EXHIBIT 10.49
PROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into this 2nd day of April, 1998, by and between
WATERMARC FOOD MANAGEMENT CO., a Texas corporation, with offices located at
00000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (hereinafter called
"Company"), and Xxxxxx Xxxxxxxxx, with offices located at 00000 Xxxx Xxxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000 (hereinafter called "Consultant").
WITNESSETH
That for and in consideration of the mutual covenants and agreements contained
herein, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Consultant shall provide the following Professional Services in accordance
with the terms and conditions of this Agreement:
Operational consulting services to Company and its subsidiaries.
2. As compensation for the above-referenced services, Company shall issue to
Consultant stock options to purchase One Hundred Thousand (100,000) shares of
the Company's Common Stock at an exercise price of $.14 per share vesting over a
period of three (3) years in the following manner: 33,000 shares on April 2,
1999, an additional 33,000 shares on April 2, 2000, and the remainder of 34,000
on April 2, 2001.
3. Consultant warrants that it will perform the Professional Services with the
highest degree of care and skill practiced by other members of Consultant's
profession performing similar Professional Services.
4. Consultant agrees that any writings, specifications or other documents used
in or generated by the conduct of the Professional Services are works made for
hire, prepared at the request of Company for the sole use of Company and paid
for by Company, and, as such, all copyrights and other proprietary rights in
said writings, specifications or other documents belong exclusively to and are
expressly reserved and owned by Company. Consultant shall keep such information,
and all other information obtained by it or provided to it by Company regarding
the Company's business, including but not limited to trade secrets and
proprietary information, confidential and shall not release any such information
to third parties at any time during or after the term of this Agreement. At the
end of this Agreement, Consultant shall return all of Company's property which
is then in its possession to Company.
5. Consultant shall do and perform the Professional Services required hereunder
as an independent contractor. Nothing in this Agreement shall be construed as
establishing or creating a relationship of master and servant or principal and
agent between Company and Consultant. Consultant shall not have the authority to
contractually bind, obligate or otherwise make any agreements for or on behalf
of Company.
6. Consultant agrees to perform all Professional Services in accordance with all
applicable federal, state and local laws, regulations and ordinances.
7. This Agreement is personal to Consultant and Consultant shall not assign or
subcontract this Agreement or any part thereof nor assign to any other person or
persons all or part of the remuneration due or which may become due to
Consultant hereunder.
8. This Agreement represents the entire agreement between the parties and
supersedes all prior negotiations, representations or agreements, either written
or oral. This Agreement may only be amended by a written agreement signed by
both parties.
9. This Agreement shall have an initial term of three (3) years from the date
hereof, but may be terminated by either party at any time with or without cause
upon the giving of prior written notice to the other party. If this Agreement is
terminated by either party for any reason prior to the expiration of the initial
term, any stock options not fully vested at the time of termination shall
expired pursuant to the terms of the Stock Option Agreement executed
contemporaneously herewith.
10. If any one or more provisions of this Agreement shall be found to be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
11. This Agreement shall be construed and governed in accordance with the laws
of the State of Texas.
This Agreement is entered into on the date first written above.
WATERMARC FOOD MANAGEMENT CO. XXXXXX XXXXXXXXX
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Company Consultant
By: /s/ XXXXXX X. XXXXXXXXXX /s/ XXXXXX XXXXXXXXX
Xxxxxx X. Xxxxxxxxxx
Title: President
