CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of November 22,
1999 by and between XxxXxxxxx.xxx inc. ("UTIX"), a Nevada corporation and
Reservision, Inc. ("Consultant"), a Michigan Corporaton.
RECITALS
A. UTIX is a public-company whose Common Stock, with a par value of $.0001 per
share is quoted on the OTC Bulletin Board. UTIX is in the business of selling
tickets and tourist attractions on the Internet.
B. Consultant has experience developing web sites.
C. UTIX wishes to contract for web site development technical expertise.
AGREEMENT
NOW, THEREFORE, it is mutually agreed by and between the Parties as follows:
1. CONSULTING SERVICES. The consulting services contemplated by this Agreement
(the "Consulting Services") shall consist of approximately 40 hours (per
month) of development and support as needed to maintain and improve the
site and may include the following:
a) Develop the UTIX web site to incorporate new services as they are
contracted. Examples of new services include hotel room reservations,
golf reservations, weddings, etc. Technical development can range from
providing HTML to a co-branded web site to more complex back-end
development.
b) Perform routine maintenance on the UTIX web site to ensure it is
functioning appropriately.
c) Identify, recommend and implement key opportunities to build and retain
a steady stream of visitors to XxxXxxxxx.xxx.
d) Optimize the presence of XxxXxxxxx.xxx at the top Internet search
engines.
2. WORK FOR HIRE AND ASSIGNMENT OF PROPRIETARY RIGHTS. Consultant agrees that
any and all changes or suggested changes to any of the Company's assets,
including but not limited to the Company's web sites, that are considered
original works of authorship that are made by Consultant (either solely or
jointly with others) within in the scope of the services provided under
this Agreement and which are protectable by copyright are "works for hire"
pursuant to the United States Copyright Act (17 U.S.C., Section 10).
Consultant hereby assigns and agrees to assign in the future (when first
reduced to practice or first fixed in any tangible medium, as applicable)
to the Company, all Consultant's right, title and interest in and to any
and all Proprietary Rights and Proprietary Information whether or not
patentable or registrable under copyright or similar statutes, made or
conceived or reduced to practice or learned by Consultant, either alone or
jointly with others, during the period of consulting services under this
Agreement. The term "Proprietary Rights" shall mean all trade secret,
patents, copyright, mask work and other intellectual property rights
throughout the world. The term "Proprietary Information" shall mean (i)
trade secrets, inventions, ideas, processes, formulas, source and object
codes, data, programs, other works of authorship, know-how, improvements,
discoveries, developments, designs and techniques, (ii) information
regarding plans for research, development, new products, marketing and
selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers, and (iii) information
regarding the skills and compensation of other employees of the Company.
3. DUTIES EXPRESSLY EXCLUDED. This Agreement expressly excludes the Consultant
from providing any and all capital formation and/or public relations
services to the Company inclusive of, but not limited to (i) direct or
indirect promotion of the Company's securities; (ii) assistance in making
of a market in the Company's securities; and (iii) assistance in obtaining
debt and/or equity financing.
4. CONSIDERATION. The Company shall pay to the Consultant in accordance with
the Schedule set forth below as consideration for the services herein:
a) $3,500 per month (beginning on November 22, 1999), and
b) 15,000 non-qualified common stock purchase options per month
(beginning on November 22, 1999) with an exercise price of $0.01 per
option pursuant to a plan, a vesting date of six months from the date
of each month's issuance and an expiration date of four years from the
date of each month's issuance. The common stock underlying the options
will be registered with the Securities and Exchange Commission ("SEC")
by filing a Form S-8 at the Consultant's request, such request not to
be earlier than ninety (90) days after the Company's Form 10-SB is
effective with the SEC. The number of options will be adjusted
proportionately for any comprehensive changes in the company's capital
structure including stock splits, stock dividends, etc.
5. EXPENSES. UTIX shall bear the Consultant's out-of-pocket costs and expenses
to perform the Consulting Services as long as such costs are pre-approved
by UTIX.
6. TERM. The term of this Agreement commences November 22, 1999 and continues
until terminated by either party (the "Term"). This agreement may be
terminated by either party upon 10 days written notice or in the event
Consultant is in default (as defined below) in the performance of the
Consulting Services, which default is not cured within 10 days following
written notice thereof from UTIX. A "default" occurs when, in UTIX's sole
and exclusive judgment, Consultant is not satisfactorily performing the
Consulting Services.
7. CONSULTANT'S LIABILITY. In the absence of gross negligence or willful
misconduct on the part of the Consultant or the Consultant's breach of any
term of this Agreement, the Consultant shall not be liable to the Company
or to any officer, director, employee, shareholder or creditor of the
Company, for any act or omission in the course of or in connection with the
rendering or providing of services hereunder. Except in those cases where
gross negligence or willful misconduct of the Consultant or the breach by
the Consultant of any terms of this Agreement is alleged and proven, the
Company agrees to defend, indemnify, and hold the Consultant harmless from
and against any and all reasonable costs, expenses and liability (including
reasonable attorney's fees paid in the defense of the Consultant) which may
in any way result from services rendered by the Consultant pursuant to or
in connection with this Agreement. This indemnification expressly excludes
any and all damages as a result of any actions or statements, on behalf of
the Company, made by the Consultant without the prior approval or
authorization of the Company.
8. COMPANY'S LIABILITY. The Consultant agrees to defend, indemnify, and hold
the Company harmless from and against any and all reasonable costs,
expenses and liability (including reasonable attorney's fees paid in
defense of the Company) which may in any way result pursuant to its gross
negligence or willful misconduct or in any connection with any actions
taken or statements made, on behalf of the Company, without the prior
approval or authorization of the Company or which are otherwise in
violation of applicable law.
