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EXHIBIT 10.5(a)
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement"), is entered into this __ day of
January, 2000 (the "Execution Date"), by and between I.T. Technology, Inc. a
Delaware corporation (the "Company") and Xxxxx Consulting, Inc. (the
"Consultant") and for the services of Xxxxxx Xxxxx ("Xxxxx").
WHEREAS, Xxxxx is an experienced executive with financial, operational
and marketing expertise in high technology and Internet related businesses;
WHEREAS, the Company requires immediate additional senior executive
expertise and experience to assist it in strategic planning and operational
initiatives, and in connection therewith, the Company desires to engage the
Consultant to provide the services of Xxxxx to provide such management and
financial expertise;
WHEREAS, the Consultant agrees to accept such assignment and to provide
the Company with the services of Xxxxx pursuant to the terms and conditions set
forth in this Agreement for one year from the date hereof or such shorter period
as provided herein; and
NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, the Company and Consultant agree as follows:
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1. Definitions. As used in this Agreement, the following capitalized
terms shall have the following meanings, unless otherwise expressly provided or
unless the context otherwise requires.
"Cause" means, except as otherwise contemplated by Sections 5(a) or
5(c) below, the involuntary termination of the Agreement by the Company by
reason of:
(i) the material breach by Consultant or Xxxxx of the terms and
conditions of this Agreement;
(ii) the willful or habitual failure by Consultant or Xxxxx to
perform requested duties commensurate with their duties pursuant to the terms of
this Agreement (the "Breach"); or
(iii) the willful engaging by Consultant or Xxxxx in misconduct
materially injurious to the Company.
2. Consulting Services. Subject to the restrictions and limitations set
forth below, during the "Term", as hereinafter defined, of this Agreement,
Consultant and the Company hereby agree:
(a) Consultant shall make available Xxxxx to the Company to serve
the Company. As such Xxxxx shall assist the Board of Directors as requested
concerning the Company's strategic direction and initiatives. Consultant shall
be responsible for developing and fostering shared goals and strategies amongst
the Company's operating subsidiaries or divisions and shall have shared
accountability with other management members for the Company's overall financial
results. Consultant shall also be responsible for assisting the Company in
recruiting and developing executives for its operating subsidiaries or
divisions.
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(b) Subject to any services rendered by Xxxxx as a Consultant or
employee to Xxxxxxxxxx.xxx, Inc., Consultant shall make Xxxxx available to
render his services to the Company on a substantially full-time basis. The
consulting services rendered by Consultant as set forth in Sections 2(a) and
2(b) above shall hereinafter be defined as the "Consulting Services."
(c) The Consultant shall, during the Term hereof while performing
the Consulting Services, shall at all times be, act, function, and perform all
services and responsibilities as an independent contractor. It is further
mutually understood and agreed that no work, act, commission or omission of any
act by the Consultant, Xxxxx or the Company pursuant to the terms of this
Agreement shall be construed to make or render the Consultant or Xxxxx an
employee of the Company. The Consultant shall and shall cause Xxxxx to: (i) be
fully responsible for their own debts and obligations and (ii) not under any
circumstances hold themselves out as an employee of the Company.
(d) Consultant shall cause Xxxxx to make take such out of town
business trips as requested by the Company in connection with Consultant's
duties pursuant to this Agreement.
(e) Xxxxx shall report to and be supervised by the Chief Executive
Officer of the Company and its Board of Directors.
(f) Subject to the overall supervision of the Company's Board of
Directors and its Chief Executive Officer, except as otherwise provided in this
Agreement, the Company shall have no right or authority to direct or control the
Consultant or Xxxxx with respect to the actual performance of the Consulting
Services. The Company is only interested in the results obtained by the
Consultant with respect to the Consulting Services. The manner and
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methods utilized by the Consultant or Xxxxx in performing the Consulting
Services and achieving the desired result on behalf of the Company shall be
under the exclusive control of the Consultant.
3. Compensation.
(a) Subject to Section 12(e) below, as compensation for Consultant's
agreement to cause Xxxxx to be available to render the Consulting Services
during the Term of this Consulting Agreement, the Company agrees to compensate
the Consultant at a rate of Twelve Thousand Dollars ($12,000USD) annually (the
"Consulting Fee"). Said Consulting Fee shall be payable in equal monthly
installments in arrears, pursuant to the Company's normal compensation
practices, or in such other installments as may be agreed upon between the
parties.
