EXHIBIT 10.1
Consulting Agreement
Recitals
CONSULTING AGREEMENT entered into this 15th day of May, 2001, by and between
Prime Companies Inc., a Delaware Corporation (the "Company"), and Xxxxx Xxxxx
("Consultant").
WHEREAS, the Company desires to continue the consulting services of Consultant
in the areas of Corporate Image Advertising, Business Development, and Business
Strategy for the Company (the "Services") in connection the Company's business,
namely, a Telecommunications Company (the "Business");
WHEREAS, in consideration for the Services, the Company shall issue its common
stock that shall be registered S-8 stock upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Provision of Services
The Company acknowledges Consultant's provision of Services to date. Consultant
agrees to provide Services in the future upon request of the Company during the
period ending May 15th, 2002. Consultant shall be available to the Company for a
minimum of ten hours per month during the twelve (12) month period to provide
advice on all issues, but not limited to, the items stated below:
Strategic planning for the Company including assistance with the refinement of
the Company's business plan, advertising and public relations management to
enhance the Company's image, potential merger and acquisition candidates,
requirements necessary for listing on the NASDAQ exchange, growth and expansion
of Company's core business, and any other advice The Company may need regarding
their publicly traded status. Consultant would undertake such services under the
direction of Xxxxxxx Xxxx, Company CEO, or Xxxxxxx Xxxxxxx, Company CFO.
2. Issuance of Stock
In consideration of Services rendered to date and to be rendered during the
Term, the Company hereby issues to Consultant the Company's stock, in the manner
and for the price stated below, 675,000 shares of the Company's common stock,
such number of shares representing 2.5% of the Company's issued and outstanding
capital stock on the date hereof. The shares will be issued to the Consultant
once the Company has filed with the SEC a registration statement on Form S-8
covering such issuance, which the Company undertakes to do with reasonable
expediency.
Consultant acknowledges that this issuance constitutes taxable compensation and
that any tax liability related thereto shall be the responsibility of
Consultant. In these regards, the Company will issue Consultant a Form 1099,
with the value of the shares being determined based upon the closing price of
the Company's stock on the date of issuance.
3. Property
All work performed by Consultant pursuant to this Agreement in connection with
the Services or otherwise, including, without limitation, business and strategic
plans and proposals, and however rendered, electronic or otherwise, and whether
or not patentable or copyrightable (the "Products"), shall be deemed
works-made-for-hire under United States copyright law and shall be the property
of the Company. Consultant further agrees to and does hereby assign, transfer,
and convey to the Company all of Consultant's right, title and interest in and
to the Products, and in connection therewith, to execute and deliver such
documents and take other steps, in order to enable the Company, in its sole
discretion, to obtain grants of patent and registration of copyright and
trademark, both domestic and foreign, in connection with the Products.
4. Confidential Information
The Company has developed and is the owner of highly valuable and unique
confidential and proprietary technical information related to the Business, as
well as business and financial information related thereto (the "Confidential
Information"). Notwithstanding the foregoing, "Confidential Information" shall
not include and the provisions of this Agreement will not apply to any
information disclosed by the Company and/or Consultant (1) if such information
is demonstrated to be generally available to the public at the time of its
disclosure to Consultant; (2) alter the time, if any, that such information
becomes generally available to the public without any breach by Consultant; (3)
was already in Consultant's possession at the tine of disclosure to Consultant;
(whether such time of disclosure is before or after the date hereof); (4) is
developed by Consultant independently of the Services; or (5) was lawfully
received by Consultant from a third party without restrictions on disclosure or
use.
Using no less effort than the Consultant would use to maintain the
confidentiality of his own confidential and proprietary information, the
Consultant shall maintain in strict confidence and shall not disclose at any
time, without the prior written consent of the Company, any of the Confidential
Information to any other person or entity, unless such information has entered
the public domain through lawful means, without violation of this Agreement, or
pursuant to requirements of law or court order.
5. Severability
In the event that any one or more provisions herein shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof.
6. Independent Contractor
Consultant acknowledges and agrees that he is rendering the Services as an
independent contractor and not an employee of the Company and, accordingly, the
Company shall have no obligations to Consultant in connection with payroll
taxes, employee benefits and the like.
7. No Assignment
Consultant's obligations hereto with respect to provision of Services shall not
be assignable to any other person without the express written consent of the
Company.
8 Miscellaneous
This Agreement (1) constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and shall supersede all prior
understandings and agreements as to such subject matter; (ii) may be amended or
modified only by a writing executed by the party against whom enforcement is
sought; (iii) shall inure to the benefit of and be binding upon the respective
heirs, administrators, personal representatives. successors and assigns of the
parties hereto; and (iv) shall be governed by and construed in accordance with
the laws of California.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
as of the date and year first above written.
CONSULTANT
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
COMPANY
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, Pres. & CEO
