CONTRACT FOR PROFESSIONAL CONSULTING SERVICES
This professional consulting agreement is entered into by and
between Xxxx X. Xxxxx, whose principal place of business is 000 Xxx
Xxxxxx Xxxxx, Xxxxx 000, Xxxxx Ton, Xxxxxxx 00000, XXXXXXXX,
hereafter referred to as "Consultant", and xxxxXxxx.xxx Inc., a
business entity duly organized and operating under the laws of the
State of Nevada, whose business address is 0000 X. Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxx, 00000, U.S.A., hereafter
referred to as "maxxZone." Both Consultant and maxxZone may be
collectively referred to as the "parties."
In consideration of the mutual promises, covenants and
representations made herein, the parties agree as follows:
WHEREAS, maxxZone is a business entity duly organized and
operating under the laws of the State of Nevada; and
WHEREAS, maxxZone is engaged in the lawful business of
developing and marketing for sale sporting goods; and,
WHEREAS, maxxZone desires to establish a professional
consulting relationship with Consultant, for the main purpose of
having Consultant endeavor to use his professional expertise towards
managing the manufacturing and product manufactured in Asia, and
developing related strategic alliances, joint ventures and/or
mergers.
WHEREAS, Consultant is desirous of formalizing a contractual
Relationship with maxxZone for the express purpose of managing the
manufacturing and product manufactured in Asia, and developing
related strategic alliances, joint ventures and/or mergers.
THUS, THE PARTIES AGREE AS FOLLOWS:
ARTICLE ONE: IDENTIFICATION OF THE PARTIES TO BE BOUND BY THIS
AGREEMENT
Section 1.01 Parties to this agreement are Consultant and
maxxZone.
Section 1.02 For the purposes of this agreement, the parties'
respective addresses are:
(i) xxxxXxxx.xxx Inc: 0000 X. Xxxxx Xxxxxx Xxxxxxx, Xxxxx 0000,
Xxxxxxxxx, Xxxxxx, 00000, X.X.X.
(ii) Consultant: 000 Xxx Xxxxxx Xxxxx, Xxxxx 000,
Klong Ton, Xxxxxxx 00000, XXXXXXXX
Section 1.03 Any formal notices or communications needed to be
made pursuant to this agreement, with the exception of typical daily
communications necessary in order to fulfill the services which are
the subject matter of this agreement, must be made to the respective
parties at the addresses indicated in Section 1.02
1
Xxxxx-maxxZone Consulting December 2003
ARTICLE TWO: THE TERM OF THIS AGREEMENT
Section 2.01 This agreement, and the covenants and obligations
assumed by the parties hereunder, shall last for a specific term of
ONE Year from the date this agreement is signed by the parties
hereto. If the parties hereto do not sign this agreement on the same
day, then the term of the agreement shall be for OBE Year from the
latter date this agreement is signed by either party.
Section 2.02 After this agreement becomes effective by both
parties signing it, and after the term expires, this agreement may
be renewed for another ONE Year term, as long as both parties are
amenable to such a renewal. This renewal shall be accomplished by
the parties signing a letter of renewal at least thirty (30) days
before the original or pending twelve months term expires. This
letter of renewal need only refer to this agreement and this
subsection, and essentially state that both parties agree to a
single twenty-four months extension. Both parties must sign the
letter of renewal. Once signed, the exact terms of this contract
will be extended another twelve months, along with the same
obligations and consideration on each parties behalf, that is,
Consultant will continue to provide the same services provided for
herein to maxxZone, and maxxZone will compensate Consultant
similarly as provided for in the first or then pending twenty-four
months term.
Section 2.03 If the parties do decide to renew the terms of this
agreement for a successive ONE Year term, all of the terms,
provisions, covenants and obligations of this agreement will be
renewed, unless otherwise modified pursuant to the express agreement
of the parties herein.
ARTICLE THREE: TERMINATION OF THIS AGREEMENT
Section 3.01 If, after the original term of this agreement,
neither maxxZone or Consultant desires to continue on with the
provisions hereof, then the declining party shall communicate this
fact to the other at least thirty days before the expiration of the
twelve months term, and the contract will lapse due to expiration of
time.
