CONSULTING AGREEMENT
This
Consulting Agreement (this “Agreement”) is made this day of February 21, 2007,
by and between World Am, Inc., a publicly traded Nevada corporation having
an
address for the purposes of this Agreement of 0000 XxxXxxxxx Xxxx. Xxxxx 000,
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (“World Am”), and RAH Consulting, Group Inc., a
business consulting firm, having an address of 0000 Xxxx Xxxxxxx Xxxxx, Xxxxxxx
Xxxxx, XX 00000 (“RAH”).
Whereas:
RAH
provides Chairman of the Board and Chief Executive Officer services (“Services”)
for publicly traded technology companies and desires to offer such Services
to
World Am;
And,
World Am desires to retain RAH to provide such Services.
Therefore,
the parties agree as follows:
1.
ENGAGEMENT. World
Am
hereby engages and retains RAH, for the period from January 1, 2007 through
December 31, 2007, to serve as World Am’s Chairman of the Board and Chief
Executive Officer. RAH shall perform all duties and responsibilities normally
attributed to the Chairman of the Board and Chief Executive Officer positions
of
a publicly traded company. RAH accepts such engagement and agrees to render
the
Services in accordance with the terms and conditions set forth in this
Agreement.
2.
PERFORMANCE OF SERVICES. The
manner and means by which the Services are to be performed and the specific
hours to be worked shall be determined by RAH, but RAH agrees to furnish the
Services to World Am in a professional manner. World Am shall rely on RAH to
assign as many hours as may be reasonably necessary to fulfil RAH’s obligations
under this Agreement. In performing the Services, RAH shall serve under and
report directly to the World Am Board of Directors.
3.
COMPENSATION.
In
consideration of Services rendered, World Am shall pay RAH a fee of $8,000
per
month, in cash or stock, at World Am’s discretion. RAH shall also be eligible to
participate in World Am’s Directors, Officers, and Employees Stock Option Plan,
when and if implemented.
4.
EXPENSE REIMBURSEMENT.
World Am
shall reimburse RAH for all reasonable business expenses incurred while
performing Services. In addition, healthcare insurance premiums for RAH’s
appointed consultant shall be paid by World Am.
5.
TERM/TERMINATION. This
Agreement shall remain in effect until terminated by either party as of the
date
set forth in a written notice to the other party delivered in accordance with
the notice provisions of this Agreement at least 30 days prior to such date.
In
the event of the termination of this Agreement, any accrued but unpaid fees
set
forth in Section 3 of this Agreement shall be paid within ten days of the
effective date of such termination.
6.
RELATIONSHIP OF PARTIES. It
is
understood by the parties that RAH’s appointed consultant is an independent
contractor with respect to World Am, and not an employee of World Am.
7.
DISCLOSURE.
RAH
shall promptly disclose to World Am any outside activities, interests or
investments, including ownership or participation in the development of prior
inventions, that conflict or may conflict with the best interests of World
Am.
8.
INDEMNIFICATION.
World Am
agrees to indemnify and hold RAH harmless from all claims, losses, expenses,
fees (including attorney fees), costs, and judgments that may be asserted
against World Am in connection with, or as a result of, the acts or omissions
of
RAH and its appointed consultant, or any of its agents.
9.
ASSIGNMENT.
RAH’s
obligations under this Agreement may not be assigned or transferred to any
other
person, firm, or corporation without the prior written consent of World
Am.
10.
CONFIDENTIALITY.
(a) Proprietary
Information.
RAH
acknowledges that World Am owns and will own, and has developed and will
develop, proprietary information concerning its business, its products and
its
customers and clients that derives value by not being generally known to the
public or World Am’s competitors. Such information (which is referred to herein
as “Proprietary Information”) includes, among other things, technical
information, algorithms, techniques, product plans, product ideas, inventions,
improvements, trade secrets, know-how and other intellectual property as well
as
customer lists, financial information, marketing plans, systems, manuals,
training materials, forecasts, and business strategies. RAH shall, at all times,
both during the work at World Am and thereafter, keep all Proprietary
Information in confidence and trust and shall not use any Proprietary
Information or anything relating to it without the written consent of World
Am,
except as may be necessary in the ordinary course of performing duties for
World
Am.
(b) Company
Property.
RAH
recognizes that all Proprietary Information, however stored or memorialized,
including those documents and items which RAH may have developed or contributed
to developing in providing the Services, and all keys, access codes, marketing
materials, samples, recordings, notes, tools, documents, records, apparatus
and
other equipment or property which World Am provides to or makes available to
RAH
employees or agents, are the sole property of World Am. RAH shall use such
property solely for the benefit of World Am and for no other purpose. Upon
the
termination of RAH’s engagement with World Am, RAH shall (i) refrain from taking
any such property from World Am’s premises, (ii) immediately return to World Am
any such property which may be in RAH’s possession or control (including any and
all copies thereof) and (iii) certify in writing that RAH has complied with
this
Section 12(b).
(c) Third
Party Information.
RAH
recognizes that World Am has received and in the future will receive
confidential or proprietary information from third parties subject to a duty
on
World Am’s part to maintain the confidentiality of such information and to use
it only for certain limited purposes. RAH agrees to, and agrees to cause its
employees and agents, if any, to, hold all such confidential or proprietary
information in the strictest confidence and not to disclose it to any person,
firm or corporation or to use it except as necessary in carrying out duties
for
World Am consistent with World Am’s agreement with such third
party.
