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EXHIBIT 10.20
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made as of this 1st day of May, 2000, between Patric
Judge, an individual residing in the United Kingdom ("Provider"), Pet Quarters,
Inc., an Arkansas corporation whose principal place of business is located at
000 Xxxx Xxxxx Xxxxxx xx Xxxxxx, Xxxxxxxx 00000 ("Customer").
WITNESSETH:
WHEREAS, Customer desires to acquire consulting services from Provider
upon the terms, conditions and provisions as hereinafter set forth, and Provider
desires to provide such consulting services as Customer desires upon the terms,
conditions and provisions as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual
undertakings of the parties herein contained and for other good and valuable
consideration, the receipt of which the parties hereby acknowledge, intending to
be legally bound Provider and Customer hereby agree as follows:
1. Duties of Provider. Customer hereby contracts with Provider as a
consultant to xxxxxx, develop and finalize beneficial relationships with
"Content Providers", as hereinafter defined, and European and global
veterinarian societies and associations such as WSAVA and BSAVA ("Veterinarian
Associations"), to assist Customer's management in the development of
"Customer's Website", as hereinafter defined, and create a charitable trust for
the benefit and care of pets. In addition to such described duties, Customer
anticipates that it will request Provider to perform additional consulting and
managerial tasks for Customer and Provider shall accept such reasonable
additional assignments without additional compensation unless otherwise agreed
upon by Customer. Provider agrees to perform all such services in a prompt,
professional and workmanlike manner consistent with generally accepted
professional and business practices and standards. As payment for all such
services, including any reasonable additional tasks as contemplated above,
Provider shall receive the amounts described in paragraph 3 hereof. As used
herein, "Content Providers" shall mean respected veterinarians and authors who
agree to write articles and provide scholarly advice regarding pets, pet care
and other relevant topics to provide useful information to professionals and
consumers who visit Customer's Website. As used herein, "Customer's Website"
shall mean Customer's internet homepage, currently located at xxxxxxxxxxx.xxx,
but subject to change, that Customer utilizes to market and sell its pet
supplies and services.
Provider shall devote sufficient time and resource to fulfill the
Duties set out above with a view to assisting the Customer's business of
developing the premier Internet pet supply, information and resource site,
expanding Customer's relationship with the Content Providers, and the
Veterinarian Associations, and assuring Customer's Website is well placed,
located and known for effective sales and marketing in the European economic
community. Provider shall exert his best efforts to discharge the
responsibilities reasonably assigned to him by Customer. Provider shall
discharge his responsibilities to Customer in such a manner and he shall not at
anytime do anything which may cause or tend or be likely to cause any loss or
damage to Customer in business, reputation or otherwise.
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2. Term. The term of this Agreement shall commence on May 1, 2000, and
shall continue for a period of two (2) years, until April 30, 2002 (the "Initial
Period"). Thereafter, this Agreement shall continue on an annual basis until
terminated by either party. After the Initial Period, Customer may terminate
this Agreement at the end of any annual period by at least one months written
notice. After the Initial Period, Provider may terminate this Agreement by
giving Customer at least one (1) months written notice of Provider's intent to
stop performing the services to be provided pursuant to this Agreement.
3. Compensation. For all the services to be rendered by Provider in
accordance with clause 1 of this Agreement, Customer agrees to pay Provider at
the end of each monthly period, commencing May 31, 2000, an amount equal to
$7,500, in U.S. dollars. Although Provider is not and is not intended to become
an employee of Customer, the Board of Directors of Customer, as and when deemed
appropriate by them, may include Provider in any of Customer's stock option
plans or issue options to Provider as additional compensation
In addition to the compensation set out above Provider shall be entitled to
receive payment of all invoices to Customer currently outstanding for work
carried on for Customer prior to the date hereof as provided by Provider and set
forth on Exhibit A hereto.
4. Identification of Strategic Partners. Customer also recognizes that
Provider is in a unique situation to assist Customer in identifying and
successfully negotiating terms of an agreement of acquisition or merger with
appropriate strategic partners worldwide. Therefore, in addition to the
compensation referred to in paragraph 3 hereof, as Customer identifies strategic
partners suitable for commercial strategic alliances, partnerships, joint
ventures, takeover, merger or acquisition by Provider, Provider will be entitled
to negotiate with Customer for additional compensation as a referral fee to be
paid in stock of Customer. Unless otherwise agreed by the parties, the transfer
of stock shall occur upon the closing of the strategic alliance, partnership,
joint venture, takeover, merger or acquisition of the strategic partner with
Customer.
