99.1
CONSULTING SERVICES AGREEMENT
Consulting Services Agreement
Between
Xxxxxxx X. Xxxxxxx
And
Steam Cleaning USA/National Management Corp.
This Consulting Services Agreement made and entered into this 1st Day of
December 2002 by and between Xxxxxxx Xxxxxxx (hereinafter "Consultant")
independent contractor, having an address at 000 Xxxxxxxx Xxxx, Xxxxx 000.
Xxxxxxxxx, XX, 00000, and Steam Cleaning USA/ National Management Corp.
(hereinafter "The Client"), having an office at 000 Xxxxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx, Xxx Xxxx 00000.
PREMISES
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WHEREAS, "The Client", is a shareholder of a Publicly Traded company, Steam
Cleaning USA, SCLU-OTC BB.
WHEREAS, Consultant represent themselves as qualified to perform the desired
services required by "The Client".
WHEREAS, "The Client" desires to retain Consultant to act as a "General
Contractor", with regards to developing a corporate image, identifying and
analyzing possible strategic alliances within the industry, identifying
potential acquisition candidates , website development and general business
developmentThe "consultant" represents that they are "Not" a registered broker
dealer, and will act as an introductory agent with regards to any financing
opportunities that may arise from consultants efforts, any investment terms are
to be negotiated by the company directly.
The Consultant is willing to perform such services on the terms and conditions
herein contained.
AGREEMENT
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NOW THEREFORE, in consideration of the above stated premises and the promises
herein contained, and for good and valuable consideration, the parties hereto
agree as follows:
1. ENGAGEMENT OF CONSULTANT: "The Client" hereby retains Consultant and
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Consultant agrees to commit full resources towards the company's stated goals.
2. TERMS: "The Client" hereby retains Consultant for a period of 6 Months,
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and renewable after that date on a monthly basis (or longer term), only by a
written notification from "The Client" to Consultant, to provide the services
set forth herein, any contract extension is subject to renegotiation by either
party.
A. SCOPE OF CONSULTANT'S WORK:
1. On a non-exclusive basis, Consultant shall act as a "General Contractor",
with regards to developing a corporate image, identifying and analyzing possible
strategic alliances within the industry, identifying potential acquisition
candidates , website development and general business development.
B. WORK ASSIGNMENT
1. Specific verbal and written tasks are to be coordinated through Xx. Xxxxx
Xxxxxxx, with periodic plans submitted as well as ongoing progress reports sent
to Xx. Xxxxxxx. The parties shall document all work.
2. COMPENSATION: As compensation for the services to be rendered by
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Consultant hereunder, Consultant shall be paid, and Consultant agrees to accept,
the following: 200,000 shares of the company's common stock, 100,000 shares will
be restricted however will be accompanied by "piggy back" registration rights
and an opinion letter, 100,000 shares will be freely tradable common shares
These shares are to be delivered in good standing and free trading. Additionally
"The Client" agrees to pay fair and reasonable pre-approved expenses.
( i) "The Client" shall pay all compensation directly to Xx. Xxxxxxx
Xxxxxxx, an individual
3. PERSON ENTITLED TO EXERCISE.
If an option, option can only be exercised by Consultant, Consultant's
beneficiary or Consultant's estate, and neither this nor any rights hereunder
can be transferred other than by testamentary disposition or the laws of descent
and distribution. Neither this Option, nor any right hereunder, shall be subject
to lien, attachment, execution, or similar process. In the event of any
alienation, pledge, or hypothecation, or any other transfer of this Option, or
any right hereunder, or in the event of any levy, attachment, execution or
similar process, this Option and all rights granted hereunder shall immediately
be null and void.
4. TERMINATION OF AGREEMENT BY THE COMPANY.
It is understood and agreed that either party hereof, may at any time and for
any reason whatsoever, terminate this agreement by giving thirty (30) days prior
written notice to the other party. At the conclusion of this agreement, or its
termination, all data provided by "The Client" or SCLU to Consultant shall be
returned to the parties. All compensation due for completed services through the
date of termination shall be paid to Consultant immediately upon termination.
5. REPORTS TO "THE CLIENT"
a. Commencing upon signing and at least once each month thereafter during
the Term of this Agreement, Consultant shall prepare and present to "The Client"
a written report describing its activities and its progress toward meeting the
objectives mutually agreed upon by Consultant and "The Client".
b. Throughout the Term of this Agreement, Consultant may also provide the
officers, directors, employees or designees of "The Client" with verbal reports
concerning its activities.
This Agreement may be extended beyond the period specified herein as set forth
herein.