9. CONSULTANT'S REPRESENTATIONS. The Consultant makes the following
representations:
a) Consultant has no prior or existing legally binding obligations that
are in conflict with its entering into this Agreement;
b) Consultant shall not offer or make payment of any consideration to
brokers, dealers, or others for purposes of inducing the purchase,
making of a market or recommendation for the purchase of the Company's
securities;
c) Consultant is not currently the subject of an investigation or inquiry
by the Securities and Exchange Commission, the NASD, or any state
securities commission;
d) Consultant's activities and operations fully comply with now and will
comply with in the future all applicable state and federal securities
laws and regulations;
e) Consultant understands that, as a result of its services, it may come
to possess material non-public information about the Company, and that
it has implemented internal control procedures designed to reasonably
insure that none of its employees, agents, consultants or affiliates,
trade in the securities of client companies while in possession of
material non-public information;
f) The Consultant at all times shall treat as the Company's confidential
trade secrets all data, information, ideas, knowledge and papers
pertaining to the affairs of the Company. Without limiting the
generality of the foregoing such trade secrets shall include: the
identity of the Company's customers, suppliers and prospective
customers and suppliers; the identity of the Company's creditors and
other sources of financing, the Company's estimating and costing
procedure and the cost and gross prices charged by the Company for its
products; the prices or other consideration charged to or required of
the Company by any of the suppliers or potential suppliers; the
Company's sales and promotional policies; and all information relating
to entertainment programs or properties being produced or otherwise
developed by the Company. The Consultant shall not reveal said trade
secrets to others except in the proper exercise of its duties for the
Company, or use their knowledge thereof in any way that would be
detrimental to the interest of the Company unless compelled to
disclose such information by judicial or administrative process;
provided, however, that the divulging of information shall not be a
breach of this Agreement to the extent that such information was (i)
previously known by the party to which it is divulged, (ii) already in
the public domain, all through no fault of the Consultant, or (iii)
required to be disclosed by Consultant pursuant to judicial or
governmental order. The Consultant shall also treat all information
pertaining to the affairs of the Company's suppliers and customers and
prospective customers and suppliers as confidential trade secrets of
such customers and suppliers and prospective customers and suppliers;
and
g) Consultant agrees to notify the Company immediately if, at any time,
any of the representations and warranties made by the Consultant
herein are no longer true and correct or if a breach of any of the
representations and warranties made by the Consultant herein occurs.
10. COMPANY REPRESENTATIONS. The Company makes the following representations:
a) The Company is in good standing in the state of incorporation, Nevada.
11. ENTIRETY OF AGREEMENT. This Agreement sets forth the entire understanding
of the Parties with respect to the matters contemplated hereby. Any and all
previous agreements and understandings between or among the Parties
regarding the subject matter hereof, whether written or oral, are
superseded by this Agreement. This Agreement shall not be amended or
modified except by written instrument duly executed by each of the Parties.
12. ASSIGNMENT AND BINDING EFFECT. This Agreement may not be assigned without
the prior written consent of the other Party.
13. WAIVER. Any term or provision of this Agreement may be waived at any time
by the Party entitled to the benefit thereof by a written instrument duly
executed by such Party.
14. NOTICES. Any notice, request, demand, waiver, consent, approval or other
communication which is required or permitted hereunder shall be in writing
and shall be deemed given only if delivered personally or sent by
facsimile, or by registered or certified mail, postage prepaid, as follows:
If to UTIX to:
XxxXxxxxx.xxx inc.
0000 X. Xxxxxxx Xx., Xxxxx 00 and 14
Xxx Xxxxx, XX 00000
If to Consultant, to:
Reservision Inc.
000 X. Xxxxx
Xxx Xxxxx, XX 00000
or to such other address as the addressee may have specified in a
notice duly given to the sender as provided herein. Such notice, request,
demand, waiver, consent, approval or other communications will be deemed to have
been given as of the date so delivered, telephoned or mailed.
15. GOVERNING LAW. This Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the State of Nevada.
16. NO BENEFIT TO OTHERS. The representations, warranties, covenants and
agreements contained in this Agreement are for the sole benefit of the
Parties hereto.
17. SEVERABILITY. Any provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall be ineffective to the extent of
such invalidity or unenforceability in such jurisdiction without
invalidating or rendering unenforceable the remaining provisions hereof,
and any such invalidity or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
18. HEADINGS. The headings of this Agreement are inserted solely for the
convenience of reference and are not part of, and are not intended to
govern, limit or aid in the construction of any term or provision hereof.
19. FURTHER ACTS. Each party agrees to perform any further acts and execute and
deliver any further documents that may be reasonably necessary to carry out
the provisions and intent of this Agreement.
20. ACKNOWLEDGMENT CONCERNING COUNSEL. Each party acknowledges that it had the
opportunity to employ separate and independent counsel of its own choosing
in connection with this Agreement.
21. INDEPENDENT CONTRACTOR STATUS. There is no relationship, partnership,
agency, employment, franchise OR joint venture between the parties. The
parties have no authority to bind the other or incur any obligations on
their behalf.
22. COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
on the date first above written.
XXXXXXXXX.XXX INC.
A Nevada corporation
By: ____________________
Name: XxXxxx Xxxxx, President and Director
-----
An _____
By: ____________________
Name: _____, Authorized Signatory
