Exhibit 10.12
Consulting Agreement with Ocean View Management Group, LLC,
dated July 13, 1999
Consulting Agreement
This Agreement is made as of the 13th day of July, 1999 by and between
OCEAN VIEW MANAGEMENT GROUP, LLC, (hereinafter "OVMG") located at 0000 X. Xxxxx
Xxxxxxx, Xxxxxxx Xxxxx XX, 00000, AND XXXXXXXXXXXXXXXXX.XXX, INC., INCLUDING ALL
ITS SUBSIDIARY AND/OR AFFILIATE COMPANY'S, (hereinafter "THCL" or "Company")
located at 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, represented by
Xxx Xxxx, President & Xxx Xxxxxxxx COO. Collectively OVMG and THCL shall be
referred to as "The Parties".
WHEREAS, THCL desires various consulting assistance with specific
regard operational and financial management of xxxxxxxxxxxxxxxx.xxx, Inc and its
proposed acquisitions, strategic alliances, joint ventures and/or partnerships
("Strategic Ventures") consistent with the Company's goals.
WHEREAS, THCL wishes to engage the services of OVMG to coordinate the
related elements and disciplines required to achieve THCL's objectives; and
WHEREAS, OVMG is willing to provide such services on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the covenants and agreements herein, and for
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereby agree as follows:
SERVICES PROVIDED. OVMG agrees to provide to THCL the full professional services
of its resources and shall work diligently to provide the following services:
- Establish an acceptable standard ("System") for all aspects of accounting
for THCL and all its Strategic Ventures.
- Insure all data inputted into said information is true and correct and
coincides with all receivable and payables.
- Insure all information prepared and submitted to any payroll company THCL
may be currently working with (if applicable) is appropriately submitted
and true and correct.
- Insure all THCL and its Strategic Ventures bank accounts are properly
balance.
- Prepare and issue all requisite checks for payment of account payables.
- Prepare, review and submit each month's balance sheet, income statement and
account reconciliation consistent with THCL's system. All information is to
be maintained within a separate file and available on call to THCL.
- Cash management services.
The services above are to be performed on a best effort basis only and should
not be construed as a promise or guarantee of performance or its outcome. THCL
may cancel this agreement in writing at any time with sufficient cause and proof
of non-performance. If THCL requests any additional services during the time of
this agreement, said additional services will be outlined within a new agreement
or written amendment hereto, to include any additional compensation. This
contract will remain in force in any such case.
ADDITIONAL EXPENSES: THCL agrees to pay for or, to reimburse all additional
expenses which may be needed for travel, meals, etc, in connection with OVMG's
representation of THCL in carrying out its services. All such additional
expenses must be approved in advance in writing.
SERVICES NOT PROVIDED: THCL recognizes and agrees that OVMG is not providing
either accounting or legal services and that OVMG recommends that THCL have its
own independent legal and/or accounting review of all related materials. THCL
further recognizes and agrees that OVMG is not providing any due diligence or
evaluation activities with regard to their operations and the information
provided to OVMG.
REPORTS; MEETINGS: OVMG agrees to report its activities on behalf of THCL on a
regular basis. OVMG may, in consultation with THCL, request that THCL meet with
various individuals and consultants pursuant to the services set forth in
paragraph 1 above, and THCL agrees to attend such meetings when scheduled in
advance.
THCL'S INTEREST: OVMG agrees to represent THCL in a professional manner at all
times, and shall represent THCL's best interest in all dealings on behalf of
THCL.
NEED FOR INFORMATION/CONFIDENTIALITY: THCL agrees to provide such information
about its operations, finances, principles, officers, associates, properties and
activities as OVMG may request from time to time, as such information is
necessary for OVMG to perform the services set forth in paragraph 1 above;
provided, however, OVMG agrees that it will treat as confidential and
proprietary any information deemed by THCL to be confidential and proprietary,
and to protect the best interest of THCL. THCL further agrees that since the
information requested is essential in the fulfillment of OVMG's obligation to
THCL, any delay in providing the information requested may cause a delay in the
completion of OVMG's services for THCL. It is mutually agreed that time is of
the essence in the fulfillment of OVMG's obligation to THCL.
FEES: THCL agrees to pay the following fees to OVMG for the services provide by
OVMG as set forth in paragraph 1 above, unless additional services have been
rendered altering this agreement. These fees do not include any fees and/or
costs, with regard to any other third party needed in carrying out the services
set forth in paragraph 1 above. OVMG must receive written permission from THCL
to incorporate any third party, for which these fees would not cover. These fees
also do not include the costs associated with any office operation, i.e., phone,
supplies, printing, mailing, general or express delivery services, etc. above
$25.00. All costs over $25.00 will be billed regularly to the THCL.
At signing of this Agreement THCL shall delivered in good standing, in the name
of Ocean View Management L.L.C. or its nominee a stock certificate representing
75,000 SHARES of THCL COMMON STOCK and when delivered under the terms hereof,
will be validly issued and outstanding, fully paid and non-assessable and
entitled to the rights and preferences set forth therein. will be considered
At signing of this agreement a cash payment of $3,000.00. Subsequent cash
payments in the amount of $3,000.00 will be due at the beginning of each and
every month thereafter during the term of this agreement until this agreement is
modified and/or terminated.
INDEPENDENT CONTRACTOR: Nothing contained in this Agreement shall make OVMG an
agent or employee of THCL. Each party shall be deemed an independent contractor
regarding the other, and neither party shall have the power to bind or commit
the other without express written consent.
