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Exhibit 4.5
Corporate Development & Consulting Agreement by and between
Xxxxxxx Xxxxxxx and the Company
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CORPORATE DEVELOPMENT
&
CONSULTING AGREEMENT
This Consulting Agreement is dated November 20, 1996 between XXXXXXX
XXXXXXX ("Consultant") and CUMBERLAND COMPANIES, INC. (The "Company").
WHEREAS Consultant's main business is in the area of corporate
development for publicly traded companies.
NOWTHEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. Corporate Development for:
CUMBERLAND COMPANIES, INC.,
"Consultant" shall perform the following services":
(a) Assist the Company in creating awareness of the Company's goods and
services.
(b) Assist the Company in locating suitable corporate partners and consultants
to assist it with its business plan.
(c) "Provided under no circumstances shall the Consultant's services be in
connection with the offer or sale of the Company's securities in a capital
raising transaction."
SECTION 2. COMPENSATION
Consultant's compensation hereunder shall be paid as follows:
(a) For services rendered under Section 1 hereof, Consultant shall be issued
700,000 shares of the Company's common stock. The Company will use its best
efforts to file a registration statement on Form S-8 covering the resale of
such shares at such time as the Company qualifies for such use of Form S-8.
SECTION 3. TERM
The term of this Agreement shall be for twelve months and may be renewed or
restructured with the written consent of both parties.
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SECTION 4. SCOPE OF DUTIES
Consultant acknowledges that it may not make any representations about the
future performance of the Company, nor guarantee its results.
SECTION 5. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor
and not an employee of the Company. Consultant shall bear sole responsibility
for its actions and any representations made on behalf of the Company. All
compensation paid to Consultant shall constitute earnings to Consultant and be
classified as corporate income. The Company shall not withhold any amounts
therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
SECTION 6. DISCLOSURE OF INFORMATION
Consultant agrees not at any time (during or after the term of this Agreement),
to disclose or use, except in the pursuit of business of the Company, any
proprietary information of the Company. Proprietary information may be defined
as all information which is known only to Consultant, other consultants,
employees of the Company or its affiliates or any other interested parties. It
may relate to specific matters including patent applications, trade secrets,
secret processes, identities of suppliers or customers of the Company or any of
its affiliates. Consultant also acknowledges that all such information
represents the exclusive property of the Company.
SECTION 7. MISCELLANEOUS
In the event of default or breach of contract, the interpretation of this
Agreement shall be governed by the local law of the State of New York, and both
parties hereby consent to the jurisdiction of New York County, NY.
For: /s/ C. JUSTICE For: /s/ XXXXXXX XXXXXXX
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Cumberland Companies, Inc. Consultant
X.X. Xxxxxxx, President Xxxxxxx Xxxxxxx
