This Agreement is made as
of this September 10, 2002, by and between Nantucket Industries, Inc.,
(“the Company”) a corporation duly organized and existing under the
laws of Delaware, with offices at 00 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx
00000 and XX Xxxxxx (“the Consultant”) with his address at 000 Xxxxxx
Xxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000.
WHEREAS, the Company is
engaged in the business of distributing and dispensing custom hearing aids, and
presently has its common stock quoted on the OTC Bulletin Board.
WHEREAS, the Consultant
will provide management and business strategy consulting services to the
Company, advise the Company’s directors in maintaining its accounting and
business reporting records, advise the Company regarding potential
merger/acquisition proposals and assist the Company in maintaining relationships
with development team members, in particular, physicians, and regulatory
professionals. The Consultant will use his best efforts to assist the Company in
obtaining contracts with various Florida based nursing home, extended care,
senior care, day care and assisted living facilities and will use his best
efforts to assist the Company in obtaining reimbursement contracts with Florida
based PPOs, HMOs and secondary payment organizations (collectively all of such
services shall be known as the “Consulting Services”),
WHEREAS, the Company wishes
to retain the services of the Consultant on the following terms and conditions:
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1. |
The Company hereby retains the services of the Consultant for a period of two
years commencing on the date of the agreement is signed. In exchange for the
Consulting Services, the Consultant shall receive ninety thousand dollars
($90,000) worth of the Company’s common stock. Services of the Consultant
shall not directly or indirectly promote or maintain a market for the
Company’s securities and are not and will not be provided in connection
with a capital raising transaction for the Company. |
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2. |
The Consultant shall, employing his best efforts, assist the Company by the providing
the services set forth above. |
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3. |
The Consultant shall be an independent contractor and shall have no right or
authority to assume or create any obligations or responsibility, express or
implied, on behalf of or in the name of the Company, unless specifically
authorized in writing by the Company. No provision of this Agreement shall be
construed to preclude consultant from pursuing other projects. |
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4. |
The Consultant (including any person or entity acting for or on behalf of the
Consultant) shall not be liable for any mistakes of fact, errors of judgment,
for losses sustained by the Company or any subsidiary or for any acts or
omissions of any kind, unless caused by the negligence or intentional misconduct
of the Consultant or any person or entity acting for or on behalf of the
Consultant. |
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5. |
The Company and its present and future subsidiaries jointly and severally, agree
to indemnify and hold harmless the Consultant against any loss, claim, damage or
liability whatsoever, (including reasonable attorneys’ fees and expenses),
to which such indemnified party may become subject as a result of performing any
act (or omitting to perform any act) contemplated to be performed by the
Consultant pursuant to this Agreement if such act or omission did not violate
the provisions of Section 4 of this Agreement. So long as the Company has not
provided counsel to the indemnified party in accordance with the terms of this
Agreement, the Company and its subsidiaries agree to reimburse the defense of
any action or investigation |
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(including
reasonable attorney’s fees and expenses), subject to any understanding from
such indemnified party to repay the Company or its subsidiaries if it is
ultimately determined that such indemnified party is not entitled to such
indemnity. In case any action, suit or proceeding shall be brought or
threatened, in writing, against any indemnified party, it shall notify the
Company within twenty (20) days after the Indemnified Party receives notice of
such action, suit or such threat. The Company shall have the right to appoint
the Company’s counsel to defend such action, suit or proceeding, provided
that such indemnified party consents to such representation by such counsel,
which consent shall not be unreasonably withheld. In the event any counsel
appointed by the Company shall not be acceptable to such indemnified party, then
the Company shall have the right to appoint alternative counsel for such
indemnified party reasonably acceptable to such indemnified party, until such
time as acceptable counsel can be appointed. In any event, the Company shall, at
its sole cost and expense, be entitled to appoint counsel to appear and
participate as co-counsel in the defense thereof. The indemnified party, or its
co- counsel, shall promptly supply the Company’s counsel with copies of all
documents, pleadings and notices which are filed, served or submitted in any of
the aforementioned. No indemnified party shall enter into any settlement without
the prior written consent of the Company, which consent shall not be
unreasonable withheld. |
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6. |
This Agreement shall be binding upon the Company and the Consultant and their
successors and assigns. |
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7. |
If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever, (i) the validity, legality
and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby; and (ii) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held, invalid illegal or unenforceable. |
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8. |
No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto. No waiver of any other
provisions hereof (whether or no similar) shall be binding unless executed in
writing by both parties hereto nor shall such waiver constitute a continuing
waiver. |
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9. |
This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original but all of which shall constitute
one and the same Agreement. |
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10. |
The Parties agree that should any dispute arise in the administration of this
Agreement, that the agreement shall be governed and construed by the Laws of the
State of New York. |
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11. |
This Agreement contains the entire agreement between the parties with respect to
the consulting services to be provided to the Company by the Consultant and
supersedes any and all prior understandings, agreement or correspondence between
the parties. |
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to be
signed by duly authorized representatives as of the day and year first above written.
NANTUCKET INDUSTRIES, INC.
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
President |
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By: /s/ XX Xxxxxx
XX Xxxxxx |
