EXHIBIT 99.02
CONSULTING AGREEMENT
This CONSULTING AGREEMENT made as of July 22, 2002, by and between Chi
Xxxx Xx, an individual with an address of 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxx
Xxxxxx 00000, (hereinafter referred to as "Consultant") and Adirondack Pure
Springs Mt. Water Co., Inc., a New York corporation with offices at 0000
Xxxxxxxx Xxxx, Xxxxx 000X, Xxxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as
the "Company").
WHEREAS, the Company desires to obtain the benefit of the services of
Consultant to provide the services hereinafter set forth during a two year
period commencing June 13, 2002 and ending June 12, 2004 at the rate of
compensation set forth herein; and
WHEREAS, the Consultant desires to render such services to the Company;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained and the acts herein described, it is agreed between the parties
as follows:
1. The Company hereby engages and retains Consultant and
Consultant hereby agrees to render services and advice to the Company for a two
(2) year period commencing July 22, 2002 and ending July 21, 2004
2. The services to be rendered by Consultant shall consist of
giving advice and opinions to the Company concerning but not limited to, (1)
Introduction to new business customers, including, but not limited, to the asian
community both domestically and abroad, principally in mainland China and Taiwan
(2) Advice and guidance on relations with the asian community domestically and
in mainland China and Taiwan, (3) language interpretation and cultural guidance
and explanation within the mainland China, Taiwan, and domestic asian community,
(4) Introduction to potential joint venture and financial opportunities related
to new product development, culture specific brand development, potential merger
and acquisition opportunities related to product, brand, production facility,
water sources, or related businesses both domestically and in mainland China and
Taiwan, (5) guidance and advice on cultural, political, and business relations
with the local, regional, and national governments in mainland China and Taiwan.
Consultant shall have the sole discretion as to the form, manner, and place in
which said advice shall be given and the amount of time to be devoted to serve
under this Agreement. The Company will rely on the consultant to work as many
hours as may be reasonably necessary to fulfill Consultant's obligations under
this Agreement. Except as provided hereinafter, an oral opinion by the
Consultant to the Company shall be considered sufficient compliance with the
requirements of this paragraph. Consultant shall devote to the Company only such
time as it may deem necessary, and when reasonably requested by the Company, and
shall not by this agreement be prevented or barred from rendering services of
the same or similar nature, as herein described, or services of any nature
whatsoever for or on behalf of persons, firms, or corporations other than the
Company. The Company recognizes the Consultant provides services to other
clients. The Company acknowledges that it has already receive substantial advice
and services from the Consultant and its beneficial owners.
3. The Company shall compensate the Consultant as follows:
(i) The payment of an annual fee $150,000.00 or one
initial payment of 880,000 shares of free trading common stock to be registered
under a Registration Statement on Form S-8 or any other available form.
(ii) The Consultant shall pay all "out-of-pocket" expenses
in connection with the services rendered and shall not be entitled to
reimbursement from the Company, including all travel and associated expenses
4. The Company will not provide support services, including
office space and secretarial services, for the benefit of the Consultant.
5. The Consultant and the Company recognize that the Consultant's
Services will include working on various projects for the company. The
Consultant shall obtain the approval of the Company prior to the commencement of
a new project.
6. It is understood by the parties that the Consultant is an
independent contractor with respect to the Company, and not an employee. The
Company will not provide fringe benefits, including health insurance benefits,
paid vacation, or any other employee benefit, for the benefit of the Consultant.
7. The Company recognizes that the Consultant has and will have
the following information:
- trade secrets
- contact information
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of the Company and need to be protected from
improper disclosure. In consideration for the disclosure of the information, the
Consultant agrees that the Consultant will not at any time or in any manner,
either directly or indirectly, use any Information for the Consultant's own
benefit, or divulge, disclose, or communicate in any manner any Information to
any third party without the prior written consent of the Company. The Consultant
will protect the Information and treat it as strictly confidential. A violation
of this paragraph shall be a material violation of this Agreement.
8. The confidentiality provisions of this Agreement shall remain
in full force and effect after the termination of this Agreement.
9. Upon termination of this Agreement, The consultant shall
deliver all records, notes, data, memoranda, models, and equipment of any nature
that are in Consultant's possession or under Consultant's control and that are
the Company's property or relate to the Company's business.
10. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as follows:
IF for the Company:
Adirondack Pure Springs Mountain Water Co. Inc.
Attn.: Xxxxx Xxxxxxx, CEO/President
0000 Xxxxxxxx Xxxx - Xxxxx 000X
Xxxxxxxx, Xxx Xxxx 00000
IF for the Consultant:
Chi Xxxx Xx
000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
11. This instrument contains the entire agreement of the parties.
There are no representations or warranties other than as contained herein, and
there shall not be any liability to Consultant for any service rendered to the
Company pursuant to this agreement. No waiver or modification hereof shall be
valid unless executed in writing with the same formalities as this Agreement.
Waiver of the breach of any term or condition of this Agreement shall not be
deemed a waiver of any other subsequent breach, whether of like or of a
different nature.
12. This agreement shall be construed according to the laws of
State of New York as they are applied to agreements executed and to be performed
entirely within such State and shall be binding upon the hereto, their
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed
and their respective seals to be hereunto affixed the day and year first above
written.
/s/ CHI XXXX XX
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Chi Xxxx Xx
Adirondack Pure Springs Mountain Water Co., Inc.
/s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx, President, CEO
