Exhibit 8.1
CONSULTING AGREEMENT
This agreement is made and entered into as of June 30, 2003, by and between Park
City Group, Inc., a Nevada corporation ("PCG"), and Xx Xxxxxxx ("Consultant").
RECITAL
Consultant desires to perform, and PCG desires to have consultant perform
services as an independent contractor to PCG.
NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:
1. Services. From time to time during the Period of Consultancy (as defined in
Section 3 below), PCG may request Consultant to provide certain services to PCG.
It is expressly understood, however, that PCG has no obligation to request
Consultant to perform such services, and that if such a request is made by PCG,
consultant has no obligation to agree to perform such services. PCG's request
will specify the services to be performed and the specific results to be
achieved (the "Services") by use of the form attached hereto as Exhibit A (the
"Project Description"). Upon agreement between Consultant and PCG to the
Services and compensation terms of the Project Description, Consultant will
perform the services as specified therein.
2. Payment for Services. As compensation for the performance of the Services,
PCG will pay Consultant the consulting fee stated in the Project Description, up
to the maximum amount stated therein. Consultant shall not be required to incur
any expenses in performing the Services. PCG agrees to pay each such invoice no
later than five (5) days after its receipt.
3. Period of Consultancy. The "Period of Consultancy" shall commence on the date
hereof and shall, unless terminated pursuant to Section 13, terminate six (6)
months thereafter. Consultant agrees to perform the Services in a xxxxxxx-like
manner during the Period of Consultancy.
4. Relationship of Parties. It is understood and agreed that Consultant is an
independent contractor and that Consultant shall perform the services under the
general direction of PCG as to the result of such activity, but that Consultant
shall determine, in Consultant's sole discretion, the manner and means by which
the services are accomplished, subject to the express condition that consultant
shall at all times comply with applicable law. PCG expressly acknowledges that
it has no right or authority to control the manner or means by which the
Services are accomplished. It is also expressly understood that Consultant is
not an agent or an employee of and has no authority whatsoever to bind PCG by
contract or otherwise.
5. Obligations of Consultant Consultant shall indemnify PCG and hold it harmless
from and against all claims, damages, losses and expenses including reasonable
fees of attorneys and other professionals arising out of or related to any
negligent act or omission or willful conduct of Consultant and which are
attributable to (a) any bodily injury, sickness, disease or death, (b) any
injury or destruction to tangible or intangible property (including computer
programs and data) or any loss of use resulting therefrom, or (c) any violation
of any statute, ordinance, or regulation. However, notwithstanding the foregoing
consultant's obligations to indemnify and hold harmless PCG shall be limited as
follows: (a)consultant shall not be liable for a total amount in excess of the
Maximum Consulting Fee listed in the Project Description, and (b) consultant
shall not have any obligation to indemnify or hold harmless PCG to the extent
such claims, damages, losses or expenses result from negligent acts or omissions
of PCG or any of its employees, officers, agents or independent contractors
other than Consultant.
6. Pre-existing Obligations. Consultant represent and warrants that consultant
is not under any pre-existing obligation or obligations inconsistent with the
provisions of this Agreement.
7. Confidential Information Consultant acknowledges that Consultant may acquire
information and materials from PCG and knowledge about the business, products,
programming techniques, experimental work, customers, clients and suppliers of
PCG and that all such knowledge, information and materials acquired or
developed, and the terms and conditions of this Agreement, are and shall be the
trade secrets and confidential and proprietary information of PCG (collectively
"Confidential Information"). Confidential Information shall not include,
however, any information which is or becomes part of the public domain through
no fault of consultant. Consultant agrees to hold such Confidential Information
in strict confidence, not to disclose it to others or use it in any way,
commercially or otherwise, except in performing the Services, and not to allow
any unauthorized person access to it, either before or after termination of this
Agreement, without the prior written consent of PCG. Consultant further agrees
to take all action reasonably necessary to PCG to protect the confidentiality of
the Confidential Information including, without limitation, implementing and
enforcing operating procedures to minimize the possibility of unauthorized use
or copying of the Confidential Information.
