CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of January 23,
2002, between Nuclear Solutions, Inc., a Nevada corporation (the "Company"),
and Xxxxx Xxxxxxxx ("Consultant"), an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and advise the
Company, and Consultant is willing to provide such services:
NOW, THEREFORE, in consideration of the mutual undertakings contained herein,
the parties agree as follows:
The Company hereby engages Consultant as an independent contractor and not as
an employee, to render consulting services to the Company as hereinafter
provided and Consultant hereby accepts such engagement for a period commencing
on January 23, 2002 and ending on the July 23, 2003. Consultant agrees that
Consultant will not have any authority to bind or act on behalf of the Company.
Consultant shall at all times be an independent contractor hereunder, rather
than an agent, coventurer, employee or representative of the Company. The
Company hereby acknowledges and agrees that Consultant may engage directly or
indirectly in other businesses and ventures and shall not be required to
perform any services under this Agreement when, or for such periods in which,
the rendering of such services shall unduly interfere with such other
businesses and ventures, providing that such undertakings do not completely
preempt Consultant's availability during the term of this Agreement. Neither
Consultant nor his employees will be considered by reason of the provisions of
this Agreement or otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical, pension, bonus or
similar employee benefit plans sponsored by the Company for its employees.
Consultant shall report all earnings under this Agreement in the manner
appropriate to its status as an independent contractor and shall file all
necessary reports and pay all taxes with respect to such payments.
SERVICES
1. Subject to the terms and conditions of this Agreement, the Company hereby
engages the Consultant, and Consultant hereby accepts the engagement, to
provide advice, analysis and recommendations (the "Services") to the Company
with respect to the following:
A. Identifying prospective strategic partners and strategic alliances;
B. Corporate planning, strategy and negotiations with potential
strategic business partners and/or other general business consulting needs as
expressed by Client;
C. Business strategies;
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D. Periodic reporting as to developments concerning the industry which
may be relevant or of interest or concern to the Client or the Client's
business.
During the term of this Agreement, Consultant shall render such consulting
services as the Company from time to time reasonably requests, which services
shall include but not be limited to those rendered by Consultant to Company
prior to the date hereof; provided that:
(a) To the extent practicable such services shall be furnished only at
such time and places as are mutually satisfactory to the Company and
Consultant; and
(b) Consultant shall devote as much time as needed in performing such
services and shall not be required to perform any services hereunder while
Consultant is on vacation or suffering from an illness.
2. Compensation and Expenses. For the Services provided by the
Consultant, the Company (i) shall compensate the Consultant by delivering to
the Consultant, not later than January 23, 2002, Eighty Six Thousand Two
hundred Fifty (86,250) shares of the common stock of the Company ("Common
Stock") which have been registered on Form S-8 with the Securities and Exchange
Commission; and (ii) subject to the Company's prior written authorization and
consent, the Company shall be responsible for the payment of the reasonable
out-of-pocket costs and expenses of Consultant incurred prior to, or on or
after the date of this Agreement, in connection with its engagement under
this Agreement, including, but not limited to, reasonable fees and
disbursements of counsel for Consultant, travel and related expenses,
document production and computer database charges. The Company shall
reimburse Consultant for such costs and expenses as they are incurred,
promptly after receipt of a request for reimbursement from Consultant.
The Consultant warrants that nature of his services will not be associated,
in any manner, with a capital raising function or directly or indirectly
promote the Company's stock.
3. Successors and Assigns. This Agreement is binding upon and inures
to the benefit of the Company and its affiliates, successors and assigns and
is binding upon and inures to the benefit of Consultant and his successors
and assigns; provided that in no event shall Consultant's obligations to
perform the Services be delegated or transferred by Consultant without the
prior written consent of the Company.
4. Term. This Agreement shall commence on the date hereof and, unless
sooner terminated in accordance with the provisions of Section 6 hereof, shall
expire on July 23, 2003.
5. Termination. Either the Company or Consultant may terminate this
Agreement for material breach upon at least thirty (30) days prior written
notice specifying the nature of the breach, if such breach has not been
substantially cured within the thirty (30) day period.
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6. Independent Contractor Relationship. Consultant and the Company are
independent contractors and nothing contained in this Agreement shall be
construed to place them in the relationship of partners, principal and agent,
employer/employee or joint ventures. Neither party shall have the power or
right to bind or obligate the other party, nor shall it hold itself out as
having such authority.
7. Indemnification. Company shall indemnify and hold harmless the
Consultant from and against any and all losses, damages, liabilities,
reasonable attorney's fees, court costs and expenses resulting or arising from
any act or omission by Company. The Consultant shall indemnify and hold
harmless the Company from and against any and all losses, damages, liabilities,
reasonable attorney's fees, court costs and expenses resulting or arising from
any act or omission by the Consultant.
8. Notice. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given (i) when delivered, if personally delivered, (ii) when
sent by facsimile transmission, when receipt therefor has been duly received,
or (iii) when mailed by United States registered mail, return receipt
requested, postage prepaid, or by recognized overnight courier, addressed set
forth in the preamble to this Agreement or to such other address as any party
may have furnished to the other in any writing in accordance herewith, except
that notices of change of address shall be effective only upon receipt.
9. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed
to in writing signed by authorized officers of each party. No waiver by
either party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be
governed by the internal laws of the State of Nevada. Any controversy arising
under or in relation to this Agreement shall be settled by binding arbitration
in Las Vegas, Nevada in accordance with the laws of the State of Nevada and the
rules of the American Arbitration Association.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
11. Severability. If in any jurisdiction, any provision of this
Agreement or its application to any party or circumstance is restricted,
prohibited or unenforceable, such provision shall, as to such jurisdiction, be
ineffective only to the extent of such restriction, prohibition or
unenforceability, without invalidating the remaining provisions hereof and
without affecting the validity or enforceability of such provision in any other
jurisdiction or its application to other parties or circumstances. In addition,
if any one or more of the provisions contained in this Agreement shall for any
reason in any jurisdiction be held to be excessively broad as to time,
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duration, geographical scope, activity or subject, it shall be construed, by
limiting and reduction it, so as to be enforceable to the extent compatible
with the applicable law of such jurisdiction as it shall then appear.
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Company
and Consultant as of the date first written above.
SIGNATURE OF CONTRACTOR
NAME: XXXXX XXXXXXXX
ADDRESS: 000 XXXXX XXXXXXX XXXXXXXXX, XXXXX 000
XXX XXXXX, 00000
SIGNATURE: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
SIGNATURE OF COMPANY
NAME: NUCLEAR SOLUTIONS, INC.
ADDRESS: 0000 XXXX XXXXXXXXXX XX., XXX. 000
XXXXXXXX, XX 00000
SIGNATURE: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, Ph.D.
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86,250 Shares. Number of Shares to be issued
to Xxxxx Xxxxxxxx pursuant to this agreement.
