Exhibit 10.2
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") is entered into as of
this 13th day of June, 2002, by and between ENTREPORT CORPORATION, a Florida
corporation (the "Company"), and XXXXXXX X. XXXXXXXX, an individual
("Consultant").
1. DUTIES; CONSULTANT REPRESENTATION. During the term of this
Agreement, the Consultant shall provide consultation on behalf of the Company in
connection with (i) evaluation and analysis of potential merger and acquisition
candidates, and (ii) other business strategies. In performance of these duties,
Consultant shall provide the Company with the benefits of Consultant's best
judgment and efforts. Nothing herein contained shall be construed to limit or
restrict Consultant in rendering services of a similar nature to others,
provided, however, that during the term of this Agreement, Consultant covenants
not to provide consulting services to, or to engage in, directly or indirectly,
any business competitive with that of the Company without the consent of the
Company. The duties to be performed by Consultant pursuant to this Agreement may
be performed at a location determined by Consultant and at such times as may be
agreed to by Consultant and the Company.
2. TERM . This Agreement shall commence on the date first set forth
above and shall remain in effect for a period of 120 days.
3. CONSIDERATION. As consideration for Consultant and his affiliates
entering into this Agreement and Consultant's services hereunder, the Company
shall issue to Consultant 800,000 shares of the Company's $.001 par value common
stock.
4. DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION.
(a) As used herein, the term "Confidential Information"
means any and all trade secrets or other confidential information of any kind,
nature or description concerning any matters affecting or relating to the
business of the Company that derives economic value, actual or potential, from
not being generally known to the public or to other persons who can obtain
economic value from its disclosure or use and which is the subject of efforts by
the Company that are reasonable under the circumstances to maintain its secrecy.
Confidential Information includes, but is not limited to, operations and
financial information concerning the Company's business; customer names,
addresses, buying habits, needs and the methods of fulfilling those needs;
supplier names, addresses and pricing policies; and the Company's pricing
policies. The term "Confidential Information" does not include information which
(i) becomes generally available to the public other than as a result of a
disclosure by Consultant or his agents or advisors, or (ii) becomes available to
Consultant on a non-confidential basis from a source other than the Company or
its advisors, provided that such source is not known by Consultant to be bound
by a confidentiality agreement with or other obligation of secrecy to the
Company or another party.
(b) Consultant will keep confidential and will not directly
or indirectly divulge to anyone (except as required by applicable law or in
connection with the performance of his duties and responsibilities as a
consultant hereunder), to the extent practicable, or use or otherwise
appropriate for his own benefit, or on behalf of any other person, firm,
partnership or corporation by whom he might subsequently be hired as a
consultant or otherwise associated or affiliated with, any Confidential
Information.
(c) All documents, memoranda, reports, notebooks,
correspondence, files, lists and other records, and the like, specifications,
computer software and computer equipment, computer
printouts, computer disks, and all photocopies or other reproductions thereof,
affecting or relating to the business of the Company, which Consultant shall
prepare, use, construct, observe, possess or control (the "Company Materials"),
shall be and remain the sole property of the Company. Upon termination of this
Agreement, Consultant shall deliver promptly to the Company all such Company
Materials.
5. INDEPENDENT CONTRACTOR. The relationship between Consultant and
the Company is that of an independent contractor. The Company shall have no
right or authority to control or direct the manner in which Consultant renders
his services hereunder. In furtherance of this independent contractor
relationship, the only compensation owed by the Company hereunder is that
contemplated in Section 3, and the Company shall have no liability or obligation
with respect to any federal, state or local taxation or withholdings with
respect to Consultant, all of which liability and obligation shall be borne
solely by Consultant and Consultant shall indemnify the Company and hold it
harmless against any such liability.
6. XXXXXXX XXXXXXX. Consultant acknowledges that he may receive from
time to time material nonpublic information concerning the Company and other
parties involved with the Company. Consultant, on behalf of itself and its
affiliates, acknowledges that he is familiar with the Federal securities laws
and regulations outlawing xxxxxxx xxxxxxx and represents and covenants that it
shall act in strict accordance with such laws and regulations at all times.
7. ENTIRE AGREEMENT AND WAIVER. This Agreement contains the entire
agreement between the parties hereto with respect to the consulting services to
be rendered to the Company by Consultant, and supersedes all prior and
contemporaneous agreements, arrangements, negotiations and understandings
between the parties relating to the subject matter hereof. No waiver of any
term, provision, or condition of this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be, or shall
constitute, a waiver of any other provision hereof, whether or not similar, nor
shall such waiver constitute a continuing waiver, and no waiver shall be binding
unless executed in writing by the party making the waiver.
8. ENFORCEMENT; SEVERABILITY. If in any proceeding, a court shall
refuse to enforce any provisions of this Agreement, whether because the
restrictions contained herein are more extensive than is necessary to protect
the business of the Company or for any other reason, it is expressly understood
and agreed between the parties hereto that this Agreement is deemed modified to
the extent necessary to permit this Agreement to be enforced in any such
proceedings. The validity and enforceability of the remaining provisions or
portions of this Agreement shall not be affected thereby and shall remain valid
and enforceable to the fullest extent permitted under applicable laws.
9. AMENDMENTS. No supplement, modification or amendment of any term,
provision or condition of this Agreement shall be binding or enforceable unless
executed in writing by the parties hereto.
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10. APPLICABLE LAW. This Agreement and the performance hereunder and
all suits and special proceedings hereunder shall be construed in accordance the
substantive laws of the State of California.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first above written.
"Consultant" "Company"
ENTREPORT CORPORATION, a Florida
corporation
/S/ Xxxxxxx X. Xxxxxxxx By: Xxxxx X. X'Xxxxxxxxx
---------------------------------- -----------------------------------
Xxxxxxx X. Xxxxxxxx Xxxxx X. X'Xxxxxxxxx, Chairman
Address: 0000 Xxxxxx Xxxxx, Xxxxx 000
-------------------------- Xxxxxxxx, XX 00000
---------------------------------- Tel:(000) 000-0000 Fax:(000) 000-0000
Tel:------------------------------
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