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Exhibit 10.22
EXHIBIT B
LONG TERM CONSULTING AGREEMENT
THIS LONG TERM CONSULTING AGREEMENT (this "Agreement") is entered into
as of January 1, 2000 (the "Effective Date"), by and between New Directions
Manufacturing, Inc., a Nevada corporation (the "Company"), and Xxxxxx X. Xxxxx
("Consultant").
RECITALS
WHEREAS, the Company desires to retain the Consultant to provide the
services set forth in Exhibit A hereto for the benefit of the Company (the
"Consulting Services"); and
WHEREAS, Consultant desires to provide the Consulting Services to the
Company in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto hereby agree as follows:
AGREEMENT
1. Appointment and Duties. The Company hereby engages Consultant
to perform the Consulting Services commencing upon the date of this Agreement
and terminating in accordance with the terms set forth in Exhibit A. Consultant
agrees to accept such engagement upon the terms and conditions set forth herein.
Consultant shall faithfully and diligently perform the Consulting Services.
2. Compensation. Subject to the termination of this Agreement as
provided herein, the Company shall compensate Consultant for the performance of
the Consulting Services hereunder upon the terms and conditions set forth in
attached Exhibit B hereto.
3. Non-Exclusive; Non-Disclosure.
3.1 Consultant agrees to perform Consultant's Consulting
Services efficiently and to the best of Consultant's ability. 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.
Notwithstanding the foregoing, the Company acknowledges and agrees that
Consultant's engagement with the Company is not exclusive and that Consultant is
engaged in other business endeavors and reserves the right to continue to do so
throughout the terms of this Agreement.
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3.2 Consultant acknowledges that Consultant may have access to
proprietary information regarding the business operations of the Company and
agrees to keep all such information secret and confidential and not to use or
disclose any such information to any individual or organization without the
Company's prior written consent.
4. Independent Contractor. Both the Company and the Consultant
agree that the Consultant will act as an independent contractor in the
performance of its 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 the Company.
5. Term; Termination.
(a) The term of this Agreement begins on January 1, 2000 and
ends at the close of business on December 31, 2003.
(b) Consultant may terminate this Agreement immediately for
cause at any time without notice. For purposes of this subsection (b), "cause"
for termination by Consultant shall be (i) a breach by the Company of any
material covenant or obligation hereunder; or (ii) the voluntary or involuntary
dissolution of the Company.
(c) The Company may terminate this Agreement for cause at any
time without notice. For purposes of this subsection (c), "cause" for
termination shall be: (i) any felonious conduct or material fraud by Consultant
in connection with the Company; (ii) any embezzlement or misappropriation of
funds or property of the Company by Consultant; (iii) any material breach of or
material failure to perform any covenant or obligation of Consultant under this
Agreement; or (iv) gross negligence by Consultant in the performance of his
duties under this Agreement.
6. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto their respective devisees, legatees, heirs,
legal representatives, successors, and permitted assigns. The preceding sentence
shall not affect any restriction on assignment set forth elsewhere in this
Agreement.
7. Notices. Any notice, request, instruction, or other document
required by the terms of this Agreement, or deemed by any of the Parties hereto
to be desirable, to be given to any other Party hereto shall be in writing and
shall be given by facsimile, personal delivery, overnight delivery, or mailed by
registered or certified mail, postage prepaid, with return receipt requested, to
the following addresses:
If to the Company: Xxxx X. Xxx, President
New Directions Manufacturing, Inc.
0000 X. Xxxxxxxx
Xxxxxxx, XX 00000
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With copy to: Xxxxx Xxxxxx, Esq.
Xxxxxxx & Beam
Xxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
If to Consultant: Xx. Xxxxxx X. Xxxxx
00000 Xxxx Xxxx Xxxx
Xxx Xxxx, Xxxxxxx 00000
The persons and addresses set forth above may be changed from time to
time by a notice sent as aforesaid. If notice is given by facsimile, personal
delivery, or overnight delivery in accordance with the provisions of this
Section, said notice shall be conclusively deemed given at the time of such
delivery. If notice is given by mail in accordance with the provisions of this
Section, such notice shall be conclusively deemed given seven business days
after deposit thereof in the United States mail.
8. Entire Agreement. Except as provided herein, this Agreement contains
the entire agreement of the parties, and supersedes all existing negotiations,
representations, or agreements and all other oral, written, or other
communications between them concerning the subject matter of this Agreement.
9. Counterparts; Facsimile Signatures. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. The Parties agree that facsimile signatures of this Agreement shall
be deemed a valid and binding execution of this Agreement.
10. Modification. No change, modification, addition, or amendment to
this Agreement shall be valid unless in writing and signed by all parties
hereto.
11. Attorneys' Fees. Except as other-wise provided herein, if a dispute
should arise between the parties including, but not limited to arbitration, the
prevailing party shall be reimbursed by the non-prevailing party for all
reasonable expenses incurred in resolving such dispute, including reasonable
attorneys' fees exclusive of such amount of attorneys' fees as shall be a
premium for result or for risk of loss under a contingency fee arrangement.
12. Governing Law and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of California which would
apply if both Parties were residents of California and this Agreement was made
and performed in California. In any legal action involving this Agreement or the
Parties' relationship, the Parties agree that the exclusive venue for any
lawsuit shall be in the state or federal court located within the County of
Orange, California. The Parties agree to submit to the personal jurisdiction of
the state and federal courts located within Orange County, California.
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13. Assignment. Neither party shall assign its rights or obligations
under this Agreement without the express prior written consent of the other
party.
14. Conflict Waiver: The Parties hereto agree and acknowledge that
Xxxxxxx & Beam ("H&B" or "the Firm") represents New Directions. This Agreement
was drafted by H&B. The Parties hereto further acknowledge that they have been
informed of the inherent conflict of interest associated with the drafting of
this Agreement by the H&B and waive any action they may have against H&B
regarding such conflict. All Parties to this Agreement have been given the
opportunity to consult with counsel of their choice regarding their rights under
this Agreement.
15. Indemnification. Each Party (the Indemnifying Party) agrees to
indemnify, defend, and hold harmless the other Party (the Indemnified party)
from and against any and all liability for injury to persons or damage to or
loss of property to the extent caused by the negligent act or omission of the
Indemnifying Party, its subcontractors, agents, or employees, including any and
all expense and costs, legal or otherwise, incurred by the Indemnified Party in
the investigation and defense of any claim, demand, or action arising out of the
work performed under this Agreement; provided, however, that the Indemnifying
Party shall not be liable for injury to persons or damage to or loss of property
caused by the sole negligence of the Indemnified Party, its subcontractors,
agents, or employees.
The Indemnified Party shall notify promptly the Indemnifying Party of
the existence of any claim, demand, or other matter to which the Indemnifying
Party's indemnification obligations would apply, and shall give them a
reasonable opportunity to settle or defend the same at their own expense and
with counsel of their own selection, provided that the Indemnified Party shall
at all times also have the right to fully participate in the defense. If the
Indemnifying Party, within a reasonable time after this notice, fails to take
appropriate steps to settle or defend the claim, demand, or the matter, the
Indemnified Party shall, upon written notice, have the right, but not the
obligation, to undertake such settlement or defense and to compromise or settle
the claim, demand, or other matter on behalf, for the account, and at the risk,
of the Indemnifying Party.
The rights and obligations of the Parties under this section shall be
binding upon and inure to the benefit of any successors, assigns, and heirs of
the Parties.
16. Separation Agreement. The Parties have entered into a Separation
Agreement, dated 28 July, 1999, which provides for this Agreement. The complete
terms and provisions of that Separation Agreement are incorporated herein by
this reference. In the event of a conflict of provisions, the Separation
Agreement shall control.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"New Directions"
New Directions Corporation, a Nevada corporation
/s/ Xxxx Xxx /s/ Xxxx X. Xxxxxx, Xx.
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BY: Xxxx Xxx BY: Xxxx X. Xxxxxx, Xx.
ITS: Chairman ITS: Secretary, Vice President, and Director
"Xx. Xxxxx"
Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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EXHIBIT "A"
Description of Consulting Services
During the period of time commencing upon the date of this Agreement
and continuing up through and including December 31, 2003, upon request of the
Company, the Consultant shall provide general business advice to the Company.
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EXHIBIT "B"
Compensation
The Consultant shall receive the following Compensation for the
provision of the Consulting Services:
1. Cash compensation. A consulting fee of $1,250.00 per month beginning
on January 1, 2000 and continuing through December 31, 2003.
2. Reimbursement of expenses. The Consultant shall also be entitled to
reimbursement of all pre-approved expenses beginning on beginning on January 1,
2000 and continuing through December 31, 2004.
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