1
Exhibit 10.1
BUSINESS CONSULTING AGREEMENT
THIS BUSINESS CONSULTING AGREEMENT (this "Agreement") is made and
entered into this ___ day of December, 2000, by and between Celebrity
Entertainment Group, Inc., a Wyoming corporation (the "Company") and Marineway,
Inc., a __________ corporation (the "Consultant").
RECITALS
A. The Company desires to avail itself of the Consultant's experience,
skills and abilities, and background and knowledge, and is willing to engage the
Consultant upon the terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Company upon
said terms and conditions.
C. The parties hereto have each established a valuable reputation and
goodwill in their respective businesses.
D. Each party hereto, by virtue of its relationship with the other
party, will become familiar with and possessed with the manner, methods and
other confidential information pertaining to the such other parties business
activities.
NOW, THEREFORE, in consideration of the recitals, promises and
conditions in this agreement, the Consultant and the Company agree as follows:
1. CONSULTING SERVICES. During the term of this Agreement, the
Consultant is hereby retained by the Company to provide
strategy and planning consulting to assist the Company in
identifying and analyzing market opportunities. The Consultant
shall provide such consulting services as reasonably requested
by the Company's Board of Directors and Chief Executive
Officer during the term of this Agreement, provided that
nothing hereunder shall require the Consultant to devote a
minimum number of hours per calendar month toward the
performance of services hereunder. Unless otherwise agreed to
by the Company, all services hereunder shall be performed
directly by the Consultant, and at its principal place of
business or other offices.
2. TERM. The term of this Agreement shall be for a period of two
years commencing on the date of the date of this Agreement and
ending on December ___, 2002.
3. COMPENSATION. The Company shall pay the Consultant a
consulting fee in the amount of $10,000 per month, during the
term.
2
4. EXPENSES OF THE CONSULTANT. The Company shall be responsible
for all expenses incurred by the Consultant in the performance
of its duties hereunder, provided that any expense over $500
shall be approved by the Company prior to being incurred by
the Consultant.
5. COOPERATION. Both parties shall cooperate fully with each
other in the performance of the their respective obligations
under this Agreement including, without limitation, providing
all necessary information, executing all documents and
performing all actions reasonably required in connection with
such performance.
6. BOARD SEAT. The Company shall use its best efforts, including,
but not limited to, the voting of any shares held or
controlled by its officers and directors, to elect Xxxx
Xxxxxxx as a director of the Company during the term of this
Agreement.
7. INDEPENDENT CONTRACTOR. This Agreement shall not constitute an
employer-employee relationship. It is the intention of the
parties that the Consultant shall be at all times an
independent contractor of the Company. The Consultant shall
not have any authority to act as the agent of the Company and
shall not have the authority to, and shall not, bind the
Company to any agreements or obligations with a third party
except as otherwise authorized by the Company. Subject to the
express provisions herein, the manner and means utilized by
the Consultant in the performance of its services hereunder
shall be under the sole control of the Consultant.
8. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Both parties
acknowledge that it is their policy to maintain as secret and
confidential all valuable information heretofore or hereafter
acquired, developed or used by each other in relation to their
respective business, operations, employees and contacts which
may give a competitive advantage in either party's industries
(all such information is hereinafter referred to as
"Confidential Information"). The parties recognize that, by
reason of the relationship of the parties, the parties may
acquire Confidential Information of the other party. The
parties recognize that all such Confidential Information is
the property of the owning party. In consideration of the
parties entering into this Agreement, the parties agree that:
(a) They shall never, directly or indirectly, publicly
disseminate or otherwise disclose any Confidential Information obtained during
the term of this agreement without the prior written consent of either party, it
being understood that the obligation created by this subparagraph shall survive
the termination of this Agreement;
(b) At all times, the parties shall exercise all due and
diligent precautions to protect the integrity of any of the other party's
documents embodying Confidential
2
3
Information (which shall be marked "Confidential" by the supplying party prior
to delivery and, if not so marked, shall not be deemed to embody Confidential
Information), and upon termination of this Agreement, each party shall return
all such documents (and copies thereof) in its possession or control to the
other party; and
(c) In recognition of the foregoing, the parties represent,
warrant and covenant that they will not in the future use or disclose any of
such Confidential Information for the benefit of any person or other entity or
organization under any circumstances at any time.
9. REPRESENTATIONS AND WARRANTIES. The Company hereby represents
and warrants to the Consultant that this Agreement has been
duly authorized, executed and delivered on behalf of the
Company and is the valid and binding obligation of the
Company, enforceable in accordance with its terms, subject
only to the effect, if any, of bankruptcy laws or similar laws
relating to the insolvency of debtors and to principles of
equity and except as the Company's indemnification and/or
contribution obligations under this Agreement may be limited
under Federal or applicable state securities laws.
10. INDEMNIFICATION.
(a) The acts, statements and representations made by the
Company to third parties are the sole responsibility of the Company, and the
Company agrees to indemnify the Consultant and hold the Consultant harmless for
any liabilities, claims, losses and expenses, including legal costs and expenses
incurred by the Consultant, that result from acts, statements and
representations made by the Company and its authorized representatives to third
parties. The Company represents that all materials provided to the Consultant in
relation to the consulting services to be provided hereunder are truthful and
accurate, and the Consultant may rely upon same without independent verification
of the facts or other information contained therein.
(b) The acts, statements and representations made by the
Consultant without the approval of the Company to third parties which are not
made in reliance upon information and/or material furnished to the Consultant by
the Company, rather written or oral, are the sole responsibility of the
Consultant, and the Consultant agrees to indemnify the Company for any
liability, claims, losses and expenses, including legal costs and expenses
incurred by the Company that result from the Consultant's representations made
without the approval of the Company.
11. TAXES. All taxes, duties and other governmental fees or
charges arising from the Consultant's receipt of remuneration
shall be borne by the Consultant.
12. NOTICES. Any notice, request, demand or other communication
required or permitted hereunder shall be deemed to be properly
given when personally served in writing or when deposited in
the United States mail, postage
3
4
prepaid, addressed to the other party at the address provided
by each party. Either party may change its address by written
notice made in accordance with this section.
13. BENEFIT OF AGREEMENT. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, and their
respective legal representatives, administrators, executors,
successors, subsidiaries and affiliates.
14. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Delaware without regard to
conflict of law principles.
15. ASSIGNMENT. Any attempt by either party to assign any rights,
duties or obligations that arise under this Agreement without
the prior written consent of the other party shall be void and
shall constitute a breach of the terms of this Agreement.
16. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the
entire agreement between the Company and the Consultant. No
promises, guarantees, inducements or agreements, oral or
written, express or implied, have been made regarding the
provision of any services, other than as contained in this
Agreement. This Agreement can be modified only in writing
signed by both parties hereto.
17. SEVERABILITY. In the event of the invalidity or
unenforceability of any one or more of the provisions of this
Agreement, such illegality or unenforceability shall not
affect the validity or enforceability of the other provisions
hereof, and such other provisions shall be deemed to remain in
full force and effect.
18. CONTINUING EFFECT. Sections 8, 9, and 10 shall survive the
expiration or the termination of obligations of each party to
the other.
19. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first written above.
Celebrity Entertainment Group, Inc. Marineway, Inc.
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx X. Xxxxxxx
------------------------ ------------------------
Name Xxxxxx Xxxxx Name Xxxx X. Xxxxxxx
----------------------- -----------------------
Title: President & CEO Title: President
--------------------- ---------------------
4