5. Independent Contractor. In its performance of services pursuant to
this Agreement, Provider shall at all times act in its own capacity and right as
an independent contractor, and nothing herein may be construed to make Provider
an agent, partner, or joint venturer of Customer. Neither Provider nor its
Providers will have any claim to Customer's revenues. Provider shall be solely
responsible for all taxes due upon or as a result of Provider's receipt of the
compensation contemplated herein, and Customer shall not be responsible in any
manner, except as required by the income tax laws of the United States, for
withholding or payment of taxes related to any amounts paid by Customer to
Provider.
6. Office and Business Expense Reimbursement. Customer shall provide
Provider with an additional amount not to exceed $1,500 per month, in U.S.
dollars, to reimburse Provider for office and overhead expenses which are
suitable to his position and appropriate to the performance of his duties. This
office expense reimbursement shall be paid on the last day of
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each month. Customer shall also reimburse Provider for all extraordinary travel,
entertainment and business expenses ("Extraordinary Expenses"). Prior to
incurring any Extraordinary Expense which Provider shall seek reimbursement from
Customer, Provider shall obtain prior approval from Customer in writing for such
Extraordinary Expense. Customer shall reimburse Provider for the approved
Extraordinary Expenses on the last day of the month in which Provider submits
its request for reimbursement.
7. Termination Of Agreement. This Agreement, and Provider's services
hereunder, upon Thirty (30) days written notice shall be terminated immediately
upon the happening of any of the following events:
A. The death or disability of Provider.
B. Provider's being convicted for the commission of a felony
under any federal or state law.
C. For purposes of this Agreement, "disability" shall mean a
physical or mental disability of Provider which prevents the
performance by Provider of his duties, with or without reasonable
accommodation, for One Hundred Twenty (120) days during any Six (6)
month period.
D. By Customer with "good cause" upon the giving of 3 days
written notice. For the purpose of this Agreement, "good cause" shall
include, substance abuse, proven dishonesty, theft, fraud,
embezzlement, conviction of a felony, or other actions by Provider
which cause material harm to, or publicly defame the name of, Customer.
Upon any such termination of this Agreement, Provider shall not be
entitled to receive any severance pay or other additional compensation, unless
Customer, in the sole discretion of the Board of Directors, shall so elect.
In the event of such termination, Provider shall immediately pay any
indebtedness owed to Customer, and shall reimburse Customer for any unearned
prepaid expenditures incurred on behalf of or for the benefit of Provider.
Customer may, in its sole discretion, deduct or offset any such amounts owed to
it by Provider from any amounts that may otherwise be due to Provider from
Customer. Following termination, Provider shall fully cooperate with Customer
and all matters relating to the winding up of his pending work on behalf of
Customer and the orderly transfer of any such pending work to other consultants
of Customer.
8. Confidentiality And Nondisclosure Agreement. Provider acknowledges
that, as a consultant to Customer, Provider has been and will be in a position
to receive or have access to confidential information (as hereafter defined)
regarding the business carried on by Customer. Confidential Information
includes, but is not limited to, all information regarding Customer's: (a)
customers and customer lists, including all names, addresses, phone numbers and
any other pertinent information; (b) sources of supply, price lists and costs;
(c) marketing strategies and procedures, advertising strategies and sales
methods; (d) corporate strategies, plans and goals; (e) information contained in
training manuals; (f) technical information; (g) prospective and executed
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contracts, financial information and other business arrangements; (h) all other
proprietary knowledge or data acquired or obtained through Provider's
relationship with Customer. Provider hereby agrees that, except with the prior
written consent of Customer, Provider will not, during the course of his
association with Customer or at any time thereafter, directly or indirectly use,
disclose or disseminate (in any manner) to any other person (including any
individual or entity) any Confidential Information. In the event Provider's
contract with Customer terminates or is terminated for any reason, Provider
agrees to return to Customer all documentation pertaining or relating to any
Confidential Information.
