CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made and entered into
as of Sept 1, 1999, 1999, by and between NetSol International, Inc., a Nevada
corporation (hereinafter referred to as the "Company") and Xxxxx Xxxxxxx, an
individual (hereinafter referred to as the "Consultant") (collectively, the
"Parties").
RECITALS
WHEREAS, Consultant has certain management consulting experience
pertaining to corporate structure, marketing, strategic alliances, and other
matters relating to the management and growth of companies; and
WHEREAS, the Company wishes to engage the services of the Consultant to
assist the Company in managing its business operations and growth.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the Parties hereto hereby agree as follows:
1. CONSULTING SERVICES
Attached hereto as Exhibit A and incorporated herein by this reference
is a description of the services to be provided by the Consultant hereunder (the
"Consulting Services"). Consultant hereby agrees to utilize its best efforts in
performing the Consulting Services, however, Consultant makes no warranties,
representations, or guarantees regarding any corporate strategies attempted by
the Company or the eventual effectiveness of the Consulting Services.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect commencing upon the
date hereof. This Agreement has a term of three years beginning on the date
hereof. This Agreement shall be renewed automatically for succeeding terms of
one year each unless either party gives notice to the other at least 30 days
prior to the expiration of any term of their intention not to renew this
Agreement. Either party hereto shall have the right to terminate this
Agreement without notice in the event of the death, bankruptcy, insolvency,
or assignment for the benefit of creditors of the other party. Consultant
shall have the right to terminate this Agreement if Company fails to comply
with the terms of this Agreement, including without limitation its
responsibilities for fees as set forth in this Agreement, and such failure
continues unremedied for a period of 30 days after written notice to the
Company by Consultant. The Company shall have the right to terminate this
Agreement upon delivery to Consultant of notice setting forth with
specificity facts comprising a material breach of this Agreement by
Consultant. Consultant shall have 30 days to remedy such breach.
3. TIME DEVOTED BY CONSULTANT
It is anticipated that the Consultant shall spend as much time as
deemed necessary by the Consultant in order to perform the obligations of
Consultant hereunder. The Company understands that this amount of time may vary
and that the Consultant may perform Consulting Services for other companies.
4. PLACE WHERE SERVICES WILL BE PERFORMED
The Consultant will perform most services in accordance with this
Agreement at Consultant's offices. In addition, the Consultant will perform
services on the telephone and at such other place(s) as necessary to perform
these services in accordance with this Agreement.
5. COMPENSATION TO CONSULTANT
The Consultant's compensation for the Consulting Services shall be as
set forth in Exhibit B attached hereto and incorporated herein by this
reference.
6. INDEPENDENT CONTRACTOR
Both Company and the Consultant agree that the Consultant will act as
an independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Consultant,
or any employee, agent or other authorized representative of Consultant, is a
partner, joint venturer, agent, officer or employee of Company.
7. CONFIDENTIAL INFORMATION
The Consultant and the Company acknowledge that each will have access
to proprietary information regarding the business operations of the other and
agree to keep all such information secret and confidential and not to use or
disclose any such information to any individual or organization without the
non-disclosing Parties prior written consent. It is hereby agreed that from time
to time Consultant and the Company may designate certain disclosed information
as confidential for purposes of this Agreement.
8. INDEMNIFICATION
The Company hereby agrees to indemnify and hold Consultant harmless
from any and all liabilities incurred by Consultant under the Securities Act of
1933, as amended (the "Act"), the various state securities acts, or otherwise,
insofar as such liabilities arise out of or are based upon (i) any material
misstatement or omission contained in any offering documents provided by the
Company (ii) any actions by the Company, direct or indirect, in connection with
any offering by the Company, in violation of any applicable federal or state
securities laws or regulations, or (iii) a breach of this Agreement by the
Company. Furthermore, the Company agrees to reimburse Consultant for any legal
or other expenses incurred by Consultant in connection with investigating or
defending any action, proceeding, investigation, or claim in connection
herewith. The indemnity obligations of the
Company under this paragraph shall extend to the shareholders, directors,
officers, employees, agents, and control persons of Consultant.
Consultant hereby agrees to indemnify and hold the Company harmless
from any and all liabilities incurred by the Company under the Act, the
various state securities acts, or otherwise, insofar as such liabilities
arise out of or are based upon (i) any actions by Consultant, its officers,
employees, agents, or control persons, direct or indirect, in connection with
any offering by the Company, in violation of any applicable federal or state
securities laws or regulations, or (ii) any breach of this Agreement by
Consultant.