6. CONFIDENTIAL INFORMATION
"The Client" agrees to promptly provide and fully disclose to Consultant any and
all information regarding SCLU and their products, which Consultant deems
pertinent to its engagement hereunder.
Consultant acknowledges that any and all knowledge or information concerning
SCLU and its affairs obtained by Consultant, his principals, employees and/or
contractors in the course of his engagement hereunder will be deemed
"confidential" and will be held inviolate by him and that he will conceal the
same from any and all other persons and entities, including, but not limited to,
competitors of SCLU and that he will not impart any such knowledge to anyone
whosoever during or after the term of hereof.
As used herein, "confidential" knowledge or information means: (a) all
information regarding SCLU, which is not generally available to the public; and
(b) all information regarding SCLU, which was received by Consultant from a
source with confidentiality obligations to SCLU.
Consultant shall, upon the termination of his engagement by "The Client" for any
reason whatsoever, immediately surrender and turn over to "The Client" all
"confidential" material including, but not limited to, books, forms, records,
SCLU lists and all other papers and writings relating to SCLU and all other
property belonging to "The Client", it being understood and agreed that the same
are the sole property of the parties. This includes any and all papers,
documents and computer records created or held by Consultant.
In addition to any other rights or remedies to which "The Client" may be
entitled, "The Client" shall have the right to obtain an ex parte restraint upon
the breach or threatened breach of this section.
This section shall survive termination of this Agreement.
7. BEST EFFORTS BASIS.
Consultant agrees that he will at all times faithfully and to the best of his
experience, ability and talents, perform all the duties that may be required of
and from Consultant, pursuant to the terms of this Agreement. Consultant does
not guarantee that his efforts will have any impact on Client's business or that
any subsequent financial improvement will result from Consultant's efforts.
Client understands and acknowledges that the success or failure of Consultant's
efforts will be predicated on Client's assets and operating results.
8. CLIENT'S RIGHTS TO APPROVE TRANSACTIONS.
The Company expressly retains the right to approve, in its sole discretion, each
and every transaction introduced by Consultant that involves SCLU. Consultant
and "The Client" agree that Consultant is not authorized to enter into
agreements on behalf of "The Client" or The Company.
9. CLIENT/COMPANY UNDER NO DUTY OR OBLIGATION TO ACCEPT OR CLOSE ON ANY
TRANSACTIONS.
It is mutually understood and agreed that SCLU is not obligated to accept or
close any distribution, retail, promotional proposal, acquisition, or merger
transactions submitted by Consultant.
10. COSTS AND EXPENSES.
Consultant shall be responsible for all out-of-pocket expenses, travel expenses,
third party expenses, filing fees, copy and mailing expenses that Consultant may
incur in performing Consulting Services under this Agreement. However, such
costs shall be reimbursed to Consultant if approved in writing by "The Client"
within thirty (30) days from the date that the Consultant submits approved
expense report to "The Client".
11. CONSULTANT STATUS
Consultant acknowledges that he is providing services hereunder as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of the services hereunder shall be his sole responsibility.
Consultant further agrees that nothing herein shall create a relationship of
partners or joint venture's between Consultant and "The Client".
12. REPRESENTATIONS OF "THE CLIENT"
"The Client" hereby represents and warrants as follows:
a. ORIZANIZATION AND STANDING. Steam Cleaning USA Corporation is a
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corporation validly existing and in good standing under the laws of Delaware.
b. CORPORATE POWER AND AUTHORITY. "The Client" has the corporate power to
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execute and deliver this Agreement, has taken all action required by law to
authorize such execution and delivery, and this Agreement is a valid and binding
obligation of "The Client" in accordance with its terms.
c. FINANCIAL STATEMENTS. "NOT APPLICABLE" (Publicly disclosed)
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13. REPRESENTATIONS OF CONSULTANT
Consultant hereby represents and warrants as follows:
a. POWER AND AUTHORITY. Consultant has the power to execute and deliver this
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Agreement, has taken all action required by law to authorize such execution and
delivery, and this Agreement is a valid and binding obligation of Consultant in
accordance with its terms.
b. INSIDE INFORMATION SECURITIES LAWS VIOLATIONS. In the course of the
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performance of his duties, consultant may become aware of information which may
considered "inside information" within the meaning of the Federal Securities
Laws, Rules and Regulations. Consultant acknowledges that his use of such
information to purchase or sell securities of SCLU, or its affiliates, or to
transmit such information to any other party with a view to buy, sell, or
otherwise deal in SCLU securities, is prohibited by law and would constitute a
breach of this Agreement and notwithstanding the provisions of this Agreement,
will result in the immediate termination of the Options.
