EXHIBIT 10.35 CONSULTING AGREEMENT WITH XXXXXXX XXX XXXXX
THIS CONSULTING SERVICES AGREEMENT made as of the 1st day of October, 2003.
BETWEEN:
VERIDIEN CORPORATION., a corporation incorporated under the laws of Delaware
(the "Company")
OF THE FIRST PART
- and -
XXXXXXX XXX XXXXX
(the "Consultant")
OF THE SECOND PART
WHEREAS the Consultant provides, inter alia, Management consulting services to
companies in the medical supply/service field;
AND WHEREAS the Company carries on business as the provider of disinfectant and
other healthy lifestyle products.
NOW THEREFORE this Agreement witnesseth that in consideration of the premises
and the mutual covenant hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, by
each party hereto, the parties hereto covenant as follows:
1. During the period of this Agreement and subject to the provisions of
this Agreement, the Company hereby retains the Consultant to furnish
consulting services, such services to include, without limiting the
generality and foregoing, assistance in the following areas:
i. Sales Management support;
ii. Internet sales support;
iii. Business Development;
iv. such other services and projects as the Company may request
from time to time.
2. The Consultant agrees to commit at least one-half of his time to
carrying out the responsibilities contemplated under this Agreement.
3. The Consultant covenants and warrants with the Company, which covenants
and warranties shall survive the term of this Agreement;
a) To keep all information regarding the Company or its
affiliates confidential and not disclose such information
without written acknowledgement from the Company permitting
such disclosure;
b) To keep all information concerning the investors and
collection activity confidential and not to disclose such
information without a written acknowledgement from the Company
permitting such disclosure.
4. The Company shall pay the Consultant at the monthly rate of Two
Thousand Five Hundred Dollars ($2,500.00), such fee to be billed
monthly and paid within five (5) business days after receipt of an
invoice. Consultant shall be responsible for all remittances.
5. Beginning in 2004, the Company shall pay the Consultant a quarterly
grant of 100,000 shares of restricted common stock.
6. The Company shall pay the Consultant a commission of 10%, to a maximum
of $100,000, on new business generated for the Company by the direct
efforts of the Consultant.
7. This Agreement shall take effect on the 1st day of October 2003 and
shall continue in full force and effect until December 31, 2004. This
Agreement may be terminated by the Company upon ninety (90) business
days notice in writing to the Consultant. This Agreement may be
terminated by the Consultant upon ninety (90) business days notice in
writing to the Company.
8. Except as otherwise provided herein, it is expressly understood and
agreed than in performing its duties hereunder, the Consultant is not
acting as an agent of the Company.
9. This Agreement shall not be changed, modified, terminated, or
discharged in all or in part except by instrument in writing signed by
the parties hereto.
10. All notices between the parties shall be in writing and shall be deemed
to have been validly given and delivered to the respective parties and
their addresses shown below:
The Company: And to the Consultant:
0000 XXX Xxxxx, Xxxx X 000 Xxxxx Xxxxx X.X., Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000 Xx. Xxxxxxxxxx, XX 00000
11. This Agreement shall be governed by and construed in accordance with
the laws of the state of Florida.
IN WITNESS WHEREOF the parties hereto have executed this Consulting Services
Agreement as of the day and year first above written.
VERIDIEN CORPORATION
Per:/s/ Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx Xxx Xxxxx
-------------------------
Xxxxxxx Xxx Xxxxx
Ratified by the Board of Directors at their meeting December 16, 2003. /i/ SCF
