CONTRACT FOR PROFESSIONAL CONSULTING SERVICES
Exhibit
10.2
CONTRACT
FOR PROFESSIONAL CONSULTING SERVICES
This
professional consulting agreement is entered into by and between Xxxxxx Xxxxxx,
whose principal place of business is 0000 Xxxx Xxxxx, Xx Xxxxx, XX 00000,
hereafter referred to as “Consultant”, and Falcon Ridge Development, Inc., a
business entity duly organized and operating under the laws of the State of
Nevada, whose business address is 5111 Xxxx Tabo Boulevard N.E. Albuquerque,
New
Mexico 80202, hereafter referred to as the “Company.” Both Consultant and the
Company may be collectively referred to as the “parties.”
In
consideration of the mutual promises, covenants and representations made herein,
the parties agree as follows:
WHEREAS,
the Company is a business entity duly registered and operating under the laws
of
the State of Nevada; and
WHEREAS,
the Company is engaged in the lawful business of developing real estate;
and,
WHEREAS,
the Company desires to establish a professional consulting relationship with
Consultant, for the main purpose of having Consultant endeavor to use his
professional expertise towards developing strategic alliances, joint ventures
and/or mergers, as well as providing the Company with expertise and advise
concerning its business structure and operations; and,
WHEREAS,
Consultant is desirous of formalizing a contractual Relationship with the
Company for the express purpose of developing strategic alliances, joint
ventures and/or mergers, as well as providing the Company with expertise and
advise concerning its business structure and operations;
THUS,
THE
PARTIES AGREE AS FOLLOWS:
ARTICLE
ONE: IDENTIFICATION OF THE PARTIES TO BE BOUND BY THIS
AGREEMENT
Section
1.01 Parties
to this agreement are Consultant and the Company identified above.
Section
1.02 For
the
purposes of this agreement, the parties’ respective addresses are:
(i) the
Company:
0000 Xxxx Xxxx Xxxxxxxxx X.X.
Xxxxxxxxxxx,
Xxx
Xxxxxx 00000;
(ii) Consultant: 0000
Xxxx
Xxxxx
Xx Xxxxx, XX 00000
Austin
Consulting November 2006
Section
1.03 Any
formal notices or communications needed to be made pursuant to this agreement,
with the exception of typical daily communications necessary in order to fulfill
the services which are the subject matter of this agreement, must be made to
the
respective parties at the addresses indicated in Section 1.02
ARTICLE
TWO: THE TERM OF THIS AGREEMENT
Section
2.01 This
agreement, and the covenants and obligations assumed by the parties hereunder,
shall last for a specific term of ONE Year from the date this agreement is
signed by the parties hereto. If the parties hereto do not sign this agreement
on the same day, then the term of the agreement shall be for ONE Year from
the
latter date this agreement is signed by either party.
Section
2.02 After
this agreement becomes effective by both parties signing it, and after the
term
expires, this agreement may be renewed for another ONE Year term, as long as
both parties are amenable to such a renewal. This renewal shall be accomplished
by the parties signing a letter of renewal at least thirty (30) days before
the
original or pending twelve months term expires. This letter of renewal need
only
refer to this agreement and this subsection, and essentially state that both
parties agree to a single twelve-month extension. Both parties must sign the
letter of renewal. Once signed, the exact terms of this contract will be
extended another twelve months, along with the same obligations and
consideration on each parties behalf, that is, Consultant will continue to
provide the same services provided for herein to the Company, and the Company
will compensate Consultant similarly as provided for in the first or then
pending twelve month term.
Section
2.03 If
the
parties do decide to renew the terms of this agreement for a successive ONE-Year
term, all of the terms, provisions, covenants and obligations of this agreement
will be renewed, unless otherwise modified pursuant to the express agreement
of
the parties herein.
ARTICLE
THREE: TERMINATION OF THIS AGREEMENT
Section
3.01 If,
after
the original term of this agreement, neither the Company or Consultant desires
to continue on with the provisions hereof, then the declining party shall
communicate this fact to the other at least thirty days before the expiration
of
the twelve months term, and the contract will lapse due to expiration of
time.
