EXHIBIT 10.41
CONSULTING AGREEMENT
THIS AGREEMENT is made as of February 15, 2000 by and between SURGICAL
SAFETY PRODUCTS a Nevada corporation (the "Company" or "SURG") and GLOBAL
DEVELOPMENT ADVISORS, INC, a Florida Corporation (the "Consultant").
RECITALS:
I. The Company is a public company trading on the NASDAQ Electronic Bulletin
Board (trading symbol "SURG"), which desires to promote its business plan to the
investment community and to build the value of the Company for the benefit of
its shareholders; and
B. The Consultant is an advisor who represents several established and emerging
client companies, with particular expertise and knowledge in investor relations,
promotions for publicly traded companies, and communications for such companies
utilizing the print media and internet; and
C. The Company recognizes the substantial experience and knowledge of the
Consultant in matters relating to the promotion of public companies and
communications; and
D. The Company further recognizes that it is in the best interests of the
Company to engage the consulting services of the Consultant; and
E. The Company desires to retain the valuable services and counsel of the
Consultant, and the Consultant desires to render such services to the Company
upon the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
below, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby agree as follows:
1. RECITALS. The Recitals to this Agreement are hereby incorporated into
this Agreement as though full restated herein.
2. ENGAGEMENT. The Company hereby engages the Consultant, and the
Consultant accepts engagement by the Company, upon the terms and conditions set
forth in this Agreement.
3. TERM. The term of this Agreement shall begin on the date hereof and
shall continue until July 31, 2000.
4. CONSULTING SERVICES COMPENSATION.
(A) The Company shall pay to Consult as compensation for its services
under this Agreement Fifty thousand (50,000) common shares of Surgical
Safety Products (the "SURG Shares"), which shares shall be newly issued by
the Company pursuant to Rule S-8 of the Securities and Exchange Act of
1933, as amended (the "Act") plus option to purchase fifty thousand shares
at $1.09 per share.
(B) The company may in the future provide the Consultant with such
additional compensation as the company and the Consultant shall mutually
agree for any additional services by the Consultant not provide for in this
Agreement.
5. DUTIES. From time to time as reasonably requested by the Company, the
Consultant shall provide investor relations and public relations advice and
services to the Company. Such services shall include, but not be limited to,
strategic planning, helping write and distribute Company press releases,
planning promotional events and meetings with the investment community,
assisting the Company's management in designing the Company's Business Plan and
"Growth-by-Acquisition" strategy, communicating and disseminating information
concerning the Company's activities on an on-going basis as to substantial and
material developments by the Company with regard to its acquisitions of new
resort properties and other events. Additionally, Consultant shall prepare or
assist in the preparation of a Company Corporate Profile, Fact Sheets,
Shareholder Letters, Web page design, content and marketing, and media
relations.
6. NATURE OF ENGAGEMENT. The Company is engaging the Consultant as an
independent Contractor. Nothing in this Agreement shall be construed to create
an employer-employee relationship between the parties.
7. EXPENSES. Upon receipt of requests from the consultant for
reimbursement, the company shall reimburse the Consultant for all reasonable and
necessary expenses the Consultant incurs, prior to and after the date of this
Agreement in performing her duties in connection with this Agreement. The
Consultant shall be required to receive authorization from the Company prior to
incurring any such expenses in excess of $1,000.00.
8. NOTICES. Any notice, report or demand required, permitted or desired
under this Agreement shall be sufficient if in writing and delivered by
certified mail, return receipt requested, Federal Express (or similar courier),
telegram or receipted hand delivery at the following addresses (or such other
addresses designated by proper notice):
To the Company: Surgical Safety Products, Inc.
To the Consultant: Xxxxxx Xxxxxx, President
Global Development Advisors
0000 Xxxxxxx Xxxxxx
Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
Any notice otherwise delivered shall be deemed given when actually received by
recipient.
9. MISCELLANEOUS.
(A) GOVERNING LAW. This Agreement shall be governed by, interpreted
and enforced in accordance with the laws of the State of Florida.
(B) ENTIRE AGREEMENT. This instrument contains the entire agreement of
the parties concerning engagement and may not be changed or modified except
by written agreement duly executed by the parties hereto.
(C) CONFIDENTIALITY. Except as may otherwise be required by law, the
specific provisions of this Agreement shall remain strictly confidential.
Notwithstanding the foregoing, the parties agree that Consultant shall
disclose that she is being compensated by the Company in all of her
promotional releases to the public, in accordance with the Act. Neither the
company nor the Consultant shall, either directly or indirectly through
their respective officers, directors, employees, shareholders, partner,
joint ventures, agents, consultants, contractor, affiliates or any other
person, disclose, communicate, disseminate or otherwise breach the
confidentiality of all or any provision of this Agreement, without the
express written consent of both parties to this Agreement.
(D) ASSIGNMENT. The obligations of the parties under this Agreement
shall not be assigned without the written consent of the parties.
Notwithstanding an provision of this Agreement to the contrary, however,
the Consultant shall be entitled to provide that any funds payable or stock
issuable to her pursuant to this Agreement shall be instead be paid or
issued to her designee.
(E) COUNTERPARTS AND FACSIMILE. This agreement may be executed in
counterparts, and all counterparts will be considered as part of one
agreement binding on all parties to this Agreement. This Agreement may be
executed via facsimile, which signatures shall be deemed legal and binding
as an original signature hereto.
(F) SEVERABILITY. If any term, condition or provision of this
Agreement or the application thereof to any party or circumstances shall,
at any time or to any exent, be invalid or unenforceble, the remainder of
this Agreement, or the application of such term, condition or provision to
parties or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term, condition and
provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have executed this Ageement as of
this day and year first above written.
SURGICAL SAFETY PRODUCTS, INC.
BY: /s/ G. Xxxxxxx Xxxx
--------------------------
Xx. Xxxxxxx Xxxx
GLOBAL DEVELOPMENT ADVISORS, INC.
BY: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
