CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated
as of December 17, 2002, between SuperiorClean, Inc., a
Nevada corporation (the "Company"), and Xxxxxxx Xxxxx
("Consultant"), an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide
such services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages
Consultant as an independent contractor and not as an
employee, to render consulting services to the Company as
hereinafter provided and Consultant hereby accepts such
engagement for a period commencing on Thursday, December 12,
2002 and ending on the Thursday, December 12, 2003 .
Consultant agrees that Consultant will not have any
authority to bind or act on behalf of the Company.
Consultant shall at all times be an independent contractor
hereunder, rather than an agent, coventurer, employee or
representative of the Company. The Company hereby
acknowledges and agrees that Consultant may engage directly
or indirectly in other businesses and ventures and shall not
be required to perform any services under this Agreement
when, or for such periods in which, the rendering of such
services shall unduly interfere with such other businesses
and ventures, providing that such undertakings do not
completely preempt Consultant's availability during the term
of this Agreement. Neither Consultant nor his employees will
be considered by reason of the provisions of this Agreement
or otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical,
pension, bonus or similar employee benefit plans sponsored
by the Company for its employees. Consultant shall report
all earnings under this Agreement in the manner appropriate
to its status as an independent contractor and shall file
all necessary reports and pay all taxes with respect to such
payments.
Services
1. Subject to the terms and conditions of this Agreement,
the Company hereby engages the Consultant, and Consultant
hereby accepts the engagement, to provide advice, analysis
and recommendations (the "Services") to the Company with
respect to the following:
1. Managing the recruiting process for an outside
director.
2. Facilitating the engagement of a new Accounting firm
which complies with the peer review requirement for Audit
and related SEC work.
3. Assist with the establishment of an audit committee.
4. Administer the scheduling and holding of an Annual
Shareholders Meeting with a quorum (1/3) of shareholders in
attendance.
5. Conduct an "audit" the Company's shareholder base with
the transfer agent to determine the number of round lot
holders.
6. Initiate the subscription to Oracle Small Business
Service to facilitate seamless filing of SEC required XXXXX
documents.
P. Services expressly prohibited by the Client under the
terms of this Agreement include:
. Reorganizations, mergers, divestitures, and due
diligence studies;
. Capital sources and the formation of financial
transactions;
. Banking methods and systems;
. Guidance and assistance in available
alternatives to maximize shareholder value;
. Periodic preparation and distribution of
research reports and information to the
broker/dealer and investment banking community;
. Press Release preparation and distribution.
During the term of this Agreement, Consultant shall render
such consulting services as the Company from time to time
reasonably requests, which services shall include but not be
limited to those rendered by Consultant to Company prior to
the date hereof; provided that:
(a) To the extent practicable such services shall be
furnished only at such time and places as are mutually
satisfactory to the Company and Consultant; and
(b) Consultant shall not be called upon to devote more than
10 hours in any week in performing such services and shall
not be required to perform any services hereunder while
Consultant is on vacation or suffering from an illness.
2. Compensation and Expenses. For the Services provided by
the Consultant, the Company (i) shall compensate the
Consultant by delivering to the Consultant blocks of free
trading shares as follows:
a) not later than December 17, 2002 sixty two thousand
five hundred (62,500) shares of the common stock of the
Company ("Common Stock") that is Freely Tradeable (as
hereinafter defined);
b) not later than the date that an outside director is
recommended to the Company, sixty two thousand five hundred
(62,500) shares of the common stock of the Company ("Common
Stock") that is Freely Tradable (as hereinafter defined);
c) not later than the date that the audit committee of the
Company is established, sixty two thousand five hundred
(62,500) shares of the common stock of the Company ("Common
Stock") that is Freely Tradable (as hereinafter defined);
d) not later than the date that the Company's application
for listing on the BBX is filed, sixty two thousand five
hundred (62,500) shares of the common stock of the Company
("Common Stock") that is Freely Tradable (as hereinafter
defined).
