for so long as the material remains a Trade Secret(s).
ARTICLE 5
AGREEMENT PRIVACY
5.1 For a period of 2 years from the date of termination of this Agreement,
Consultant shall not disclose the nature of the effort undertaken for
Company or the terms of this Agreement to any other person or entity,
except as may be necessary to fulfill Consultant's obligations
hereunder.
5.2 Consultant shall not at any time use Company's name or any Company
trademark(s) or trade name(s) in any advertising or publicity without
the prior written consent of Company.
ARTICLE 6
INDEMNIFICATION
6.1 Consultant hereby indemnities and agrees to hold harmless Company from
and against any and all claims, demands, and actions, and any
liabilities, damages, or expenses resulting there from, including court
costs and reasonable attorney fees, arising out of or relating to the
services performed by Consultant hereunder or the warranties made by
Consultant. Consultant's obligations under this Article 8.1 shall
survive the termination of this Agreement for any reason. Company
agrees to give Consultant prompt notice of any such claim, demand, or
action and shall, to the extent Company is not adversely affected,
cooperate fully with Consultant in the defense and settlement thereof.
ARTICLE 7
MISCELLANEOUS
7.1 Consultant shall not assign, transfer, or subcontract this Agreement or
any of its obligations hereunder without the prior written consent of
Company; provided, however, that Consultant may assign its right to
receive payments hereunder to such third parties as Consultant may
designate upon advance written notice to Company of not less than 5
days.
4
7.2 This Agreement shall be governed and construed in all respects in
accordance with the substantive laws of the State of Florida.
7.3 The parties are and shall be independent contractors to one another,
and nothing herein shall be deemed to cause this Agreement to create an
agency, partnership, or joint venture between the parties. Except as
expressly provided in this Agreement, Company shall not be liable for
any debts, accounts, obligations, or other liabilities whatsoever of
Consultant, including (without limitation) Consultant's obligation to
withhold Social Security and income taxes for itself or any of its
employees.
7.4 All remedies available to either party for one or more breaches by the
other party are and shall be deemed cumulative and may be exercised
separately or concurrently without waiver of any other remedies. The
failure of either party to act on a breach of this Agreement by the
other shall not be deemed a waiver of such breach or a waiver of future
breaches, unless such waiver shall be in writing and signed by the
party against whom enforcement is sought.
7.5 All notices required or permitted hereunder shall be in writing
addressed to the respective parties as set forth herein, unless another
address shall have been designated, and shall be delivered by hand or
by registered or certified mail, postage prepaid.
7.6 This Agreement constitutes the entire agreement of the parties hereto
and supersedes all prior representations, proposals, discussions, and
communications, whether oral or in writing. This Agreement may be
modified only in writing and shall be enforceable in accordance with
its terms when signed by the party sought to be bound.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives, on the date and year first
above written.
Magnum D'or Resources, Inc.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx
Title: Chief Executive Officer and
President
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx
Title: Consultant
5
EXHIBIT A
---------
SERVICES TO BE RENDERED BY CONSULTANT
-------------------------------------
The Consultant in accordance with the Consulting Agreement, to
which this Schedule A is made a part hereof, shall perform the following
services on behalf of Magnum D'or Resources, Inc, and any subsidiaries thereof
or affiliates:
1. The Consultant shall act as the Company's direct liaison with
Shareholders, Brokerage firms and others generally interested in the
securities of the Company. The Consultant shall assist the Company in
the preparation of "investor packages", web-site updates and Company
investor conference calls. In no way is this to be construed as
investor "awareness" programs or promotion of the stock.
2. The Consultant will assist Management and other Company Consultants in
the preparation of presentations or financial data necessary to obtain
additional funding that may be required to execute the Company's
business plan. In furtherance with those efforts, the Consultant will
assist Management in the preparation of such documents and other
informational data as shall reasonable be required by potential
investors or lenders.
3. It is the Company's intention to expand the business of the Company and
its subsidiaries by either opening Company Plants in the United States
and Canada or sub- licensing third parties to do so. The Consultant,
when requested, shall not only solicit potential sub- licensees but
will assist the Company, to the extent reasonably requested by the
Company, in locating areas in which to build plants, meeting with State
and local authorities in connection with such efforts and performing
such additional services as may be reasonably requested in connection
therewith.
4. The Consultant shall perform such other lawful and reasonable services
as, from time to time, may be requested by the Company.
6
CONSULTING AGREEMENT
THIS AGREEMENT made and entered into this 30th day of September 2007 by
and between Magnum D'or Resources, Inc., (hereinafter Company"), a Nevada
Corporation and Xxxx X. Xxxxxx (hereinafter "Consultant).
