EXHIBIT 10.29
CONSULTING AGREEMENT
This CONSULTING AGREEMENT is made and entered into as of September 1, 2005
(the "Agreement") by and between Gateway International Holdings, Inc., a Nevada
corporation (the "Company") having an office at 0000 Xxxx Xxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000 and Mr. Xxxxxxx Xxxxx, an individual currently residing in the
County of Orange, State of California (the "Consultant"). Each of the Company
and the Consultant may hereinafter be referred to individually as a "Party" and
collectively as the "Parties".
1. TERM OF ENGAGEMENT. The Company hereby agrees to retain the Consultant, and
the Consultant hereby agrees to be retained by the Company, upon the terms set
forth in this Agreement, for the period commencing on the date hereof and ending
on the third anniversary of the date hereof (the "Consulting Period").
2. CONSULTING DUTIES. During the Consulting Period, the Consultant agrees to
perform such consulting, advisory and related services to and for the Company as
may be reasonably requested from time to time by the Board of Directors of the
Company (the "Board") in the areas of (i) strategic planning and (ii) financial
advice and planning. The Consultant's services shall be provided at such times
and in such locations as the parties mutually agree. The Consultant shall devote
such time and effort to his services hereunder as the parties mutually agree.
3. FEES AND EXPENSES.
3.1 FEES. In full compensation for his consulting services rendered under
this Agreement, the Company shall compensate the Consultant a base hourly rate
of $130 per hour (the "Base Fee"), payable in accordance with the regular
payroll practices of the Company. As further consideration for the services of
the Consultant rendered pursuant hereto, upon execution hereof, the Company
shall issue to the Consultant 500,000 restricted shares of the Company's common
stock (the "Stock Compensation"). This Stock Compensation is offered for
contributions given over the last eighteen months and anticipated contributions
Consultant will make to the Company during the Consulting Period.
3.2 EXPENSES. The Company shall reimburse the Consultant for all
reasonable travel and other business expenses incurred or paid by the Consultant
in connection with the performance of his duties hereunder, upon presentation by
the Consultant of documentation, expense statements, vouchers and/or such other
supporting information as the Company may request, PROVIDED, HOWEVER, that the
nature and amount of such expenses shall be subject to the Company's expense
policies as in effect from time to time.
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4. INDEPENDENT CONTRACTOR STATUS. The Consultant shall perform his consulting
services as an "independent contractor" and not as an employee or agent of the
Company. The Consultant shall not be entitled to any benefits made available to
employees of the Company.
5. CONFIDENTIAL INFORMATION. The Consultant agrees not to disclose, either
during the Consulting Period or at any time thereafter, to any person not
employed by the Company or not engaged to render services to the Company, any
confidential, proprietary or trade secret information ("Confidential
Information") obtained by the Consultant from the Company; PROVIDED, HOWEVER,
that this provision shall not preclude the Consultant from the use or disclosure
of information known generally to the public (other than that which the
Consultant may have disclosed in breach of this Agreement) or of information not
generally considered confidential or from disclosure required by law or court
order or in the proper conduct of the Company's business. The Consultant agrees
that his obligation not to disclose or use Confidential Information also extends
to Confidential Information of customers of the Company or suppliers to the
Company or other third parties who may have disclosed or entrusted the same to
the Company or to the Consultant in the course of the Company's business.
6. TERMINATION.
6.1 Termination by the Company. The Company may, at its option, terminate
this Agreement (a) immediately for Cause; or (b) by providing 10 calendar days
prior written notice of its intent to terminate this Agreement to the
Consultant. As used herein, the term "Cause" shall mean (a) Consultant's
conviction of, guilty or "no contest" plea to, or confession of guilt of a
felony, (b) a willful act by Consultant which constitutes gross misconduct and
which is materially injurious to the Company, including, but not limited to,
theft, fraud or other illegal conduct, (c) death of the Consultant, and (d) the
physical or mental impairment of the Consultant which limits a major life
activity of the Consultant and which renders Consultant unable to perform the
essential functions of his position, even with reasonable accommodation which
does not impose an undue hardship on the Company, which condition continues for
more than 30 consecutive days or 45 days out of a 90 consecutive day period.
6.2 Termination by Consultant. Consultant may terminate this Agreement for
any reason whatsoever by giving 10 calendar days prior written of termination to
the Company.
7. MISCELLANEOUS.
7.1 NOTICES. All notices, requests, demands and other communications to be
given hereunder shall be in writing and shall be deemed to have been duly given
on the date of personal service or transmission by fax if such transmission is
received during the normal business hours of the addressee, or on the first
business day after sending the same by overnight courier service or by telegram,
or on the third business day after mailing the same by first class mail, or on
the day of receipt if sent by certified or registered mail, addressed to such
party's principal place of business as set forth immediately below such party's
signature to this Agreement, Preamble, or at such other address as any party may
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hereafter indicate by notice delivered as set forth in this Section 7.1.
7.2 BINDING AGREEMENT; ASSIGNMENT. This Agreement shall constitute the
binding agreement of the parties hereto, enforceable against each of them in
accordance with its terms. This Agreement shall inure to the benefit of each of
the parties hereto, and their respective heirs, personal representatives,
successors and assigns. This Agreement may not be assigned by either party,
whether by operation of law or by contract, without the prior, written consent
of the other party hereto.
7.3 ENTIRE AGREEMENT. This Agreement constitutes the entire and final
agreement and understanding among the parties with respect to the subject matter
hereof and the transactions contemplated hereby, and supersedes any and all
prior oral or written agreements, statements, representations, warranties or
understandings by any party, all of which are merged herein and superseded
hereby.
7.4 GOVERNING LAW; VENUE. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of California
applicable to the performance and enforcement of contracts made within such
state, without giving effect to the law of conflicts of laws applied thereby. In
the event that any dispute shall occur between the parties arising out of or
resulting from the construction, interpretation, enforcement or any other aspect
of this Agreement, the parties hereby agree to accept the exclusive jurisdiction
of the Courts of the State of California sitting in and for the County of
Orange. In the event either party shall be forced to bring any legal action to
protect or defend its rights hereunder, then the prevailing party in such
proceeding shall be entitled to reimbursement from the non-prevailing party of
all fees, costs and other expenses (including, without limitation, the
reasonable expenses of its attorneys) in bringing or defending against such
action.
7.5 SPECIFIC PERFORMANCE; REMEDIES CUMULATIVE. The parties hereby agree
with each other that, in the event of any breach of this Agreement by any party
where such breach may cause irreparable harm to any other party, or where
monetary damages may not be sufficient or may not be adequately quantified, then
the affected party or parties shall be entitled to specific performance,
injunctive relief or such other equitable remedies as may be available to it,
which remedies shall be cumulative and non-exclusive, and in addition to such
other remedies as such party may otherwise have at law or in equity.
7.6 SEVERABLE PROVISIONS. The provisions of this Agreement are severable,
and if any one or more provisions is determined to be illegal, indefinite,
invalid or otherwise unenforceable, in whole or in part, by any court of
competent jurisdiction, then the remaining provisions of this Agreement and any
partially unenforceable provisions to the extent enforceable in the pertinent
jurisdiction, shall continue in full force and effect and shall be binding and
enforceable on the parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
GATEWAY INTERNATIONAL HOLDINGS, INC.
By: /s/Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Its: President
CONSULTANT
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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