EXHIBIT 10.2
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into as of
March 14, 2005 by and between Gaming & Entertainment Group, Inc., a Utah
corporation ("Company") and Xxxxx Xxxxxxxxx ("Consultant"). The Company and
Consultant are collectively referred to herein as the "Parties".
RECITALS
WHEREAS, the Company is in the business of offering server based gaming
technology for land-based gaming operations, development of Internet gaming
sites in the regulated Internet gaming market, and software game development;
WHEREAS, the Consultant has extensive knowledge of the online gaming
industry, and has significant experience in the development of images,
components, renderings, casinos, scenes, chips, buttons, reel strips, tables,
cards, sounds, music, animations, and 2D & 3D models of games, including all
game mathematical calculations relating thereto; and
WHEREAS, Company desires to retain Consultant to perform the services
described herein, and Consultant desires to be retained by Company, as a
consultant pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, agreements,
covenants, understandings, undertakings, representations and warranties
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Company and Consultant covenant
and agree as follows:
1. ENGAGEMENT OF CONSULTANT.
Subject to the terms and pursuant to the conditions hereinafter set forth,
Company hereby engages and retains Consultant as an independent consultant, and
Consultant hereby accepts and agrees to such engagement and retention.
Consultant shall consist of two (2) individuals providing the consulting
services described in Section 2 below on a full-time (i.e., 40 hours per week)
basis.
2. DESCRIPTION OF SERVICES; WORK FOR HIRE; TRAVEL.
(a) Services. Throughout the Term (as defined below) of this Agreement,
Consultant shall develop, as specified by the Company, images, components,
renderings, casinos, scenes, chips, buttons, reel strips, tables, cards, sounds,
music, animations, and 2D & 3D models of games, including all game mathematical
calculations relating thereto, as well as documentation, manuals, and teaching
materials for the Company's Internet, wireless and land-based gaming
initiatives. All of the foregoing will be deemed "Work Product", and shall
include the work of Consultant's employees, associates, or subcontractors
assisting in creating the Work Product within the scope of this Agreement, and
as specified by the Company, whether or not copyrightable or otherwise
protectable.
(b) Work For Hire. Consultant agrees that Work Product created solely by
Consultant, including its employees, associates, or subcontractors (if
applicable), arising from work specified by the Company and performed hereunder,
shall be deemed "work made for hire." Consultant shall cause all of its
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employees, associates, or subcontractors assisting in creating the Work Product
to execute a similar acknowledgement that the Work Product is a "work made for
hire". Consultant and all of its employees, associates, or subcontractors
assisting in creating the Work Product shall execute all such assignments,
oaths, declarations, and other documents as may be prepared by the Company to
effect the foregoing.
(c) Travel. Consultant may be required, from time to time, to travel to the
offices of the Company from time to time, including to London, United Kingdom,
Las Vegas, Nevada, and Sydney, Australia. All business travel required of the
Consultant shall be paid for by the Company.
3. TERM.
This Agreement shall commence effective as of the date of this Agreement and
extend for a period of two (2) years (the "Term"), with six (6) month renewable
options thereafter upon the mutual written consent of the Parties.
4. COMPENSATION.
(a) For and in consideration of Consultant's full and faithful performance of
all of its obligations and duties under this Agreement, Company shall pay to
Consultant, during the Term, the sum of US$12,000 per month, payable on a
monthly basis in arrears, on the 1st day of each month, via wire transfer.
(b) In addition to the foregoing, the Company agrees to pay in advance or to
reimburse Consultant for all reasonable expenses incurred by Consultant in
connection with the performance of Consultants Services. Any expenses for
travel, entertainment or general business purposes in excess of US$250 shall
first be approved by the Company, which approval may be given orally, in
writing, or by e-mail.
5. INDEPENDENT CONTRACTOR.
Consultant is entering into this Agreement and in the performance of his duties
hereunder as an independent contractor. No term or condition under this
Agreement nor any manner or method of payment hereunder shall create any
relationship between Company and Consultant other than as expressed in this
Section 5. Consultant shall not in any way, at any time, or under any
circumstances be, or be construed to be, an officer, director, employee,
partner, or joint venturer of Company.
6. TAXES.
Consultant shall be solely responsible for and shall pay when due all federal,
state, and local income taxes and other taxes due on its behalf for any
compensation or benefit received under this Agreement, including, without
limitation, all withholding taxes, superannuation and any worker's compensation
premiums.
7. INDEMNIFICATION.
Company agrees to indemnify and hold harmless Consultant to the fullest extent
allowed by applicable law from any and all liabilities, losses, damages,
payments, costs or expenses (including attorneys fees and costs) of any kind
whatsoever, which may be imposed on, incurred by, or asserted against Consultant
as the result of any act or omission in any way relating to services performed
by Consultant. This obligation of the Company to indemnify the Consultant shall
not expire, shall survive the expiration or termination of this Agreement, and
shall be binding upon the Company without regard to the passage of time or other
events regardless of when such claims or liabilities may be imposed against
Consultant.