(b) The Consulting Fee shall be reviewed quarterly by the Company
and may be adjusted to reflect the achievement of mutually agreeable milestones
by the Company.
(c) Except as expressly set forth in this Section 3 or elsewhere in
this Agreement, Consultant shall not be entitled to receive any other
compensation or benefits from the Company as a result of the performance of
Consultant's consulting services hereunder, including but not limited to
participation in the Company's life, health and disability insurance plans,
profit sharing, pension or 401(k) bonus plans or any other plans or programs
currently or which in the future may become available to the Company's officers
or employees, in such capacities. Neither Consultant nor Xxxxx shall be entitled
to vacation, severance, sick-pay, holiday or other benefits from the Company.
(d) The Company agrees to xxxxx Xxxxx options to purchase up to
1,450,000 shares of its common stock (the "Options"). The terms of the Options
shall be as set
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forth in the Option Agreement between Xxxxx and the Company attached hereto and
made a part hereof as Exhibit "A".
4. Expenses. The Company shall promptly reimburse Consultant for all
reasonable out of pocket expenses incurred by Consultant in the discharge of
Consultant's duties hereunder, including, but not limited to reasonable expenses
incurred by Consultant in connection with the performance of the Consulting
Services; provided that, automobile, office overhead, local telephone charges,
meals and hotel expenses shall not be reimbursable. The Company shall reimburse
Consultant for authorized expenses incurred in connection with the performance
of the Consulting services only upon receipt from Consultant of vouchers,
receipts or other reasonable substantiation of such expenses.
5. Term of Agreement. The term of this Agreement shall commence as of
the date hereof and, unless earlier terminated as herein provided, shall
continue for a period of one year from the date hereof. This Agreement shall be
terminated prior to the expiration of one year from the date hereof only in the
event of the occurrence of any one of the following circumstances:
(a) The death of Xxxxx;
(b) The Company terminates this Agreement for Cause; or
(c) Upon no less than ninety (90) days prior written notice pursuant
to Section 12(j) below by the Company or the Consultant.
For the purposes of this Agreement, the "Term" hereof shall be the period from
the date hereof through the expiration of the Term or such other shorter period
in the event the Agreement is terminated sooner pursuant to Sections 5(a)
through 5(c) above.
6. Compensation Upon Termination.
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(a) In the event this Agreement is terminated pursuant to Sections
5(a) through 5(c) hereof, the Company shall be obligated to pay or provide to
the Consultant under this Agreement the following and only the following: (y)
any unpaid Consulting Fee through the date of termination and (z) payment for
any unreimbursed expenses through the termination date.
7. Non-Competition, Ownership and Protection of Confidential
Information.
(a) During the Term of this Agreement and for twelve (12) months
thereafter, neither the Consultant nor Xxxxx shall (i) serve as an employee,
officer, director, advisor, consultant , partner, trustee or purchase an amount
in excess of five percent (5%) of any corporation, partnership, joint venture,
limited liability company or other business or enterprise which competes
directly or indirectly with the Company or any of its subsidiaries, affiliates
or business ventures in the United States of America, the United Kingdom or the
Commonwealth of Australia (hereinafter, collectively "Competitors") or (ii)
solicit orders or business from any corporation, partnership, joint venture,
limited liability company or other business or enterprise which was a customer
of the Company or any of its subsidiaries, affiliates or business ventures
during the twelve (12) months immediately preceding the termination of this
Agreement.