(d)
Limitation.
The
obligations of RAH to keep Proprietary Information confidential shall not apply
to information which (a) becomes publicly known through no breach of this
Agreement by RAH; (b) was rightfully in RAH’s possession prior to
disclosure by the disclosing party and is not used in connection with providing
the Services; or (c) is or was developed independently by RAH without the
use of or reference to any Proprietary Information and without violation of
any
confidentiality restriction and is not used in connection with providing the
Services.
11.
NONCOMPETITION.
RAH
agrees that, during the term of this Agreement, RAH shall not, without the
prior
written consent of World Am, directly or indirectly compete with, or own or
acquire an equity interest in, or participate in the ownership or management
of,
any business that competes or intends to compete with, World Am in the
development, production, marketing or servicing of any service or product (i)
with which RAH is involved during the course of his relationship with World
Am,
or (ii) wh1ch World Am is developing, producing, marketing or servicing or
plans
to develop, produce, market or service and of which RAH gains any knowledge
during the course of his relationship with World Am; provided that the foregoing
prohibition shall not include ownership by RAH (either directly or indirectly
through ownership of an interest in a mutual fund or similar investment vehicle)
of less than two percent (2%) of the outstanding stock of a publicly traded
corporation.
12.
NONSOLICITATION.
(a) No
Soliciting of Employees.
RAH
agrees that during the term of this Agreement and for a period of 12 months
immediately following the termination of RAH’s relationship with World Am for
any reason, RAH shall not directly or indirectly solicit, induce, recruit or
encourage any of World Am’s employees, consultants, contractors, agents or
representatives to leave their employment or engagement with World Am, or
attempt to solicit, induce, recruit, encourage or take away employees,
consultants, contractors, agents or representatives of World Am, either for
RAH
or for any other person or entity.
(b) No
Soliciting of Customers.
RAH
agrees that during the term of this Agreement and for a period of 12 months
immediately following the termination of RAH’s engagement with World Am for any
reason, RAH shall not call on, solicit or service any customer, supplier,
licensee, licensor, consultant, or other trade related business relation of
World Am in order to induce or attempt to induce such person or entity to cease
doing business with World Am, or in any way interfere with the relationship
between any such customer, supplier, licensee, licensor, consultant or other
trade related business relation and World Am (including, without limitation,
making any disparaging statements or communications about World
Am).
13.
OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS.
RAH
acknowledges that all Services rendered by RAH and all rights in the results
and
proceeds of such Services, including, without limitation, all copyrights,
trademarks and any other intellectual property rights, shall be the sole and
separate property of World Am.
14.
ENFORCEABILITY.
The
parties agree that irreparable damage would occur in the event that any of
the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches
of
this Agreement and to enforce specifically the terms and provisions of this
Agreement in any court of the United States located in the State of California
or in a California state court, this being in addition to any other remedy
to
which they are entitled at law or in equity.
15.
NOTICES. All
notices required or permitted under this Agreement shall be in writing and
shall
be deemed delivered when delivered in person or deposited in the United States
mail, postage prepaid, addressed to applicable party at the address set forth
for it in the first paragraph of this Agreement or at such other address as
such
party may designate by providing written notice in the manner set forth
above.
16.
ENTIRE AGREEMENT. This
Agreement contains the entire agreement of the parties with respect to the
matters contemplated hereby and there are no other promises or conditions in
any
other agreement whether oral or written with respect to such matters. This
Agreement supersedes any prior written or oral agreements between the parties
with respect to such matters.
17.
AMENDMENT. This
Agreement may be modified or amended only if the amendment is made in writing
and is signed by both parties.
18.
SEVERABILITY. If
any
provision of this Agreement shall be held to be invalid or unenforceable for
any
reason, the remaining provisions shall continue to be valid and enforceable.
If
a court finds that any provision of this Agreement is invalid or unenforceable,
but that by limiting such provision it would become valid and enforceable,
then
such provision shall be deemed to be written, construed, and enforced as so
limited.
19.
APPLICABLE LAW. This
Agreement shall be governed by the laws of the State of California, without
regard to the choice of law provisions thereof.
20. ARBITRATION.
Except
to
the extent that a party is entitled to seek injunctive or other equitable
relief, any controversy or claim arising out of or relating to this Agreement
shall be settled by binding arbitration before a single arbitrator in accordance
with the then-existing rules for commercial arbitration of the American
Arbitration Association, and judgment upon any award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. Any arbitration shall
be held in Orange County, California. The costs of such arbitration and the
attorneys’ fees and other experts’ fees and related costs of all parties shall
be borne by the party against whom the arbitrator rules.
IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first written above.
| World Am, Inc. | RAH Consulting Group, Inc. | ||
| By: /s/ Xxxxx X. Xxxxxxx | By: /s/ Xxxxxx X. Xxxxx | ||
|
Xxxxx X. Xxxxxxx |
Xxxxxx X. Xxxxx, CEO |
||
|
World
Am Inc. Director
|
| By: /s/ Xxxxx X. Xxxxxx | |||
|
Xxxxx X. Xxxxxx |
|||
|
World
Am Inc., Director
|
