CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is effective this 4th day
of April, 2001, by and between XXXX XXXXXXX INCORPORATED, a Utah corporation,
(the "Corporation") and Xxxx van der Xxxxx and Xxxx van der Xxxxx
("Consultants").
RECITALS:
WHEREAS, the Corporation purchased substantially all of the assets of
Surrey, Inc. under an agreement for Purchase and Sale of Assets dated April 4th,
2001; and
WHEREAS, the Corporation wishes to enter into this Agreement in order
to obtain assistance, advice, and consultation from Consultants with respect to
product development for the Corporation, as well as matters involving the future
growth of the Corporation.
AGREEMENT
NOW, THEREFORE, for and in consideration of the promises of Consultants
and the Corporation contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Corporation
and Consultants, the parties hereto hereby agree as follows:
1. Defined Terms. As used in This Agreement, the following terms have
the respective meanings set forth below:
a. "Agreement" has the meaning set forth in the introductory
paragraph.
b. "Consultants" has the meaning set forth above.
c. "Consultant Indemnified Parties" has the meaning set forth in
Section 6.
d. "Consulting Services" has the meaning set forth in Section 2.
e. The "Corporation" has the meaning set forth in the Recitals.
f. "Person" means any individual, partnership, corporation, limited
liability company, trust, unincorporated organization, or other
legal entity, or any government or agency or political subdivision
thereof.
2. Consulting Services. The Consultants shall render assistance,
advice, and consultation to the Corporation, upon request by the Corporation,
relative to its product development and future growth of the Corporation (the
"Consulting Services").
3. Term. This Agreement shall terminate on April 1st, 2016, unless
extended for additional periods by an instrument in writing. It shall also
terminate on the death of both of the Consultants.
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4. Compensation.
(a) In consideration of Consultants' agreement to provide the
Consulting Services, the Corporation shall pay the Consultants the aggregate sum
of Ten Thousand Dollars ($10,000.00) per month for services rendered, commencing
April 30, 2001, and continuing accordingly therewith.
(b) The compensation shall be payable whether or not the
Corporation utilizes the services of the Consultants.
5. Benefits. The Corporation shall provide each Consultant medical
insurance coverage (PPO or better) throughout the term of this agreement and the
use of one (1) company car. A new company car shall be provided every third year
and the company car shall be equivalent to a Chevrolet Suburban.
6. Authority of Consultants. The Corporation and Consultants agree that
Consultants do not currently, and will not under the terms of this Agreement,
have control or direction over the Corporation or its actions or policies. The
Corporation and Consultants further agree that Consultants are not currently,
and under this Agreement will not be, agents of the Corporation.
7. Indemnification. From and after the date of the Agreement, the
Corporation agrees to indemnify, defend and hold harmless Consultants, their
respective employees, agents, consultants, representatives, successors,
transferees and assigns (collectively, the "Consultant Indemnified Parties")
from, against and in respect of any and all judgments, claims, causes of action,
demands, losses, fines, penalties, costs, expenses, liabilities, and damages
(whether actual, consequential, or punitive), including all related interest,
penalties, reasonable attorneys' fees, disbursements and costs of
investigations, deficiencies, levies, duties arising directly or indirectly out
of the Corporations' breach of this Agreement, the operation of its business, or
the Corporation's acquisition and use of Surrey, Inc's assets.
8. Successors and Assigns. The Corporation and the Consultants may not
assign any rights or delegate any duties under this Agreement to any person
without the prior written consent of the other party. Except as expressly set
forth in this Section, this Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties.
9. Amendment. This Agreement may be amended only with the written
consent of the Corporation and Consultants.
10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND
TO BE PERFORMED IN TEXAS.
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11. Severability. If any provision in this Agreement is rendered or
declared illegal, invalid, or unenforceable by reason of any rule of law, public
policy, or final judicial decision, all other terms and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby are not
affected in any manner adverse to the Corporation or Consultants. Upon such
determination that any term or other provision is invalid, illegal, or incapable
of being enforced, the Corporation and Consultants shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties
hereto as closely as possible to the end that the transactions contemplated
hereby are fulfilled to the fullest extent possible.
12. Location . All obligations under this agreement are and shall be
performable in the county of Employees residence.
13. Entire Agreement and Modification. There are no oral agreements
between the parties. This Agreement constitutes the entire agreement between the
parties relating to the subject matter hereof and thereof and all prior
agreements relative thereto which are not contained herein are terminated. This
Agreement may be amended, revised, waived, discharged, released or terminated
only by a written instrument or instruments executed by the party against which
enforcement of the amendment, revision, waiver, discharge, release or
termination is asserted. Any alleged amendment, revision, waiver, discharge,
release or termination, which is not so documented, shall not be effective as to
any party.
EXECUTED this 4th day of April, 2001.
XXXX XXXXXXX INCORPORATED,
a Utah corporation
By
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Xxxxx Xxxxxx, President
--------------------------------
Xxxx van der Xxxxx
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Xxxx van der Xxxxx
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