EXHIBIT 99.1
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is entered into as of this
15th day of August, 2001, by and between SportsNuts, Inc., a Delaware
corporation (the "Company"), and Xxx Xxxx, an individual residing in the state
of Utah ("Consultant"), collectively referred to hereinafter as the "Parties" or
individually as a "Party."
WHEREAS, the Company is engaged in the business of providing technology
and marketing services to sports events and organizations; and
WHEREAS, the Company seeks to utilize the services of Consultant to
assist the Company in disseminating information concerning the Company's
business to the public (hereafter, the "Services").
NOW, THEREFORE, In consideration of the foregoing premises and the
mutual covenants contained herein, the Parties hereto agree as follows:
1. Services. During the term of this Agreement, Consultant agrees to
provide the Services requested by the Company on a continuous basis and in
accordance with accepted industry practices and guidelines and all applicable
federal, state and local laws, rules and regulations.
2. Term. This Agreement will become effective on the date stated above, and
will continue in effect for ninety (90) days unless terminated by either Party
as provided herein.
3. Compensation. The Company shall pay, and Consultant hereby accepts as
full compensationfor Services rendered hereunder, One Million (1,000,000) shares
of the Company's Common Stock, payable as follows: (i) 200,000 shares payable
upon the execution of this Agreement, and (ii) the remainder payable to
Consultant at such times and in such a manner according to the Company's
reasonable satisfaction of the Services so provided.
4. Registration. As soon as practicable, the Company agrees to file a
Registration Statement with the Securities and Exchange Commission on Form S-8
with respect to the shares of Common Stock and Warrants issued to Consultant
pursuant to this Agreement.
5. Confidential Information. Consultant acknowledges that during the term
of this Agreement, Consultant will develop, discover, have access to, and become
acquainted with technical, financial, marketing, personnel, and other
information relating to the present or contemplated products or the conduct of
business of the Company which is of a confidential and proprietary nature
("Confidential Information"). Consultant agrees that all files, records,
documents, and the like relating to such Confidential Information, whether
prepared by him or otherwise coming into his possession, shall remain the
exclusive property of the Company, and Consultant hereby agrees to promptly
disclose such Confidential Information to the Company upon request and hereby
assigns to the Company any rights which Consultant may acquire in any
Confidential Information. Consultant further agrees not to disclose or use any
Confidential Information and to use his best efforts to prevent the disclosure
or use of any Confidential Information either during the term of this Agreement
or at any time thereafter, except as may be
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necessary in the ordinary course of performing their duties under this
Agreement. Upon termination of this Agreement for any reason, Consultant shall
promptly deliver to the Company all materials, documents, data, equipment, and
other physical property of any nature containing or pertaining to any
Confidential Information.
6. Indemnification. The Company shall indemnify and hold Consultant
harmless from and against all liabilities, obligations, damages, claims, costs
and expenses (including attorneys' fees) for which Consultant shall be held
responsible as a result of either the failure of the Company to perform in
accordance with its obligations under this Agreement or the negligence of the
Company, its employees, agents, servants and subcontractors or any of them. In
case any action or proceeding is brought against Consultant by reason of any
such claim, the Company, upon written notice from Consultant, shall, at the
Company's expense, resist or defend such action or proceeding by counsel
approved in writing by Consultant which approval shall not be unreasonably
withheld. Consultant shall indemnify and hold the Company harmless from and
against all liabilities, obligations, damages, claims, costs and expenses
(including attorneys' fees) for which the Company shall be held responsible as a
result of either the failure of Consultant to perform in accordance with its
obligations under this Agreement or the negligence of Consultant, its employees,
agents, servants and subcontractors or any of them. In case any action or
proceeding is brought against the Company by reason of any such claim,
Consultant, upon written notice from the Company, shall, at their expense,
resist or defend such action or proceeding by counsel approved in writing by the
Company which approval shall not be unreasonably withheld.
7. Assignment. This Agreement is for the unique personal services of
Consultant and is not assignable or delegable in whole or in part by either
Consultant without the consent of an authorized representative of the Company.
This Agreement may be assigned or delegated in whole or in part by the Company
and, in such case, the terms of this Agreement shall inure to the benefit of, be
assumed by, and be binding upon the entity to which this Agreement is assigned.
8. Waiver or Modification. Any waiver, modification, or amendment of any
provision of this Agreement shall be effective only if in writing in a document
that specifically refers to this Agreement and such document is signed by the
Parties hereto.
9. Independent Contractor. The Parties agree that Consultant is an
independent contractor with respect to the Company and that no employment
relationship exists between the Parties hereto. Consultant shall use his own
professional discretion in performing the Services called for hereunder. As an
independent contractor, Consultant shall have no power to act for, bind, or
otherwise create or assume any obligation on behalf of the Company, for any
purpose whatsoever.
10. Entire Agreement. This Agreement constitutes the full and complete
understanding and agreement of the Parties hereto with respect to the subject
matter covered herein and supersedes all prior oral or written understandings
and agreements with respect thereto.
11. Severability. If any provision of this Agreement is found to be
unenforceable by a court of competent jurisdiction, the remaining provisions
shall nevertheless remain in full force and effect.
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12. Notices. Any notice required hereunder to be given by either Party
shall be in writing and shall be delivered personally or sent by certified or
registered mail, postage prepaid, or by private courier, with written
verification of delivery, or by facsimile transmission to the other Party to the
address or telephone number set forth below or to such other address or
telephone number as either Party may designate from time to time according to
this provision. A notice delivered personally shall be effective upon receipt. A
notice sent by facsimile transmission shall be effective twenty-four hours after
the dispatch thereof. A notice delivered by mail or by private courier shall be
effective on the third day after the day of mailing.
(a) To Consultant at: -------------------------------------
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(b) To the Company at: 10421 South 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
13. Governing Law; Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Utah without regard to the conflict
of laws. The Parties further agree that proper venue and jurisdiction for any
dispute under this agreement shall be the courts in the State of Utah.
IN WITNESS WHEREOF, Consultant has signed this Agreement personally and
the Company has caused this Agreement to be executed by its duly authorized
representative.
SPORTSNUTS, INC. CONSULTANT
/s/ Xxxxxxx X. Xxxxx /s/ Xxx Xxxx
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Xxxxxxx X. Xxxxx Xxx Xxxx
President
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