Exhibit 10.29
Consulting Agreement between the Registrant and Telex, Inc.
dated March 27, 1995.
INDEPENDENT CONTRACTOR AGREEMENT
THE AGREEMENT is made and entered into as of this ______ day of March, 1995
by and between Xxxxxx Xxxxxxxx Hotel & Casino, Inc. ("Client"), with its
principal place of business in Las Vegas, Nevada, and Telex, a Nevada trust
("Telex"), an independent contractor, with its place of business at ____________
__________.
RECITALS
WHEREAS, Client is engaged in the Timeshare, Hotel Industry.
WHEREAS, Telex is in the business of providing general business consulting
services, including strategic business planning services, to companies,
WHEREAS, in the operation of Client's business, Client is in need of the
services which Telex provides and wishes to enter into a business arrangement
with Telex to provide such services.
IN CONSIDERATION of the promises and mutual covenants hereby contained, it
is hereby agreed as follows:
AGREEMENTS
1. Terms of Contract
This Agreement will become effective on March 27, 1995 and will continue
in effect for a period of six (6) months, unless earlier terminated pursuant to
Section 5 of this Agreement,
2. Services to be Performed by Contractor
2.1 Specific Services Telex agrees to provide general business consulting
services, including strategic business planning services, to Client.
2.2 Independent Contractor Status. It is the express intention of the
parties that Telex be an independent contractor and not an employee, agent,
joint venturer or partner of Client. Client shall have no right to and shall not
control the manner or prescribe the method by which Telex performs the
above-described services, Telex shall be entirely and solely responsible for its
own actions and the actions of its agents, employees or partners while engaged
in the performance of services required by this Agreement. Nothing in this
Agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee between Client and Telex or any employee
or agent of Telex. Both parties acknowledge that Telex is not an employee for
state or federal income tax purposes and
Telex specifically agrees that it shall be exclusively liable for the payment of
all income taxes, or other state or federal charges, that are due as a result of
receipt of any consideration for the performance of service required by this
Agreement. Telex agrees that any such consideration is not subject to
withholding by the Client for payment of any taxes and Telex directs Client not
to withhold any sums for the consideration paid to Telex for the services
provided hereunder. Telex shall retain the right to perform services for others
during the term of this Agreement,
2.3 Use of Employees of Contractor. Telex may, at Telex's own expense, use
any employees or subcontractors as Telex deems necessary to perform the services
required of Telex by this Agreement. Client may not control, direct or supervise
Telex's employees or subcontractors in the performance of those services.
2.4 Expense. Telex shall be responsible for all costs and expenses incident
to the performance of services required by this Agreement, including but not
limited to, the cost of materials used by Telex, travel, fees, fines, licenses,
bonds and taxes required of, or imposed against Telex, and all other of Telex's
costs of doing business.
3. Compensation
3.1 Stock Client and Telex agree that Telex shall receive 37,777 shares of
Client's tradeable common stock to be delivered to Telex after this agreement
has been executed.
4. Obligations of Client.
4.1 Cooperation. Client shall comply with all reasonable requirements of
Telex and provide access to all documents reasonably necessary to the
performance of Telex's duties under this Agreement.
5. Termination of Agreement
5.1 Termination on Notice. Notwithstanding any other provision of this
Agreement, either party may terminate this Agreement at any time by giving
thirty (30) days written notice to the other party. Unless otherwise terminated
as provided in this Agreement, this Agreement will continue in force for a
period of six (6) months.
5.2 Termination on Occurrence of Stated Event. This Agreement will
terminate automatically on the occurrence of the following event:
(a) bankruptcy or insolvency of either party.
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6. General Provisions
6.1 Further Acts. Each party agrees to perform any further acts and execute
and deliver any further documents that may be reasonably necessary to carry out
the provisions and intent of this Agreement.
6.2 Entire Agreement. This Agreement contains the entire understanding of
the parties hereto with respect to the subject matter contained herein and may
be amended only by a written instrument signed by the parties affected thereby,
or their respective successors or assigns. This Agreement cancels and supersedes
all prior agreements, if any, oral or written, among Client and Telex.
6.3 Severability. If any provision of this Agreement shall be held invalid
such invalidity shall not affect the other provisions hereof, and to this extent
the provisions of this Agreement are intended to be and shall be deemed
severable.
6.4 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument,
6.5 Notices. Any notice or other communication required or permitted under
this Agreement shall be sufficiently given if delivered personally or sent by
registered or certified mail, postage prepaid and return receipt requested, to
the address of the parties set forth in the first paragraph of this Agreement or
at such address as may have been provided in like manner in writing to both of
the parties to this Agreement. Any notice that is sent by mail under this
Agreement shall be considered received on the date on which it is actually
delivered to the premises of the party to whom it is properly addressed, such
date to be conclusively evidenced by the date of the return receipt.
6.6 Governing Law. This Agreement shall be construed in accordance with,
and governed by the laws of the State of Nevada.
6.7 Assignment. No party to this Agreement may assign this Agreement or its
right or obligations hereunder without the written consent of the others.
6.8 Headings. The headings of this Agreement are inserted solely for the
convenience of reference and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof
6.9 Pronouns. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person, persons, entity or entities may require.
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6.10 Waiver. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute a waiver of any other provisions, nor shall any
waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making, the waiver.
6.11 Acknowledgment Concerning Counsel. Each party acknowledges that it had
the opportunity to employ separate and independent counsel of its own choosing
in connection with this Agreement.
6.12 Arbitration. Any controversy, claim, misunderstanding, course of
action, matter in question, breach, disagreement, dispute, or other related
matter arising out of, or relating to this Agreement, or the relationship
between the parties, shall be decided by mandatory binding arbitration before
the American Arbitration Association in Las Vegas, Nevada. In such arbitration,
the parties shall be entitled to the full discovery rights accorded to litigants
under the Laws of Nevada. The prevailing party shall be entitled to recover all
costs and expenses incurred, including its reasonable attorney's fees, related
costs, and any advanced arbitration expenses.
6.13 Indemnification. Telex and its principles, will indemnify and hold
harmless Client and its officers, directors, agents and employees against any
and all losses, or liabilities, including reasonable attorneys fees and costs
and expenses, which may be incurred by Client as a result of statements made by
Telex which are inaccurate or misleading or the failure by Telex to state facts,
which are necessary to be stated in order to make statements made not
misleading.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above,
XXXXXX XXXXXXXX HOTEL & CASINO, INC.
By: /S/ Xxxxxx Xxxxxxxxxxx
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Its: Executive Vice President
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TELEX
By:
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Its:
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