EXHIBIT 10.1
Consulting Agreement with Michael Della Xxxxx
CONSULTING AGREEMENT
Agreement made this 12th day of February, 2002, by and between DataLogic
International, Inc., (OTCBB: DLGI hereinafter referred to as "Corporation"),
and Michael Della Xxxxx, (hereinafter referred to as "Consultant"):
In consideration of the mutual promises contained in this Agreement, the
contracting parties agree as follows:
Recitals:
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding the Corporation's
recent reverse merger into a public shell, negotiations and consulting
services for the continued growth of Corporation in the public markets, as
well as, consult Corporation for further potential alliances and/or mergers
with additional information technology companies as further outlined in
Paragraph 2. The Consultant desires to consult with the Board of Directors,
the Officers of the Corporation, and certain administrative staff members of
the Corporation, and to undertake for the Corporation consultation as to the
Corporation's future growth and development.
AGREEMENT
Term
1. The respective duties and obligations of the contracting parties
shall be for a period of one hundred eighty (180) days commencing on the date
of February 21, 2002. This Agreement may be terminated by either party only in
accordance with the terms and conditions set forth in Paragraph 7, below.
Services Provided by Consultant
2. Provide management, consulting, and advisory services to Corporation
in regards to the Corporation's recent reverse merger into a public shell,
negotiations and consulting services for the continued growth of Corporation
in the public markets, as well as, consult Corporation for further potential
alliances and/or mergers with additional information technology companies.
For the initial 30 day period, Consultant agrees to consult with Corporation's
officers and directors in reference to 1) press releases and timely delivery
of news; 2) coordinate and formulate a corporate growth strategy for the
period beyond this Agreement; 3) over see and review previous agreements with
other consultants at the Corporation's request; and 4) impart general
knowledge and expertise in the public relations and investor relations fields
to the Corporation.
Compensation
3. In consideration for the services provided by Consultant to
Corporation, the Corporation shall pay or cause to be delivered to the
Consultant, on the execution of this Agreement, 1,000,000 shares of DLGI stock
to be issued and registered pursuant to an S-8 Registration Statement to be
filed immediately. This amount can be increased or decreased with written
consent of both parties.
Representations of Corporation
4. Representations of Corporation
(a) The Corporation, upon entering this Agreement, hereby warrants
and guarantees to the Consultant that all statements, either written or oral,
made by the Corporation to the Consultant are true and accurate, and contain
no misstatements of a material fact. The corporation acknowledges that the
information it delivers to the Consultant will be used by the Consultant in
preparing materials regarding the Corporation's business, including but not
necessarily limited to, its financial condition, for dissemination to the
public. Therefore, in accordance with Paragraph 5, below, the Corporation
shall hold harmless the Consultant from any and all errors, omissions,
misstatements, negligent or intentional misrepresentations, contained in any
information furnished by Corporation to Consultant, in accordance with and
pursuant to the terms and conditions of this Agreement for whatever purpose or
purposes the Consultant sees fit to use said information. The Corporation
further represents and warrants that as to all matters set forth within this
Agreement, the Corporation has had independent legal counsel and will continue
to maintain independent legal counsel to advise the Corporation of all matters
concerning, but not necessarily limited to, corporate law, corporate
relations, investor relations, all manners concerning and in connection with
the Corporation's activities regarding the Securities Act of 1933 and 1934,
and state Blue Sky or Securities laws. Consultant has no responsibility to
obtain or render legal advice in connection with the Corporation's sale of
securities. All legal, regulatory or licensing matters as relates to the
corporate sale of securities are the responsibility of the Corporation and its
counsel.
(b) Corporation shall promptly pay for all reasonable expenses
attendant to Consultant's services to be performed hereunder. All expenses
exceeding $1,000 must be approved in advance by the Corporation.
(c) Corporation shall provide, at its' expense, suitable "Due
Diligence" packages to Consultant as needed.
Limited Liability
5. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not be liable to
the Corporation, or to anyone who may claim any right due to any relationship
with the Corporation, or any acts or omissions in the performance of services
on the part of the Consultant, or on the part of the agents or employees of
the Consultant, except when said acts or omissions of the Consultant are due
to its willful misconduct or culpable negligence.
Termination
6. This Agreement may be terminated by either party upon the giving of
not less than thirty (30) days written notice, delivered to the parties at
such address or addresses as set forth in Paragraph 8, below. In the event
this Agreement is terminated by the Corporation, all compensation paid by
Corporation to the Consultant shall be deemed earned, and no part of the
compensation will be refunded or prorated.
Notices
7. Notices to be sent pursuant to the terms and conditions of this
Agreement, shall be sent as follows:
As to Consultant: Michael Della Xxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
(000) 000-0000 office
(000) 000-0000 fax
As to Corporation: DataLogic International, Inc.
00000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
(000) 000-0000 office
Trade Secrets - Confidentiality
8. Corporation and Consultant mutually acknowledge and agree that any
confidential information is proprietary to and a valuable trade secret of
Consultant or Corporation as applicable and that any disclosure or
unauthorized use thereof will cause irreparable harm and loss to consultant.
