EXHIBIT 10.13
CONSULTING AGREEMENT
AGREEMENT MADE this 5 day of November, 1999, by and between Xxxxx X. Xxxx
whose mailing address is 0000 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000 (herein referred
to as "ERD"), and Platinum & Gold, Inc., a Nevada corporation with its principal
office and place of business located at 00000 X.X. 00 Xxxxx, Xxxxxxx, Xxxxxxx,
00000 (hereinafter referred to as "P&G ").
WHEREAS, P&G is engaged in the business of providing alternative
entertainment solutions; and
WHEREAS, P&G is desirous of utilizing ERD's services as a consultant with
respect to finance solutions, accounting, and business services;
NOW THEREFORE, in consideration of the mutual promises herein contained and
other good and valuable consideration, the receipt and sufficiency of which
being hereby acknowledged, the parties do hereby agree as follows:
1. Retention as Consultant
A. ERD shall act as consultant to P&G. In such capacity, to
the extent deemed reasonable by mutual agreement of ERD and P&G, and at the
reasonable convenience of ERD, ERD shall provide services and consultation on
matters connected with the Business, including, but not limited to, various
verbal or written advice on business and finance issues of P&G, attendance at
meetings, interviews, or other scheduled events at P&G's corporate offices or
other locations; guidance and advice on contracts and events leading up to
publicly trading of P&G 's stock and other mutually-agreeable duties or
functions. The services to be performed in connection with this agreement are
not in connection with the offer or sale of securities in a capital-raising
transaction, and ERD will not directly or indirectly promote or maintain a
market for the Company's securities. No more than fifty (50) hours of consulting
services shall be scheduled in any seven (7) day period unless mutually agreed
to by the parties. It is expressly understood and agreed that ERD, or any of its
employees, shall not be an employee of P&G. ERD shall provide up to 1,000 hours
of consulting under this Agreement for each week of time beginning upon the
execution of this Agreement.
B. Any requests for ERD's services shall be made solely by
Xxxxx Xxxx, the designated representative of P&G.
C. All consulting time of ERD shall be rounded to the nearest
one-quarter hour of consulting. For example, a one hour fifty minute meeting
shall be deemed to be two (2) consulting hours under this Agreement. A
consulting request for ERD to be at a meeting at P&G's corporate offices or any
other location shall be counted as three (3) hours or the actual time spent,
whichever is greater.
D. ERD shall provide a monthly report to P&G which summarizes
all consulting activity performed by ERD in the previous 30 days, as well as a
total of all consulting hours performed to date.
2. Practice by Consultant.
Consulting Agreement
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Except as provided herein, nothing in this Agreement shall prevent ERD
or its principals from (a) providing consulting services to any person,
individuals, partnerships, corporations or other entities; (b) becoming an
employee, officer or director of another person, individual, partnership,
corporation, or other entity.
3. Compensation.
A. As consideration for the services hereunder, P&G shall pay to
ERD, within five (5) business days of P&G 's 100% acceptance, the
sum indicated by the milestones indicated below:
- Upon execution of this consulting agreement, 200,000 shares
of P&G, Inc. common stock pursuant to rule 701 of the
Security Act of 1933 will be transferred into Xxxxx X. Xxxx
name.
- Completion of Reverse Merger $0
- Completion of Business Plan - $0
- Completion of Company Audit - $0
- Completion of Offering Memorandum and Subscription Agreement
- $0
- Preparation of Investor Package - $0
- Completion of Investor Schedule and Milestone Chart for
Public Trading - $0
- Development of File System fo Managing Stock Certificates
and Communications with shareholders - $20,000
- Submission of 15-C-211 to Market Maker - $0
- Approval From NASDAQ to begin Trading - $0
1. The above mentioned prices do not include approved expenses, for
the months of November 1999 through October 2000. All payments
are due within 5 business days of submission of proof o meeting
the stated milestones or withi 20 business days for approved
expenses which were submitted by ERD to P&G for reimbursement.
C. All payments due ERD hereunder shall b made regardless of the
number of hours of consulting performed by ERD. After the total
of 1,000 hours has been performed, P&G may contract for up to 500
additional hours with ERD at the rate of $100.00 per hour.
