EX-10.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT, effective November 1, 2000 is entered into
by and between 5G Wireless Communications, Inc., a Nevada Corporation
("Company"), and Xxxxx Xxxxxxx (you).
Whereas, Company wishes to retain you as an independent contractor
providing certain services ("Services") listed below and you wish to
provide the Services;
Whereas, in connection with the performance of the Services, you may
be granted access to or otherwise obtain confidential information that
Company requires be kept highly Confidential;
Now, therefore, the parties agree as follows:
1. Engagement.
The Company hereby engages, and you hereby agree to be engaged, as an
independent contractor to provide management consulting services to
Company under the terms set forth herein. The engagement shall not
be full time and you may work for general public, Clients, or
companies other than Company, except to extent prohibited herein. You
shall be Responsible for any and all taxes, tax withholding, vacation,
or any other payments and expenses, Other than the payments set forth
in this Agreement.
2. Services
In exchange for payments set forth herein, you "Consultant" shall
provide management consulting services for Company, including but not
limited to providing the duties of a corporate Chief Executive Officer
& President. The "Consultant" shall perform the Services in a
professional, ethical, first-class and quality Manner and shall
provide on an ongoing basis, attention and energy to the business and
affairs of the Company and its affiliates, as its business and affairs
now exist and as they hereafter may be charged.
3. Compensation
The Company shall issue 240,000 common shares of the company which
shares will be issued under the terms of Rule 144 and contain the
standard restrictive legend. The shares will be earned by the
"Consultant" on the basis of 1/12 of the issued shares per month.
4. Expenses and Travel
Upon submission of itemized expense statements attached to a monthly
invoice supplied by the "Consultant" in the manner specified by the
Company, the "Consultant" Shall be entitled to reimbursement for
reasonable travel and other reasonable business expenses duly incurred
by the "Consultant" in the performance of duties under this Agreement.
5. Term
The term of this agreement shall be for 12 months unless earlier
terminated in accordance to its terms.
6. Termination
This Agreement shall automatically terminate upon a material breach of
the Agreement which is not cured within thirty days after notice by
the non-breaching party detailing such breach. The Company or the
"Consultant" may terminate this contract on 30 days written notice.
7. Entire Agreement
This Agreement sets forth the entire understanding of the parties,
there being no terms, conditions, promises, warranties or
representations other than those contained herein, and no amendments
hereto shall be valid unless made in writing and signed by the parties
hereto.
8. Severability
If any provision of this agreement is declared of found to be illegal,
unenforceable, or void, in whole or in part, it is the intent and
agreement of both parties that: (i) this agreement shall be deemed
amended by modifying such provisions to the extent necessary to make
it legal, valid and enforceable.
9. Binding Agreement
Each party is fully competent, authorized and empowered to sign this
agreement and bind each party. Each party has taken the necessary
action to make this Agreement fully authorized and binding upon such
party. By signing below, each party agrees to be bound by the terms of
this Agreement.
10. Assignment
Assignment and Transfer. The rights and obligations under this
Agreement shall not be transferable by assignment or otherwise, and
any purported assignment, transfer or delegation thereof shall be
void. This Agreement shall inure to the benefit of, and be binding
upon and enforceable by, any purchaser of substantially all of
Company's assets, any corporate successor to Company or any Assignee
thereof.
11. Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada without regard to conflict of law
principles.
12. Notices
All notices or demands to be given or made under this agreement shall
be transmitted by facsimile, overnight express mail, or registered mail.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date set forth below.
5G Wireless Communications, Inc. Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxxxx, President
