CONSULTING AGREEMENT
This agreement is made as of August 27, 1996, between and among Xxxxxx Xxxxxxxx
Management Co. ( the COMPANY), having its principal address at 000 Xxxxxxxxxx
Xxxxxx Xxxxx, Xxx Xxxxx, XX 00000, and Xxxxx Xxxxxx ( CONSULTANT), WHEREAS, the
COMPANY desires to retain the services of CONSULTANT.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree to the following:
1. Retention as Consultant. The COMPANY hereby retains the CONSULTANT as
an independent contractor to render services on an advisory and consultant basis
with respect to various matters relating to the casino operations of the
COMPANY. CONSULTANT shall perform such consulting services as are reasonably
requested from time to time by the COMPANY.
2. Term. The term of the CONSULTANT'S retention hereunder shall be for a
term of months and shall commence on the date hereof. This agreement shall
continue in force for the initial term indicated, subject to the right of either
party to terminate it upon sixty (60) days with written notice to the other. The
CONSULTANT shall be compensated in accordance with this Agreement for the
services rendered and qualified expenses incurred prior to the effective date of
notice of termination. Unless notified otherwise, this Agreement shall renew on
a month to month basis upon the expiration of the initial term indicated.
3. Payment for Services, Expenses. For services rendered pursuant
to this agreement, the COMPANY shall pay to the CONSULTANT the compensation and
expenses set forth in Exhibit "A", attached hereto. All compensation and
expenses incurred will be billed monthly. Payment is due at the address
appearing on the invoice within thirty (30) days.
4. Confidential Information. CONSULTANT shall not disclose to any third
parties, without the prior consent of the COMPANY, any information designated by
the COMPANY as confidential or trade secrets except as required by law. The
COMPANY shall not disclose to any third party, without the prior consent of the
CONSULTANT, any information designated by the CONSULTANT as confidential or
trade secrets except as required by law. Information that is part of the public
domain or a matter of public record shall not be considered confidential or a
trade secret.
5. Documents and Usage. The COMPANY shall retain sole right and title
to all reports, and other documents resulting from the CONSULTANT'S performance
underthis agreement ("Documents"). The CONSULTANT shall not use the documents to
disseminate information to any third party without prior written consent of the
COMPANY.
6. Assignment; Binding Effect. Neither this Agreement nor any
duties or obligations under this Agreement may be assigned by either party
without the prior written consent of the other party.
7. Interpretation: Severability. Whenever possible, each
provision of this Agreement shall be interpreted in such manner as to be valid
and effective under applicable law. If any provision of this Agreement shall be
unlawful, void or for any reason unenforceable, it shall be deemed separable
from, and shall in no way affect the validity or enforceability of, the
remaining provisions of this Agreement, and the rights and obligations of the
parties shall be enforced to the fullest extent possible.
8. Compensation. Monthly retainer will be $2,000 per month. The
compensation of the CONSULTANT shall be subject to re-negotiation upon each
renewal of this Agreement.
Expenses. The COMPANY shall reimburse to CONSULTANT all
reasonable expenses, within the limits established by the COMPANY, incurred in
the services provided by the CONSULTANT. CONSULTANT shall provide to COMPANY a
detailed itemization and copies of receipts.
Insurance. The COMPANY shall allow CONSULTANT to participate
in the COMPANY'S group insurance plan. CONSULTANT shall be responsible to make
all payments for such coverage.
9. Entire Agreement. This Agreement contains the entire agreement of the parties
with respect to the subject matter hereof, and supersedes any prior oral or
written agreements or negotiations with respect to the subject matter hereof.
This Agreement cannot be modified or terminated or any performance or condition
waived, in whole or in part, except by a writing signed by the party against
whom enforcement of the modification, termination or waiver is sought. The
waiver of any breach of any term or condition of this Agreement shall not be
deemed to constitute the waiver of any other breach of the same or any other
term or condition.
Xxxxxx Xxxxxxxx Management Company
By:
Its:
