Exhibit 10.4
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is entered into this 10th day of
September 2002 by and between SLS International, Inc. ("The Company"), and Xxx
Xxxxxx Jr. ("Consultant").
RECITALS
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A. Consultant, through the expenditure of considerable money, time and effort,
has created and developed, and is continuing to improve an efficient system for
providing his services (The "Services") to private and public companies.
B. The company desires to obtain the assistance of Consultant, and Consultant is
willing to provide such assistance, with respect to the Service.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, the sufficiency of which is hereby acknowledged by each of the parties.
The Company and Consultant hereby agree as follows:
1. APPOINTMENT AS CONSULTANT/SCOPE OF SERVICES. The Company hereby engages
Consultant in connection with the Services. Consultant hereby agrees to perform
such consulting services upon the terms and conditions hereinafter set forth.
2.TERM. This Agreement shall be for a period of 6 months commencing as of the
date of this agreement. Company agrees that any relationships introduced to the
Company Directly or Indirectly through the efforts of the Consultant, shall not
be contacted nor any Business Dealings be had without the Consultant being
informed. These terms shall last for a period of 3 years.
0.XXXXXXXX OF THE CONSULTANT: Consultant agrees that during the term of this
agreement, unless this agreement is sooner terminated pursuant to its terms,
consultant shall perform the Services agreed, including more specifically those
services described below (a) attached hereto and incorporated herein by
reference (collectively "The Services"). The parties agree that the work
performed by Consultant will be governed by the general terms and conditions of
this agreement, which will be controlling, (b) Consultant agrees to introduce
institutions, marketing programs, and other resources to the company for the
purpose of advancing the Company in its executive summary and business plan.
Consultant also will attempt to identify others that may such as potential board
members, as well as officers.
4. COMPENSATION: As compensation for Consultant's services as a consultant
pursuant hereto, the Company agrees to pay Consultant a total of 500,000 shares
of restricted stock, 250,000 shares upon the signing of this Agreement and
another 250,000 shares upon the consummation or signing of a celebrity brought
directly or indirectly by consultant but was a result of his efforts. The
Company agrees to register all or part of any shares in possession of Consultant
at the time of any registrations or filings of securities done by Company. This
Agreement shall be for 6 months and renewable any time before the 6 month
period. The Company agrees to give the Consultant a warrant package also.
5. EXPENSES: Consultant shall be responsible for any and all of its expenses
incurred in connection with the performance of the services.
6. RELATIONSHIP OF THE PARTIES: Consultant under this agreement is and shall act
as an independent contractor, and not an agent, servant or employee of the
Company. Nothing in this agreement shall be construed to imply that the
Consultant or its agents, servants or employees are officers or employees of the
Company. Consultant shall assume full resume full responsibility to and for all
of its agents and employees under any federal, state or local laws or
regulations regarding employees hability, workers compensation, unemployment
insurance, income tax withholding and authorization for employment as well as
any other acts laws, or regulations, of similar import. Consultant hereby
acknowledges and agrees that it shall have no authority to enter into any
contract or agreement or to bind the company except as specifically provided
herein and that in connection with the performance with the services it shall
have no authority to make any representation of any kind.
7. NON-DISCLOSURE COVENANT: (a) Consultant covenants and agrees that it will
not, at any time during the term of this Agreement or at any time thereafter
communicate or disclose at any person, or use for its own account or for the
account of any other person, without the prior written consent of The Company
any confidential knowledge or information concerning any trade secret or
confidential information concerning the business and affairs of the Company or
any of its affiliates acquired by the Consultant during the terms of this
agreement. Consultant will not deliver reproduce, or in any way allow such
information or documents to be delivered by it or any person or entity outside
the Consultant without duly authorized specific direction or consent of the
Company. (b) Company covenants and agrees that it will not, at any time during
the term of the Agreement, or at any time thereafter, communicate or disclose to
any person, or use for its own account or for the account of any person, without
the prior written consent of the Consultant, any confidential knowledge or
information concerning any trade secret or confidential information concerning
the business and affair of the Consultant or any of its affiliates acquired by
the Company during the term of this agreement, including the names of the
investors identified or introduced by Consultant.
8. REPRESENTATIONS AND WARRANTS OF THE CONSULTANT: Consultant hereby represents
and warrants as of the date hereof each of the following: (a) Consultant has the
power and authority to enter this agreement and to carry out its obligations
hereunder. The execution and delivery of this agreement by the Consultant and
the consummation by the Company of the transaction contemplated hereby have been
duly authorized by Consultant, and no other action on the part of the Consultant
is necessary to authorize this agreement and such transaction. (c) The
Consultant is not nor has he ever been a Licensed Broker or Broker Dealer.
9. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: Company hereby represents and
warrants as of the date hereof each of the following: (a) The Company has the
requisite corporate power and authority to enter into the agreement and to carry
out its obligations hereunder. The execution and delivery of this agreement by
the Company and the consummation by Company of the transactions contemplated
hereby have been duly authorized by the Company, and no other corporate
proceedings on the part of the Company are necessary to authorize this agreement
and such transaction.
10. NOTICES: Any notice of communication to be given under the terms of this
agreement shall be in writing and delivered in person or deposited certified or
registered, in the United States mail, postage prepaid, addressed as follows:
If to Consultant:
Xxx Xxxxxx Jr.
0000 Xxxx Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
If to Company:
SLS International Corporation
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Phone: 000-000-0000
13. ENTIRE AGREEMENT: This agreement constitutes and embodies the full and
complete understanding and agreement of the Parties hereto with respect to the
subject matter hereof and supersedes all prior understandings whether oral or in
writing and may not be modified except by writing signed by the Parties therto.
14. ARBITRATION: The parties shall resolve any disputes arising hereunder before
a panel of three arbitrators selected to pursuant to and run in accordance with
the rules of the American Arbitration Association. The arbitration shall be held
in Ventura County. Each party shall bear their own attorney's fees and costs of
such arbitration. Disputes under this agreement as well of the terms and
conditions of the Agreement shall be governed in accordance with and by the laws
of the State of California (without regard to its conflicts of law principles).
The successful party in the arbitration proceedings shall be entitled to seek an
award of reasonable attorney's fees from the Arbitrators.
IN WITNESS WHEREOF, This Consultant Agreement has been executed as of the day
and year first written below.
Company:
/s/ Xxxx Xxxx Date: 9/17/02
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Xxxx Xxxx, Chairman, Pres.
Consultant:
/s/ Xxx Xxxxxx Jr. Date: 9/17/02
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Xxx Xxxxxx Jr., Chairman/President