Austin
Consulting November 2006
Section
3.02 If,
however, either party commits a material breach of the covenants and obligations
assumed hereunder, then, for cause, the non-breaching party may choose to
terminate this agreement, and stop either performing the services called for
herein, or cease paying the consideration called for in this agreement. A
material breach of this agreement will mean either party’s failure to live up to
the covenants and obligations assumed hereunder. If either party believes that
a
material breach of this agreement has, or is about to occur, then the ostensible
non-breaching party shall communicate in writing with the breaching party and
attempt to resolve any dispute. If the dispute cannot be resolved, then the
parties agree to submit the dispute to arbitration. The parties shall choose
an
arbitrator from the list of arbitrators available at the Superior Court for
the
State of New Mexico, County of Bernalillo. The parties shall bear the costs
of
arbitration equally. The parties agree that the arbitration shall be non-binding
and shall be governed by the rules set forth in the New Mexico Code of Civil
Procedure applying to Civil Arbitration. The parties agree that if arbitration
or other legal proceedings need to be initiated to enforce the terms or
provisions of this agreement, the prevailing party, as that party is determined
by an arbitrator or a court of competent jurisdiction, shall have the right
to
recover all costs and reasonable attorneys fees. Both parties agree to submit
to
the jurisdiction of the Superior Court for the State of New Mexico, County
of
Bernalillo.
ARTICLE
FOUR: COVENANTS UNDERTAKEN BY THE PARTIES -SERVICES AND CONSIDERATION
THEREFOR
Section
4.01 Consultant
agrees to perform the following consulting services on the Company’s behalf:
a.
Meeting and conferring with the Company’s management, board of directors,
officers, accountants, managers, employees and the like in reviewing its
business plans and operations; and
b.
Reviewing such documentation as Consultant may find necessary in evaluating
the
Company’s business plans, strategic alliance and joint venture opportunities on
behalf of the Company; and
c.
Performing any analysis that Consultant determines is necessary in formulating
plans, advice, recommendations and proposals to the Company regarding its
business, strategic alliances and/or joint ventures; and
d.
Consultant shall render such consulting services under this Agreement at his
own
cost.
Section
4.02 As
compensation for the faithful services assumed herein by Consultant, the Company
agrees to pay to Consultant three hundred thousand (300,000) shares of common
securities in the Company.
a.
It is
agreed to by the parties hereto that said payment of stock shall become due
and
payable immediately upon the execution of this agreement.
Austin
Consulting November 2006
b.
It is
also expressly agreed to by the parties hereto that said payment of FREE-TRADING
stock by the Company to Consultant shall be non-cancelable.
Section
4.03
The
Company also agrees to reimburse Consultant for any and all reasonable costs
incurred by Consultant in the performance of the duties undertaken by this
agreement, including, but not limited to: travel expenses, and long distance
phone charges.
ARTICLE
FIVE: MODIFICATION
Section
5.01 This
agreement, and the terms hereunder, cannot be modified unless by a signed
writing executed by the parties hereto. The parties acknowledge that this
agreement is the final expression of their agreement, and merges any and all
previous oral and written agreements, negotiations and communications.
ARTICLE
SIX: GOVERNING LAW
Section
6.01 This
agreement shall be governed and interpreted by the laws of the State of New
Mexico. The Courts of the State of New Mexico, County of Bernalillo shall have
jurisdiction over the interpretation and enforcement of this
agreement.
ARTICLE
SEVEN: EFFECT OF WAIVER
Section
7.01 The
waiver by either party of any particular clause or part of this agreement,
or
any obligation hereunder, shall not constitute a waiver of any or all of the
remaining portions of this agreement. Likewise, the waiver by either party
of
any specific remedy, or part thereof, provided for under this agreement, shall
not limit the waiving party’s right to any other remedy provided for under the
law of the State of Nevada.
ARTICLE
EIGHT: AUTHORITY TO BIND PRINCIPALS
Section
8.01 Each
party hereto acknowledges that they have complete authority to enter into this
agreement either individually, or in a representative or agency capacity with
a
corporate, or other business entity.