(b) As between the Company, on the one hand, and the Consultant and
Xxxxx, on the other hand, each project, production and all material pertaining
to Xxxxx'x services hereunder, all material acquired or developed by the
Company, all material of any nature whatsoever created, written, composed,
prepared, supervised, submitted or interpolated by Xxxxx, and all results,
products and proceeds thereof, are and automatically shall become the sole and
exclusive property of the Company (including, but not limited to, all original
ideas in connection therewith) as works-made-for-hire by Xxxxx within the course
and scope of Xxxxx'x services for the Company hereunder. As between the Company,
on the one hand, and the Consultant and
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Xxxxx, on the other hand, Company shall have the sole and exclusive right in
perpetuity, throughout the universe, in its sole and absolute discretion, to
sell, use, license and otherwise exploit each such project, production, material
and results, products and proceeds, or any portion or element thereof, without
any obligation or liability to Consultant or Xxxxx of any kind or nature
whatsoever, by any means, method or medium, whether now known or hereafter
devised. All of the results, products and proceeds of Xxxxx'x services hereunder
(including, but not limited to, all material of any nature whatsoever created,
written, composed, prepared, supervised, submitted or interpolated by Xxxxx) is
the sole and exclusive property of Company and Company shall, solely for this
purpose, be the author thereof as Xxxxx'x employer-for-hire. All rights granted
or agreed to be granted to Company hereunder shall vest in Company immediately
and shall remain perpetually vested in Company, its successors or assigns,
whether this Agreement expires in its normal course or is terminated for any
reason whatsoever. If the Company at any time desires to secure separate
assignments with respect to any of the foregoing, Consultant shall, and shall
cause Xxxxx to, duly execute, acknowledge and deliver the same upon the
Company's request therefor; it being expressly agreed, however, that all rights
herein granted or agreed to be granted to the Company shall vest in the Company
whether or not any such separate assignment is requested by Company or executed
and delivered by the Consultant or Xxxxx. The Consultant shall not, and
concurrently herewith shall cause Xxxxx to agree not to and the Consultant shall
not permit Xxxxx to, transfer or purport to transfer any right, title, privilege
or interest in or to any of the results, products or proceeds of Xxxxx'x
services hereunder, or any of the Company's rights or property, to any other
person or authorize or willingly permit any person to infringe in any way upon
any of the Company's rights or property, and the Consultant hereby authorizes
the Company, and concurrently herewith shall cause Xxxxx to authorize the
Company, in Consultant's
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or Xxxxx'x name or otherwise to institute any proper legal proceedings to
prevent such infringement.
(c) The Consultant covenants and agrees that neither it nor Xxxxx
will at any time during or after the Term of this Agreement reveal, divulge or
make known to any person, firm or corporation any information, knowledge or data
of a proprietary nature relating to the business of the Company or any of its
affiliates which is not or has not become generally known or public. The
Consultant and Xxxxx shall hold, in a fiduciary capacity, for the benefit of the
Company, all information, knowledge or data of a proprietary nature, relating to
or concerned with, the operations, customers, developments, sales, business and
affairs of the Company and its affiliates which is not generally known to the
public and which is or was obtained by the Consultant and Xxxxx during the Term
of this Agreement. The Consultant and Xxxxx recognize and acknowledges that all
such information, knowledge or data is a valuable and unique asset of the
Company and accordingly he will not discuss or divulge any such information,
knowledge or data to any person, firm, partnership, corporation or organization
other than to the Company, its affiliates, designees, assignees or successors or
except as may otherwise be required by the law, as ordered by a court or other
governmental body of competent jurisdiction, or in connection with the business
and affairs of the Company.
8. Consultant's Representations, Warranties and Further Agreements. The
Consultant hereby represents and warrants to, and further agrees with, the
Company as follows:
(a) The Consultant is a duly organized, validly existing corporation
in good standing in the State of New York and each other state where the conduct
of its business requires such qualification; the Consultant is free to enter
into this Agreement and to grant the
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rights herein granted; the Consultant has a valid, binding, subsisting agreement
with Xxxxx pursuant to which Xxxxx is obligated to render services for the
Consultant exclusively for the Term and the Consultant is entitled exclusively
to the services of Xxxxx and all of the results and proceeds thereof.
(b) The Consultant is a bona fide corporate business entity
established for a valid business purpose within the meaning of the tax laws of
the United States and not a mere sham, conduit, or agent for Xxxxx.
(c) The Consultant covenants and agrees to make all required
"Governmental Payments", as hereinafter defined, in a timely manner which arise
out of OR which may become due as a result of the Consultant's and/or Xxxxx
rendering Consulting Services under this Agreement. For the purposes of this
Agreement "Governmental Payments" shall be defined as any and all payments
required to be made on behalf of either the Consultant and/or Xxxxx to a
Federal, state or local taxing authority or governmental agency arising out of
or resulting from this Agreement or the rendering of the Consulting Services
hereunder, including but not limited to withholding for state or Federal income,
disability or social security taxes and workers compensation.
