Exhibit 4.5
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), dated August _____,
2003, is made by and between Xxxxx X Xxxxxx, an individual ("Consultant"), whose
address is 0000 Xxxxxxxx Xxxxxx Xx, Xxxxxxxxx Xx 00000, and The World Golf
League, Inc. ("Client"), having its principal place of business at 000 Xxxx
Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000.
WHEREAS, Consultant has extensive background and contacts in
the area of federal securities laws and regulations;
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;
WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Bulletin Board under the ticker symbol "WGFL," and
desires to further develop its business and increase the value of its common
stock; and
WHEREAS, Client desires to engage Consultant 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.
NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for Client all necessary services required
in working to bring about the effectiveness of the Client's business plan of
operations. As such Consultant will provide bona fide services to Client. The
services to be provided by Consultant will not be in connection with the offer
or sale of securities in a capital-raising transaction, and will not directly or
indirectly promote or maintain a market for Client's securities.
2. Consideration.
Client agrees to pay Consultant, as his fee and as
consideration for services provided, Six Million (6,000,000) shares of common
stock of Client freely tradable pursuant to a Registration Statement on Form S-8
(the "Shares"). The Shares are due and payable immediately upon the
effectiveness of the Form S-8 Registration Statement with the U.S. Securities
and Exchange Commission and with any appropriate states securities
administrator.
In addition, the Consultant will receive an option to purchase
Ten Million (10,000,000) shares of common stock of the Client (the "Option").
The Option may be exercised at one time at $.03 cents per share. The Consultant
may exercise this Option within 90 days
from the date of this Agreement, but at no time will the Consultant own Shares
representing more than 4.9% of the Client's issued and outstanding common stock.
The Option does not entitle the Consultant to any voting rights or other rights
as a shareholder of the Client, or to any other rights whatever except the
rights herein expressed and such are set forth, and no dividends shall be
payable or accrue in respect of the Option or the interest represented hereby or
the common shares purchasable thereunder until or unless, and except to the
extent that the Option shall be exercised.
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, costs and other unpublished financial information, advertising revenues,
usage rates, 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.
4. Late Payment.
Client shall pay to Consultant all consideration due hereunder
within fifteen (15) days of the due date. Failure of Client to finally pay any
consideration within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, and will be sufficient
cause for immediate termination of this Agreement by Consultant. Any such
suspension will in no way relieve Client from payment of consideration, and, in
the event of collection enforcement, Client shall be liable for any costs
associated with such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action 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, or any Client information
to be provided by Client, which violates any rights of third parties, including,
without limitation, rights of publicity, privacy, patents, copyrights,
trademarks, trade secrets, and/or licenses.
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(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. Limitation of Liability.
Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if Consultant has been
advised of the possibility of such damages. In any event, the liability of
Consultant to Client for any reason and upon any cause of action, regardless of
the form in which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not exceed ten percent
(10%) of the consideration paid by Client to Consultant for the specific service
provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date of this
Agreement 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.
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(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding consideration through the effective date of
termination or expiration of this Agreement. And upon such termination or
expiration, Consultant shall provide and deliver to Client any and all
outstanding services due through the effective date of termination or
expiration.
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 inure 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, understandings, 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) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
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(f) 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.
(g) 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.
(h) 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.
(i) 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.
(j) 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:
Xxxxxxx X. Xxxxxxx
Chief Executive Officer
The World Golf League, Inc.
000 Xxxx Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
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To Consultant:
Xxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxxx Xx.
Xxxxxxxxxx XX 00000
(l) Governing Law.
This Agreement shall be governed by the interpreted in
accordance with the laws of the State of Delaware 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 Delaware 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
hereby represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of such party.
(n) Survival of Provisions.
The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination or expiration of this Agreement.
(o) 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the date written
above.
The World Golf League, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, CEO/President
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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