Exhibit 10.13
Consulting Agreement between
Xxxxxxx Xxxx and xxxxxxxxxxxxxxxx.xxx, Inc.
dated September 1, 1999
Consulting Agreement
This Agreement is made as of the 1st day of September, 1999 by and
between Xxxxxxx Xxxx, (hereinafter "JB") located at 0 Xxxxxxxx Xxxx, Xxxxxx,
X.X. 00000, 92663, and xxxxxxxxxxxxxxxx.xxx, Inc, (hereinafter `THCL" or
"Company") located at 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000,
represented by Xxx Xxxxxxxx COO. Collectively JB and THCL shall be referred
to as "The Parties".
WHEREAS, THCL desires various consulting assistance with specific
regard to one of their properties, The Health Channel more specifically with the
representation of the company to various investors and financial institutions
consistent with the Company's goals.
WHEREAS, THCL wishes to engage the services of JB to coordinate the
related elements and disciplines required to achieve THCL's objectives; and
WHEREAS, JB is willing to provide such services on the terms and
conditions set forth herein. NOW, THEREFORE, in consideration of the covenants
and agreements herein, and for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereby agree as follows:
1. Services Provided. JB agrees to provide to THCL the fill professional
services of its resources and shall work diligently to provide the
following services:
a) Schedule meeting with potential investors and financial
institutions
b) Be present for all meetings including making presentations to
investor's and/or institutions.
c) Be available (upon sufficient notice) for any and all meetings
scheduled by THCL with any investors and/or institutions
The services above are to be performed on a best effort basis only and
should not be construed as a promise or guarantee of performance or its outcome.
THCL may cancel this agreement in writing at any time with sufficient cause and
proof of non-performance. If THCL requests any additional services during the
time of this agreement, said additional services will be outlined within a new
agreement or written amendment hereto, to include any additional compensation.
This contract will remain in force in any such case.
2. Additional Expenses: THCL agrees to pay for or, to reimburse all
additional expenses which may be needed for travel, meals, etc, in
connection with JB's representation of THCL in carrying out its
services. All such additional expenses must be approved in advance in
writing.
3. Services Not Provided: THCL recognizes and agrees that SB is not
providing either accounting or legal services and that SB recommends
that THCL have its own independent legal and/or accounting review of
all related materials. THCL further recognizes and agrees that JB is
not providing any due diligence or evaluation activities with regard to
their operations and the information provided to SB.
4. Reports: Meetings: SB agrees to report its activities on behalf of THCL
on a regular basis. JB may, in consultation with THCL, request that
THCL meet with various individuals and consultants pursuant to the
services set forth in paragraph 1 above, and THCL agrees to attend such
meetings when scheduled in advance.
5. THCL's Interest: SB agrees to represent THCL in a professional manner
at all times, and shall represent THCL's best interest in all dealings
on behalf of THCL.
Need for Information/confidentiality: THCL agrees to provide such
information about its operations, finances, principles, officers, associates,
properties and activities as SB may request from time to time, as such
information is necessary for SB to perform the services set forth in paragraph 1
above; provided, however, SB agrees that it will treat as confidential and
proprietary any information deemed by THCL to be confidential and proprietary,
and to protect the best interest of THCL. THCL further agrees that since the
information requested is essential in the fulfillment of SB's obligation to
THCL, any delay in providing the information requested may cause a delay in the
completion of SB's services for THCL. It is mutually agreed that time is of the
essence in the fulfillment of SB's obligation to THCL.
6. Fees: THCL agrees to pay the following fees to SB for the services
provide by JB as set forth in paragraph 1 above, unless additional
services have been rendered altering this agreement. These fees do not
include any
fees and/or costs, with regard to any other third party needed
in carrying out the services set forth in paragraph 1 above. SB
must receive written permission from THCL to incorporate any third
party, for which these fees would not cover. These fees also do not
include the costs associated with any printing, mailing, general or
express delivery services, etc. above $25.00. All costs over $25.00
will be regularly to the THCL.
a) THCL shall deliver within five days thereafter, a stock
certificate for shares of THCL's Common Stock totaling 22,000
shares. The certificate shall be free and clear of any and all
restrictions or legends of any kind and when issued in
accordance with the terms hereto will be validly issued and
outstanding, fully paid and non-assessable and entitled to the
rights and preferences set forth therein.
7. Independent Contractor: Nothing contained in this Agreement shall make
JB an agent or employee of THCL. Each party shall be deemed an
independent contractor regarding the other, and neither party shall
have the power to bind or commit the other without express written
consent.