(d) The Consultant further acknowledges and agrees that the
foregoing covenants, representations and warranties will be relied upon by the
Company for the purpose of determining whether or not it is necessary for the
Company to make Governmental Payments and the Consultant agrees that if any
Governmental Payments are not made, and if thereafter it is determined that such
Governmental Payments were legally required by the Company, each of Consultant
and Xxxxx shall indemnify, defend and hold the Company, and each of the
Company's officers, shareholders, directors, members, and other representatives,
harmless from and against
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any and all claims, liabilities, judgments, lawsuits, damages, costs and
expenses with respect to such unpaid Governmental Payments, including, but not
limited to, any penalties, interest and reasonable attorneys' fees and costs in
the defense and disposition of any such matter relating thereto.
(e) The Consultant is now, and will for at least the Term continue
to be, the employer of Xxxxx, the Consultant is not subject to any obligation or
disability which will or might prevent or interfere with the full completion and
performance by the Consultant or Xxxxx of all the obligations and conditions to
be kept or performed by the Consultant or Xxxxx hereunder, the Consultant has
not made and will not make any grant or assignment which will or might conflict
with or impair the complete enjoyment of the rights and privileges granted to
the Company hereunder, and the Consultant shall discharge all obligations
imposed on employers including, without limitation, the payment of taxes and the
making of all payments required to be made under any applicable collective
bargaining agreement by reason of Xxxxx'x services rendered pursuant hereto.
(f) If the Consultant should be dissolved, or should otherwise cease
to exist, or for any reason whatsoever should fail, be unable, neglect, or
refuse to perform, observe or comply with the terms, covenants and conditions of
this Agreement, the Company in its sole discretion, may terminate this Agreement
for "cause".
9. Indemnities.
(a) The Consultant shall, and shall cause Xxxxx to, defend,
indemnify and hold the Company and its "affiliates" (as such term is defined
under the Securities Exchange Act of 1934, as amended) harmless, from and
against any liabilities, losses, claims, demands, costs (including, without
limitation, reasonable attorneys' fees) and expenses arising out of or in
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connection with any breach or alleged breach of any warranty, representation or
agreement of the Consultant or Xxxxx under this Agreement.
(b) The Company shall indemnify the Consultant, during and after the
Term of this Agreement, to the fullest extent provided for in the Company's
Articles of Incorporation or Bylaws, as in effect, or as may thereafter be
amended, modified or revised from time to time (collectively, "Company's
Articles"), or permitted under the law of Delaware or such other state in which
the Company may hereafter be domiciled, against any and all costs, claims,
judgments, fines, settlements, liabilities, and fees or expenses (including,
without limitation, reasonable attorneys' fees) incurred in connection with any
proceedings (including, without limitation, threatened actions, suits or
investigations) brought by party or parties other than the Consultant or the
Consultant's successors or assignees arising out of or relating to the
Consultant's actions or inactions or the Consulting Services performed by the
Consultant or any counterclaims brought in defense of an otherwise indemnifiable
action at any time during the Term of this Agreement. The indemnification
contemplated under this Section 9(b) shall be provided to the Consultant unless,
at the time indemnification is sought, such indemnification would be prohibited
under the law of Delaware or of the state in which the Company may then be
domiciled; and the Company may rely on the advice of its counsel in determining
whether indemnification is so prohibited.
10. Arbitration. With the exception of the Company's right to enforce
the provisions found in Section 7 of this Agreement pursuant to Section 11
hereof, any and all disputes arising out of or relating to this Agreement,
including the rendering by Xxxxx of the Consulting Services hereunder, the
termination of this Agreement, any claim for unlawful retaliation, wrongful
termination of employment, violation of public policy or unlawful
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discrimination or harassment because of race, color, sex, national origin,
religion, age, physical or mental disability or condition, marital status,
sexual orientation or other legally protected characteristic shall be resolved
by final and binding arbitration before a single arbitrator. EXCEPT AS OTHERWISE
PROVIDED IN THIS SECTION, THE PARTIES AGREE THAT IF A DISPUTE OR CLAIM OF ANY
KIND ARISES BETWEEN THEM, THEY AGREE TO WAIVE ANY RIGHTS EACH MAY HAVE TO A JURY
OR COURT TRIAL.
Any party hereto electing to commence an action shall give written
notice to the other parties hereto of such election. The arbitrator shall be
limited to an award of monetary damages, shall not be entitled to award punitive
damages and shall conduct the arbitration in accordance with the California
Rules of Evidence. The dispute shall be settled by arbitration to take place in
Los Angeles County, California, in accordance with the then rules of the
American Arbitration Association or its successor. The award of such arbitrator
may be confirmed or enforced in any court of competent jurisdiction. The costs
and expenses of the arbitrator including the attorney's fees and costs of each
of the parties, shall be apportioned between the parties by such arbitrator
based upon such arbitrator's determination of the merits of their respective
positions. Nothing contained in this Section shall in any way be construed to
modify, expand or otherwise alter the rights and obligations of the Company and
the Consultant contained elsewhere in this Agreement.