(c) By reason of Consultant's knowledge and experience of financial and
business matters in general, and investments in particular, Consultant is
capable of evaluating the merits of this transaction and in bearing the economic
risks of an investment in the shares and SCLU in general and fully understand
the speculative nature of such securities and the possibility of such loss;
(d) Consultant has had the opportunity to ask questions and receive answers
concerning the terms and conditions of the Shares to be issued hereby and
reserved for issuance pursuant hereto, and to obtain any additional information
which Client possesses or can acquire without unreasonable effort or expense
that is necessary to verify the accuracy of information furnished; and
(e) Consultant has been furnished with a copy of SCLU's most recent
informational Report as well as a brief description of SCLU's capital structure
and any material changes in SCLU's affairs that may not have been disclosed in
the Disclosure Documents.
14. DEFAULTS
In the event that "The Client" fails to pay any amount due to Consultant
hereunder, or to timely reimburse Consultant for any expenses in the manner set
forth herein, or otherwise defaults hereunder, after receiving written notice of
such default with fifteen (15) days to cure, Consultant shall have the right to
cease performing services hereunder and to declare all amounts due hereunder to
be immediately due and payable. In no event shall any funds paid to Consultant
hereunder be refundable to "The Client".
15. NOTICES
All notices permitted, required or provided for by this Agreement shall be made
in writing, and shall be deemed adequately delivered if delivered by hand and a
receipt obtained, or by a nationally recognized overnight courier service that
regularly maintains records of its pick ups and deliveries, to the parties at
their respective addresses set forth above or to any other address designated by
a party hereto by written notice of such address change. Notices shall be deemed
given as of the date of delivery to the overnight courier service or to the
recipient if delivered by hand, and received one day after delivery to the
overnight courier service or when actually received if delivered by hand.
16. INDEMNIFICATION
"The Client" shall hold harmless and indemnify Consultant from and against any
and all damages, losses, liabilities, obligations, fees, costs and expenses,
including but not limited to, the payment and advancement of reasonable
attorney's fees, resulting from, or incurred in connection with claims made
against Consultant relating to the performance by SCLU hereunder.
Notwithstanding the foregoing, "The Client" shall have no obligation to hold
harmless and indemnify Consultant from claims made against Consultant, which
arise out of, or in connection with, Consultant's negligence in the performance
of his duties hereunder. The provisions of this Section shall survive
termination of this Agreement.
The Consultant shall hold harmless and indemnify "The Client" from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including but not limited to, the payment and advancement of reasonable
attorney's fees, resulting from, or incurred in connection with claims made
against "The Client" or the "Company" relating to the performance of
Consultant's hereunder.
17. BINDING EFFECT; ASSIGNMENT
This Agreement shall be binding upon and insure to the benefit of the parties
and their respective successors and permitted assigns. Neither party may assign
either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of the other party.
18. ENTIRE AGREEMENT
This Agreement represents the entire Agreement with respect to matters
contemplated herein and supersedes any prior oral or written agreements or
undertakings between the parties with respect to such matters. This Agreement
shall not be amended to any extent or canceled, except by a writing executed by
the parties.
19. HEADINGS
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect any of the terms or provisions hereof.
20. COUNTERPARTS
This Agreement and any amendments hereto may be executed in any number of
counterparts, all of which together shall constitute a single, original
instrument.
21. SEPARABILITY
To the extent that any term or provision hereof is deemed invalid, void or
otherwise unenforceable, but may be made enforceable by amendment thereto, the
parties agree that such amendment may be made so that the same shall,
nevertheless, be enforceable to the fullest extent permissible under the laws
and public policies applied in the jurisdiction in which enforcement is sought.
This Agreement is made in the State of New York and subject to the laws of such
State without regard to conflicts of law rules. Any action or proceeding in
regard to this Agreement must be brought in the County of Nassau, State of New
York.
22. WAIVER
A waiver of any breach of any provision of this Agreement must be in writing and
shall not constitute or operate as a waiver of any other breach of such
provision or of any other provision, nor shall any failure to enforce any
provisions hereof operate as a waiver of such provision or of any other
provision hereunder.
IN WITNESS THEREOF, the Parties have caused this agreement to be executed on its
behalf by a duly authorized officer and consultant as hereunto agreed by
authorized signatures, all as of the day and year first above written.
__________________________ _______________________________
Xx. Xxxxxxx X. Xxxxxxx Xx. Xxxxx Xxxxxxx
National Management Corp.
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