Exhibit 10.37
CONSULTING AGREEMENT
This Consulting Agreement (the "AGREEMENT") is made and entered into this 15th
day of August 2001 by and between Whitcrest Limited (the "CONSULTANT") and
JUNUM, INC. (JUNM) the ("CLIENT").
WHEREAS:
The Consultant is willing and capable of providing various consulting and
product exposure services for and on behalf of the Client in connection with the
Client's Interactions potential users of Client's services and products.
The Client desires to retain the Consultant as an independent consultant and the
Consultant desires to be retained in that capacity upon the terms and conditions
hereinafter set forth.
The Client accepts the responsibility to deliver all compensation to the
Consultant in a timely manner specified in the terms of the agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. CONSULTING SERVICES. The Client hereby retains the Consultant as an
independent consultant to the Client and the Consultant hereby accepts and
agrees to such retention. The Consultant shall render to the Client such
services of an advisory or consultative nature in order to consult with its
contacts and relationships so that the company can seek additional members. It
is the intention of the parties that the Consultant will gather available
information relating to the Client and confer with officers and directors of the
Client in an effort to consolidate the information obtained into summary form
for the dissemination to interested parties. The Consultant will solicit the
Client's credit card business and will pursue potential new members for the
Client.
1. THE FOLLOWING ARE THE SERVICES THAT WILL BE RENDERED BY THE CONSULTANT.
Consultant will assist the Client in the development of a membership friendly
website.
Consultant will begin speaking about JUNM's credit card membership and
disseminate information to potential member groups and users.
Consultant will speak to New and Existing E-Partners regarding JUNM. In addition
Consultant will speak to new and existing users and members about the merits of
JUNM.
2. TIMES, PLACE AND MANNER OF PERFORMANCE. The Consultant shall be available for
advice and COUNSEL TO the officers and directors of the Client at such
reasonable and convenient times and places as may be mutually agreed upon,
Except as aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time to be allocated by the Consultant to any
specific service, shall be determined in the sole discretion of
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otherwise represent or bind Client. For purposes of this Agreement, Consultant
is an independent contractor. All final decisions with respect to acts of Client
or its affiliates, whether or not made pursuant to or in reliance on information
or advice furnished by the Consultant hereunder, shall be these of Client or
such affiliates and Consultant shall under no circumstances be liable for any
expenses incurred or loss suffered by Client as a consequence of such action or
decisions.
7. CLIENT ASSISTANCE. Client agrees to provide Consultant with such secretarial,
clerical and bookkeeping assistance as Consultant may reasonably request and
shall otherwise cooperate with the Consultant's personnel in their rendering of
services hereunder.
8. CONFLICT OF INTEREST. The Consultant shall be free to perform services for
other persons. The Consultant will notify the Company if its performance of
consulting services for any other person could conflict with its obligations
under this Agreement. Upon receiving such notice, the Client may terminate this
Agreement or consent to the Consultant's outside consulting activities; failure
to terminate this agreement shall constitute the Client's on going consent to
the Consultant's outside consulting activities.
9. NOTICES. Any notices required or permitted to be given under this Agreement
shall be sufficient if in writing and delivered or sent registered or certified
mail to the principal office of each party.
10. WAIVER OF BREACH. Any waiver by the Consultant of a breach of any provision
of this agreement by the Client shall not operate or be construed as a waiver of
any subsequent breach by the Client.
11. APPLICABLE LAW. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of California and that any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this Agreement, the laws of the Country of the United States applicable and
shall govern to the exclusion of law of any other forum, without regard to the
jurisdiction in which any action or special proceeding may be instituted.
12. SEVERABILITY. All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent court,
this Agreement shall be interpreted as if such invalid agreements or covenants
were not contained herein.
13. ENTIRE AGREEMENT. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all prior
understandings, agreements and negotiations between the parties.
14. WAIVERS AND MODIFICATIONS. Any waiver, alteration or modification of any of
the provisions of this Agreement shall be made in writing and signed by the
parties hereto. Each party hereto, from time to time, may waive any of its
rights hereunder without affecting a waiver with respect to any subsequent
occurrences or transactions hereof.
15. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed as original but both of which taken together shall constitute
but one and the same document.
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16. TERMINATION OF AGREEMENT BY CLIENT. Despite anything to the contrary
contained in the Agreement, Client may terminate this Agreement within a 10 day
written notice period.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the day and year first above written.
CONSULTANT: CLIENT:
/s/ Xxxxx Xxxx /s/ Xxxxx X. Xxxxxxx
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Xxxxx Xxxx Xxxxx X. Xxxxxxx
Whitcrest Limited C.E.O.
Junum, Inc.