Whereas, the Consultant has been the driving force in creating a
Business Model which will insure the growth of the Company in the field of Waste
Management; and
Whereas, the Consultant, through perseverance and ingenuity, has
structured the company receiving the exclusive licensing agreements with
Spreelast AG and has been the driving force in the creation of an independent
Board of Directors, all of whom have extensive backgrounds in both public and
private endeavors; and
Whereas the Board of Directors of the Company (the "Board") and
Consultant each desires that Consultant continue to furnish services to the
Company on the terms and conditions hereinafter set forth; and
WHEREAS, the Company has entered into an exclusive licensing agreement
with Spreelast AG; and
WHEREAS the Consultant is ready, willing, and able to continue to
provide consulting assistance designed to grow the Company and is willing and
able to assist management in analyzing potential acquisition candidates as well
as to design the methodology for such acquisition and negotiate the terms
thereof; and
WHEREAS, Company, in reliance on Consultant's representations, is
willing to engage Consultant as an independent contractor, and not as an
employee, on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the obligations herein made and
undertaken, the parties, intending to be legally bound, covenant and
agree as follows:
ARTICLE 1
SERVICES TO BE RENDERED
1.1 Consultant shall provide consulting services, on a non-exclusive basis,
to the Company as are more fully described in Exhibit A attached
hereto. Consultant shall also prepare and submit such further reports
of performance and its progress as Company may reasonably request from
time to time.
1
1.3 Consultant shall provide and make available to Company such resources
as shall be necessary to perform the services called for by this
Agreement.
1.3 Anything herein to the contrary notwithstanding, the parties hereby
acknowledge and agree that Company shall have no right to control the
manner, means, or method by which Consultant performs the services
called for by this Agreement. Rather, Company shall be entitled only to
direct Consultant with respect to the elements of the services to be
performed by Consultant and the intended results Company desires to
obtain
ARTICLE 2
AGREEMENT TERM
2.1 The term of Consultant's employment under this Agreement shall be for a
period of five (5) years, commencing on January 1, 2008and ending on
December 31, 2012, unless further extended or sooner terminated as
hereinafter provided ("Term"). On December 31st, 2012 and on the last
day of December 31st of each five year period thereafter, the Term
shall be automatically extended for five (5) years. The last day of the
Terms, as from time to time extended, is hereinafter referred to as the
"Expiration Date." The Company or Executive may elect to terminate the
automatic extension of the Term set forth in this section by giving
written notice of such election at least 30 days prior to the
Expiration Date. Upon the giving of such notice, Consultant's
employment under this Agreement shall terminate on the Expiration Date
(as last extended).
2.2 This Agreement may be terminated by either party upon 30 days' prior
written notice, if the other party breaches any term hereof and the
breaching party fails to cure such breach within the 10 day period;
provided that, notwithstanding the foregoing, the cure period for any
failure of Company to pay fees and charges due hereunder shall be 5
days from the date of receipt by Company of any notice of breach
relating thereto.
2.3 Within 10 days of termination of this Agreement for any reason,
Consultant shall submit to Company an itemized invoice expenses
theretofore accrued under this Agreement. Company, upon payment of
accrued amounts so invoiced, and the Termination Fees set forth in ss.
3.2 below shall thereafter have no further liability or obligation to
Consultant whatsoever for any further fees, expenses, or other payment.
2
ARTICLE 3
COMPENSATION AND PAYMENT
3.1 In consideration of the services to be performed by Consultant, Company
shall pay the Consultant the sum of $10,000.XX per month, the first
payment commencing on the 1st day of January 2007 and monthly
thereafter during the term of this agreement.
3.2 As additional consideration for the services rendered and to be
rendered hereunder the Company shall, upon the signing of the exclusive
licensing agreement with Spreelast AG, issue 250,000 shares per quarter
(1,000,000 annually) shares of its Common Stock, registered under Form
S-8, to the Consultant, in order to insure his availability to the
Company.
3.4 In addition to the foregoing, Company shall pay Consultant his actual
out-of- pocket expenses THAT are reasonable and necessary for
Consultant to incur in furtherance of its performance hereunder.
Consultant agrees to provide Company with access to such original
receipts, ledgers, and other records as may be reasonably appropriate
for Company or its accountants to verify the amount and nature of any
such expenses..
3.4 From time to time, during the term of this agreement, the Company may
request that the Consultant assist the Company in procuring funding, in
the form of equity and/or debt, for the Company. In such event, the
Consultant shall be entitled to such additional compensation as may be
agreed to, in writing, between the Company and the Consultant, prior to
the rendition of such services.
3.5 In the event the Company fails, for any reason whatsoever, to announce
its exclusive licensing agreement with Spreelast AG, this agreement
shall be deemed terminated effective as of the date the transaction
between Spreelast AG and the Company is deemed terminated. Upon
completion, however, of the Exclusive Licensing Agreement with
Spreelast AG, this agreement may only be terminated by the Company upon
payment of an amount equal to 50% of the remaining payments due or to
become due to Consultant under ss.3.1 hereunder
3
ARTICLE 4
CONFIDENTIAL INFORMATION
4.1 Consultant acknowledges that in order to perform the services called
for in this Agreement, it shall be necessary for Company and possible
affiliates, to disclose to Consultant certain Trade Secret(s) that have
been developed by Company and Terra at great expense and that have
required considerable effort of skilled professionals. Consultant
agrees that it shall not disclose, transfer, use, copy, or allow access
to any such Trade Secrets to any employees or to any third parties,
excepting those who have a need to know such Trade Secrets consistent
with the requirements of this Agreement and who have undertaken an
obligation of confidentiality and limitation of use. In no event shall
Consultant disclose any such Trade Secrets to any competitors of
Company.
