CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of
February 19, 1999 by and between Xxxxxx X. North, an individual (North) and
Guardian Technologies International, Inc., a Delaware corporation
("Guardian").
In consideration of the mutual promises set forth herein, the sufficiency of
which is hereby acknowledged by each of the parties hereto, the parties hereby
agree as follows:
1. CONSULTING SERVICES. North hereby agrees to provide and perform for
the benefit of Guardian certain consulting services ("Services"), as more
fully set forth on Exhibit A attached hereto and incorporated herein by this
reference, or as may be requested by Guardian from time to time and described
in a supplement to Exhibit A approved by each of the parties hereto (a
"Supplement"), and Guardian hereby hires and engages North to provide the
Services.
2. CONSIDERATION FOR SERVICES. As consideration for the Services,
Guardian shall pay North an amount equal to five thousand dollars ($5,000) per
month payable in advance on the first day of each month. In addition,
Guardian shall issue North 4,167 shares of common stock per month (total of
50,000 shares). Guardian will be under no obligation to pay or reimburse
North for any additional services or for any costs or expenses incurred in
connection with the Services, except upon Guardian's prior written approval
thereof.
3. COMPLETION OF TASKS; TERM OF AGREEMENT. The term of this Agreement
shall be effective as of February 19, 1999, and shall continue until February
19, 2000.
4. INDEPENDENT CONTRACTOR STATUS. The relationship of Consultant to
the Company is that of an independent contractor, and nothing herein shall be
construed or deemed as creating any other relationship. As an independent
contractor, Consultant shall have the sole responsibility for paying taxes,
workers compensation, employee benefits (if any), and all similar obligations,
and shall be charged with performing the Services and completing the Tasks in
the way that Consultant deems the most feasible or desirable in order to
accomplish the Tasks in the most efficient manner possible.
5. NOTICES, ETC. All notices, demands, and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing
(including facsimile or similar transmission) and mailed (by certified mail,
return receipt requested), sent, or delivered (including by way of overnight
courier service), (i) if to Guardian, to 00 Xxxxxxx Xxxxxx, X.X. Xxx 0000,
Xxxxxxxx, XX 00000, and in the case of facsimile transmission, to telecopy no.
(000) 000-0000, in each case to the attention of J. Xxxxxx Xxxxxx; and if to
North, to 000 Xxxxx Xxxx, Xxxxxxxx, XX 00000, and in the case of facsimile
transmission, to telecopy no. (000) 000-0000, in each case to the attention of
Xxxxxx X. North, or, as to each party, to such other person and/or at such
other address or number as shall be designated by such party in a written
notice to the other party. All such notices, demands, and communications
shall be effective when sent; provided, however, that if sent by facsimile
transmission, notices, demands, and other communications shall be confirmed by
same day certified mail, return receipt requested.
6. AMENDMENTS, ETC. No modification, amendment, or waiver of any
provision of this Agreement shall be effective unless the same shall be in
writing and signed by each of the parties hereto. Any waiver of any provision
of this Agreement shall be effective only in the specific instance and for the
specific purpose for which given.
7. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and agreement between the parties and supersedes all previous
understandings, agreements, communications, and representations, whether
written or oral, concerning the treatment of information and other matters to
which this Agreement relates.
8. NO WAIVER; REMEDIES. No failure on the part of any party to this
Agreement to exercise, and no delay in exercising, any right, power, or
privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.
9. SEVERABILITY. Any provision of this Agreement which is prohibited,
unenforceable, or not authorized in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition,
unenforceability, or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability, or legality of
such provision in any other jurisdiction.
10. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the state of Delaware.
12. CAPTIONS. The captions contained in this Agreement are for
convenience only and shall not affect the construction or interpretation of
any provisions of this Agreement.
13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same instrument. One or more
counterparts of this Agreement may be delivered via telecopier with the
intention that they shall have the same effect as an original executed
counterpart hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
Xxxxxx X. North Guardian Technologies International, Inc.,
an individual a Delaware corporation
By:_________________________ By:__________________________________
Its:________________________ Its:_________________________________
EXHIBIT A
SERVICES
1. Corporate Strategy
2. Sales & Marketing
3. Armor Manufacturing