Section 3.02 If, however, either party commits a material breach
of the covenants and obligations assumed hereunder, then, for cause,
the non-breaching party may choose to terminate this agreement, and
stop either performing the services called for herein, or cease
paying the consideration called for in this agreement. A material
breach of this agreement will mean either party's failure to live up
to the covenants and obligations assumed hereunder. If either party
believes that a material breach of this agreement has, or is about
to occur, then the ostensible non-breaching party shall communicate
in writing with the breaching party and attempt to resolve any
dispute. If the dispute cannot be resolved, then the parties agree
to submit the dispute to arbitration. The parties shall choose an
arbitrator from the list of arbitrators available at the Xxxxx
County Superior Court, Nevada. The parties shall bear the costs of
arbitration equally. The parties agree that the arbitration shall be
non-binding and shall be governed by the rules set forth in the
Nevada Code of Civil Procedure applying to Civil Arbitration. The
parties agree that if arbitration or other legal proceedings need to
be initiated to enforce the terms or provisions of this agreement,
the prevailing party, as that party is determined by an arbitrator
or a court of competent jurisdiction, shall have the right to
recover all costs and reasonable attorneys fees. Both parties agree
to submit to the jurisdiction of the Superior Court for the State of
Nevada, Xxxxx County.
2
Xxxxx-maxxZone Consulting December 2003
ARTICLE FOUR: COVENANTS UNDERTAKEN BY THE PARTIES -
SERVICES AND CONSIDERATION THEREFOR
Section 4.01 Consultant agrees to perform the following consulting
services on maxxZone's behalf:
a. Meeting and conferring with maxxZone's management, board of
directors, officers, accountants, managers, employees and the like
in reviewing product manufacture, quality, pricing, supply and
delivery from Asia; and
b. Reviewing such documentation as Consultant may find
necessary in evaluating potential product manufacturing, strategic
alliance and joint venture opportunities on behalf of maxxZone,
including but not exclusive to manufacturers, suppliers, production,
materials, quality control, shipping, pricing, terms and export
documentation for the Company's products to be sourced in Asia; and
c. Performing any cost and materials analysis that Consultant
determines is necessary in formulating plans, advice,
recommendations and proposals to maxxZone regarding product
manufacture, strategic alliances and/or joint ventures; and
d. Consultant shall render such consulting services under this
Agreement at own cost
Section 4.02 As compensation for the faithful services assumed
herein by Consultant, maxxZone agrees to pay to Consultant TWO
MILLION (2,000,000) shares of common securities in maxxZone.
a. It is agreed to by the parties hereto that said payment of
stock shall become due and payable immediately upon the execution of
this agreement.
b. It is also expressly agreed to by the parties hereto that
said payment of FREE-TRADING stock by maxxZone to Consultant
shall be non-cancelable.
Section 4.03 maxxZone also agrees to reimburse Consultant for any
and all reasonable costs incurred by Consultant in the performance
of the duties undertaken by this agreement, including, but not
limited to: travel expenses, and long distance phone charges.
3
Xxxxx-maxxZone Consulting December 2003
ARTICLE FIVE: MODIFICATION
Section 5.01 This agreement, and the terms hereunder, cannot be
modified unless by a signed writing executed by the parties hereto.
The parties acknowledge that this agreement is the final expression
of their agreement, and merges any and all previous oral and written
agreements, negotiations and communications.
ARTICLE SIX: GOVERNING LAW
Section 6.01 This agreement shall be governed and interpreted by
the laws of the State of Nevada.
ARTICLE SEVEN: EFFECT OF WAIVER
Section 7.01 The waiver by either party of any particular clause
or part of this agreement, or any obligation hereunder, shall not
constitute a waiver of any or all of the remaining portions of this
agreement. Likewise, the waiver by either party of any specific
remedy, or part thereof, provided for under this agreement, shall
not limit the waiving party's right to any other remedy provided for
under the law of the State of Nevada.
ARTICLE EIGHT: AUTHORITY TO BIND PRINCIPALS
Section 8.01 Each party hereto acknowledges that they have
complete authority to enter into this agreement either individually,
or in a representative or agency capacity with a corporate, or other
business entity.