ARTICLE
NINE: NO EMPLOYMENT RELATIONSHIP
Section
9.01 It
is
recognized and affirmed by the parties hereto, that Consultant is an independent
contractor. Neither Consultant nor Consultant's employees (if any) or contract
personnel are, or shall be deemed, the Company’s employees. In its capacity as
an independent contractor, Consultant agrees and represents, and the Company
agrees, as follows:
a. Consultant
reserves the right to perform services for others during the term of this
agreement; however, Consultant will not perform services for any competitors
of
the Company’s during the term of this agreement, or for a period of two years
after the services rendered under this Agreement have been
completed.
b.
Consultant has the sole right to control and direct the means, manner and method
by which it performs the services to be rendered pursuant to this agreement.
Consultant has the right to perform the services required under this agreement
at any place or location or at any time it determines is
appropriate.
c.
Consultant has the power to hire assistants, subcontractors, or to use employees
or contract personnel to provide the services agreed to herein. The services
to
be provided by Consultant to the Company are to be performed solely by
Consultant, or any assistants, subcontractors, employees or contract personnel
whom Consultant deems are necessary to perform said services. the Company shall
not hire, supervise or control any assistants to help Consultant, and neither
shall the Company provide any training to said personnel. the Company shall
not
require that Consultant, or any of Consultant’s employees, assistants, contract
personnel or subcontractors devote full time to the services to be performed
herein.
d.
Consultant has complied with all federal, state and local laws requiring
business permits, certificates, and licenses required to carry out the services
to be performed under this agreement.
e.
The
Company will not withhold FICA from Consultant’s payments or make FICA
payments
on Consultant’s behalf; the Company will not make state or federal unemployment
compensation contributions on Consultant’s behalf; or, withhold state
or
federal income taxes from Consultant’s payments.
f.
Consultant understands that neither Consultant nor Consultant’s employees or
contract personnel are eligible to participate in any employee pension, health,
vacation
pay, sick pay, or other fringe benefit plan of the Company.
g.
The
Company shall not obtain workers' compensation insurance on behalf of Consultant
or any of Consultant’s employees, or contract personnel. If Consultant does have
to hire employees or contract personnel in order to perform the services
contemplated under
this agreement, then Consultant will bear all responsibility for acquiring
workers' compensation insurance and agrees to hold the Company harmless from
any
claim for workers' compensation benefits filed by one of Consultant’s employees,
subcontractors or contract personnel in performing the services rendered under
this Agreement. Consultant also agrees to hold the Company harmless from all
costs and attorney's fees in the event that any claim contemplated under this
section by one of Consultant’s employees or contract personnel is
filed.
Austin
Consulting November 2006
h.
The
Company shall make no state or federal unemployment compensation payments on
behalf of Consultant or any of Consultant’s subcontractors, employees, or
contract personnel. Consultant will not be entitled to these benefits in
connection with work performed under this agreement.
ARTICLE
TEN: CONFIDENTIAL INFORMATION
Section
10.01 The
parties understand and acknowledge that each of them (and their respective
employees, consultants and subcontractors) may have disclosed to it, in
connection with the rendition of services and performance of their obligations
of this agreement, confidential and/or proprietary information of the other
party. The parties hereto agree that said confidential or proprietary
information shall be held strictly confidential, and that should legal action
become necessary to enforce this clause, the non-breaching party shall recover
costs and attorney’s fees as expressed herein.
ARTICLE
ELEVEN: ASSIGNMENT
Section
11.01 Neither
party hereto may assign this Agreement without the prior written consent of
the
other party signed by such other party's duly authorized representative, which
consent may be given or withheld in the sole discretion of the applicable party
whose consent is requested.
ARTICLE
TWELVE: COUNTERPART EXECUTION/FACSIMILE SIGNATURES
Section
12.01 This
agreement may be executed in counterparts by the parties, with delivery to
each
party of the other party’s signature by facsimile being acceptable. Each
executed copy of this agreement being so delivered shall be binding upon all
parties hereto.
FALCON
RIDGE DEVELOPMENT, INC.
(The
“COMPANY”)
By: /s/
XXXX XXXXXXX
XXXX
XXXXXXX
Its: President/CEO
Dated:
November 20, 2006
XXXXXX
XXXXXX
(The
“CONSULTANT”)
By: /s/
XXXXXX XXXXXX
XXXXXX
XXXXXX
Dated:
November 20, 2006
