EXHIBIT 10.3
Consulting Agreement (the "Agreement") entered into this 9th day of
November 1999 by and between XXXXXXX.XXX (Delaware). ("Company"), a Florida
corporation with principal offices at 0000 Xxxxx Xxxxxx Xxx, Xxxxxx, XX 00000,
and Xxxxxxx Xxxxxx and Company, Inc., ("Consultant"), a California corporation
with principal offices at 0000 Xxxxx Xxxx Xxxx., Xxxxx 000, Xx Xxxxxx, XX 00000.
RECITALS
WHEREAS, the Consultant is engaged in providing financial and media
services (the "Services") to emerging Internet companies; and
WHEREAS, the Company desires to retain Consultant to provide financial
and media services upon the terms and conditions described herein; and
WHEREAS, the Consultant desires to provide such services to the Company
as an independent contractor upon such terms and conditions.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereby agree as follows:
1. Consultant shall provide the Company with the Services, which shall
include increasing the awareness of money managers, newsletter publishers and
media interested or otherwise covering emerging Internet companies, of the
Company and communicate the Company's product profiles with prospective
investors and money managers and promote the Company as a highly focussed
developer of specialized vertical portals and operator of the xxXXxxx.xxx
network of regional portals. Communications should highlight the market niche
the Company is exploiting and the many strengths and benefits inherent in
servicing this niche. The Services shall include the development of specialized
financial marketing programs through marketing/newsletter publications that
Company may elect to undertake.
2. Company shall provide Consultant with various materials and
documents ("Company Information"), however, before Consultant disseminates such
Company Information, the Consultant must receive the Company's prior written
consent.
3. The term (the "Term") of this Agreement shall commence the day and
year first above written and terminate on November 9, 2000 unless terminated
earlier pursuant to paragraph 11. Company shall have the option to renew this
Agreement for an additional year (the "Extended Term") upon similar terms and
conditions by providing prior notice to Consultant no later than August 31,
2000.
4. Company shall pay Consultant $3,500.00 per month for the Services
and Company's initial $3,500.00 payment shall be paid to Consultant upon
execution of this Agreement. Subsequent monthly payments will be billed by
Consultant on the first of each
subsequent month and Company will pay them within 30 days.
5. In addition to Consultant's compensation under Paragraph 4 above,
the Company shall issue to the Consultant 350,000 options (the "Options") to
purchase the Company's common stock, par value $.001 per share, subject to the
following provisions: (i) one-half, or 175,000 Options shall vest on February 9,
1999 and one-half, or 175,00 Options, on May 9, 1999, (ii) such vesting shall
occur only if the Consultant has not been terminated pursuant to paragraph 11
hereof at the time such Options vest pursuant to paragraph 5(i); and (iii) the
Options may be exercised at $1.00 per share for a period of five years from the
date of this Agreement.
6. During the Term, Consultant shall provide the Services to Company
using Consultant's employees Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx, who shall provide
the Services in a timely manner.
7. Consultant shall be reimbursed for its reasonable expenses on
Company's behalf, properly incurred in connection with Consultant's duties, such
expenses include all direct costs of communication on behalf of the Company,
including phone, fax, postage, deliveries, etc.; provided, however that any of
Consultant's expenses in excess of $500.00 per month shall not be incurred
without Company's prior consent. In that regard, during each month of the Term,
Consultant shall furnish Company with appropriate evidence of such expenses,
including receipts and vouchers.
8. At no time may Consultant disclose Company's affairs, or any Company
trade or other secrets to any person for its or their own personal benefit or
purposes, whether or not such disclosure injures Company. Consultant shall not
use any Company Information for Consultant's benefit, or purposes, or for any
purpose other than for the Company's benefit as described herein. Consultant
acknowledges that any breach of this Agreement may result in damages to Company
that are difficult to measure monetarily, and, therefore, Consultant hereby
waives any defense to any application made by the Company for injunctive relief,
in addition to any other legal remedies available to it.
9. Company shall indemnify and hold Consultant harmless against any
loss, costs or expenses incurred as a result of or arising out of the
Consultant's publication or dissemination of Company Information or other
relevant information approved in writing by Company hereunder if it is
established by a court of competent jurisdiction that the said information
contain material misrepresentations, or false or misleading information, or
omits to state a material fact necessary to prevent a statement that is made
from being false or misleading.
10. Consultant shall devote a reasonable amount of the time and best
efforts of the Employees to promote Company's interests.
11. This Agreement may be terminated by Company at any time without
prior
notice if:
(i) Consultant shall breach of provisions of this
Agreement; or
(ii) Consultant is negligent in the performance of its
duties hereunder; or
(iii) Consultant files a bankruptcy petition in any court
of competent jurisdiction, or makes an assignment for
the benefit of creditors; or
(iv) Xxxxxxx Xxxxxx shall become of unsound mind, or be
declared incompetent to handle his personal or
business affairs; or
(v) upon 30 days prior notice by the Company if the
Company is not satisfied with the Consultants
performance under this Agreement.
12. Company acknowledges that Consultant has and will continue to have
business relationships with others that will require a certain portion of
Consultant's time. Company acknowledges that Consultant may continue to devote
time to such persons, PROVIDED THAT such relationships do not conflict with, in
any way, Company's time and best efforts to provide services to Company
hereunder.
13. Company acknowledges that Consultant's services hereunder are
personal in character, and neither this Consulting Agreement, nor any rights or
benefits arising thereunder may be assigned by the Consultant, without Company's
prior consent.
14. All notices, offers, acceptance and any other acts under this
Agreement (except payment) shall be in writing, and shall be sufficiently given
if delivered to the addressees in person, by Federal Express or similar
receipted delivery, by facsimile delivery or, if mailed, postage prepaid, by
certified mail, return receipt requested, to the addresses listed above or to
such other address as either of them, by notice to the other may designate from
time to time. The transmission confirmation receipt from the sender's facsimile
machine shall be conclusive evidence of successful facsimile delivery. Time
shall be counted to, or from, as the case may be, the delivery in person or by
mailing.
15. The provisions of this Consulting Agreement shall inure to the
benefit of and be binding upon the parties, their successors and permitted
assigns. For this purpose, the terms "successors" and "assigns" shall include
any entity which at any time, whether by merger, purchase or otherwise, shall
acquire substantially all of Company's assets or operations.
16. Each provision herein is intended to be severable and if any such
provision is deemed to be illegal, or invalid for any reason, such illegality or
invalidity shall not affect the remainder of this Agreement.
17. This Agreement shall primarily be performed in the State of
California, and it shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of that state applicable to
contracts made and to be performed in that state. This Agreement may not be
changed, except by an instrument in writing signed by the party against whom or
which enforcement of any waiver, change, modification or discharge is sought.
IN WITNESS WHEREOF, this Agreement has been executed as of the day,
month and year first above written.
THE COMMON SEAL of )
XXXXXXX.XXX (DELAWARE) ) c/s
hereto affixed in the presence of: )
)
)
____________________________________) per: ____________________________
Witness ) Paolo Mylla
) XXXXXXX.XXX (Delaware)
____________________________________)
Witness
The Common Seal of )
XXXXXXX XXXXXX AND )
COMPANY, INC. hereto affixed )
in the presence of ) XXXXXXX XXXXXX AND
) AND COMPANY, INC.
)
)
____________________________________) per: ____________________________
Witness ) Xxxxxxx Xxxxxx
)
____________________________________) _________________________________
Witness ) President