Provider also recognizes and agrees that in the event of Provider's
breach or violation of any provisions of this paragraph, Customer may suffer
irreparable injury that cannot adequately be compensated for monetary damages
and agrees that Customer shall have the immediate right to obtain a preliminary
or final injunction against Provider issued by a court of competent jurisdiction
enjoining any breach or violation of this paragraph.
Customer recognises and agrees that in the course of identifying and
introducing prospective strategic partners in accordance with clause 4 of this
Agreement that information will be provided about potential strategic partners
which will be confidential and agrees to keep confidential any such information
disclosed to it in whole or in part; to obtain the prior specific written
authorisation of Provider to disclosure of such information to a third party and
to require such third party to sign a Confidentiality Agreement with the
Provider in like terms to this clause; not to use such information in whole or
in part for any purpose other than the business of the consideration of the
strategic alliance proposed ("the Relevant Business"); to restrict access to
such information disclosed to it to those of its officers, employees or
professional advisers who need to know the same for the purpose of the Relevant
Business; to ensure that any of its officers, employees or professional advisers
to whom such information is disclosed are aware of the terms of this Agreement
and the confidential nature of the information and to procure their observance
of the terms of this Agreement. Customer also agrees not to copy such
information disclosed to it under this Agreement in whole or in part except as
reasonably necessary for the purpose of the Relevant Business.
9. Fair Competition Agreement. To induce Customer to retain Provider,
Provider agrees, commencing on the date of Provider's termination of services to
Customer for any reason except if this Agreement is terminated by Customer,
without good cause, and continuing for a period of three months, Provider shall
not provide the services as set out clause 1 of this Agreement to any other
person which in any way competeS with Customer, whether on his own account or as
a shareholder, partner, joint venturer, employee, consultant, advisor and/or
agent of any person, firm, corporation or other entity engaged in the business
of providing pet products, supplies, services or advice to third-parties on the
internet or by mail order catalogues anywhere in the world. Provider
acknowledges, represents and warrants to Customer that the covenant of Provider
hereunder is reasonably necessary for the protection of Customer's interest and
is not unduly restrictive upon Provider.
Provider also recognizes and agrees that in the event of Provider's
breach or violation of any provisions of this paragraph, Customer may suffer
irreparable injury that cannot adequately be compensated for monetary damages
and agrees that Customer shall have the immediate right to
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obtain a preliminary or final injunction against Provider issued by a court of
competent jurisdiction enjoining any breach or violation of this paragraph.
10. Benefit. This Agreement shall bind all parties, the respective
heirs, executors, administrators and assigns, but nothing contained herein shall
be construed as an authorization or right of any party to assign his rights or
obligations hereunder.
11. Assignment. Neither Customer nor Provider may assign this Agreement
without the prior written consent of the other party.
12. Waiver Of Breach Or Violation Not Deemed Continuing. The waiver by
either party of a breach or violation of any provision of this Agreement shall
not operate as or be construed to be a waiver of any subsequent breach hereof.
13. Notices. Any and all notices required or permitted to be given
under this Agreement will be sufficient if furnished in writing and sent by
registered mail to the respective parties at the addresses given on the last
page of this Agreement or later provided in writing to the applicable party.
14. Governing Law. This Agreement shall be interpreted, construed and
governed according to the laws of the State of Arkansas.
15. Survival. The covenants contained in or liabilities accrued under
this Agreement which, by their terms, require their performance after the
expiration or termination of this Agreement shall be enforceable notwithstanding
the expiration or other termination of this Agreement.
16. Paragraph Headings. The paragraph headings contained in this
Agreement are for convenience only and shall in no manner be construed as part
of this Agreement.
17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
18. Entire Agreement. This instrument contains the entire agreement of
the parties and may not be changed except by a writing signed by the party
against whom the enforcement of any waiver, change, modification or discharge is
sought.
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IN WITNESS WHEREOF, Customer has hereunto caused this Agreement to be
executed by its duly authorized officers and Provider has hereunto set his hand,
all being done in duplicate originals with One (1) original being delivered to
each party on the day and year first above written.
CUSTOMER:
PET QUARTERS, INC.
000 Xxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
XXX
Attest:
By:
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Xxxxx Xxxxxxx, President
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Xxxxx Xxxxxxx, Assistant Secretary
PROVIDER:
PATRIC JUDGE
00 Xxxx Xxxxxx
Xxxxx, Xxxxxxxxxxxxx
XX000XX, XX
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Patric Judge
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