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EXHIBIT 10.5
TRAVELNSTORE, LLC
INDEPENDENT CONTRACTOR AGREEMENT
AGREEMENT, dated July 6, 1998 between TravelnStore, LLC (hereinafter "the
Corporation") and Xxxxxx X. Xxxxxxx (hereinafter "the Independent Contractor").
Now, therefore, the parties hereto agree as follows:
1. EMPLOYMENT. The Corporation shall employ the Independent Contractor, and the
Independent Contractor shall serve the Corporation upon the terms and conditions
hereinafter set forth.
2. TERM AND EXTENSION. The employment of the Independent Contractor hereunder
shall commence on July 15, 1998 and shall continue to and including June 30,
1999.
3. DUTIES. During the period or periods of his employment hereunder, the
Independent Contractor shall serve the Corporation and shall perform any and all
general business consulting services required or requested in connection with
their business. Within the limitations hereinabove provided, the Independent
Contractor will render such other advisory services in connection with the
marketing services of the Corporation as may be requested from time to time by
the officers or directors of the Corporation, without further compensation other
than that for which provision is made in this Agreement.
4. TIME REQUIREMENTS. The Independent Contractor shall devote during the period
ending June 30, 1999 not more than 20% of his entire time, energy and skill to
the duties of his employment hereunder and shall periodically, or at any time
upon the request of the Corporation, submit data as to the time performed.
5. COMPENSATION. The Corporation shall pay to the Independent Contractor for his
services sums in the aggregate amounting to $25,000, during the period of his
employment hereunder. Such aggregate sums shall be paid upon satisfactory
completion of any public stock offering and from the proceeds therefrom, or if
no successful offering is made, at the conclusion of the time period set forth
herein.
6. INDEMNIFICATION AND HOLD HARMLESS PROVISION. The Independent Contractor
agrees hereby to indemnify and hold harmless the Corporation from any and all
claims by the Independent Contractor which may arise out of and in the course of
the performance of his duties hereunder. Any and all claims for unemployment
benefits and or claims for workers' compensation benefits are hereby expressly
waived by the within Independent Contractor who agrees to maintain separate
policies of liability, health, and accident insurance as may be necessary or
required by the Corporation in connection with the performance of its duties
herein.
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7. RELATIONSHIP BETWEEN PARTIES. The Independent Contractor is employed by the
Corporation only for the purposes and to the extent set forth in this Agreement,
and his relation to the Corporation shall, during the period or periods of his
employment and services hereunder, be that of an independent contractor. The
Independent Contractor shall be free to dispose of such portion of his entire
time, energy, and skill during regular business hours as he is not obligated to
devote hereunder to the Corporation in such manner as he sees fit and to such
persons, firms, or corporations as he deems advisable. The Independent
Contractor shall not be considered as having an employee status or as being
entitled to participate in any plans, arrangements, or distributions by the
Corporation pertaining to or in connection with any insurance, pension, stock,
bonus, profit-sharing, or similar benefits for their regular employees.
8. PROFESSIONAL RESPONSIBILITY. Nothing in this Agreement shall be construed to
interfere with, or otherwise affect the rendering of services by the Independent
Contractor in accordance with his independent and professional judgment. The
Independent Contractor shall perform his services in a good and workmanlike
manner and in accordance with generally accepted business practices.
9. ENTIRE AGREEMENT. The within Agreement shall be construed in accordance with
California law and shall constitute the entire Agreement between the parties. In
witness whereof, TravelnStore has caused this Agreement to be executed in its
corporate name by its corporate officers, and Xxxxxx X. Xxxxxxx, the Independent
Contractor hereunder, has set his hand and seal, as of this day and year first
above written.
/s/ XXX XXXXX /s/ XXXXXX X. XXXXXXX
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Xxx Xxxxx, on behalf of Xxxxxx X. Xxxxxxx
TravelnStore