4.2 As used herein, the term "Trade Secret(s)" shall mean any scientific or
technical data, information, design, process, procedure, formula, or
improvement that is commercially valuable to Company and not generally
known in the industry. The obligations set forth in Article 4.1 as they
pertain to Trade Secret(s) shall survive this Agreement and continue
for so long as the material remains a Trade Secret(s).
ARTICLE 5
AGREEMENT PRIVACY
5.1 For a period of 2 years from the date of termination of this Agreement,
Consultant shall not disclose the nature of the effort undertaken for
Company or the terms of this Agreement to any other person or entity,
except as may be necessary to fulfill Consultant's obligations
hereunder.
5.2 Consultant shall not at any time use Company's name or any Company
trademark(s) or trade name(s) in any advertising or publicity without
the prior written consent of Company.
4
ARTICLE 6
INDEMNIFICATION
6.1 Consultant hereby indemnities and agrees to hold harmless Company from
and against any and all claims, demands, and actions, and any
liabilities, damages, or expenses resulting there from, including court
costs and reasonable attorney fees, arising out of or relating to the
services performed by Consultant hereunder or the warranties made by
Consultant. Consultant's obligations under this Article 8.1 shall
survive the termination of this Agreement for any reason. Company
agrees to give Consultant prompt notice of any such claim, demand, or
action and shall, to the extent Company is not adversely affected,
cooperate fully with Consultant in the defense and settlement thereof.
ARTICLE 7
MISCELLANEOUS
7.1 Consultant shall not assign, transfer, or subcontract this Agreement or
any of its obligations hereunder without the prior written consent of
Company; provided, however, that Consultant may assign its right to
receive payments hereunder to such third parties as Consultant may
designate upon advance written notice to Company of not less than 5
days.
7.2 This Agreement shall be governed and construed in all respects in
accordance with the substantive laws of the State of Florida.
7.3 The parties are and shall be independent contractors to one another,
and nothing herein shall be deemed to cause this Agreement to create an
agency, partnership, or joint venture between the parties. Except as
expressly provided in this Agreement, Company shall not be liable for
any debts, accounts, obligations, or other liabilities whatsoever of
Consultant, including (without limitation) Consultant's obligation to
withhold Social Security and income taxes for itself or any of its
employees.
5
7.4 All remedies available to either party for one or more breaches by the
other party are and shall be deemed cumulative and may be exercised
separately or concurrently without waiver of any other remedies. The
failure of either party to act on a breach of this Agreement by the
other shall not be deemed a waiver of such breach or a waiver of future
breaches, unless such waiver shall be in writing and signed by the
party against whom enforcement is sought.
7.5 All notices required or permitted hereunder shall be in writing
addressed to the respective parties as set forth herein, unless another
address shall have been designated, and shall be delivered by hand or
by registered or certified mail, postage prepaid.
7.7 This Agreement constitutes the entire agreement of the parties hereto
and supersedes all prior representations, proposals, discussions, and
communications, whether oral or in writing. This Agreement may be
modified only in writing and shall be enforceable in accordance with
its terms when signed by the party sought to be bound.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives, on the date and year first
above written.
Magnum D'or Resources, Inc.
By:
______________________________
Title:
______________________________
Xxxx X. Xxxxxx, as Consultant
6
EXHIBIT A
SERVICES TO BE RENDERED BY CONSULTANT
The Consultant in accordance with the Consulting Agreement, to
which this Schedule A is made a part hereof, shall perform the following
services on behalf of Magnum D'or Resources, Inc, and any subsidiaries thereof
or affiliates:
5. The Consultant shall act as the Company's direct liaison with
Shareholders, Brokerage firms and others generally interested in the
securities of the Company. The Consultant shall assist the Company in
the preparation of "investor packages", web-site updates and Company
investor conference calls. In no way is this to be construed as
investor "awareness" programs or promotion of the stock.
6. The Consultant will assist Management and other Company Consultants in
the preparation of presentations or financial data necessary to obtain
additional funding that may be required to execute the Company's
business plan. In furtherance with those efforts, the Consultant will
assist Management in the preparation of such documents and other
informational data as shall reasonable be required by potential
investors or lenders.
7. It is the Company's intention to expand the business of the Company and
its subsidiaries by either opening Company Plants in the United States
and Canada or sub- licensing third parties to do so. The Consultant,
when requested, shall not only solicit potential sub- licensees but
will assist the Company, to the extent reasonably requested by the
Company, in locating areas in which to build plants, meeting with State
and local authorities in connection with such efforts and performing
such additional services as may be reasonably requested in connection
therewith.
8. The Consultant shall perform such other lawful and reasonable services
as, from time to time, may be requested by the Company.
7
