Consultant Agreement
This Consultant Agreement is effective as of September 4, 2001, by and
between SHARECOM, INC., ("SHARECOM"), and Xxxxxxx Xxxxx, ("Consultant").
Recitals
WHEREAS, Consultant has been working with SHARECOM in reference to accounting
issues relative to SHARECOM being a public company subject to the disclosure
requirements of the Exchange Act of 1934, without a written Consultant
Agreement up to the date of this Agreement. Consultant and SHARECOM have
agreed to finalize the terms of Consultant's employment with SHARECOM and
reduce those terms to writing in this Agreement.
WHEREAS, SHARECOM desires assurance of the continued association and services
of Consultant in order to retain his experience, skills, abilities,
background, and knowledge, and is therefore willing to engage his services on
the terms and conditions set forth below.
WHEREAS, Consultant desires to continue consulting for SHARECOM and is
willing to do so on those terms and conditions set forth herein.
NOW THEREFORE, in consideration of the above recitals and the mutual promises
and conditions in this Agreement, and other good and valuable considerations,
the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. CONSULTANT. SHARECOM shall contract with Consultant in such capacity or
capacities SHARECOM 's Board of Directors may from time to time prescribe.
2. CONSULTANT'S DUTIES.
2.1. Duties at SHARECOM : Consultant shall assist SHARECOM in proforma
analysis and evaluation of the merger and acquisition candidates provided to
SHARECOM by any and all possible candidates. Consultant's duties in reference
to this analysis shall include, but not be limited to the following:
2.1.1 Implementing long-term accounting strategies and policies established
by the Board by defining and implementing short, medium, and long-term
objectives;
2.1.2 Communicating the results of merger and acquisiton analysis to the
board.
2.1.3 Determining and assisting business combination evaluation, and review
of SHARECOM'S disclosure documentation.
3. DEVOTION OF TIME. During the period of his agreement hereunder, and except
for illness, reasonable vacation periods and reasonable leaves of absence.
Consultant shall devote such of his business time, interest attention, and
effort to the faithful performance of his duties hereunder, as may be
reasonably necessary to the accomplishment and fulfillment of those duties.
4. NON- COMPETITION DURING TERM OF CONSULTANT. During the agreement term,
Consultant shall not, directly or indirectly, whether as a partner, employee,
creditor, shareholder, or otherwise, promote, participate, or engage in any
activity or other business directly competitive with SHARECOM 's business.
5. TERM OF AGREEMENT. Subject to earlier termination as provided in this
Agreement, Consultant shall be employed for a term beginning September 4,
2001, and ending September 4, 2002.
6. LOCATION OF CONSULTANT. Unless the parties agree otherwise in writing,
during the agreement term Consultant shall perform the services he is
required to perform under this Agreement at Consultant's offices, located in
Broomfield, Colorado; provided, however, that SHARECOM may from time to time
require Consultant to travel temporarily to other locations on SHARECOM 's
business.
7. COMPENSATION. SHARECOM shall pay compensation to Consultant in the
following amounts and on the following terms:
7.1 Payment. As consideration and inducement for Consultant to become
employed by SHARECOM , SHARECOM shall pay Consultant a one time payment of
150,000 shares of SHARECOM, S-8 stock valued at the bid price per share of
the stock ($0.57) on the date of this agreement, which sum shall be payable
upon execution of this Agreement by both parties.
8. TERMINATION BY SHARECOM . SHARECOM may terminate this Agreement at any
time, if termination is "For Cause", as hereinafter defined. "For Cause"
shall mean SHARECOM 's termination of Consultant due to an adjudication of
Consultant's fraud, theft, dishonesty to SHARECOM regarding Consultant's
duties or material breach of this Agreement, if Consultant fails to cure such
breach within ninety (90) days after written notice is given by the Board of
Directors to Consultant and Consultant fails with ninety (90) days of such
notification to commence such cure and thereafter diligently prosecute such
cure to completion.
9. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement by
giving SHARECOM thirty (30) days prior written notice of resignation.
10. TRADE SECRETS AND CONFIDENTIAL INFORMATION:
10.1 Nondisclosure. Without the prior written consent of SHARECOM ,
Consultant shall not, at any time, either during or after the term of this
Agreement, directly or indirectly, divulge or disclose to any person, firm,
association, or corporation, or use for Consultant's own benefit, gain, or
otherwise, any customer lists, plans, products, data, results of tests and
data, or any other trade secrets or confidential materials or like
information (collectively referred to as the "Confidential Information") of
SHARECOM and/or its Affiliates, as hereinafter defined, it being the intent
of SHARECOM , with which intent Consultant hereby agrees, to restrict
Consultant from disseminating or using any like information that is
unpublished or not readily available to the general public.
10.1.1 Definition of Affiliate. For purposes of this Agreement, the term
"Affiliate" shall mean any entity, individual, firm, or corporation, directly
or indirectly, through one or more intermediaries, controlling, controlled
by, or under common control with SHARECOM .
