CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into as of
August 1, 1999 by and between iChargeit, a Texas corporation (the "Company"),
and Xxxxx Xxxxxxx, an individual ("Xxxxxxx").
WHEREAS, Xxxxxxx'x term of employment with the Company expires on October
31, 1999 pursuant to Xxxxxxx'x Employment Agreement with the Company.
WHEREAS, the parties desire to enter into a consulting agreement whereby
Xxxxxxx will provide financial consulting services as an independent contractor
to the Company following the termination of his employment with the Company on
October 31, 1999.
NOW THEREFORE, in consideration of the promises and representations set
forth below, the parties agree as follows:
1. SERVICES. Xxxxxxx will render such financial consulting services
as the Company may request from time to time in the areas within his expertise,
including advising and assisting the Company in preparing various financial
documents, including but not limited to financial statements and SEC filings.
2. COMMITMENT. The Company anticipates needing Xxxxxxx'x services
for approximately fifteen (15) hours per week, though the Company cannot
guarantee any particular amount. The Company expects Xxxxxxx to make every
reasonable effort to be available as needed. Xxxxxxx is free to render services
elsewhere during this Agreement, provided this does not conflict with Xxxxxxx'x
duties or loyalty to the Company.
3. TERM AND TERMINATION. This Agreement will not be for any specific
term, but will commence on November 1, 1999, and continue indefinitely, with
either party having the right to terminate upon written notice either
immediately in the event of a breach, or upon thirty days written notice if
terminated without cause.
4. FEES. In consideration for Xxxxxxx'x services, the Company will
pay Xxxxxxx a fee of $25.00 per hour. All compensation will be reported on Form
1099 and Xxxxxxx agrees that he will be solely responsible for all taxes,
penalties, and interest on Xxxxxxx'x compensation.
5. INDEPENDENT CONTRACTOR. Xxxxxxx acknowledges and agrees that he
is working strictly as an independent contractor and not as an employee or agent
of the Company. Xxxxxxx will not be authorized to enter into contracts or make
any commitment on behalf of the Company.
6. CONFIDENTIAL INFORMATION. Xxxxxxx agrees that he will safeguard
and, upon termination of this Agreement, will return all Company property
entrusted to him, including any files, records, or other documents. Xxxxxxx
further agrees not to use or disclose any confidential information to which he
is given access concerning the business of the Company.
7. EXPENSE REIMBURSEMENT. The Company shall reimburse Employee for
all reasonable and properly documented business expenses incurred in connection
with Employee's performance of his duties under this Agreement.
8. NO OTHER BENEFITS. The Company shall not be responsible for
payment of any other costs or expenses of Xxxxxxx, nor shall Xxxxxxx be entitled
to any benefits normally provided to employees of the Company, either by law or
company policy, including but not limited to, workers compensation, disability,
unemployment, medical, life, or other insurance, retirement, vacation, sick
leave, holiday, overtime, or for any other fringe benefits that the Company may
provide to its employees from time to time.
9. NOTICES. All notices required by this Agreement may be delivered
by first class mail at the following addresses:
To the Company: iChargeit, Inc.
000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
Attention: Chief Executive Officer
To Employee: Xxx Xxxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, X.X. 00000
10. ARBITRATION. Any dispute whatsoever relating to or arising out of
this Agreement or its construction, validity or enforcement shall be submitted
to final and binding arbitration in Orange County, California, by and pursuant
to the Rules of the American Arbitration Association. The arbitrator shall be
entitled to award any relief which might be available at law or in equity,
including that of a provisional, permanent or injunctive nature.
11. AMENDMENT. This Agreement may be modified only by written
agreement signed by the party against whom any amendment is to be enforced.
12. CHOICE OF LAW. This Agreement shall be governed by the laws of
the State of California.
13. PARTIAL INVALIDITY. In the event any provision of this Agreement
is void or unenforceable, the remaining provisions shall continue in full force
and effect.
14. WAIVER. No waiver of any breach of this Agreement shall
constitute a waiver of any subsequent breach. Any of the following acts or
omissions shall constitute grounds for the Company to terminate the Employee's
employment pursuant to this Agreement for "cause":
(a) Willful misconduct by Employee causing material harm
to the Company but only if Employee shall not have discontinued such misconduct
within 30 days after receiving written notice from the Company describing the
misconduct and stating that the Company will consider the continuation of such
misconduct as cause for termination of this Agreement.
(b) Any material act or omission by the Employee
involving gross negligence in the performance of the Employee's duties to, or
material deviation from any of the policies or directives of, the Company, other
than a deviation taken in good faith by the Employee for the benefit of the
Company;
(c) Any illegal act by the Employee which materially and
adversely affects the business of the Company or any felony committed by
Employee, as evidenced by conviction thereof, provided that the Company may
suspend the Employee with pay while any allegation of such illegal or felonious
act is investigated.
Termination by the Company for cause shall be accomplished
by written notice to the Employee and shall be preceded by a written notice
providing a reasonable opportunity for the Employee to correct his conduct.
15. COMPLETE AGREEMENT. With the exceptions of the parties'
Employment Agreement and the Exhibits attached thereto, this Agreement contains
the entire agreement between the parties, and supersedes any and all prior and
contemporaneous oral and written agreements.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year set forth above.
"COMPANY"
iCHARGEIT, INC.,
a Texas corporation
By: /s/ Xxxxx Xxxxx
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Its: PRESIDENT
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"CONSULTANT"
/s/ Xxxxx X. Xxxxxx
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Xxxxx Xxxxxxx