"Freely Tradable" means shares that may be sold at any time
by the Consultant free of any contractual or other
restriction on transfer and which have been appropriately
listed or registered for such sale on all securities markets
on any shares of the Common Stock are currently so listed or
registered; and (ii) the Company shall be responsible for
the payment of the reasonable out-of-pocket costs and
expenses of Consultant incurred prior to, or on or after the
date of this Agreement, in connection with its engagement
under this Agreement, including, but not limited to,
reasonable fees and disbursements of counsel for Consultant,
travel and related expenses, document production and
computer database charges. The Company shall reimburse
Consultant for such costs and expenses as they are incurred,
promptly after receipt of a request for reimbursement from
Consultant.
3. Successors and Assigns. This Agreement is binding upon
and inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns;
provided that in no event shall Consultant's obligations to
perform the Services be delegated or transferred by
Consultant without the prior written consent of the Company.
4. Term. This Agreement shall commence on the date hereof
and, unless sooner terminated in accordance with the
provisions of Section 6 hereof, shall expire on Thursday,
December 12, 2003 . However, the Agreement may be extended
by mutual written consent.
5. Termination. Either the Company or Consultant may
terminate this Agreement for material breach upon at least
thirty (30) days prior written notice specifying the nature
of the breach, if such breach has not been substantially
cured within the thirty (30) day period.
6. Independent Contractor Relationship. Consultant and the
Company are independent contractors and nothing contained in
this Agreement shall be construed to place them in the
relationship of partners, principal and agent,
employer/employee or joint ventures. Neither party shall
have the power or right to bind or obligate the other party,
nor shall it hold itself out as having such authority.
7. Indemnification. Company shall indemnify and hold
harmless the Consultant from and against any and all losses,
damages, liabilities, reasonable attorney's fees, court
costs and expenses resulting or arising from any third-party
claims, actions, proceedings, investigations, or litigation
relating to or arising from or in connection with this
Agreement, or any act or omission by Company.
8. Notice. For the purpose of this Agreement, notices and
all other communications provided for herein shall be in
writing and shall be deemed to have been duly given (i) when
delivered, if personally delivered, (ii) when sent by
facsimile transmission, when receipt therefor has been duly
received, or (iii) when mailed by United States registered
mail, return receipt requested, postage prepaid, or by
recognized overnight courier, addressed set forth in the
preamble to this Agreement or to such other address as any
party may have furnished to the other in any writing in
accordance herewith, except that notices of change of
address shall be effective only upon receipt.
9. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
authorized officers of each party. No waiver by either party
hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly
in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be
governed by the internal laws of the State of Nevada. Any
controversy arising under or in relation to this Agreement
shall be settled by binding arbitration in Las Vegas, Nevada
in accordance with the laws of the State of Nevada and the
rules of the American Arbitration Association.
10. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and
the same instrument.
11. Severability. If in any jurisdiction, any provision of
this Agreement or its application to any party or
circumstance is restricted, prohibited or unenforceable,
such provision shall, as to such jurisdiction, be
ineffective only to the extent of such restriction,
prohibition or unenforceability, without invalidating the
remaining provisions hereof and without affecting the
validity or enforceability of such provision in any other
jurisdiction or its application to other parties or
circumstances. In addition, if any one or more of the
provisions contained in this Agreement shall for any reason
in any jurisdiction be held to be excessively broad as to
time, duration, geographical scope, activity or subject, it
shall be construed, by limiting and reduction it, so as to
be enforceable to the extent compatible with the applicable
law of such jurisdiction as it shall then appear.
IN WITNESS WHEREOF, this Consulting Agreement has been
executed by the Company and Consultant as of the date first
written above.
Signature of Contractor
Name: Xxxxxxx Xxxxx
Address: 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, 00000
Signature: _______________________________
Signature of Company
Name: SuperiorClean, Inc.
Address: 0000 X. Xxxxx Xx
Xxxxxx, Xxxxxxxx 00000
Signature: _______________________________