D. P&G shall have the option of pre-payin any and all amounts due
hereunder.
4. Duration and Termination.
As to ERD's obligations to perform to milestones or hours hereunder,
ERD shall be obligated to perform services hereunder until ERD has performed a
total 1,000 hours of consulting or until November 2000, which ever first occurs.
The terms of this Agreement shall be for one (1) year beginning upon the first
day of the month which this Agreement was executed. Either party may cancel this
Agreement with thirty (30) days notice at any time but P&G shall be responsible
for payment to ERD of any milestone payments due as a result of services
provided and proof demonstrated of those services by ERD.
This Agreement is renewable upon the mutual written consent of both parties
within thirty (30) days from the termination date of November 4, 2000. Prior to
the renewal of this Agreement pursuant to the
Consulting Agreement
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preceding paragraph, the total of consulting hours under this Agreement shall be
renegotiated for the next renewal term.
5. Arbitration of Disputes.
All disputes, claims, and questions regarding the rights and
obligations of the parties under the terms of this Agreement shall first be
submitted to mediation. In the event the mediation is unable to resolve such
dispute(s), then either party may make a demand for arbitration by filing such
demand in writing with the other party within thirty (30) days after the dispute
first arises. Thereafter, arbitration shall be conducted by three arbitrators,
sitting in Palm Beach, Florida, and acting under the rules of the American
Arbitration Association.
INITIALS OF PARTIES ACKNOWLEDGING THIS CLAUSE NO. 5: /s/ CN /s/ ERD
6. Confidentiality.
In further consideration of the payment of the aforesaid sum, the
parties do hereby agree that for a period of thirty (30) months from the date of
this Agreement all accounting information, client data, letters, documents, and
all other materials, whether written or oral, and in all other tangible or
intangible forms, relating to the Business; all technical, financial, legal or
business information related to any of the parties involved in the Business
herein; and all other aspects of the Business, all of which of the above being
deemed to be confidential and proprietary information, are and shall remain
confidential and shall not be disclosed to anyone except as may be required for
disclosure to governmental agencies, compliance with any directives of any
Courts, and reporting on any income tax return.
7. Default.
No party shall be in default under this Agreement, until written
notification of a claimed default is received by the perceived defaulting party
and such stated default is not cured within 30 days notice to the defaulting
party.
8. Entire Agreement.
This Agreement shall constitute the entire agreement between the
parties hereto and any prior understanding or representation of any kind
preceding the date of this Agreement shall not be binding by either party except
to the extent incorporated in this Agreement.
9. Modification of Agreement.
Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party hereto or by an authorized
representative of each party hereto.
10. Notices.
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Any notice provided for or concerning this Agreement shall be in
writing and be deemed sufficiently given once sent by certified or registered
mail return receipt requested if sent to the respective address of each such
party who is to receive notice, and shall be directed as follows:
TO ERD: Xxxxx X. Xxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
TO P&G: Platinum & Gold, Inc.
ATTN: Xxxxx Xxxx
00000 X.X. 00 Xxxxx
Xxxxxxx, Xxxxxxx 00000
11. Governing Law.
It is agreed that this Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Florida.
12. Effect of Partial Invalidity.
The invalidity of any portion of this Agreement will not and shall not
be deemed to affect the validity of any other provision. In the event that any
provision of this Agreement is held to be invalid, the parties hereto agree that
the remaining provisions shall be deemed in full force and effect as if they had
been executed by both parties subsequent to the deletion of the invalid
provision.
13. Assignment of Duties to Related Corporations of P&G.
The parties acknowledge and agree that the obligations of ERD hereunder
may be performed for P&G, or such other related corporations as may be directed
by P&G.
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IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed on the date first written above with intent to be legally bound.
XXXXX X. XXXX
By: /s/ Xxxxx Xxxx
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Title: Consultant
ATTEST:
/s/ Xxxxxx Xxxxxx
Corporate Secretary
[Affix Seal Here]
PLATINUM & GOLD, INC.
By: /s/ Xxxxx Xxxx
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Title: President, CEO
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