CONSULTING AGREEMENT
MEMORANDUM OF UNDERSTANDING AND AGREEMENT DATED THIS 25th DAY OF FEBRUARY 2001.
BETWEEN:
Xxxxxxxx.xxx Inc., a company incorporated under the laws of the State of
Nevada and having an office at 000 Xxxxxx Xxxxxx, Xxxxx 0, Xxxxxx Xxxx, Xxxxxx
00000
(Hereinafter called the "Company")
OF THE FIRST PART
AND:
PALM BEACH CONSULTING CORP, a Company
located at: 00000 Xxxxxxxxxx Xxxxx Xxxx Xxxxx 000 Xxxx Xxxxx Xxxxxxx, XX 00000
(Hereinafter called the "Consultant")
OF THE SECOND PART
WHEREAS:
A. The Company wishes to retain the services of the Consultant in the
assistance in the E-Commerce website industry .
B. The Consultant, who has several years experience in the sales and services
wishes to provide services to the Company as requested by the Company.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT IN CONSIDERATION OF THE PREMISES AND
OF THE MUTUAL COVENANTS HEREINAFTER CONTAINED, THE PARTIES HERETO AGREE AS
FOLLOWS:
1.0 CONFIRMATIONS OF SERVICES
1.1 The Company hereby confirms the engagement of the Consultant and the
Consultant hereby accepts such engagement upon the terms and conditions set
forth herein.
2.0 TERM
2.1 The contract will commence March 1, 2001 and continue through February 28,
2002 (the "Term") or until earlier terminated according to the provisions
contained herein.
2.2 If at the end of the Term, the Consultant and the Company mutually agree
to extend the Agreement, unless otherwise amended in writing, this
Agreement will be continued on a month to month basis during the extended
term and may be terminated anytime by the Consultant or the Company, by
giving thirty(30) days written notice to the other part.
2.3 For the purposes of this agreement, "Term" will include any extension
pursuant to paragraph 2.2 herein.
3.0 DUTIES
3.1 The consulting services that the consultant will provide to the Company
when called upon by the Company's Board of Directors will be in the area
of E-Commerce website development industry.
3.2 The consultant will report to the Directors of the Company and take
specific direction from Board's Chairman. If there is no chairman, then
the Consultant will take specific direction from the Boards designee
3.3 When the Consultant is performing tasks at the direction of the Board of
Directors, the consultant will prepare a written report as to keep
directors informed of such tasks on a as need basis.
4.0 COMPENSATION
4.1 In consideration of the consulting services that the Board of Directors
may call upon the Consultant to perform for the Company the Consultant
will be compensated for his Time and efforts as follows:
a. Consultant will be paid expenses incurred for rent/storage space for
TIMEBEAT4TEENS. ($650.00)
b. Consultant fees presently will be limited to above expenses only and
any other compensation would be added as an addendum to this
agreement by May 1, 2001.
5.0 TERMINATION
5.1 The Company and Consultant mutually agree that they may terminate this
Agreement immediately:
a) if Company or Consultant is convicted by a Court-of-Law with respect
to an offense involving fraud;or
b) for a breach by the Company or Consultant, not remedied within
thirty(30) days of notification, of any of the covenants, terms or
conditions in this agreement.
c) if there are any management changes with respect to the Board.
5.2 The Company may give seven(7) days written notice of his intention to
terminate this Agreement at, which date, this Agreement will be
terminated. The Company's liability to the Consultant will be limited to
all unpaid compensation and expenses to the date of termination of this
Agreement.
5.3 The Consultant may give thirty(30) days written notice of his intention to
terminate this Agreement at, which date, this Agreement will be
terminated. The Company's liability to the Consultant will be limited to
all unpaid compensation and expenses to the date of termination of this
Agreement.
5.4 If the Consultant dies prior to the expiration of the Term, his estate
will be paid any outstanding compensation and expenses owed to the
Consultant.
5.5 The Consultant will, forthwith upon the expiration / or termination of
this Agreement, return to the Company documents, materials and other
property given to the Consultant, during the term of this Agreement,
belonging or relating to the Company,
6.0 CONFIDENTIALITY
6.1 The Consultant will not, during the Term of this Agreement disclose to any
person, firm, or corporation any information that he may acquire
concerning the business of the Company that is not in the public domain.
6.2 The Company acknowledges that the Consultant has other clients/employers
for whom he may provide similar services, who are in similar or
substantially the same business as the Company. The Consultant will use
his best efforts to maintain confidentiality of Company documents and
activities.
7.0 GENERAL
7.1 Any materials, trade secrets, or other information provided by the Company
to the Consultant. during the Term will be the exclusive property of the
Company.
7.2 All notices will be sent by registered or certified mail, return receipt
required, from any post office in the continental United States, and
addressed to the parties at their respective addresses set out above. Any
such notice will be deemed received seven(7) business days from the date
of the original mailing. If there should be a mail strike between the time
of mailing and the actual receipt of such notice, then, the notice will be
resent via "Courier" such as Fedx , requiring a signature and dated
receipt of delivery.
7.3 The provisions of this Agreement will ensure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, legal representatives and successors.
7.4 The headings appearing in this Agreement have been inserted for reference
and as a matter of Convenience and in no way define, limit or enlarge the
scope of any provision of this Agreement.
7.5 The invalidity or unenforceability of any provision of this Agreement will
not effect the validity or enforceability of any other provision hereof
and such valid provision will be deemed to be in full force and effect.
7.6 This Agreement contains the entire Agreement of the parties with respect
to the subject matter hereof and superseded any prior understanding,
agreement, statement or representation by or between them, whether written
or oral.
7.7 This Agreement will not be modified or varied except by an instrument in
writing executed by both parties.
7.8 This Agreement will be governed by and construed in accordance with the
laws of the State of Nevada.
7.9 The Company is wholly owned by Xxxxxxxx.xxx Enterprises Inc. a company
incorporated in the Yukon Territory of Canada.
7.10 This Agreement replaces all prior written or verbal agreements between the
Consultant and the Company.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year set out above.
XXXXXXXX.XXX INC.
BY: /s/ Xxxxxx X. Xxxx
---------------------------------
Xxxxxx X. Xxxx, Chairman
Palm Beach Consulting Corp.
BY: /s/ Xxxx Xxxxx
---------------------------------
Xxxx Xxxxx, President