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8. CONFIDENTIALITY.
Consultant acknowledges that his advisory and consulting services will bring him
into close contact with many confidential affairs of the Company, including
matters of a technical nature, such as "know how," formulae, secret processes,
litigations, research projects, and matters of a business nature, such as
information about costs, profits, markets, sales, employees, other information
of a similar nature to the extent not available to the public, plans for future
developments and any other information that constitutes a "trade secret" of the
Company under the Uniform Trade Secrets Act (the "Confidential Information").
Consultant agrees to keep secret and not to use for purposes unrelated to the
Company all Confidential Information of the Company, including information
received in confidence by the Company from others and agrees not to disclose
Confidential Information to anyone outside the Company except as required in the
course of his consulting capacity, either during or after his Term of Agreement
with the Company. Consultant further agrees to deliver promptly to the Company
on termination of his Consulting Agreement with the Company, or at any time it
may so request, all computerized information or disks, memoranda, notes,
records, manuals, drawings, blueprints and any other documents of a confidential
nature belonging to the Company, including all copies of such materials, which
Consultant may then possess or have under his control.
9. TERMINATION OF THE AGREEMENT.
This Agreement shall automatically terminate upon the occurrence of any of the
following:
(i) Upon the expiration of the Term; or
(ii) Upon the death or disability of Consultant.
10. GENERAL PROVISIONS.
(a) Recitals. The recitals set forth above are true and correct and are
incorporated herein.
(b) Effect of Waiver. The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach thereof.
(c) Attorney's Fees; Binding Arbitration. Consultant and Company agree that in
the event of a dispute, arbitration by either party in any dispute or
arbitration concerning this Agreement, the losing party shall pay the prevailing
party's reasonable attorney's fees in that dispute or arbitration.
(d) Notice. Any and all notices required under this Agreement shall be in
writing and shall be either (I) hand-delivered; (ii) mailed, first-class postage
prepaid, certified mail, return receipt requested; or (iii) delivered via an
international recognized overnight courier service, addressed to:
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Company: Gaming & Entertainment Group, Inc.
0000 Xxxxxxx Xx.
Xxx Xxxxx, XX 00000
Facsimile: 702.407.2472
Attn: Xxxxxxx X. Xxxxxx
Consultant: Xxxxx Xxxxxxxxx
Xxxxxxxxxx Xxxxxxxx
XX-000 00, Xxxxx, Xxxxxx
Facsimile: x00(0) 000 000 000
Attn: Xxxxx Bengsston
All notices hand-delivered shall be deemed delivered when actually delivered.
All notices mailed or delivered via overnight courier shall be deemed delivered
as of three (3) business days after the date postmarked or officially received
by overnight carrier. Any changes in any of the addresses listed herein shall be
made by notice.
(e) Assignment. The rights, benefits and obligations of the parties hereto under
this Agreement shall not be assignable without the prior written consent of the
non-assigning party, which consent may be withheld in the non-assigning party's
sole and absolute discretion. Notwithstanding the foregoing, this Agreement
shall be binding on the heirs, successors and assigns of the parties hereto.
(f) Amendment. No amendment or modification of this Agreement shall be deemed
effective unless and until it is executed in writing by both the Company and the
Consultant.
(g) Severability. It is mutually agreed that all of the terms, covenants,
provisions and agreements contained herein are severable and that, in the event
any of them shall be held to be invalid by any competent court, this Agreement
shall be interpreted as if such invalid term, covenant, provision or agreement
were not contained herein.
(h) Governing Law.; Binding Arbitration. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, United States of
America, in effect on the date of this Agreement without resort to any conflict
of laws principles Any and all disputes, controversies, claims, or other
disagreements arising out of or relating to this Agreement or the actual or
alleged breach thereof shall be settled via binding arbitration in accordance
with rules of the American Arbitration Association. The arbitration shall be
held in Las Vegas, Nevada and shall be conducted under and in accordance with
the American Arbitration Association Rules. Such arbitration shall be conducted
in English and will be conducted on confidential basis in accordance with the
terms of the Agreement.
(i) Entire Agreement. This Agreement contains the entire agreement between the
parties, and the parties hereby agree that no other oral representations or
agreements have been entered into in connection with this transaction.
(j) Counterparts. This Agreement may be executed at different times and in
multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(k) Neutral Interpretation. The provisions contained herein shall not be
construed in favor of or against any party because that party or its counsel
drafted this Agreement, but shall be construed as if all parties prepared this
Agreement, and any rules of construction to the contrary are hereby specifically
waived. The terms of this Agreement were negotiated at arm's length by the
parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
COMPANY: CONSULTANT:
GAMING & ENTERTAINMENT GROUP, INC. XXXXX XXXXXXXXX
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxxxx
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Chief Executive Officer
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