Consultant Services
INDEPENDENT CONTRACTOR AGREEMENT
Name of Contractor: Greyfield Consultants, Inc.
Business Address: 0000 Xxxxxxx Xxxxxx Xx., # X-0
Xxxxxxxx, XX 00000
Telephone: (000)000-0000
THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made and
entered into this 10th day of January, 2000 by and between XXXXXXXX.XXX,
INC. ("RC"), a corporation, and the undersigned contractor
("Contractor").
FOR AND IN CONSIDERATION of the mutual promises, covenants and
agreements contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby expressly acknowledged,
the parties hereto hereby agree as follows:
1. Services. Subject to the terms and conditions set forth in this
Agreement, RC retains Contractor to provide the services set forth on
EXHIBIT A attached hereto and incorporated herein by reference, and
Contractor agrees to render such services to RC. Contractor shall
perform such services as and when requested orally or in writing by RC
from time to time. Unless otherwise provided herein, Contractor shall
not subcontract or otherwise assign any or all of its duties or
obligations under this Agreement to any individual or entity.
2. Independent Contractor.
(a) Both the RC and Contractor, in the performance of this
Agreement, will be acting in their own separate capacities and not as
agents, employees, partners, joint ventures or associates of one another.
The employees or agents or one party shall not be deemed or construed to
be the employees, agents or partners of the other party for any purposes
whatsoever. Neither party will assume any liability for any injury
(including death) to any persons or any damage to any property or other
claim arising out of the acts or omission of the other party or any of
its agents or employees. It is expressly understood and agreed that
Contractor is an independent contractor of RC in all manners and respects
and that Contractor is not authorized to bind RC to any liability or
obligation or to represent that it has any such authority.
(b) Contractor shall be solely responsible for all applicable
federal, state and local taxes including withholding therefor.
(c) RC shall not provide health, life, disability, worker's
compensation or any other form of insurance or benefits in connection
with the services provided by Contractor. Nor shall RC assume any
liability for any injury (including death) arising out of the acts of a
third party.
3. Compensation.
(a) As full and complete compensation for all services rendered
under this Agreement, RC will pay Contractor and Contractor will accept,
the amount set forth on EXHIBIT B attached hereto and incorporated herein
by reference.
(b) Subject to the availability of funds and any other
restrictions imposed by the Act or this Agreement, RC will pay to
Contractor all amounts due under this Agreement in accordance with the
payment terms set forth on EXHIBIT B attached hereto.
4. Term. Unless sooner terminated in accordance with the
provisions of this Agreement, the term of this Agreement shall commence
as of the date hereof and shall end one (1) year from the execution date
or at the discretion of RC, whichever occurs first.
5. Confidentiality.
(a) For purposes of this Agreement, "Confidential Information"
means any and all items which are: (i) marked "Confidential" or some
such similar designation; or (ii) valuable, proprietary and confidential
information belonging to or pertaining to RC that does not constitute a
"Trade Secret" (as defined under applicable law) and that is not
generally known but is generally known only to RC and those of its
employees, independent contractors or agents to whom such information
must be confided for business purposes, including, without limitation,
information regarding RC's customers, suppliers, manufacturers and
distributors.
(b) In recognition of the need of RC to protect its legitimate
business interests, Contractor hereby covenants and agrees that with
regard to any: (i) Confidential Information, at all times during its
engagement by RC and for a period of three (3) years following the
expiration or termination of this Agreement for any reason; and (ii)
Trade Secrets, at all times such information remains a "trade secret"
under applicable law, Contractor will regard and treat all such
information as strictly confidential and wholly owned by RC and will not,
for any reason or in any fashion, either directly or indirectly use,
disclose, transfer, assign, disseminate, reproduce, copy, or otherwise
communicate any such Confidential Information or Trade Secrets to any
individual or entity for any purpose other than in accordance with this
Agreement or pursuant to the instructions from a duly authorized
representative of RC. In addition, to the extent the Act or any other
applicable law imposes any greater restrictions or prohibitions with
respect to any Confidential Information, Trade Secrets or other
information or property of RC, Contractor covenants and agrees that it
shall comply with such greater restrictions or prohibitions.
(c) Contractor's employees who perform services pursuant to this
agreement will be required to sign a non-disclosure/confidentiality
agreement.
6. Nondiscrimination. Contractor shall not discriminate against
any person because of his or her race, color, religion, sex, handicap,
disability, national origin or ancestry. Breach of this covenant may be
regarded as a material breach of this Agreement.
7. Compliance with Laws. Contractor agrees to comply with all
applicable rules, procedures and regulations adopted from time to time by
RC, and all other applicable federal, state and local laws, rules,
regulations, ordinances or executive orders.
8. Representations and Warranties.
Contractor hereby represents and warrants to RC as follows:
(a) Contractor has the full power, authority, ability and
legal right to execute and deliver this Agreement and to perform its
obligations hereunder, and the execution and delivery of this Agreement
and the performance of its obligations hereunder have be4en duly
authorized by all necessary action of Contractor. Contractor, if other
than an individual, is duly organized, validly existing and in good
standing under the laws of the state of its formation, and is qualified
to do business in each state where such qualifications is required.