ARTICLE NINE: NO EMPLOYMENT RELATIONSHIP
Section 9.01 It is recognized and affirmed by the parties hereto,
that Consultant is an independent contractor. Neither Consultant nor
Consultant's employees (if any) or contract personnel are, or shall
be deemed, maxxZone's employees. In its capacity as an independent
contractor, Consultant agrees and represents, and maxxZone agrees,
as follows:
a. Consultant reserves the right to perform services for others
during the term of this agreement; however, Consultant will not
perform services for any competitors of maxxZone's during the term
of this agreement, or for a period of two years after the services
rendered under this Agreement have been completed.
b. Consultant has the sole right to control and direct the
means, manner and method by which it performs the services to be
rendered pursuant to this agreement. Consultant has the right to
perform the services required under this agreement at any place or
location or at any time it determines is appropriate.
c. Consultant has the power to hire assistants, subcontractors,
or to use employees or contract personnel to provide the services
agreed to herein. The services to be provided by Consultant to
maxxZone are to be performed solely by Consultant, or any
assistants, subcontractors, employees or contract personnel whom
Consultant deems are necessary to perform said services. maxxZone
shall not hire, supervise or control any assistants to help
Consultant, and neither shall maxxZone provide any training to said
personnel. maxxZone shall not require that Consultant, or any of
Consultant's employees, assistants, contract personnel or
subcontractors devote full time to the services to be performed
herein.
4
Xxxxx-maxxZone Consulting December 2003
d. Consultant has complied with all federal, state and local
laws requiring business permits, certificates, and licenses required
to carry out the services to be performed under this agreement.
e. maxxZone will not withhold FICA from Consultant's payments
or make FICA payments on Consultant's behalf; maxxZone will not
make state or federal unemployment compensation contributions on
Consultant's behalf; or, withhold state or federal income taxes
from Consultant's payments.
f. Consultant understands that neither Consultant nor
Consultant's employees or contract personnel are eligible to
participate in any employee pension, health, vacation pay, sick
pay, or other fringe benefit plan of maxxZone.
g. maxxZone shall not obtain workers' compensation insurance on
behalf of Consultant or any of Consultant's employees, or contract
personnel. If Consultant does have to hire employees or contract
personnel in order to perform the services contemplated under
this agreement, then Consultant will bear all responsibility for
acquiring workers' compensation insurance and agrees to hold
maxxZone harmless from any claim for workers' compensation benefits
filed by one of Consultant's employees, subcontractors or contract
personnel in performing the services rendered under this Agreement.
Consultant also agrees to hold maxxZone harmless from all costs and
attorney's fees in the event that any claim contemplated under this
section by one of Consultant's employees or contract personnel is
filed.
h. maxxZone shall make no state or federal unemployment
compensation payments on behalf of Consultant or any of Consultant's
subcontractors, employees, or contract personnel. Consultant will
not be entitled to these benefits in connection with work performed
under this agreement.
ARTICLE TEN: CONFIDENTIAL INFORMATION
Section 10.01 The parties understand and acknowledge that each of
them (and their respective employees, consultants and
subcontractors) may have disclosed to it, in connection with the
rendition of services and performance of their obligations of this
agreement, confidential and/or proprietary information of the other
party. The parties hereto agree that said confidential or
proprietary information shall be held strictly confidential, and
that should legal action become necessary to enforce this clause,
the non-breaching party shall recover costs and attorney's fees as
expressed herein.
5
Xxxxx-maxxZone Consulting December 2003
ARTICLE ELEVEN: ASSIGNMENT
Section 11.01 Neither party hereto may assign this Agreement
without the prior written consent of the other party signed by such
other party's duly authorized representative, which consent may be
given or withheld in the sole discretion of the applicable party
whose consent is requested.
ARTICLE TWELVE: NOTICES
Section 12.01 All notices in connection with this agreement shall
be deemed given as of the day they are sent by electronic
transmission, sent by facsimile or deposited with a commercial
courier for delivery to other party at the following addresses:
maxxZone:
0000 X. Xxxxx Xxxxxx Xxxxxxx, Xxx 0000, Xxxxxxxxx, Xxxxxx, 00000,
X.X.X.
and
Consultant:
000 Xxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxx Ton, Xxxxxxx 00000, XXXXXXXX
xxxxXxxx.xxx, Inc.
By: /s/ Xxxxxx Xxxxxx
----------------------
Xxxxxx Xxxxxx
Its: President/CEO
Dated: December 15, 2003
CONSULTANT
By: /s/ Xxxx Xxxxx
----------------------
Xxxx Xxxxx
Dated: December 15, 2003
6
Xxxxx-maxxZone Consulting December 2003