8. Termination. Either party may terminate this Agreement in the event of a
breach by the other party of any of the covenants contained herein if such
breach continues uncured for a period of ten (10) days after written notice of
such breach.
9. Effect of Termination. Upon the expiration or termination of this Agreement
for any reason, each party shall be released from all obligations and
liabilities to the other occurring or arising after the date of such
termination, except that (i) expiration or any termination of this Agreement
shall not relieve Consultant of Consultant's obligations under Sections 5 and 7
thereof, (ii) expiration or any termination of this Agreement shall not relieve
Consultant of Consultant's obligations under Section 5 hereof for a period of
one hundred eighty (180) days following such expiration or termination, and
(iii) nor shall any such expiration or termination relieve Consultant or PCG
from any liability arising from any breach of this Agreement. Upon any such
expiration or termination, Consultant shall promptly notify PCG of all
confidential Information in Consultant's possession and, at the expense of
Consultant and in accordance with PCG's instructions, shall deliver or cause to
be delivered to PCG all such Confidential Information.
10. Assignment. The rights, obligations and duties of the parties hereto shall
bind and inure to the benefit of their respective successors, heirs, executors
and administrators, as the case may be; provided that either party hereto may
not assign its rights or delegate its duties under this Agreement either in
whole or in part without the prior written consent of the other. Any attempted
assignment or delegation without such consent shall be void.
11. Legal and Equitable Remedies. Because the Services are personal and unique
and because Consultant may have access to and become acquainted with the
Confidential Information of PCG, PCG shall have the right to enforce this
Agreement and any of its provisions by injunction specific performance or other
equitable relief without prejudice to any other rights and remedies that PCG may
have for a breach of this Agreement.
12. Force Majeure. Neither party hereto will be liable to the other for any
failure or delay in limitation, Acts of God, accident, death, injury or illness,
acts omissions and defaults of the third performance hereunder due to
circumstances beyond its reasonable control including, without parties and
official, governmental and judicial action not the fault of the party failing or
delaying in performance.
13. Attorney's Fees If any action at law or in equity is necessary to enforce
the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and expenses in addition to any other relief
to which such prevailing party be entitled.
14. Complete Understanding; Modification. This Agreement constitutes the full
and complete understanding and agreement of the parties hereto and supersedes
all prior understandings and agreements, whether written or oral, with respect
to the subject matter hereof. Any waiver, modification or amendment of any
provision of this Agreement shall be effective only if in writing and signed by
the parties hereto.
15. Notices. Any notices required or permitted hereunder shall be sent by
certified or registered mail to the address specified below or at such other
address as the party shall specify in writing. Such notice shall be effective
upon the mailing thereof as herein described.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date
first above written.
PARK CITY GROUP, Inc. CONSULTANT: XX XXXXXXX
/s/ Xxxxxxx X. Xxxxxx, /s/ Xx Xxxxxxx,
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President and CEO Consultant
EXHIBIT A
Project Description
This Project Description is issued under and subject to all of the
terms and conditions of the consulting Agreement dated as of the June 30, 2003
by and between Park City Group, Inc. ("PCG") and Xx Xxxxxxx ("Consultant").
1. Services to be performed and results to be achieved
Marketing of, and advice and counsel with respect to, marketing
software of PCG in the Florida area, said marketing to be approved by PCG.
2. Monthly Rate: 100,000 shares of PCG Stock
3. Consulting Fee: 600,000 shares of PCG common stock due and payable upon
execution in accordance with the terms of the Settlement Agreement to which this
Consulting Agreement is attached as an exhibit.
5. Start Date: August 1, 2003
6. Completion Date February 28, 2004
AGREED AS OF 6/30/2003
PARK CITY GROUP, Inc. CONSULTANT: XX XXXXXXX
/s/ Xxxxxxx X. Xxxxxx, /s/ Xx Xxxxxxx,
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President and CEO Consultant
