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EXHIBIT 10.1
CONSULTING AGREEMENT
This Agreement is entered into and effective as of April 15, 1996, by and
between World Transport Authority, Inc. a subsidiary of Composite Automobile
Research, Ltd. ("CAR"), ("CLIENT"), and Xxxxxxx Xxxxxx ("CONTRACTOR").
RECITALS
This Agreement is entered into in contemplation of the following facts,
circumstances, representations, and intentions:
A CONTRACTOR is prepared to utilize its contacts and influence in order
to directly assist CLIENT with the sale of CLIENT's proprietary
vehicle manufacturing licenses in a world-wide developing nation
program. It is understood the aforementioned licenses are not for
sale in the United States or any other industrialized or developed
nation.
B CLIENT desires to enter into this agreement with CONTRACTOR, and to
set forth the terms of CLIENT's Agreement with CONTRACTOR pursuant to
the terms and conditions as more specifically set forth herein.
TERMS AND CONDITIONS OF ENGAGEMENT
In consideration of the premises and mutual convents and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:
1 ENGAGEMENT: CLIENT hereby engages CONTRACTOR as an independent
contractor. CONTRACTOR hereby accepts the engagement upon the terms
and conditions set forth in the Agreement.
2 TERM: The term of this Agreement shall be for a period of one year,
beginning on the date of this Agreement. This Agreement may renewed
by mutual consent each year by the anniversary date of this Agreement.
3 DUTIES: CONTRACTOR shall use its associations, business relationships
and name recognition in order to assist CLIENT with the sale of
CLIENT's proprietary vehicle manufacturing licenses in developing
nations.
4 TIME COMMITMENTS: In addition to the term described in Paragraph 2,
CONTRACTOR shall use reasonable common business practices in
assisting CLIENT in securing license sales in a timely fashion,
considering "time is of the essence" in the business affairs of
CLIENT.
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5 COMPENSATION: For services rendered by CONTRACTOR pursuant to the
terms of this agreement, CONTRACTOR shall be paid a fifteen percent
commission for each fully-paid license sale arranged by CONTRACTOR
per the period in Paragraph 2.
6 TERMINATION OF CONSULTING AGREEMENT: This Agreement may be terminated
by either CONTRACTOR or CLIENT with thirty days written notice.
COOPERATION, ARBITRATION, INTERPRETATION, MODIFICATION, ATTORNEY FEES AND
MISCELLANEOUS PROVISIONS
The parties agree that they will do all that is required and necessary to
accomplish and facilitate the purposes of this Agreement and that they will
sign and execute and all documents necessary to bring about and perfect the
purposes of this Agreement.
The parties agree that should any provision of this Agreement be found to be
ambiguous in any way, such ambiguity shall not be resolved by construing such
provisions or any part of or the entire Agreement in favor of or against any
party herein, but rather by construing the terms of this Agreement fairly and
reasonably in accordance with their generally accepted meaning.
No amendment, modification or waiver of any provision of this Agreement shall
in any event be effective unless the same shall be in writing and signed by the
parties hereto.
None of the parties rights, duties or obligations under this Agreement are
assignable by any of the parties hereto without the prior written consent of
the other party and any attempted assignment without prior written consent
shall be null and void.
This Agreement constitutes the entire Agreement and understanding of the
parties hereto with respect to the matters herein set forth, and all prior
negotiations, writings and understandings relating to the subject matter of
this Agreement are merged herein and are superseded and canceled by this
Agreement.
The parties will attempt through good faith negotiation to resolve their
disputes. The term "disputes" includes, without limitation, any disagreements
between the parties concerning the existence, formation and interpretation of
this Agreement and their obligation thereunder. If the parties hereto are
unable to resolve their disputes by negotiation, they shall attempt to resolve
their disputes through mediation.
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If mediation proves unsuccessful, either party may commence arbitration by
sending a written notice of arbitration to the other party. The notice will
state the dispute with particularity. As part of the arbitrators decision, the
arbitrator may allocate the cost of arbitration, including fees of attorneys
and experts, as the arbitrator deems fair and equitable in light of all
relevant circumstances. The arbitration hearing shall be commenced thirty (30)
days following the date of delivery of notice of arbitration to the other party,
or as soon thereafter as set by the arbitrator(s).
If any legal action or any arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorney's fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it may be entitled.
/s/ XXXX XXXXX /s/ XXXXXXX XXXXXX
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Xxxx Xxxxx, President Xxxxxxx Xxxxxx
Composite Automobile Research, Ltd. 0000 Xxxxxx Xx
000 Xxxxx Xxxxxx, Xx Xxxxx, Xx 00000 Xx Xxxxx, Xx 00000
