Exhibit 4
CONSULTING AGREEMENT
RECITALS
CONSULTING AGREEMENT entered into this___ day of March, 2003 by and between
Future Carz, Inc., a Nevada Company (the "Company"), and Xxxxxxx X. Xxxxxx
("Consultant").
WHEREAS, the Company desires to obtain the consulting services of Consultant in
the areas of, Business Development, Opening a Maricopa County Auto Carz leasing
center, and Business Strategy for the Company (the "Services") in connection the
Company's business, namely, leasing automobiles (the "Business");
WHEREAS, in consideration for the Services, the Company shall issue its common
stock that shall be registered S-8 stock upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. PROVISION OF SERVICES
Duties of Consultant, The Consultant will provide such services and advice to
the Company so as to advise the Company in business development, business
strategy and corporate expansion. Without limiting the generality of the
foregoing, Consultant will also assist the Company in developing, studying,
evaluating, and obtaining new leasing center locations in Maricopa County and
elsewhere. Nothing herein contained shall obligate Company to acquire new
locations, if such new locations are found or, that any transaction will be
completed. This Agreement is not a contract for real estate services, and
nothing in this Agreement will require the Consultant to negotiate on behalf of
the Company. Consultant would undertake such services under the direction of an
individual to be appointed by the Company's Board of Directors.
1.1 Duties Expressly Excluded. This Agreement expressly excludes the Consultant
from providing any and all capital formation and/or public relation
services to the Company inclusive of but not limited to (i) direct or
indirect promotion of the Company's securities; (ii) assistance in making
of a market in the Company's securities; and (iii) assistance in obtaining
debt and /or equity financing. The Consultant shall not have the power of
authority to bind the Company to any transaction without the Company's
prior written consent.
1.2 Services shall be provided for a 2 year term commencing with the execution
of this agreement and continuing for 2 years.
2. ISSUANCE OF STOCK
In consideration of Services rendered to date and to be rendered during the
Term, the Company hereby issues to Consultant the Company's stock, in the manner
and for the price stated below, 1.5 million shares of the Company's common
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stock, such number of shares representing 2.8% of the Company's issued and
outstanding capital stock on the date hereof. The shares will be issued to the
Consultant once the Company has filed with the SEC a registration statement on
Form S-8 covering such issuance, which the Company undertakes to do within 5
days of this agreement.
Consultant acknowledges that this issuance constitutes taxable compensation and
that any tax liability related thereto shall be the responsibility of
Consultant. In these regards, the Company will issue Consultant a Form 1099,
with the value of the shares being determined based upon the closing price of
the Company's stock on the date of issuance.
3. PROPERTY
All work performed by Consultant pursuant to this Agreement in connection with
the Services or otherwise, including, without limitation, business and strategic
plans and proposals, and however rendered, electronic or otherwise, and whether
or not patentable or copyrightable (the "Products"), shall be deemed
works-made-for-hire under United States copyright law and shall be the property
of the Company. Consultant further agrees to and does hereby assign, transfer,
and convey to the Company all of Consultant's right, title and interest in and
to the Products, and in connection therewith, to execute and deliver such
documents and take other steps, in order to enable the Company, in its sole
discretion, to obtain grants of patent and registration of copyright and
trademark, both domestic and foreign, in connection with the Products.
4. CONFIDENTIAL INFORMATION
The Company has developed and is the owner of highly valuable and unique
confidential and proprietary technical information related to the Business, as
well as business and financial information related thereto (the "Confidential
Information"). Notwithstanding the foregoing, "Confidential Information" shall
not include and the provisions of this Agreement will not apply to any
information disclosed by the Company and/or Consultant (1) if such information
is demonstrated to be generally available to the public at the time of its
disclosure to Consultant; (2) after the time, if any, that such information
becomes generally available to the public without any breach by Consultant; (3)
was already in Consultant's possession at the time of disclosure to Consultant
(whether such time of disclosure is before or after the date hereof); (4) is
developed by Consultant independently of the Services; or (5) was lawfully
received by Consultant from a third party without restrictions on disclosure or
use.
Using no less effort than the Consultant would use to maintain the
confidentiality of his own confidential and proprietary information, the
Consultant shall maintain in strict confidence and shall not disclose at any
time, without the prior written consent of the Company, any of the Confidential
Information to any other person or entity, unless such information has entered
the public domain through lawful means, without violation of this Agreement, or
pursuant to requirements of law or court order.
5. SEVERABILITY
In the event that any one or more provisions herein shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof.
6. INDEPENDENT CONTRACTOR
Consultant acknowledges and agrees that he is rendering the Services as an
independent contractor and not an employee of the Company and, accordingly, the
Company shall have no obligations to Consultant in connection with payroll
taxes, employee benefits and the like.
7. NO ASSIGNMENT
Consultant's obligations hereto with respect to provision of Services shall not
be assignable to any other person without the express written consent of the
Company.
8 MISCELLANEOUS
This Agreement (I) constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and shall supersede all prior
understandings and agreements as to such subject matter; (ii) may be amended or
modified only by a writing executed by the party against whom enforcement is
sought; (iii) shall inure to the benefit of and be binding upon the respective
heirs, administrators, personal representatives, successors and assigns of the
parties hereto; and (iv) shall be governed by and construed in accordance with
the laws of California.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
as of the date and year first above written.
CONSULTANT:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
COMPANY:
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, President
