CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made between X. Xxxxx &
Company, Inc., a Nevada corporation ("CJC") and, Para-Link, Inc. ("Corporation"
or "Client"), with respect to the following:
RECITALS
WHEREAS, CJC is in the business of providing public relations and
general business consulting services to privately held and publicly held
corporations; and
WHEREAS, the Client is a public company trading on the OTC Bulletin
Board, symbol ("PLNK"), and wishes to retain the services of CJC.
AGREEMENT
CONSIDERATION of the mutual promises made by CJC and the Client, and
the terms and conditions hereafter set forth, the receipt and adequacy of such
consideration being mutually acknowledged, CJC and the Client therefore agree to
the following:
1. TERMS OR THIS CONSULTING AGREEMENT:
A. TERM: The initial turn shall be for one year commencing upon
execution of this Agreement.
B. CONSULTING SERVICES: As a public relations company, which
incorporates a variety of programs, techniques and tools, CJC
will provide general assistance to Client in the area of
public relations, such as: preparing and disseminating
financial press releases to various news wire organizations;
disseminating relevant corporate information to the general
public and brokerage houses; assisting Client in the promotion
of the Corporation's day to day market activities; acting as a
liaison on behalf of the Corporation with the general public
and equity brokers, and any other public relations activities
that the parties herein agree upon in writing.
C. CONSIDERATION: For services rendered by CJC on behalf of
Client pursuant to this Agreement, upon execution of this
Agreement. Client shall compensate CJC as follows:
1. CJC shall have an option to exercise the purchase,
directly or through an affiliate, of 800,000 warrants
of PLNK, which shall be converted to PLNK
free-trading stock at $0.50 a share. Though it does
not guarantee that it will do so, CJC, it its sole
discretion, will attempt to exercise said option to
purchase a minimum of 25,000 of said warrants
commencing within 7 days after the formal execution
of this agreement. Further, and again, at its sole
discretion, CJC will consider exercising said option
to purchase additiona1 25,000 warrants of PLNK each
and every week thereafter, until its option to
increase 800,000 PLNK warrants have been exhausted.
D. EXPENSES. Unless otherwise agreed to in writing, each parry
shall be responsible for its own costs with regard to the
terms and conditions set forth in this Agreement.
E. EXTENSIONS AND RENEWALS: This Agreement may be extended
("Extension Period") on a quarterly basis by mutual agreement
of the parties, following a mutual1y negotiated, written
amendment to this Agreement specifying the new time period,
terms of the Amendment and CJC's compensation for the
Extension Period. Notice of mutually agreed extension
amendment must comply with Section 1-F.
F. OFFICIAL NOTICE. All official communications or legal notices
shall be given in writing by registered or certified mail,
addressed to the respective party at the postal address or
other address(es) as each party may hereafter designate in
writing, or when sent by facsimile transmission, charges
prepaid. The present addresses of the parties are as follows:
X. XXXXX & COMPANY, INC.
0000 Xxxx Xxxxxxxx Xxxx Xxxxxx
Xxxxxxxxx Xxxxx, Xxxxxxxx 00000
000-000-0000 (phone)
000-000-0000 (fax)
Attn: C. Xxxxx Xxxxx
AND,
PARA-LINK. INC
0000 Xxxxxx Xx.
Xxxx Xxxxx, XX 00000
81 7-589.0707
Attn Xxx Xxxxxxx
2. CONFIDENTIALITY OF PROPRIETARY INFORMATION:
A. CONFIDENTIAL INFORMATION
1. "Confidential Information" means any proprietary
information, technical data or know-how disclosed to
CJC, either directly or indirectly in writing,
orally, by drawing, or by inspection or other
tangible items. Confidential information shall
include, without limitation, all business, product,
research and financial plans of Client disclosed to
or discussed with CJC.
2. Client agrees not to use any of CJC's or any of its
part or sibling companies ("CJC and Companies")
confidential information for its own uses or for any
purpose except to carry out discussions or a business
understanding between Client and CJC.
3. Client agrees not to disclose any of CJC and
Companies' confidential information to any third
party and, and that they will take all reasonable
measures to protect the secrecy of and avoid
disclosure or use of CJC and Companies' confidential
information.
4. Client and CJC acknowledge that nothing contained in
this Agreement will be construed as granting any
rights, by license or otherwise, to either party's or
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any of its parent or sibling companies' confidential
information, except as specified in this Agreement.
5. CJC agrees to be bound by all of the above terms
contained in this Section concerning Client's
confidential and proprietary information that may be
obtained in the course of this Agreement.
B. LIMITATION OF LIABILITY FOR NON PARTY DISCLOSURES: CJC shall
have no liability to the Client with respect to the use or
disclosure to others not party to this Agreement, of such
information as CJC can establish to:
1. Have been publicly known;
2. Have become known, without fault on the part of CJC,
subsequent to disclosure by Client of such
information to CJC;
3. Have been otherwise known by CJC prior to
communication by the Client to CJC of such
information; or
4. Have been received by CJC at any time from a source
other than Client lawfully having possession of such
information.
C. UNAUTHORIZED USE: Both parties agree that any unauthorized use
of any proprietary information whether accidental or otherwise
shall be construed as intentional and shall be considered a
breach of this Agreement.
3. ARBITRATION:
A. All disputes that cannot be settled between the parties
together under this Agreement, shall be settled by arbitration
in accordance with the rules of the American Arbitration
Association then controlling.