NON-CIRCUMVENTION/CONFIDENTIALITY: Should OVMG introduce THCL to any "Sources"
be it potential acquisitions, Joint Venture and/or partnership candidates, etc.,
including any of OVMG's financing sources, THCL agrees not to disclose the
identity of any of OVMG's Sources to any person not directly associated with
this project, and not to communicate with those sources for any reason without
OVMG's prior written permission. Furthermore, THCL agrees that neither THCL nor
its employees, agents or consultants will deal with any OVMG's Sources or agents
introduced to THCL by OVMG without using OVMG as their intermediary for a period
of 60 (sixty) months from the date of this Agreement. If a breach of this
provision occurs, THCL shall be held in breech of contract and will be liable
for any, and all loss of wages and damages, including reimbursement to OVMG for
reasonable court costs, travel, incidental expenses, and without limitation,
attorney's fees incurred by OVMG to enforce any of the provisions of this
agreement.
ARBITRATION: OVMG and THCL agree that any disputes arising under this Agreement
shall be submitted to arbitration pursuant to rules, regulations, and laws
governing arbitration in the State of California, County of Orange, at the time
if the dispute, and the parties hereto agree to be bound by the decision of any
such arbitration proceeding.
ATTORNEY FEES: In the event OVMG shall refer to an attorney or any enforceable
entity for collection, THCL agrees to pay all the costs and expenses incurred in
attempting or effecting collection hereunder or enforcement of the terms of this
agreement, including reasonable court costs, travel, incidental expenses, and
without limitation, attorney's fees incurred by OVMG to enforce collection of
compensation under this agreement of any other of the provisions of this
agreement.
Representations and warranties: THCL HEREBY MAKES THE FOLLOWING REPRESENTATIONS
AND WARRANTIES TO OVMG:
a. Organization good standing and power. THCL is a corporation duly
incorporated, validly existing and in good-standing under the laws of the State
of Delaware, registered in good standing to conduct business in the State of
California and has the requisite corporate power to own, lease and operate it
properties and assets and to conduct its business as it is now being conducted.
b. Authorization; Enforcement. THCL has the requisite corporate power and
authority to enter into and perform under this agreement and the terms hereof.
The execution, delivery and performance of this agreement by THCL and the
consummation by it of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action, and no further consent or
authorization of THCL, or its Board of Directors or stockholders is required.
This agreement has been duly delivered and when executed by THCL shall
constitute a valid and binding obligation of THCL, and enforceable against them
including all THCL's subsidiary's and affiliate companies in accordance with its
terms.
c. Issuance of Common Stock. The Common Stock to be issued in accordance with
the compensation section herein have been duly authorized by all necessary
corporate action and, when paid for or issued in accordance with the terms
hereof, will be validly issued and outstanding, fully paid and non-assessable
and entitled to the rights and preferences set forth therein.
INDEMNIFICATION: Within the limits of law, the parties hereto agree to indemnify
and hold harmless each other, including any affiliate companies, and their
respective principles, officers, directors, controlling persons and employees
and any persons retained in connection with services it performed under this
agreement (whether or not consummated) from and against all claims, damages,
losses, liabilities and expenses as they are incurred (including any legal or
other expenses incurred in connection with investigating or defending against
any such loss, claim, damage or liability or any action in respect thereof) to
the extent they are casually related to information provided in writing one
party to the other and casually related to or arising out of activities
thereunder. Notwithstanding the forgoing, neither party shall be liable for
indemnity under this Agreement in respect to any loss, claim, damage,
liabilities or expense primarily resulted from the other party's willful illegal
acts, misconduct or gross negligence in performing its obligations under this
Agreement. This provision shall survive any termination of this Agreement as
well as the consummation or abandonment of any of the services rendered.
GOVERNING LAW: This Agreement, its validity, meaning and effect, shall be
determined in accordance with the laws of the State of California, County of
Orange applicable to contracts made and to be performed in that state.
ENTIRE AGREEMENT: This Agreement is an entire agreement between the parties, and
supersedes any and all prior agreements, written or oral. No changes shall be
made in this agreement, except in writing duly executed by the parities hereto.
FACSIMILE: In the event that this Agreement is forwarded via electronic
facsimile reproduction ("fax machine"), the respective parties agree to find the
Agreement acceptable upon receipt with the authorized, respective signature(s).
IN WITNESS WHEREOF, persons with power and authority to commit the parties
hereto, have signed this Agreement to be effective as of the date first above
written:
AGREED & ACCEPTED
"OVMG"
Ocean View Management Group LLC
0000 X. XXXXX XXXXXXX XXXX # 000
XXXXXXX XXXXX, XX 00000
/s/XXXXXXX XXXXXX
-----------------
XXXXXXX XXXXXX, EXECUTIVE DIRECTOR
DATE: JULY 13, 1999
"THCL"
XXXXXXXXXXXXXXXX.XXX., INC
0000 XXXXX XXXXXX
XXXXX 0000
XXXXXXX XXXXX, XX 00000
/s/ XXXXXX X. XXXX /s/ XXXXXX X. XXXXXXXX
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XXX XXXX XXX XXXXXXXX
PRESIDENT VICE-PRESIDENT, C.O.O., C.F.O.
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TITLE TITLE
DATE: JULY 13, 1999 DATE: JULY 13, 1999
