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Exhibit 10.4
CONSULTING AGREEMENT
This Agreement is made and entered into this January 21, 1997, by and between
Xxxxx X. Xxxxxx hereinafter called "CONSULTANT", adn Xxxxxx Communications,
Inc. with offices located at 00000 Xxxxx Xxxxx, Xxxxx, Xxxxxxxxxx 00000 adn
hereinafter called "CLIENT".
This Agreement shall expire on July 31, 1997 unless extended by written
agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises made
herein, and for other valuable consideration, CONSULTANT and CLIENT agree as
follows:
1. WORK TO BE DONE BY CONSULTANT: CONSULTANT shall perform and CLIENT
shall pay for the following work:
Consulting services to provide interim operational support through
period of company reorganization.
This Agreement shall be part of any purchase order as may be issued by
CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts on the
following dates or at the following intervals (e.g. weekly):
Payment to be negotiated on a project by project basis. Payments may
be made by delivery of common stock, valued as of the date of
issuance.
3. SCHEDULE OF COMPLETION: The work shall be performed and completed
according to the following schedule:
Tasks adn dates to be negotiated on a project by project basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all reasonable
expenses incurred while performing the work upon the submission of a
properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services herein as
an independent contractor and shall be in sole control of the manner
in which the work is performed. CLIENT shall provide CONSULTANT with
a work area and any information, documentation adn cooperation
necessary to accomplish the aforementioned Tasks.
6. FORCE MAJEURE: The parties shall be excused from performing under
this Agreement if prevented from doing so by acts of God or other
unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a right or
remedy hereunder shall not be a waiver thereof. All rights and
remedies are cumulative and may be exercised separately.
8. ENTIRE AGREEMENT: The terms and conditions herein make up the entire
agreement between the parties adn supersede any and all previous
agreements, written or oral, relating to the subject herein shall be
binding unless in writing, signed by a duly authorized representative
of each party. In the event that
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8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all previous
agreements, written or oral, relating to the subject herein and no agreement to
change the terms and conditions contained herein shall be binding unless in
writing, signed by a duly authorized representative of each party. In the
event that any one or more of the provisions of the Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable for any
reason, the remainder of the provisions shall remain in force. This provision
shall survive the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This provision shall survive
the termination of this Agreement.
IN WITNESS THEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
XXXXXX COMMUNICATIONS INC. /s/ Xxxxx X. Xxxxxx
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BY: /s/ Xxxxxx X. Xxxx, President
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(Title)
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