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EXHIBIT 99.1
CONSULTING AND SERVICES AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement"), dated May 2, 2000, and effective as of
January 5, 2000, is made between Xxxx Xxxxxxx, an individual ("Consultant"),
whose address is 000 Xxxxx 000 Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000, and Corpas
Investments, Inc., a Florida corporation ("Client"), having its principal place
of business at 0000 0xx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000.
WHEREAS, Consultant has knowledge and expertise in the management of internet
companies, including development of business opportunities, and information
about publicly traded companies, the use of the media known as the Internet,
and the evaluation of company operations; and
WHEREAS, Consultant desires to be engaged by Client to provide information,
evaluation and consulting services to the Client in his area of knowledge and
expertise on the terms and subject to the conditions set forth herein; and
WHEREAS, Client is a publicly held corporation with its common stock shares
trading on the Over the Counter Bulletin Board under the symbol "CPIM," and
desires to further develop its business and properly managing its existing
e-businesses; and
WHEREAS, Client desires to engage Consultant to provide information, evaluation
and consulting services to Client in his area of knowledge and expertise on the
terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration for those services Consultant provides to
Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to continue to perform for the Client such services
and consulting related to management of the operation of client, and
the evaluation that the company's operations, as well as the
coordination of expansion of business operations and analysis of
expansion opportunities. Consulting services include, but are not
limited to, providing information, evaluation, and analysis with
regard to the operation and expansion of such business.
2. Consideration.
Subject to applicable securities laws and approval by the Company's
Board of Directors, the Consultant shall receive an option to purchase
an aggregate of 400,000 (Four Hundred Thousand) shares of common stock
of the Company (the "Option") pursuant to the Company's 2000 Equity
Incentive Compensation Plan (the "Plan"), which Plan is attached
hereto as Attachment A. Such Option shall be registered pursuant to
Securities and Exchange Commission Form S-8 and shall vest
immediately. The exercise price shall be $1.50, the fair market value
of the Company's Common Stock at the Effective Date of this Agreement,
as determined by the Company's Board of Directors.
3. Confidentiality
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to, product
and business plans, software, technical processes and formulas, source
codes, product designs, sales, advertising relationships, projections
and marketing data ("Confidential Information"). Confidential
Information shall not include information that the receiving party can
demonstrate (a) is, as of the time of its disclosure, or thereafter
becomes part of the public domain through a source other than the
receiving party, (b) was known to the receiving party as of the time
of its disclosure, (c) is independently developed by the receiving
party, or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
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4. Indemnification.
(a) Client
Client agrees to indemnify, defend, and shall hold harmless Consultant
and/or his agents, and to defend any section [sic] brought against
said parties with respect to any claim, demand, cause of action, debt
or liability, including reasonable attorneys' fees to the extent that
such action is based upon a claim that: (i) is true, (ii) would
constitute a breach of any of Client's representations, warranties, or
agreements hereunder, or (iii) arises out of the negligence or willful
misconduct of Client.
(b) Consultant
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any action
brought against same with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees, to
the extent that such an action arises out of the gross negligence or
willful misconduct of Consultant.
(c) Notice
In claiming any indemnification hereunder, the indemnified party shall
promptly provide the indemnifying party with written notice of any
claim, which the indemnified party believes falls within the scope of
the foregoing paragraphs. The indemnified party may, at its expense,
assist in the defense if it so chooses, provided that the indemnifying
party shall control such defense, and all negotiations relative to the
settlement of any such claim. Any settlement intended to bind the
indemnified party shall not be final without the indemnified party's
written consent, which shall not be unreasonably withheld.
6. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next to
the signatures below and terminate one (1) year thereafter. Unless
otherwise agreed upon in writing by Consultant and Client, this
Agreement shall not automatically be renewed beyond its Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar days
written notice, or if prior to such action, the other party materially
breaches any of its representations, warranties or obligations under
this Agreement. Except as may be otherwise provided in this Agreement,
such breach by either party will result in the other party being
responsible to reimburse the non-defaulting party for all costs
incurred directly as a result of the breach of this Agreement, and
shall be subject to such damages as may be allowed by law including
all attorneys' fees and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client shall pay
all unpaid and outstanding fees through the effective date of
termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this
Agreement.
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8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor" relationship
between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are cumulative.
The rights of each of the parties hereunder shall not be capable of
being waived or varied other than by an express waiver or variation in
writing. Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any
other such right. Any defective or partial exercise of any of such
rights shall not preclude any other or further exercise of that or any
other such right. No act or course of conduct or negotiation on the
part of any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any such
right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall insure to the benefit of, the undersigned
parties and their heirs, executors, administrators, representatives,
successors, and permitted assigns.
(d) Entire Agreement
This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof. There are no promises,
agreements, conditions, undertakings, understanding, warranties,
covenants or representations, oral or written, express or implied,
between them with respect to this Agreement or the matters described
in this Agreement, except as set forth in this Agreement. Any such
negotiations, promises, or understandings shall not be used to
interpret or constitute this Agreement.
(e) Assignment.
Neither this Agreement not any other benefit to accrue hereunder shall
be assigned or transferred by either party, either in whole or in
part, without the written consent of the other party, and purported
assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the event
that any provision of this Agreement is found by any court or other
authority of competent jurisdiction to be illegal or unenforceable,
such provision shall be severed or modified to the extent necessary to
render it enforceable and as so severed or modified this Agreement
shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.
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(i) Construction.
Unless the context otherwise requires, when used herein, the singular
shall be deemed to include the plural, the plural shall be deemed to
include each of the singular, and pronouns of one or no gender shall
be deemed to include the equivalent pronoun of the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made, executed and
delivered pursuant to this Agreement, the parties hereto agree to
make, execute and deliver or cause to be made, executed and delivered,
to the requesting party such other instruments and to take such other
actions as the requesting party may reasonably require to carry out
the terms of this Agreement and the transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement shall be
given in writing and may be sent by personal delivery or by mail
(either a. United States mail, postage prepaid or b. Federal Express
or similar generally recognized overnight carrier), addressed as
follows (subject to the right to designate a different address by
notice similarly given):
To Client:
Corpas Investments, Inc.
Attention: Xxxx Love
0000 0xx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
To Consultant:
Mr. Xxxx Xxxxxxx
XX Xxx 0000
Xxxx Xxxx Xxxx, Xxxx 00000
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance with
the laws of the State of Utah without reference to its conflicts of
laws, rules or principles. Each of the parties consents to the
exclusive jurisdiction of the federal courts of the State of Utah in
connection with any dispute arising under this Agreement and hereby
waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non coveniens, to the bringing
of any such proceeding in such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party represents
and warrants that he has the necessary power, consent and authority to
execute and deliver this Agreement on behalf of such party.
(n) Execution in Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
have agreed to and accepted the terms herein on this date, appearing next to
their signatures.
CORPAS INVESTMENTS, INC.
By: /s/ Xxxx Love
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Name: Xxxx Love
Title: CEO
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