The parties hereto agree that all such information conveyed to Corporation
regarding the operations and services of Consultant or to Consultant regarding
the operations, services and products of the Corporation constitutes a trade
secret and shall be afforded the protections provided the Uniform Trade
Secrets Act or any other applicable laws. The Corporation and the consultant
agree at all times during the term this Agreement and after the termination of
this Agreement to hold in strictest confidence, and not to use, except for the
benefit of the other party, or to disclose, transfer or reveal, directly or
indirectly to any person or entity any Confidential information without the
prior written authorization of the other party for a period of two (2) years.
For purposes of this Agreement, Confidential Information shall mean any and
all information that is not generally known and that is proprietary to both
parties or any of their clients, consultants or licensors. Confidential
Information includes, without limitation, names of investors, buyers, sellers,
borrowers, lenders introduced by the Consultant of its associates' business
plans, client lists consultants, financial information, and trade secrets
about the Consultant and its products and information or other proprietary
information relating to designs, formulas, developmental or experimental work,
know how, products processes, computer programs, source codes, databases,
designs, schematics, or other original works of authorship.
Attorneys' Fees - Arbitration
9. In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the parties hereto,
the prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other party or parties, all reasonable attorneys'
fees, expenses and suit costs, including those associated within the appellate
or post judgment collection proceedings. Any dispute or disagreement arising
out of this Agreement shall be fully and finally resolved through binding
arbitration, before a single arbitrator in Dallas, Texas in accordance with
the rules of the American Arbitration Association governing commercial
disputes. In the event that the parties cannot agree upon a single
arbitrator, the arbitrator shall be a retired judge of the Dallas District
Court upon ex parte application by any party on 72 hours notice to the other
party(ies). The costs of the Arbitration including without limitation, the
fees of the arbitrator (but excluding each party's attorney's fees) shall be
initially shared equally by the parties but may be awarded by the arbitrator
as additional damages in favor of the prevailing party. The Arbitrator shall
apply Texas law in reaching his decision. The decision of the arbitrator shall
be binding and nonappealable.
Governing Law
10. This Agreement shall be construed under and in accordance with the
laws of the State of Texas, and all obligations of the parties created under
it are performed in Dallas County, Texas. In any controversy arising out of
this Agreement, venue for said proceeding shall be in Dallas County, Texas.
Parties Bound
11. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors, administrations,
legal representatives, successors, and assigns when permitted by this
Agreement.
Legal Construction
12. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the invalidity, illegality, or unenforceability
shall not affect any other provision, and this Agreement shall be construed as
if the invalid, illegal, or unenforceable provision had never been contained
in it.
Prior Agreements Superseded
13. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or written or oral
agreements between the respective parties. Further, this Agreement may only be
modified or changed by written agreement signed by all parties hereto.
Multiple Copies or Counterparts of Agreement
14. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto. In such event, all of such
executed copies shall have the same force and effect as the executed original,
and all of such counterparts taken together shall have the effect of a fully
executed original. Further, this Agreement may be signed by the parties and
copies hereof delivered to each party by way of facsimile transmission, and
such facsimile copies shall be deemed original copies for all purposes if
original copies of the parties' signatures are not delivered.
Headings
15. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or intent of
this Agreement or effect its provisions.
Miscellaneous
16. Other miscellaneous provisions:
(a) Subsequent Events. Consultant and the Corporation each agree to
notify the other party if, subsequent to the date of this Agreement, either
party incurs obligations which could compromise its efforts and obligations
under this Agreement.
(b) Amendment. This Agreement may be amended or modified at any
time and in any manner only by an instrument in writing executed by the
parties hereto.
(c) Further Actions and Assurances. At any time and from time to
time, each party agrees, at its or their expense, to take actions and to
execute and deliver documents as may be reasonably necessary to effectuate the
purposes of this Agreement.
(d) Waiver. Any failure of any party to this Agreement to comply
with any of its obligations, agreements, or conditions hereunder may be waived
in writing by the party to whom such compliance is owed. The failure of any
party to this Agreement to enforce at any time any of the provisions of this
Agreement shall in no way be construed to be a waiver of any such provision or
a waiver of the right of such party thereafter to enforce each and every such
provision. No waiver of any breach of or non-compliance with this Agreement
shall be held to be a waiver of any other or subsequent breach or
non-compliance.
(e) Assignment. Neither this Agreement nor any right created by it
shall be assignable by either party without the prior written consent of the
other.
(f) Binding Effect. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors, and assigns.
(g) Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior agreements,
arrangements, or understandings between the parties relating to the subject
matter of this Agreement. No oral understandings, statements, promises, or
inducements contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or implied,
other than as set forth herein, have been made by any party.
(h) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
(i) Counterparts. A facsimile, telecopy, or other reproduction of
this Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument, by one or more parties hereto and such
executed copy may be delivered by facsimile of similar instantaneous
electronic transmission device pursuant to which the signature of or on behalf
of such party can be seen. In this event, such execution and delivery shall
be considered valid, binding and effective for all purposes. At the request
of any party hereto, all parties agree to execute an original of this
Agreement as well as any facsimile, telecopy or other reproduction hereof.
(j) Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
IN WITNESS WHEREOF, to the terms and conditions described herein, the
parties have set their hands and seal as of the date written above.
The Corporation: The Consultant:
DataLogic International, Inc. Michael Della Xxxxx
by: /s/ Xxxxx Xxxxxx by: /s/ Michael Della Xxxxx
Date: _________________ Date: ___________________
