EXHIBIT 10(i)
Form of Consulting Agreements entered October 16, 1996
between the Company and 15 consultants
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into
effective as of the 16th day of October, 1997, by and between Wealth
International, Inc., a Nevada corporation ("Parent"), Wealth International,
Inc., a Utah corporation and a wholly-owned subsidiary of Parent (the
"Company"), and ____________________________________ (the "Consultant").
Recitals
The Company wishes to utilize the services of the Consultant on a
regular basis to provide certain services for the Company. The Consultant
possesses the requisite skills and experience, including experience and
expertise in the network marketing industry, to deliver certain services
required by the Company. Consultant wishes to provide the services
contemplated herein, on the terms and conditions set forth below. The
Parent desires that Consultant provide the agreed upon services to the
Company, and as an inducement and condition thereto is willing to issue
shares of the Parent's Common Stock to the Consultant on the terms and
conditions set forth below.
Agreement
NOW THEREFORE, in consideration of the mutual covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Consultant
hereby agree as follows:
1. Consulting Services. The Company hereby engages the Consultant
as an independent contractor to provide marketing and other services as
described on Exhibit A attached hereto, and such other services as may be
mutually agreed upon by the parties hereto. The Consultant hereby accepts
such engagement, subject to the terms and conditions set forth herein.
Consultant may enter into other consulting agreements and perform services
for other clients, insofar as in doing so it does not breach any of its
covenants contained in this Agreement.
2. Term and Termination of Agreement.
(a) Term. Subject to earlier termination or extension of the
term hereof as set forth below, the term of this Agreement shall commence on
the date first set forth above (the "Effective Date"), and shall end on the
date that is two years after the Effective Date (the "Consulting Term").
Unless this Agreement is terminated as provided herein, or unless either
party provides written notice to the other party of its desire to terminate
this Agreement at the end of the Consulting Term, or any renewal thereof, at
least thirty (30) days prior to the end of the Consulting Term (or any
renewal thereof), the Consulting Term will automatically renew for
additional one-year periods. If the Consulting Term is renewed, the term
"Consulting Term" will be interpreted herein to include such renewal term.
(b) Termination by Consultant. This Agreement may be
terminated at any time by Consultant upon thirty (30) days prior written
notice to the Company.
(c) Termination by Company. This Agreement shall be
terminated upon thirty (30) days prior written notice by the Company to the
Consultant: (i) for "cause", as defined below, or (ii) in the event that
Consultant is unable to provide the services required under this Agreement
by reason of the death or permanent disability of the Representative and the
inability of Consultant to provide a Substitute satisfactory to the Company.
For purposes of this Agreement, "cause" shall mean: (i)
fraudulent or criminal activities; (ii) any dishonest or unethical activity;
or (iii) breach of fiduciary duty, deliberate breach of Company rules
resulting in loss or damage to the Company, or unauthorized disclosure of
Company trade secrets or confidential information.
(d) Effect of Termination.
(i) Termination of Relationship; Status of Payment
Obligations. Upon the termination of this Agreement for any reason
whatsoever, this Agreement shall thereupon be and become void and of no
further force and effect, all benefits thereafter arising hereunder shall
cease, and the consulting relationship hereunder shall be terminated, except
that termination of this Agreement shall not relieve the Company of its
obligation to pay any consideration payable hereunder with respect to
services rendered hereunder prior to such termination, and the Parent shall
be obligated to deliver to Consultant any shares that, pursuant to the
provisions of paragraph 3(a) below, are eligible for purchase by the
Consultant pursuant to the Option (defined below) prior to the date of
termination, upon the exercise of such Option by the Consultant. In the
event of any termination or expiration of this Agreement, Consultant will
retain his/her network marketing rights in his/her distributor network under
the Company's network structure, as may be reasonably adjusted by the
Company to account for any termination or discontinuation of related
"upline" distributors. On any termination of this Agreement, the Parent
shall be relieved of any obligation to issue and deliver to Consultant any
shares of the Company's common stock pursuant to the Consultant's attempt to
exercise the Option if, pursuant to paragraph 3(a) below, the Option has not
vested or become exercisable with respect to such shares prior to the date
of such termination.
