EXHIBIT 10.2
CONSULTING SERVICE AGREEMENT
This Agreement is made effective as of February 1, 2005 (the "Effective Date"),
by and between Xxxx X. Xxxxxxxx ("CONSULTANT") of 0000 Xxxxxxxxxx Xxxxxx,
Xxxxxxxxxx, XX 00000, and RG America, Inc. ("Client") of 0000 Xxxxxx Xxxx Xxxx,
Xxxxx 000, Xxxxxx, XX 00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "CLIENT", and the party who will be providing the services shall
be referred to as "CONSULTANT".
CONSULTANT has a background in financial and accounting consulting and is
willing to provide services to CLIENT based on this background.
CLIENT desires to have services provided by CONSULTANT.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on the Effective Date, CONSULTANT will
provide the following services (collectively, the "Services") in the case
of:
A) Use of CONSULTANT'S name as Corporate Controller of CLIENT.
B) CONSULTANT will act in the capacity of Corporate Controller and
review, oversee and sign all matters as would be required by a
Corporate Controller relation to the CLIENT and its subsidiaries.
C) CONSULTANT will act in the capacity of Corporate Controller and
review, oversee and sign all SEC documents as required by a
Corporate Controller in relation to the CLIENT and it's subsidiaries
D) Use of CONSULTANT'S name on all of CLIENT'S literature and web page.
E) Assist CLIENT in preparation of financial and operational reports
and schedules as requested, including but not limited to SEC and IRS
filings
F) Attend meetings and events as requested by CLIENT.
G) Other matters as requested by CLIENT pursuant to the position of
Corporate Controller.
H) CONSULTANT will agree to assist the company on all matters in the
event of any SEC, IRS or legal issues.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by CONSULTANT shall be
determined by CONSULTANT after discussing with CLIENT.
3. CASH PAYMENT. CLIENT will pay a fee to CONSULTANT for the Services based
on a rate of $1,500.00 per month. CLIENT also agrees to pay a $5,000 fee
to CONSULTANT for assistance in the preparation of the CLIENT 10-KSB for
the period ended December 31, 2004. CLIENT Agrees to remit the $1,500.00
monthly payments to CONSULTANT by the 5th day of each month for the
services performed and to remit the $5,000 fee for the 10-KSB upon the
filing of the document with the Securities and Exchange Commission.
4. STOCK PAYMENT. In recognition of prior and current services performed,
CLIENT will grant CONSULTANT One Hundred Sixty Six Thousand Six Hundred
Sixty Seven (166,667) Options to purchase CLIENT common stock at a price
of $0.50 per share and exercisable in accordance with the attached
schedule as approved by CLIENT Board of Directors..
4. EXPENSE REIMBURSEMENT. CONSULTANT shall be entitled to reimbursement from
CLIENT for all reasonable "out-of-pocket" expenses directly related to the
case such as, but not limited to: travel, copying expenses, etc. as
approved by client in advance.
5. NEW PROJECT APPROVAL. CONSULTANT and CLIENT recognize that CONSULTANT's
Services will include working on various projects for CLIENT. CONSULTANT
shall obtain the approval of CLIENT prior to the commencement of each new
project.
6. TERM/TERMINATION. This Agreement is for a three (3) year period and shall
terminate automatically on May 1, 2008, unless both CLIENT and CONSULTANT
agree in writing to an amendment of the agreement.
7. RELATIONSHIP OF PARTIES. It is understood by the parties that CONSULTANT
is an independent contractor with respect to CLIENT, and not an employee
of CLIENT. CLIENT will not provide fringe benefits, including health
insurance benefits, paid vacation, or any other employee benefit, for the
benefit of CONSULTANT.
8. CONFIDENTIALITY and Non-Compete. CONSULTANT recognizes that CLIENT has and
will have medical and legal information which need to be protected from
improper disclosure. In consideration for the disclosure of the
Information, CONSULTANT agrees that CONSULTANT will not at any time or in
any manner, either directly or indirectly, use any Information for
CONSULTANT's own benefit, or divulge, disclose, or communicate in any
manner any Information to any third party without the prior written
consent of CLIENT. CONSULTANT will protect the Information and treat it as
strictly confidential. A violation of this paragraph shall be a material
violation of this Agreement. Additionally, CONSULTANT agrees to sign
CLIENTS standard non-compete agreement as well as non-disclosure
agreements.
9. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that CONSULTANT has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, CLIENT shall be entitled to an injunction to restrain
CONSULTANT from disclosing, in whole or in part, such Information, or from
providing any services to any party to whom such Information has been
disclosed or may be disclosed. CLIENT shall not be prohibited by this
provision from pursuing other remedies, including a claim for losses and
damages.
10. SERVICES TO THIRD PARTIES. The parties recognize that CONSULTANT may
provide consulting services to other parties. However, CONSULTANT is
bound by the confidentiality provisions of this Agreement, and
CONSULTANT may not use the information, directly or indirectly, for
the benefit of third parties.
11. RETURN OF RECORDS. Upon termination of this Agreement, CONSULTANT
shall deliver all records, notes, data, memoranda, models, and
equipment of any nature that are in CONSULTANT's possession or under
CONSULTANT's control and that are CLIENT's property or relate to
CLIENT's business.
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12. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as
follows:
IF for CLIENT: IF for CONSULTANT:
Xxxx X. Xxx Xxxx X. Xxxxxxxx
Chief Executive Officer 0000 Xxxxxxxxxx Xxxxxx
XX Xxxxxxx, Inc. Xxxxxxxxxx, XX 00000
0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
14. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written, save and accept the aforementioned
non-disclosure and non-compete agreements. This Agreement supersedes any
prior written or oral agreements between the parties save and accept the
aforementioned non-disclosure and non-compete agreements.
15. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
16. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.
18. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Texas.
RG America, Inc.
By:______________________________
Xxxx X. Xxx
Chief Executive Officer
Xxxx X. Xxxxxxxx
By:______________________________
Xxxx X. Xxxxxxxx
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