EXHIBIT 10.1
EXHIBIT 10.1 - MATERIAL CONTRACTS - XXXXXXXX MANAGEMENT SERVICES CONSULTING
AGREEMENT
EXECUTIVE SERVICES AGREEMENT
This Agreement is made between DHS Industries, Inc., a Utah corporation,
with its principal place of business at 00000 Xxxxxxx Xxxx. Xxxxx 000, Xxxxxx,
XX 00000 ("Client" or "DHS") and Xxxxxxxx Management Services, a general
partnership, with its principal place of business at 00000 Xxxxxxx Xxxx.. Xxxxx
000, Xxxxxx,
0
XX 00000 ("PMS"), as of March 20, 1998. In consideration of the mutual covenants
contained herein, the parties do hereby agree as follows:
1. QUALIFICATIONS: PMS has skill and experience in certain fields of activity
in which the Client is interested. Said fields of activity are identified
as executive administration, accounting, market research, public relations
and marketing.
2. HIRING: Client hereby engages the services of PMS and PMS hereby accepts
such engagement in the above fields of activity. PMS will report to and
take instructions from Xxxxxxxxx X Xxxxxxxx, the President of the Client
company.
3. DUTIES: The primary duties of PMS will be to provide to Client senior
public company management services including, but not limited to executive
services, accounting services, fulfillment of governmental compliance
requirements, preparation of offering documents in conjunction with
Client's counsel, and public relation services. Additionally, PMS will
provide the services of Xxxxxxx X. Xxxxxx, President of the Company's
marketing research subsidiary. PMS will determine the method, details and
means of performing said duties.
4. TERM: The term of this Agreement shall commence as of the date of this
Agreement for a period of five (5) years and shall be ongoing until and
unless terminated pursuant to Paragraph 11 below.
5. COMPENSATION: The Client shal1 pay to PMS a fee of $15,500 per month.
6. DEVOTION OF TIME: PMS shall devote reasonable and adequate time to
accomplish those various duties requested by the Client under this
Agreement and shall carry out said duties to the satisfaction of Client.
7. WARRANTIES: PMS represents and warrants that it has the right to enter into
the Agreement and to render services to C1ient.
8. CONFIDENTIALITY: PMS may be given access to certain proprietary
Information, including trade secrets of Client. PMS agrees to preserve in
strict confidence all such information during the term of this Agreement
and for as long thereafter as the information received is not in the public
domain. PMS will not disclose this information except as directed.
9. INDEPENDENT CONTRACTOR: PMS and his employees and associates are at all
times acting end performing hereunder as independent contractor(s) and not
as a Client employee(s). PMS agrees to perform those services with the
standard of care, skill and diligence normally provided by a professional
person in the performance of such services.
10. COMPLIANCE WITH APPLICABLE LAWS: In the performance of PMS' services it
shall comply with all applicable laws of the jurisdictions in which his
services are performed.
11. TERMINATION: This Agreement shall terminate upon expiration of the term of
this Agreement; or upon earlier mutual consent of the parties.
12. ARBITRATION: In the event that a dispute arises, the parties do hereby
agree to settle any dispute by arbitration conducted through the American
Arbitration Association to be held in Los Angeles, California. Such
decision of the arbitration shall be final and binding on all parties.
13. ENTIRE AGREEMENT: This document represents the complete agreement between
the parties and may be modified or amended only by duly executed written
agreements. This Agreement shall be construed in accordance with the laws
of the State of California, which shall also be both the venue and
jurisdiction of any disputes between the parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year noted above.
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/s/ Xxxxxxxxx X. Xxxxxxxx
Xxxxxxxxx X. Xxxxxxxx, President
DHS Industries, Inc.
/s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx, Partner
Xxxxxxxx Management Services
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