(b) This Agreement constitutes the legal, valid and fully
binding obligation of Contractor and is enforceable in accordance with
its terms; and
(c) The execution, delivery and performance of this Agreement
have been consented to and authorized by all individuals or entities
required to consent to and authorize the same, will not contravene any
law, regulation, judgment or decree applicable to Contractor, and will
not cause or result in a breach of or a default under any other
agreement, contract or understanding to which Contractor is a party.
9. Termination.
(a) Notwithstanding anything herein to the contrary, RC
may immediately terminate this Agreement at any time, for any reason or
for no reason, by delivering written notice thereof to Contractor.
(b) Notwithstanding anything herein to the contrary, Greyfield
Consulting may terminate this Agreement at any time, for any reason or
for no reason, by delivering one (1) week's prior written notice thereof
to RC.
10. Indemnification. Contractor agrees to indemnify, defend and
hold harmless RC, its directors and officers, the State of Georgia and
its agencies and political subdivisions, and their respective agents,
officers and employees, against any and all suits, damages, expenses
(including, without limitation, court costs, attorneys' fees and other
damages), losses, liabilities and claims of any kind, caused by or
resulting from any breach of this Agreement or any other act or omission
of Contractor or any of its agents or employees, whether the same may be
the result of negligence, responsibility under strict liability
standards, any other substandard conduct or otherwise.
11. Exclusivity. While "on duty" with RC or otherwise performing
services in connection with this Agreement, Contractor will limit its
actions to providing services exclusively for the benefit of the RC, but
only to the extent that such limitation is consistent with the
Contractor's obligations.
12. Notices.
(a) All notices and statements provided for or required by
this Agreement shall be in writing, and shall be delivered personally to
the other designated party, or mailed by certified or registered mail,
return receipt requested, or delivered by a recognized national overnight
courier service, as follows:
If to RC: XXXXXXXX.XXX, INC.
If to Contractor: Greyfield Consultants, Inc.
(b) Either party hereto may change the address to which notice
is to be sent by written notice to the other party in accordance with the
provisions of this Section 12.
13. Miscellaneous.
(a) This Agreement contains the entire agreement and
understanding concerning the subject matter hereof between the parties
hereto. No waiver, termination or discharge of this Agreement, or any of
the terms or provisions hereof, shall be binding upon either party hereto
unless confirmed in writing. This Agreement may not be modified or
amended, except by a writing executed by both parties hereto. No waiver
by either party hereto of any term or provision of this Agreement or of
any default hereunder shall affect such party's rights thereafter to
enforce such term or provision or to exercise any right or remedy in the
event of any other default, whether or not similar.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia, and any cause of action
arising hereunder must be brought in a state court located in Gwinnett
County, Georgia. Contractor hereby irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have
to the venue of any proceeding that is brought in such a court.
(c) This Agreement shall be binding on Contractor and its
successors and permitted assigns.
(d) The headings contained herein are for the convenience of
the parties only and shall not be interpreted to limit or affect in any
way the meaning of the language contained in this Agreement.
(e) 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 shall constitute the same Agreement. Any signature page or any
such counterpart, or any electronic facsimile thereof, may be attached or
appended to any other counterpart to complete a fully executed
counterpart of this Agreement, and any telecopy or other facsimile
transmission of any signature shall be deemed an original and shall bind
such party.
(f) If any provision of this Agreement shall be held void,
voidable, invalid or inoperative, no other provision of this Agreement
shall be affected as a result thereof, and accordingly, the remaining
provisions of this Agreement shall remain in full force and effect as
though such void, voidable invalid or inoperative provision had not been
contained herein.
(g) Upon the request of RC, Contractor agrees to take any and
all actions, including, without limitation, the execution of
certificates, documents or instruments, necessary or appropriate to give
effect to the terms and conditions set forth in this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Agreement to be effective as
of the day and year first above written.
Approved as to Legal Sufficiency
XXXXXXXX.XXX, INC.
By: ________________________ By: _______________________________
Its: ________________________ Its: _____________________________
CONTRACTOR
By: ______________________________
Its: ______________________________
INDEPENDENT CONTRACTOR AGREEMENT
Exhibit A
Consultant Services
Contractor agrees to provide the following consulting services as
directed by the IC. These tasks include but are not limited to:
1. Strategic Planning
2. Assisting in taking the Company public
3. Finding merger candidates
4. Potential Acquisitions
5. Assisting with Fund Raising and Filings
INDEPENDENT CONTRACTOR AGREEMENT
EXHIBIT B
Compensation for Consultant Services
In connection with the Independent Contractor Agreement, RC has granted
to Greyfield Consulting, Inc. for performance of services herein, a total
of 300,000 restricted shares, provided that the company will makes its
best efforts to register the stock for secondary trading when feasible.