(ii) Continuation of Certain Other Obligations.
Termination of this Agreement shall not relieve the Consultant of its
obligation of confidentiality as set forth below. The provisions of this
Agreement which by their terms survive the termination or expiration hereof
shall not be terminated by reason of any termination or expiration of the
Agreement.
3. Compensation.
(a) Stock Options. As compensation for the services to be
performed by Consultant hereunder, the Parent agrees to grant and issue to
Consultant or its designee an option to purchase 15,000 shares of the Common
Stock of the Company (the "Option") at the purchase price of $0.25 per
share. The Option will vest and become exercisable incrementally and
cumulatively, as follows, provided that this Agreement shall not have been
terminated prior to the Consultant's achievement of the milestone resulting
in the vesting and exercisability of the Option:
Incremental Number of the Total Number of the
Company's Internet Company's Internet Incremental Percentage of
Storefronts Purchased and Storefronts Purchased and Option Vested and Total Percentage of Option
Distributed by Consultant Distributed by Consultant Exercisable Vested and Exercisable
------------------------- --------------------------- ------------------------- --------------------------
200 200 20% 20%
200 400 20% 40%
200 600 20% 60%
200 800 20% 80%
200 1000 20% 100%
For purposes of fulfilling his/her obligations under this paragraph, the
Consultant will be deemed to have purchased and distributed one of the
Company's Internet storefronts if: (1) the Consultant personally purchases
and distributes such Internet storefront; or (2) such Internet storefront is
purchased for personal use by an individual who has been introduced to the
Company and its products and services directly by the Consultant.
(b) Multi-Level Marketing Benefits. In addition to the other
compensation provided for herein, Consultant shall be entitled to all
marketing awards, commissions and compensation payable under the Company's
compensation plan with respect to services rendered by Consultant hereunder,
including without limitation those referenced in Exhibit A attached hereto
or otherwise agreed between the Company and Consultant.
(c) Support Facilities. As additional consideration for the
services to be rendered hereunder, the Company will provide Consultant with
such support facilities at the Company's principal office as may be required
in the Company's judgment to enable Consultant to properly perform the
services to be rendered hereunder.
4. Relationship of Parties. The Consultant's relationship with the
Company shall be that of an independent contractor but not that of an
employee. The Consultant will not be eligible for any employee benefits,
nor will the Company make deductions from any of the stock options, whether
or not exercised, or other compensation payable hereunder for taxes (or
otherwise), which shall be the sole responsibility of the Consultant.
Consultant will use its own discretion in performing the tasks assigned,
within the scope of work specified by the Company.
5. Confidentiality. Consultant agrees for itself and each of its
employees assigned to perform services for the Company that neither
Consultant nor any of its employees will use, except for consulting with the
Company, publish, or otherwise disclose in any way to any person, firm, or
corporation any trade secrets or confidential information of the Company,
which has not become a part of the public domain through no fault of
Consultant or any of its employees.
6. Notices. Any notice required or permitted hereunder to be given
by either party shall be in writing and shall be delivered personally or
sent by certified registered mail, postage prepaid, or by private courier,
or by facsimile, to the other party to the address set forth below, or to
such other address as either party may designate from time to time according
to the terms of this Agreement.
(a) If to Consultant:
Name: _______________________________________
Address: _____________________________________
_____________________________________________
_____________________________________________
Facsimile: (_______) ____________________
(b) If to Company:
Wealth International, Inc.
Address: 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx, Xxxx 00000
Facsimile: (000) 000-0000
A notice delivered personally shall be effective upon receipt.
A notice sent by facsimile shall be effective 24 hours after the dispatch
thereof. A notice delivered by private courier shall be effective on the
day delivered, or if delivered by mail, the third day after the day of
mailing.