The indemnity obligations of the Parties under this paragraph 8 shall
be binding upon and inure to the benefit of any successors, assigns, heirs, and
personal representatives of the Company, the Consultant, and any other such
persons or entities mentioned hereinabove.
9. COVENANTS OF CONSULTANT
Consultant covenants and agrees with the Company that, in performing
Consulting Services under this Agreement, Consultant will:
(a) Comply with all federal and state securities and corporate
laws;
(b) Not make any representations other than those authorized by
the Company; and
(c) Not publish, circulate or otherwise use any solicitation
materials, investor mailings, or updates other than materials provided by or
otherwise approved by the Company.
10. COVENANT NOT TO COMPETE
The Company anticipates conducting operations worldwide. In the event
there is a sale of shares by any party hereto and such shareholder elects to no
longer by actively involved in the operations of the Company, Consultant agrees
as follows:
(a) He shall not, either directly or indirectly, compete with the
Company as an owner, manager, operator, employee, salesman, agent, consultant,
shareholder, or other participant, with the operations of the Company existing
at the time of such sale, for a five (5) year period of time following the date
of such sale (subject to any limitations set forth herein), anywhere in the
United States.
(b) The covenant not to compete contained in this section 10 is
intended as a separate covenant with respect to each territory, or part thereof,
set forth above. If any one of the covenants is declared invalid for any reason,
this ruling shall not affect the validity of the remainder of the covenants. The
other covenants in the noncompetition provision shall remain in effect as if the
provision had been executed without the invalid covenants. The Parties hereby
declare that they intend that the remaining covenants of the provision continue
to be effective without any covenants that have been declared invalid.
(c) The covenant not to compete contained in this section 10 shall be
binding upon and inure to the benefit of any successor or assigns of the
Parties, and such successor or assign shall be deemed substituted for the
Parties under the terms of this Agreement. As used in this Agreement, the term
successor or assign shall be as a matter of illustration and not of limitation,
include any person, form, corporation or other business entity which, at any
time, whether by merger, purchase or otherwise, acquires all or substantially
all of the assets or business of the Company or substantially all of the shares
of any shareholder.
11. MISCELLANEOUS
(A) Any controversy arising out of or relating to this Agreement or
any modification or extension thereof, including any claim for damages and/or
rescission shall be settled by arbitration in Orange County, California in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association before a panel of three arbitrators. The arbitrators sitting in any
such controversy shall have no power to alter or modify any express provisions
of this Agreement or to render any award which by its terms effects any such
alteration, or modification subject to 11(G). This Section 11 shall survive the
termination of this Agreement.
(B) If either party to this Agreement brings an action on this
Agreement, the prevailing party shall be entitled to reasonable expenses
therefore, including, but not limited to, attorneys' fees and expenses and court
costs.
(C) This Agreement shall inure to the benefit of the Parties hereto,
their administrators and successors in interest. This Agreement shall not be
assignable by either party hereto without the prior written consent of the
other.
(D) This Agreement contains the entire understanding of the Parties
and supersedes all prior agreements between them.
(E) This Agreement shall be constructed and interpreted in accordance
with and the governed by the laws of the State of California.
(F) No supplement, modification or amendment of this Agreement shall
be binding unless executed in writing by the Parties. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.
(G) If any provision hereof is held to be illegal, invalid or
unenforceable under present or future laws effective during the term hereof,
such provision shall be fully severable. This Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof, and the remaining provisions hereof shall remain in
full force and effect and shall no be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom.
IN WITNESS WHEREOF, the Parties hereto have placed their signatures
hereon on the day and year first above written.
NetSol International, Inc., Xxxxx Xxxxxxx
a Nevada corporation
/s/ Najeeb Gihauri /s/ Xxxxx Xxxxxxx
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BY: Najeeb Gihauri, President
EXHIBIT A
DESCRIPTION OF CONSULTING SERVICES
Consultant shall perform the following services pursuant to the terms of this
Agreement:
(1) General management consulting services, including but not limited to:
(a) advising on marketing;
(b) developing investor relations; and
(c) developing strategic alliances.
(2) Consulting on matters of the board of directors of the Company,
including but not limited to:
(a) assisting the board of directors in developing policies and
procedures; and
(c) assisting the board of directors of the Company in mergers,
acquisitions, and other business combinations.
The above services will be further defined and deleted by the Company's
board of directors from time to time as necessary.
(1) Monthly Retainer $4,000 --