10.1.2 Consultant's Work Product. Consultant's work product during the course
of his employ by SHARECOM shall remain the property of SHARECOM
10.2 Return of Property. Upon the termination of this Agreement, Consultant
shall deliver to SHARECOM all lists, books, records, data, and other
information (including all copies thereof in whatever form or media) of every
kind relating to or connected with SHARECOM or its Affiliates and their
activities, business and customers, which information or material was
initially acquired by SHARECOM . Consultant shall be allowed to retain any
and all information on products, lists, books, records, data, or other
information initially produced by Consultant and provided to SHARECOM .
10.3 Notice of Compelled Disclosure. If, at any time, Consultant becomes
legally compelled (by deposition, interrogatory, request for documents,
subpoena, civil investigative demand, or similar process or otherwise) to
disclose any of the Confidential Information, Consultant shall provide
SHARECOM with prompt, prior written notice of such requirement so that
SHARECOM may seek a protective order or other appropriate remedy and/or waive
compliance with the terms of this Agreement. In the event that such
protective order or other remedy is not obtained, that SHARECOM waives
compliance with the provisions hereof, Consultant agrees to furnish only that
portion of the Confidential Information which Consultant is advised by
written opinion of counsel is legally required and exercise Consultant's best
efforts to obtain assurance that confidential treatment will be accorded such
Confidential Information. In any event, Consultant shall not oppose action by
SHARECOM to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded the Confidential
Information.
10.4 Assurance of Compliance. Consultant agrees to represent to SHARECOM, in
writing, at any time that SHARECOM so request, that Consultant has complied
with the provisions of this section, or any other section of this Agreement.
11. MISCELLANEOUS:
11.1 Authority to Execute. The parties herein represent that they have the
authority to execute this Agreement.
11.2 Severability. If any term, provision, covenant, or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the rest of this Agreement shall remain in full force and
effect.
11.3 Successors. This Agreement shall be binding on and inure to the benefit
of the respective successors, assigns, and personal representatives of the
parties, except to the extent of any contrary provision in this Agreement.
11.4 Assignment. This Agreement may not be assigned by either party without
the written consent of the other party.
11.5 Singular, Plural and Gender Interpretation. Whenever used herein, the
singular number shall include the plural, and the plural number shall include
the singular. Also, as used herein, the masculine, feminine or neuter gender
shall each include the others whenever the context so indicates.
11.6 Captions. The subject headings of the paragraphs of this Agreement are
included for purposes of convenience only, and shall not effect the
construction or interpretation of any of its provisions.
11.7 Entire Agreement. This Agreement contains the entire agreement of the
parties relating to the rights granted and the obligations assumed in this
instrument and supersedes any oral or prior written agreements between the
parties. Any oral representations or modifications concerning this instrument
shall be of no force or effect unless contained in a subsequent written
modification signed by the party to be charged.
11.8 Arbitration. Any controversy or claim arising out of, or relating to,
this Agreement, or the making, performance, or interpretation thereof, shall
be submitted to a panel of three (3) arbitrators. The arbitration shall
comply with and be governed by the provisions of the American Arbitration
Association. The panel of arbitrators shall be composed of two (2) members
chosen by Consultant and SHARECOM respectively and one (1) member chosen by
the arbitrators previously selected. The findings of such arbitrators shall
be conclusive and binding on the parties hereto. The cost of arbitration
shall be borne by the losing party or in such proportions as the arbitrator
shall conclusively decide.
11.9 No Waiver. No failure by either Consultant or SHARECOM to insist upon
the strict performance by the other of any covenant, agreement, term or
condition of this Agreement or to exercise the right or remedy consequent
upon a breach thereof shall constitute a waiver of any such breach or of any
such covenant, agreement, term or condition. No waiver of any breach shall
affect or alter this Agreement, but each and every covenant, condition,
agreement and term of this Agreement shall continue in full force and effect
with respect to any other then existing or subsequent breach.
11.10 Time of the Essence. Time is of the essence of this Agreement, and each
provision hereof.
11.11 Counterparts. The parties may execute this Agreement in two
(2) or more counterparts, which, shall, in the aggregate, be signed by both
parties, and each counterpart shall be deemed an original instrument as to
each party who has signed by it.
11.12 Attorney's Fees and Costs. In the event that suit be brought hereon, or
an attorney be employed or expenses be incurred to compel performance the
parties agree that the prevailing party therein be entitled to reasonable
attorney's fees.
11.13 Governing Law. The formation, construction, and performance of this
Agreement shall be construed in accordance with the laws of Nevada.
11.14 Notice. Any notice, request, demand or other communication required or
permitted hereunder or required by law shall be in writing and shall be
effective upon delivery of the same in person to the intended addressee, or
upon deposit of the same with an overnight courier service (such as Federal
Express) for delivery to the intended addressee at its address shown herein,
or upon deposit of the same in the United States mail, postage prepaid,
certified or registered mail, return receipt requested, sent to the intended
addressee at its address shown herein. The address of any party to this
Agreement may be changed by written notice of such other address given in
accordance herewith and actually received by the other parties at least ten
(10) days in advance of the date upon which such change of address shall be
effective.
IN WITNESS WHEREOF, the parties have entered into this Agreement on the date
first above written.
Consultant: /s/ Xxxxxxx Xxxxx
DATE: September 4, 2001 ________________________
Xxxxxxx Xxxxx
SHARECOM, Inc. /s/ Xxxx Xxxxxxxx
DATE :September 4
By:___________________________
XXXX XXXXXXXX, PRES.