7. Severability; Interpretation. In the event that any term or
provision, including any part of a Section or subsection, of this Agreement
is invalid or unenforceable for any reason, such invalid or unenforceable
term or provision shall be severed herefrom, and the remaining terms and
provisions of this Agreement, including the remaining Sections and
subsections, shall remain in full force and effect. The parties to this
Agreement agree that the court making a determination that any term or
provision of this Agreement is invalid or unenforceable shall modify the
time, duration, geographic scope or areas and/or application of the term or
provision so that the term or provision is enforceable to the maximum extend
permitted by applicable law. Notwithstanding any rule or maximum of
construction to the contrary, any ambiguity or uncertainty in this Agreement
shall not be construed against either of the parties hereto based on
authorship of any of the terms or provisions hereof.
8. Entire Agreement; Amendment. This Agreement, together with the
Exhibit attached hereto, embodies the entire agreement and understanding of
the parties with respect to the subject matter hereof. No modification,
amendment, or addition to this Agreement, nor waiver of any of its
provisions, shall be valid or enforceable unless in writing and signed by
all the parties.
9. Binding on Successors and Assigns. The Consultant may designate
one or more parties to receive any of the stock, options or other
consideration payable by the Company or the Parent hereunder. Otherwise,
the rights and obligations of each party hereunder may not be assigned
without the prior written consent of the other party. This Agreement shall
be binding on the parties, and on their permitted distributees, legal
representatives, successors, and assigns.
10. Governing Law; Jurisdiction and Venue. This Agreement shall be
governed by and construed in accordance with the laws of the State of Utah,
without giving effect to any applicable conflicts of laws provisions. In
the event of claim or dispute arising hereunder, the parties consent to the
exclusive jurisdiction and venue of the federal and state courts residing in
Salt Lake City, Utah and no action involving this Agreement may be brought
except in the Third District Court of Utah or the Federal District Court for
the District of Utah.
11. Attorneys' Fees. In the event of any legal action to enforce or
interpret the terms of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees and all court costs and
related expenses incurred in connection therewith, in addition to any other
relief to which such party may be entitled.
12. Representation and Warranties of Consultant. The Consultant
represents and warrants to, and covenants with, the Company as follows:
(a) Acceptance. The Consultant has hereby agreed to perform,
and has performed, certain services requested by management of the Company
to the Company's satisfaction during the term hereof. The services
performed by the Consultant has been personally rendered by the Consultant,
and no one acting for or on behalf of the Consultant.
(b) Sophisticated Investors. The Consultants represents and
warrants that by reason of income, net assets, education background and
business acumen, he/she has the experience and knowledge to evaluate the
risks and merits attendant to an investment in shares of common stock of the
Company, either singly or through the aid and assistance of a competent
professional, and is fully capable of bearing the economic risk of loss of
his/her total investment in the Company.
(c) Limitation on Services. None of the services rendered or
to be rendered by the Consultant and paid for by the issuance of shares of
the Company's common stock or the Option shall be services related to any
"capital raising" transaction.
(d) Valid Obligation; No Conflicts. Execution of this
Agreement and performance of services hereunder by the Consultant
constitutes valid and binding obligations of such Consultant and his/her
performance hereunder will not violate any other agreement to which such
Consultant is a party.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement effective as the date first set forth above.
WEALTH INTERNATIONAL, INC., a Utah corporation
(Company)
By:______________________________________
Xxx Xxxxxxx, President
WEALTH INTERNATIONAL, INC., a Nevada corporation (Parent)
By:_______________________________________
Xxx Xxxxxxx, President
_________________________________________________
(Consultant)
Exhibit A
STATEMENT OF SERVICES TO BE PERFORMED BY CONSULTANT
Consultant will provide such marketing, sales and distribution
assistance as may be agreed upon from time to time with the Company. The
Consultant will work to provide contacts with potential distributors for the
Company, market the Company's Internet storefronts, and provide general
consultation and business advice to the Company regarding marketing and
public relations matters.
No specified time requirements are imposed on the Consultant with
respect to any particular services to be rendered hereunder; provided,
however, that the Consultant will act in good faith to perform the services
to be rendered by it hereunder.