B. DISPUTES SHALL NOT AFFECT AGREEMENT. Disputes, differences or
controversies between the parties during the term of this
Agreement shall not interrupt performance of this Agreement.
1. In the event of any such dispute, difference or
controversy this agreement shall continue to be in
full force, and settlements and payments shall be
made in the same manner as prior to such dispute,
difference or controversy, until the matter in
dispute has been finally determined between the
parties.
4. TERMINATION OF AGREEMENT:
A. BREACH: Unilateral termination of this Agreement prior to
conclusion of the 1 year term shall be considered breach of
this Agreement.
B. FAILURE TO REMIT EXPENSES: The continued lack of payment by
Client to CJC for a period of 14 continuous days pursuant to
Section 1(C) shall be considered a breach of this Agreement
and shall, at CJC's option, be valid grounds to terminate this
Agreement.
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C. COSTS DUE UPON BREACH: Notwithstanding the breach of this
Agreement by Client, CJC shall be entitled to receipt of all
fees, hard costs, compensation and expenses incurred for
actual work performed at its normal consulting rates, and
shall retain or continue to be entitled to any stock either
issues or authorized to be issued to CJC or its designees.
5. CONTROLLING LAWS OF AGREEMENT:
A. BEST EFFORTS BASIS: CJC agrees that it will at all times
faithfully, to the best of its experience, ability and
talents, perform all the duties that may be requried of and
from CJC pursuant to the terms of this Agreement. CJC does not
guarantee that its efforts will have any impact on Client's
business or that any subsequent financial improvement will
result from CJC's efforts. Client understands and acknowledges
that the success or failure of CJC's efforts will be
predicated on Client's assets, operating results and
management decisions.
B. BINDING LAW: This Agreement shall be subject to all valid
applicable laws, rules and regulations of the State of
Colorado and of the United States. In the event that this
Agreement, any of its provisions, or its outlined operations
are found to be inconsistent with or contrary to any such
laws, rules or regulations, the latter shall control.
Furthermore, if commercially practicable, this Agreement shall
be considered modified accordingly and shall continue in full
force and effect as so modified.
1. Both parties reserve the right to meet within a
reasonable time and discuss any necessary amendments
or modifications should the modified Agreement not be
commercially practicable in the opinion of either
party's legal counsel.
2. In the event of litigation or other dispute
resolution, this Agreement shall be controlled by the
laws of the State of Colorado.
3. In the event of dispute resolution, disputes,
differences, or controversies shall be heard in the
venue of the State of Colorado, in Xxxxxxx County,
Colorado.
C. ENTIRE AGREEMENT: This Agreement shall constitute the entire
Agreement between the parties unless modified by a written
amendment signed by all of the parties or their successors in
interest. There are no other agreements, undertakings,
restrictions, representations or warranties among the parties
other than those described and provided for in this Agreement
and expressly signed by the parties therein.
D. WAIVER: Client agrees that CJC's failure to enforce any
provision or provisions of this Agreement shall not in any way
be construed as a waiver of that provision or provisions, nor
shall such failure prevent CJC from thereafter enforcing each
and every provision of this Agreement.
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6. DUE DILIGENCE: The parties herein agree to mutually cooperate with each
other concerning any reasonable requests with respect to pursing proper
and necessary due diligence.
7. PARTIES' REPRESENTATIONS: Client represents to CJC and CJC represents
to Client that each of the following are true and complete as of the
date of this Agreement:
A. Client and CJC are corporations organized, validly existing,
and in good standing under the laws of the state(s) of their
incorporations, with full corporate power and authority and
all necessary governmental authorization to own, lease and
operate property and carry on their businesses as they are now
being conducted. Client and CJC are qualified to do business
in and are in good standing in every jurisdiction in which the
nature of their businesses or the property(ies) owned and
leased by them makes such qualifications necessary.
8. CJC IS NOT AN AGENT OR EMPLOYEE OF CLIENT: CJC's obligations under this
Agreement consist solely of the services previously described. In no
event shall CJC be considered to act as an employee or agent of Client
or otherwise represent or bind Client. For the purposes of this
Agreement, CJC is an independent contractor. All final decisions with
respect to acts of Client, whether or not made pursuant to or in
reliance on information or advice furnished by CJC in this Agreement,
shall be those of Client. CJC's employees or agents shall under no
circumstances be liable for any expense incurred or loss suffered by
Client as a consequence of such action or decisions.
9. ATTORNEY FEES: In the event that any court proceeding or dispute
resolution procedure is brought under or in connection with this
Agreement, the prevailing party in such proceeding (whether on trial or
on appeal) shall be entitled to recover from the other party all costs,
expenses and reasonable attorneys' fees incidental to such legal
action. The term "prevailing party" as defined in this Agreement shall
mean the party in whose favor a final judgment or award on the defined
Agreement shall mean the merits is entered. The prevailing party of the
______________________________________.
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10. FACSIMILE COUNTERPARTS: If a party is facsimile of the signature page
to the other ________________ the electronic facsimile as a signed
Agreement may be executed in counterpart. [MISSING TEXT]
AGREED TO this 27th day of April, 1998
X. XXXXX & COMPANY, INC.
/s/ C. Xxxxx Xxxxx
----------------------------------------
C. Xxxxx Xxxxx, President
PARA-LINK, INC.
/s/ Xxxxxx Xxxxxxxx
----------------------------------------
Xxxxxx Xxxxxxxx, Chairman and CEO
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