CONSULTING SERVICES CONTRACT
This consulting agreement ("Consulting Agreement") is made as of this 17 day of
September, 2001, by and between, Xxxxxx Xxxxxxxx ("Xxxxxxxx"), an individual
with an address at 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 and
LEARNER'S WORLD, INC. (the "Company"), a New York corporation with, Xxxxxxxx and
the Company collectively sometimes herein referred to as the "Parties". The
Parties hereby acknowledge and agree as follows:
WHEREAS, the Company is a fully reporting company whose securities are
traded on the Over-the-Counter Bulletin Board under the ticker symbol "LRNW",
and
WHEREAS, Xxxxxxxx is acting as a consultant with private and public
companies regarding website development, strategic alliances, filings,
business development, sales and orientation training, which services will
not be in connection with the offer or sale of securities in a
capital-raising transaction, nor are they for services which directly or
indirectly promoted or maintained a market for the Company's securities; and
WHEREAS, the Company previously has retained Xxxxxxxx as non-exclusive
corporate consultant; and
IT IS THEREFORE agreed that:
1. Services. The Company has previously retained Xxxxxxxx to provide general
corporate consulting service. Specifically has, and will, assist the
Company in website development, strategic alliances, SEC filings, business
development, sales and orientation training. The Company understands that
any and all suggestions, opinions or advice given to the Company by
Xxxxxxxx are advisory only and the ultimate responsibility, liability and
decision regarding any action(s) taken or decision made lies solely with
the Company and not with Xxxxxxxx.
2. Term. The Term of this Consulting Agreement shall be for a period of six
months from the date hereof (the "Term"). The parties agree that Xxxxxxxx
has previously undertaken work for the Company.
3. Compensation. As compensation for entering into this Consulting Agreement
and for services rendered over the Term, Xxxxxxxx shall receive 2,300,000
common shares of Learner's World, Inc. unrestricted shares (LRNW).
4. The Consultants shall be independent contractors and shall have no right or
authority to assume or create any obligations or responsibility, express or
implied, on behalf of or in the name of the Company, unless specifically
authorized in writing by the Company. No provision of this Agreement shall
be construed to preclude consultants from pursuing other consulting or
design and development projects.
5. The Consultants (including any person or entity acting for or on behalf of
the Consultants) shall not be liable for any mistakes of fact, errors of
judgment, for losses sustained by the company or any subsidiary or for any
acts or omissions of any kind, unless caused by the negligence or
intentional misconduct of the Consultants or any person or entity acting
for or
on behalf of the Consultants.
6. The Company and its present and future subsidiaries jointly and severally,
agree to indemnify and hold harmless the Consultants against any loss,
claim, damage or liability whatsoever, (including reasonable attorneys'
fees and expenses), to which such Indemnified Party may become subject as a
result of performing any act (or omitting to perform any act) contemplated
to be performed by the Consultants pursuant to this Agreement if such act
or omission did not violate the provisions of Section 4 of this Agreement.
So long as the Company has not provided counsel to the Indemnified Party in
accordance with the terms of this Agreement, the Company and its
subsidiaries agree to reimburse the defense of any action or investigation
(including reasonable attorney's fees and expenses), subject to any
understanding from such Indemnified Party to repay the Company or its
subsidiaries if it is ultimately determined that such Indemnified Party is
not entitled to such indemnity. In case any action, suit or proceeding
shall be brought or threatened, in writing, against any Indemnified Party,
it shall notify the Company within twenty (20) days after the Indemnified
Party receives notice of such action, suit or such threat. The Company
shall have the right to appoint the Company's counsel to defend such
action, suit or proceeding, provided that such Indemnified Party consents
to such representation by such counsel, which consent shall not be
unreasonably withheld. In the event any counsel appointed by the Company
shall not be acceptable to such Indemnified Party, then the Company shall
have the right to appoint alternative counsel for such Indemnified Party
reasonably acceptable to such Indemnified Party, until such time as
acceptable counsel can be appointed. In any event, the Company shall, at
its sole cost and expense, be entitled to appoint counsel to appear and
participate as co-counsel in the defense thereof. The Indemnified Party, or
its co-counsel, shall promptly supply the Company's counsel with copies of
all documents, pleadings and notices which are filed, served or submitted
in any of the aforementioned. No indemnified Party shall enter into any
settlement without the prior written consent of the Company, which consent
shall not be unreasonable withheld.
7. This Agreement shall be binding upon the Company and the Consultants and
their successors and assigns.
8. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of this
Agreement (including, without limitation, each portion of any Section of
this Agreement containing any such provision held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and
(ii) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held, invalid illegal or unenforceable.
9. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto. No waiver of any other
provisions hereof (whether or no similar) shall be binding unless executed
in writing by both parties hereto nor
shall such waiver constitute a continuing waiver.
10. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
11. The Parties agree that should any dispute arise in the administration of
this Agreement, that the agreement shall be governed and construed by the
Laws of the State of New York.
12. This Agreement contains the entire agreement between the Parties with
respect to the consulting services to be provided to the Company by the
Consultants and supersedes any and all prior understandings, agreement or
correspondence between the Parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
LEARNER'S WORLD, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
ACCEPTED AND AGREED TO BY:
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