11. Equitable Remedies. In the event of a breach or threatened breach by
the Consultant or Xxxxx of any of their obligations under Section 7 hereof, the
Consultant acknowledges that the Company may not have an adequate remedy at law
and therefore it is mutually agreed between the Consultant and the Company that
in addition to any other remedies at law or in equity which the Company may
have, the Company shall be entitled to seek in a
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court of law and/or equity a temporary and/or permanent injunction restraining
the Consultant from any continuing violation or breach of this Agreement.
12. General Provisions.
(a) Nothing contained herein shall constitute a partnership between,
or joint venture by, the parties hereto or constitute either party the agent of
the other. Neither party shall hold itself out contrary to the terms of this
subsection, and neither party shall become liable for the representation, act or
omission of the other contrary to the provisions hereof. This Agreement is not
for the benefit of any third party and shall not be deemed to grant any right or
remedy to any third party whether referred to herein or not. Nothing contained
in this Agreement shall be construed so as to require the commission of any act
contrary to law, and wherever there is any conflict between any provision(s) of
this Agreement and any material statute, law, ordinance, order or regulation
contrary to which the parties hereto have no legal right to contract, the latter
shall prevail; provided, however, that in such event the provision(s) of this
Agreement so affected shall be curtailed and limited only to the extent
necessary to permit compliance with the minimum legal requirement, and no other
provisions of this Agreement shall be affected thereby, and all such other
provisions shall continue in full force and effect.
(b) The Consultant acknowledges that the Company has advised the
Consultant to seek the advice of counsel in connection with Consultant's rights
with respect to this Agreement. In connection with the foregoing, the Consultant
and the Company acknowledge that the Company has been represented by its outside
counsel, the firm of Jeffer, Mangels, Xxxxxx & Xxxxxxx LLP ("JMBM") in
connection with the negotiation, documentation and execution of this Agreement.
The Consultant further acknowledges and agrees that JMBM
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has represented only the interests of the Company in connection with this
Agreement and has not represented the Consultant or Xxxxx.
(c) Neither the Consultant nor Xxxxx is an employee of or employed
by the Company with respect to the performance of Consulting Services to the
Company during the Term of this Agreement; accordingly, the Consultant shall
indemnify the Company against any and all withholding and/or employment taxes
charged against the Company with respect to the Consultant's performance of
Consulting Services during the Term of this Agreement.
(d) This Agreement shall be binding upon and inure to the benefit of
the Company and any successor of the Company. This Agreement shall not be
terminated by the voluntary or involuntary dissolution of the Company or by any
merger, reorganization or other transaction in which the Company is not the
surviving or resulting corporation or upon any transfer of all or substantially
all of the assets of Company in the event of any such merger, or transfer of
assets. The provisions of this Agreement shall be binding upon and shall inure
to the benefit of the surviving business entity or the business entity to which
such assets shall be transferred in the same manner and to the same extent that
the Company would be required to perform it if no such transaction had taken
place.
(e) Except as otherwise provided by law or elsewhere herein, during
the pendency of an act of force majeure, as hereinafter defined, at the
Company's sole discretion, the Company may elect to suspend the operation of
this Agreement for all or any part of the pendency of an act of force majeure
(the "Suspension"). During any such Suspension, the Term of this Agreement shall
be suspended and the obligations of the Company to the Consultant, including the
accrual or payment of compensation due the Consultant during the period of such
suspension, shall be inoperative. In the event the Suspension is in effect for a
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period in excess of thirty (30) days the Consultant may elect to terminate the
Agreement by prior written notice to the Company, pursuant to Section 12(l)
below. For the purposes hereof force majeure shall be defined as any act
commonly referred to as force majeure which materially and adversely affects the
Company's business and operations, including but not limited to:
(i) the Company having sustained a material loss, whether or not
insured, by reason of fire, earthquake, flood, epidemic, explosion, accident,
calamity or other act of God;
(ii) any strike or labor dispute or court or government action,
order or decree;
(iii) a banking moratorium having been declared by federal or state
authorities;
(iv) an outbreak of major armed conflict, blockade, embargo, or
other international hostilities or restraints or orders of civic, civil defense,
or military authorities, or other national or international calamity having
occurred;
(v) any act of public enemy, riot or civil disturbance or threat
thereof; or
(vi) an injunction, temporary restraining order or other legal or
governmental action, which materially adversely affects the Company's ongoing
business and operations.