8. Non-Circumvention/Confidentiality: Should JB introduce THCL to any
"Sources" be it potential acquisitions, Joint Venture and/or
partnership candidates, etc., including any of SB's financing sources,
THCL agrees not to disclose the identity of any of JB's Sources to any
person not directly associated with this project, and not to
communicate with those sources for any reason without JB's prior
written permission. Furthermore, THCL agrees that neither THCL nor its
employees, agents or consultants will deal with any SB's Sources or
agents introduced to THCL by JB without using SB as their intermediary
for a period of 60 (sixty) months from the date of this Agreement. If a
breach of this provision occurs, THCL shall be held in breech of
contract and will be liable for any, and all loss of wages and damages,
including reimbursement to SB for reasonable court costs, travel,
incidental expenses, and without limitation, attorney's fees incurred
by JB to enforce any of the provisions of this agreement.
9. Arbitration: SB and THCL agree that any disputes arising under this
Agreement shall be submitted to arbitration pursuant to rules,
regulations, and laws governing arbitration in the State of California,
County of Orange, at the time if the dispute, and the parties hereto
agree to be bound by the decision of any such arbitration proceeding.
11. Attorney Fees: In the event SB shall refer to an attorney or any
enforceable entity for collection, THCL agrees to pay all the costs and
expenses incurred in attempting or effecting collection hereunder or
enforcement of the terms of this agreement, including reasonable court
costs, travel, incidental expenses, and without limitation, attorney's
fees incurred by JB to enforce collection of compensation under this
agreement of any other of the provisions of this agreement.
12. Representations and warranties: THCL hereby makes the following
representations and warranties to JB:
a. Organization good standing and power. THCL is a corporation
duly incorporated, validly existing and in good-standing under
the laws of the State of Delaware, registered in good standing
to conduct business in the State of California and has the
requisite corporate power to own, lease and operate it
properties and assets and to conduct its business as it is now
being conducted.
b. Authorization; Enforcement. THCL has the requisite corporate
power and authority to enter into and perform under this
agreement and the terms hereof. The execution, delivery and
performance of this agreement by THCL and the consummation by
it of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action, and no
further consent or authorization of TH CL, or its Board of
Directors or stockholders is required. This agreement has been
duly delivered and when executed by THCL shall constitute a
valid and binding obligation of TH CL, and enforceable against
them including all THCL's subsidiary's and affiliate companies
in accordance with its terms.
c. Issuance of Common Stock. The Common Stock to be issued in
accordance with the compensation section herein have been duly
authorized by all necessary corporate action and, when paid
for or issued in accordance with the terms hereof; will be
validly issued and outstanding, fully paid and non-assessable
and entitled to the rights and preferences set forth therein.
13. Indemnification: Within the limits of law, the parties hereto agree to
indemnify and hold harmless each other including any affiliate
companies, and their respective principles, officers, directors,
controlling persons and employees and any persons retained in
connection with services it performed under this agreement (whether or
not consummated) from and against all claims, damages, losses,
liabilities and expenses as they are incurred (including any legal or
other expenses incurred in connection with investigating or defending
against any such loss, claim, damage or liability or any action in
respect thereof) to the extent they are casually related to information
provided in writing one party to the other and casually related to or
arising out of activities there under. Notwithstanding the forgoing,
neither party shall be liable for indemnity under this Agreement in
respect to any loss, claim, damage, liability or expense primarily
resulted from the other party's willful illegal acts, misconduct or
gross negligence in performing its obligations under this Agreement.
This provision shall survive any termination of this Agreement as well
as the consummation or abandonment of any of the services rendered.
14. Governing Law: This Agreement, its validity, meaning and effect, shall
be determined in accordance with the laws of the State of California,
County of Orange applicable to contracts made and to be performed in
that state.
15. Entire Agreement: This Agreement is an entire agreement between the
parties, and supersedes any and all prior agreements, written or oral.
No changes shall be made in this agreement, except in writing duly
executed by the parities hereto.
16. Facsimile: In the event that this Agreement is forwarded via electronic
facsimile reproduction ("fax machine"), the respective parties agree to
find the Agreement acceptable upon receipt with the authorized,
respective signature(s).
IN WITNESS WHEREOF, persons with power and authority to commit the
parties hereto, have signed this Agreement to be effective as of the date first
above written:
AGREED & ACCEPTED
Xxxxxxx Xxxx
0 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
/s/ Xxxxxxx Xxxx
Date: September 1, 1999
"THCL"
xxxxxxxxxxxxxxxx.xxx, Inc
0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
/s/ Xxx Xxxxxxxx, C.O.O.
Date: September 1, 1999
