Consulting/Option Agreement
This Consulting/Option Agreement ("Agreement") is made and entered into on
this 10th day of January by and between Xxxx Xxxxx ("Consultant") and
XxxxxxXxx.xxx, Inc. ("Swifty").
PREAMBLE
WHEREAS, Consulting is a Florida attorney, having offices at 000 Xxxx
Xxxxxx, Xxxxx X, Xxxxx, Xxxxxxx; and
WHEREAS, Swifty is a Florida corporation in good standing with offices at
000 Xxxx Xxxxxxx Xxxx., Xxxxx 000, Xxxxx, Xxxxxxx 00000; and
WHEREAS, Consultant is an attorney with particular experience and expertise
in the areas of First Amendment, Intellectual Property, Internet and
Transactional law; and
WHEREAS, Consultant desires to provide to Swifty certain services utilizing
Consultant's experience and expertise in connection with First Amendment,
Intellectual Property, Internet and Transactional law and Swifty desires to
obtain such services from Consultant;
NOW THEREFORE, in consideration of the foregoing, of the mutual agreements
and promises set forth herein, and for other good and valuable consideration the
receipt and sufficiency of which is acknowledged Consultant and Swifty intending
to be legally bound, agree as follows:
1. Consulting Services: For the duration of this Agreement Consultant will
provide to Swifty advice regarding First Amendment, Intellectual Property,
Internet and Transactional law.
All such consulting services shall be provided by Consultant or
subcontractors or affiliates of Consultant, as Consultant deems to be reasonable
and appropriate to accomplish its obligations as set forth above.
Consultant shall not be obligated to travel or cause its employees or
agents to travel to Swifty's premises to render such consulting services. In the
event that it becomes necessary for a representative of Consultant to travel to
Swifty's premises in connection with Consultant's performance and accommodations
of such person or persons. Swifty acknowledges that Consultant has other
business relationships and may not always be immediately available to render the
services provided for in this Agreement. Consultant agrees to use its best
efforts to provide its services at such times as requested by Swifty or as soon
thereafter as it is able to do so.
2. Term: The term of this Agreement shall be one year commencing on January
10, 2001 and ending on January 9, 2002.
3. Consideration: In consideration for the services to be provided by
Consultant pursuant to this Agreement Swifty shall forthwith issue to
Consultant, One Hundred and Twenty Five Thousand, (125,000) fully paid and
non-assessable shares of Swifty's common stock, together with and Option
Agreement (Option) to purchase from Swifty, Seventy Five Thousand (75,000)
shares of Swifty's common stock at a price of fifty cents ($.50) per share.
Consultant acknowledges that such shares have not been registered and are
restricted from any transfer by Consultant except pursuant to an applicable
exemption or effective registration statement. Swifty agrees that Consultant
shall have "piggy back rights" allowing the aforesaid shares, or any part
thereof as determined by Consultant to be included in any registration statement
which Swifty files following the date of execution of this Agreement or which
has not yet become effective as of the date of execution of this Agreement.
4. Consultant's Warranties: Consultant warrants that it has the right to
enter into this Agreement and to perform its obligation hereunder.
5. Failure to Lawfully Issue Shares: In the event Swifty shall not be able
to transfer the shares referred to in paragraph 3 to Consultant then this
Agreement shall forthwith terminate and Consultant shall have no further
obligation to perform any services hereunder.
6. Swifty's Warranties: Swifty warrants that it is lawfully able to issue
to Consultant the Option referred to in paragraph 3 hereof and that other than
the lack of registration and subject to exercise and payment of the option
price, there are and/or will be no liens, restrictions or limitations upon the
issuance of said shares or the shares themselves.
7. Miscellaneous Provisions:
a. Enforceability: If any term or condition of this Agreement shall be
found, by a court of competent jurisdiction, to be invalid or unenforceable to
any extent or in any application, then the remainder of this Agreement, and such
term or condition except to the extent or in such application which is held to
be invalid or unenforceable, shall not be affected thereby and each and every
term and condition of this Agreement shall be valid and enforced to the fullest
extent and in the broadest application permitted by law. Notwithstanding the
foregoing, in the event such term or condition held to be invalid or
unenforceable shall render the purpose or intent of this Agreement to be
materially impaired then this Agreement may be terminated by either party upon
ten (10) days written notice to the other party.
b. Notice: All notices or other communications required or permitted to be
given pursuant to this Agreement shall be in writing and shall be made by: (i)
certified mail, return receipt requested, (ii) Federal Express, Express Mail, or
similar overnight delivery or courier service, or (iii) delivery (in person or
by facsimile or similar telecommunication transmission) to the party to whom it
is to be given, to the address appearing elsewhere in this Agreement or to such
other address as any party hereto may have designed notice forwarded to the
other party in accordance with the provisions of this Section. Any notice or
other communication given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing a party's address which
shall be deemed given at the time of receipt thereof. Any notice given by other
means permitted by this Section shall be deemed given at the time of receipt
thereof.
c. Application of Florida Law: This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its terms and by the
laws of the State of Florida. Venue shall be deemed located in Hillsborough,
Florida.
d. Counterparts: This Agreement may be executed by any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
e. Binding Effect: Each of the provisions and agreements herein contained
shall be binding upon and inure to the benefit of the personal representatives,
devisees, heirs, successors, transferees and assigns of the respective parties
hereto.
f. Jurisdiction: The parties agree that, irrespective of any wording that
might be construed to be in conflict with this paragraph, this Agreement is one
for performance in Florida, The parties to this Agreement agree that they waive
any objection, constitutional, statutory otherwise to a Florida court's taking
jurisdiction of any dispute between them. By entering into this Agreement, the
parties, and each of them understand that they might be called upon to answer a
claim asserted in a Florida court.
g. Waiver: No waiver of any provision of this Agreement shall be deemed, or
shall constitute, a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
h. Entire Agreement: This Agreement constitutes the entire Agreement
between the partie3s pertaining to its subject matter, and it supersedes all
prior contemporaneous agreement. Agreement shall be binding unless executed in
writing by all parties.
i. Authority and Binding Effect: Each of the undersigned do hereby warrant
and represent that they have been duly authorized to enter to this Agreement on
behalf of their respective companies.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
date first stated above.
XxxxxxXxx.xxx, Inc. Consultant
By: /s/Xxxxxx Xxxxxx By: /s/Xxxx X. Xxxxx
_______________________ _________________________
Xxxxxx Xxxxxx, President Xxxx X. Xxxxx
