CONSULTING AGREEMENT
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THIS CONSULTING AGREEMENT (this "Agreement") is made as of this 25th
day of November 1998, by and between Uniservice Corporation, a Florida
corporation (the "Company"), with its principal place of business at 0000 Xxxxxx
Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 and Xxxx Xxxxxxxxx (the
"Consultant"), an individual residing in Freeport, Bahamas.
R E C I T A L S:
WHEREAS, Consultant has experience in marketing and advertising in the
fast food industry; and
WHEREAS, the Company owns and operates, under license, 30 Kentucky
Fried Chicken(R) restaurants in Chile;
WHEREAS, the Company desires to engage Consultant and Consultant
desires to be engaged as a consultant to the Company on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Consulting Services. During the term of this Agreement, the
Consultant is hereby retained by the Company to assist the Company in marketing
and promoting the Company's restaurants (the "Consultant's Duties"). The
Consultant shall provide such consulting services as reasonably may be required
in order for the Consultant to achieve the goal contemplated by the preceding
sentence. The Consultant shall be responsible to, and shall report to, the
Company's Board of Directors.
2. Term. The term of this Agreement shall commence on the date first
written above and continue until December 31, 1999.
3. Compensation. As compensation for Consultant performing Consultant's
Duties, Consultant shall receive 25,000 shares of Class A Common Stock of the
Company. Fifteen thousand (15,000) shares of Class A Common Stock shall be
delivered on the date hereof and registered under a Form S-8 immediately and the
remaining 10,000 shares shall be delivered on January 1, 1999 and registered
under a Form S-8 immediately after delivery. Inasmuch as the Consultant is
knowledgeable, sophisticated and has access to comprehensive information
relevant to the Company, such transaction was undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended.
4. Representations and Warranties of the Company. The Company hereby
represents and warrants that this Agreement and the transactions contemplated
hereunder have been duly and validly authorized by all requisite corporate
action; that the Company has the full right, power and capacity to execute and
deliver this Agreement and perform its obligations hereunder; that the execution
and delivery of this Agreement and the performance by the Company of its
obligations pursuant to this Agreement do not constitute a breach of or a
default under any agreement or instrument to which the Company is a party or by
which it or any of its assets are bound; and that this Agreement, upon execution
and delivery of the same by the Company, will represent the valid and binding
obligation of the Company enforceable in accordance with its terms. The
representations and warranties set forth herein shall survive the termination of
this Agreement.
5. Representations and Warranties of the Consultant. The Consultant
hereby represents and warrants that this Agreement and the transactions
contemplated hereunder have been duly and validly authorized by all requisite
action; that the Consultant has the full right, power and capacity to execute
and deliver this Agreement and perform his obligations hereunder; that the
execution and delivery of this Agreement and the performance by the Consultant
of his obligations pursuant to this Agreement do not constitute a breach of or a
default under any agreement or instrument to which the Consultant is a party or
by which he or any of his assets are bound; and that this Agreement, upon
execution and delivery of the same by the Consultant, will represent the valid
and binding obligation of the Consultant enforceable in accordance with its
terms. The representations and warranties set forth herein shall survive the
termination of this Agreement.
6. Confidentiality. The Consultant agrees that all non-public
information pertaining to the prior, current or contemplated business of the
Company constitutes valuable and confidential assets of the Company. Such
information shall include, without limitation, information relating to customer
lists, bidding procedures, intellectual property, patents, trademarks, trade
secrets, financing techniques and sources and such financial statements of the
Company as are not available to the public. Consultant, his employees, agents
and representatives shall hold all such information in trust and confidence for
the Company and shall not use or disclose any such information for other than
the Company's business and shall be liable for damages incurred by the Company
as a result of the use or disclosure of such information other than in
furtherance of the Company's business, except (i) where such information is
publicly available other than through a breach of this Agreement, or (ii) where
such information is subsequently lawfully obtained by Consultant from a third
party or parties, or (iii) if such information is known to Consultant prior to
the execution of this Agreement, or (iv) as may be required by law.
7. Amendment or Assignment. No modification, waiver, amendment,
discharge or change of this Agreement shall be valid unless the same is
evidenced by
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a written instrument, executed by the party against which such modification,
waiver, amendment, discharge, or change is sought. This Agreement is not
assignable by the Consultant without the prior written consent of the Company,
which such consent may not be forthcoming.
8. Notices. All notices, demands or other communications given
hereunder shall be in writing and shall be deemed to have been duly given on the
day when delivered in person or transmitted by confirmed facsimile transmission
or on the third calendar day after being mailed by United States registered or
certified mail, return receipt requested, postage prepaid, to the addresses
herein above first mentioned or to such other address as any party hereto shall
designate to the other for such purpose in the manner herein set forth.
9. Relationship of the Parties. The relationship of the Consultant to
the Company shall be that of independent contractor, and not employee. The
Consultant shall have no authority to bind, and shall not undertake to bind, the
Company as to any third party.
10. Entire Agreement. This Agreement contains all of the understandings
and agreements of the parties with respect to the subject matter discussed
herein. All prior agreements, whether written or oral, are merged herein and
shall be of no force or effect.
11. Severability. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
12. Construction and Enforcement. This Agreement shall be construed in
accordance with the laws of the State of Florida, without and application of the
principles of conflicts of laws. Any suit, action or proceeding with respect to
this Agreement shall be brought in the state or federal courts located in Palm
Beach, County in the State of Florida. The parties hereto hereby accept the
exclusive jurisdiction and venue of those courts for the purpose of any such
suit, action or proceeding. The parties hereto hereby irrevocably waive, to the
fullest extent permitted by law, any objection that any of them may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement or any judgment entered by any court in
respect thereof brought in Palm Beach County, Florida, and hereby further
irrevocably waive any claim that any suit, action or proceeding brought in Palm
Beach County, Florida, has been brought in an inconvenient forum.
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13. Binding Nature, No Third Party Beneficiary. The terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties, and their respective successors and assigns, and is made solely and
specifically for their benefit. No other person shall have any rights, interest
or claims hereunder or be entitled to any benefits under or on account of this
Agreement as a third-party beneficiary or otherwise.
14. Counterparts. This Agreement may be executed in any number of
counterparts, including facsimile signatures which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
UNISERVICE CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, President
Chief Executive Officer
CONSULTANT
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
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