EXHIBIT 10
CONSULTING AGREEMENT
This Consulting Agreement made as of the 11th day of September, 2000
BETWEEN:
Jake Canceli
(hereafter, "Consultant")
0000 XxxXxxxxx Xxxx., 0xx Xxxxx
Xxxxxxx Xxxxx, XX 00000
and
PlanetGood Technologies, Inc. (formerly XxxxxxXxxx.xxx, Inc.)
(hereafter, "Company")
0000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
WHEREAS, Consultant is skilled in providing strategic business planning and
the other services listed in Exhibit A attached hereto (the "Services"), and has
provided these services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to provide
the Services; and
WHEREAS, the Consultant and the Company entered into a Consulting
Agreement, dated September 11, 2000, and wish to correct certain terms and
provisions in such agreement by entering into this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration receipt whereof is hereby acknowledged
it is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms and
conditions of this Consulting Agreement.
2. Consultant shall provide the Services commencing on September 11,
2000.
3. In order to assist Consultant with his duties, the Company will provide
Consultant with such information, as may be required by Consultant. Company will
make available to Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed press releases.
4. Consultant agrees that he/she has not been retained for any of the
following activities and/or purposes.
1. For capital raising or for promotional activities regarding the
Company's securities:
2. To directly or indirectly promote or maintain a market for the
Company's securities.
3. To act as a conduit to distribute S-8 Securities to the general
public.
4. To render investor relations services or shareholder
communications services to the Company.
5. To render advice to the Company regarding the arrangement or
effecting of mergers involving the Company that have the effect
of taking a private company public.
5. In consideration of the services to be provided, Consultant shall
receive 350,000 shares of the Company's common stock.
6. The Company will register these shares pursuant to a registration
statement on Form S-8.
7. During the term of this Agreement, each party may have access to trade
secrets, know how, formulae, customer and price lists all of which are valuable,
special, proprietary and unique assets of each. The parties agree that all
knowledge and information which each other shall acquire during the term of this
Agreement shall be held in trust and in a fiduciary capacity for the sole
benefit of the other party, its successors and assigns, and each agrees not to
publish or divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential information acquired during
their term of this Agreement. At the termination of this Agreement, or at any
other time either party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all memoranda, diaries,
notes, records, plans, specifications, formulae or other documents relating to,
directly or indirectly, to any confidential information made or compiled by, or
delivered or made available to or otherwise obtained by the respective parties.
However, the foregoing provision shall not prohibit Consultant from engaging in
any work at any time following his termination of this Agreement which does not
conflict with the terms of this Agreement.
8. Except as otherwise provided herein, any notice or other communication
to any party pursuant to or relating to this Agreement and the transactions
provided for herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified, and with proper
postage and registration or certification fees prepaid, addressed at their
principal place of business or to such other address as may be designated by
either party in writing.
9. This Agreement shall be governed by and interpreted pursuant to the laws
of the State of California. By entering into this Agreement, the parties agree
to the jurisdiction of the California courts with the venue in Los Angeles,
California. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorneys' fees and
those that may be incurred on appeal.
10. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.
11. This Consulting Agreement supersedes the Consulting Agreement
previously executed by the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
The undersigned hereby agrees to and acknowledges as follows:
"Consultant" "Company"
JAKE CANCELI PLANETGOOD TECHNOLOGIES, INC.
/s/ Jake Canceli By:/s/ Xxx X'Xxxxx
Xxxx Canceli Xxx X'Xxxxx, Vice President
and Secretary
EXHIBIT A
TO CONSULTING AGREEMENT
The Consultant shall provide only the following services pursuant to this
Consulting Agreement:
Assistance in forming strategic alliances and product placement,
development and sales activities.