(f) Neither the Consultant nor Xxxxx directly or indirectly shall
issue or permit the issuance of any publicity whatsoever regarding, or grant any
interview to make any statements concerning, Xxxxx'x services hereunder, or any
of the results, products or proceeds thereof, without Company's prior written
consent in each such instance.
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(g) Neither the Consultant nor Xxxxx shall any right, power or
authority to accept any order or to assume or create any obligation, expressed
or implied, on behalf of the Company without previously being empowered by
either the Board or the CFO to do so.
(h) The Consultant shall furnish and be fully responsible for all
equipment. tools, and instrumentalities that may be necessary for the Consultant
to perform the Consulting Services.
(i) This Agreement may not be modified, altered or amended except by
an instrument in writing signed by the parties hereto.
(j) This Agreement shall be construed in accordance with the laws of
the State of California except to the extent that any provision of Section 9
hereof may relate to an interpretation of the corporation laws of Delaware, the
state in which the Company is domiciled, in which case such provision shall be
construed in accordance with the corporation laws of that state.
(k) Nothing in the Agreement is intended to require or shall be
construed as requiring the Company to do or fail to do any act in violation of
applicable law. The Company's inability pursuant to court order to perform its
obligations under this Agreement shall not constitute a breach of this
Agreement. If any provision of this Agreement is declared by a court of
competent jurisdiction to be void, invalid or enforceable, the remainder of this
Agreement shall nevertheless remain in full force and effect. If any provision
is held invalid or unenforceable with respect to particular circumstances, it
shall, nevertheless, remain in full force and effect in all other circumstances
and shall automatically be deemed to be replaced by another provision which are
as similar as possible to the provisions which are deemed unenforceable, but are
valid and enforceable.
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(l) Any notice to the Company required or permitted hereunder shall
be given in writing to the Company, either by personal service, facsimile or, if
by mail, by registered or certified mail return receipt requested, postage
prepaid, duly addressed to the Secretary of the Company at its then principal
place of business with a copy to Xxxxx X. Xxxxxx, Esq., Jeffer, Mangels, Xxxxxx
& Marmaro LLP, 0000 Xxxxxx xx xxx Xxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
00000. Any such notice to Consultant shall be given in a like manner, and if
mailed shall be addressed to Consultant at Consultant's address above or such
later address then shown in the files of the Company with a copy to
_______________________________________. For the purpose of determining
compliance with any time limit herein, a notice shall be deemed given on the
fifth business day following the postmarked date, if mailed, or the date of
delivery if personally delivered or delivered by facsimile.
(m) A waiver by either party of any term or condition of this
Agreement or any breach thereof, in any one instance, shall not be deemed or
construed to be a waiver of such term or condition or of any subsequent breach
thereof.
(n) This Consulting agreement along with Exhibit "A" hereto
constitutes the complete understanding of the parties with respect to the
subject matter hereof and supercedes all other arrangements, understandings and
agreements between the parties. In this regard, Consultant and Xxxxx acknowledge
and agree that the Company and I.T. Technology Pty. Ltd. have fulfilled all of
their obligations and discharged all of their responsibilities with regard to
Xxxxx'x employment by I.T. Technology Pty. Ltd. prior to the date hereof.
Furthermore, ConsultanT and Xxxxx acknowledge that such employment terminated as
of December 17th, 1999.
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(o) The section and subsection headings contained in this Agreement
are solely for convenience and shall not be considered in its interpretation.
(p) This Agreement may be executed in one or more counterparts, each
of which shall constitute an original.
(q) The Consultant represents and agrees that the Consultant has
carefully read and fully understands all of the provisions of this Agreement and
is voluntarily entering into this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
as of the day and year first written above.
COMPANY:
I.T. TECHNOLOGY, INC.
a Delaware corporation
/s/ XXXX XXXXXXX
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By: Xxxx Xxxxxxx
Its: Chief Executive Officer
CONSULTANT:
XXXXX CONSULTING, INC.
/s/ XXXXXX XXXXX
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By: Xxxxxx Xxxxx
Its: President
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