Consulting Agreement
THIS AGREEMENT is made effective as of the I st day of October, 1997,
between GALAXY MALL, INC., a Wyoming Corporation with a principal place of
business at 0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxx, Xxxx 00000, (hereinafter
referred to as GALAXY), and XXXX XXXXXXX with a principal place of business at
000 Xxxxx Xxxxx Xx., Xxxxxxxx, XX 00000 (hereinafter referred to as XXXXXXX)
WITNESSETH
WHEREAS GALAXY is in the business of providing electronic storefronts
and Internet presence via an electronic mall. on the World Wide Web known as
"The Galaxy Mall"; and
WHEREAS XXXXXXX is experienced and in the business of developing direct
marketing programs and products, and offering consulting and marketing advice
on promoting and marketing on the Internet; and
WHEREAS XXXXXXX desires to provide ongoing consulting services for
future marketing efforts in conjunction with present and future GALAXY
workshops, products, and services; and
WHEREAS XXXXXXX is in the business of developing direct marketing
programs for doing business on the Internet; and
WHEREAS GALAXY desires XXXXXXX to provide the above services for GALAXY;
and
WHEREAS GALAXY desires exclusive rights to use and sell XXXXXXX'x direct
marketing program which is based on his experience and name recognition, to
generate prospective purchasers of GALAXY's products, training, and services;
and
WHEREAS GALAXY and XXXXXXX are willing to enter into a non-exclusive
consulting and marketing agreement pursuant to the terms hereof
NOW, THEREFORE, in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which the parties
hereto acknowledge, the parties hereby agree as follows:
1. Consulting responsibilities. XXXXXXX agrees to provide consulting
services
that are centered on improving existing and future marketing programs.
A. At GALAXY's request XXXXXXX will assist in developing marketing
brochures, flyers, advertisements and related items that can be used in
conjunction with GALAXY's ongoing business efforts.
X. XXXXXXX will assist in locating and training potential GALAXY
speakers and presenters who could present information on GALAXY's current
workshops or future programs.
X. XXXXXXX will assist in the evaluation of future business products or
opportunities for GALAXY.
X. XXXXXXX will develop specific products/programs which can be sold by
GALAXY.
2. Prior Efforts. GALAXY and XXXXXXX agree that XXXXXXX has provided
valuable consulting and marketing input that may or may not continue to be
used by GALAXY in its current or future marketing programs.
3. Time Allocation. GALAXY and XXXXXXX agree that there is no direct
accounting required for time spent on consulting and marketing for GALAXY,
understanding that these consulting services will be provided on a part-time,
as needed, basis.
4. Compensation Terms. XXXXXXX will be compensated for these consulting
efforts according to the following terms:
A. GALAXY will pay XXXXXXX the sum of $60,000,00 annually for all
consulting services rendered as part of this Agreement. This sum will be paid
semi-weekly, or on such other dates as the parties mutually agree. Said annual
compensation will remain fixed for the first year of this agreement. Starting
with the second, year of this agreement the compensation amount will increase
by ten percent (10%) per annum. XXXXXXX understands that GALAXY has certain
cash and budget restraints as of the effective date of this Agreement;
and XXXXXXX agrees to provide the consulting services pertaining to this
Agreement without compensation from the effective date of this Agreement
through December 31, 1997. Regular semi-weekly compensation will begin
effective January 1, 1998.
B. GALAXY will pay all normal and reasonable business expenses related
to the fulfillment of XXXXXXX'X responsibilities as outlined in this
Agreement, e.g. travel, lodging, and meat expenses. XXXXXXX will provide to
GALAXY for prior approval, an estimate of expenses before they are incurred.
C. GALAXY acknowledges the fact that XXXXXXX is in the process of
providing an updated marketing course for doing business on the Internet, and
accordingly agrees to market this new updated Internet course to its existing
and future customers. The preliminary title of this program is "How To Get A
Second Paycheck Without Getting A Second Job - SPECIAL INTERNET EDITION." This
course will include a resource manual, audio tapes, and practical
applications. It is acknowledged that XXXXXXX has provided services
to GALAXY in 1997 for which XXXXXXX was not paid, In consideration of this,
GALAXY agrees to pay XXXXXXX a bi-weekly royalty based on actual funds
received by GALAXY, on a sliding scale, for this course according to the
following schedule:
Cumulative Sales of Courses Royalty Payment to Xxxxxxx
0 - 500 $25.00 per course
2,501 - 5,000 $20.00 per course
5,001 - Thereafter $15.00 per course
X. XXXXXXX is in the process of testing a direct marketing program that will
be followed up by a telemarketing sales program, wherein XXXXXXX will use his
past experience in direct marketing, the name recognition of Xxxx Xxxxxxx and
his course and television program called "How To Get A Second Paycheck Without
Getting A Second Job", and his Internet experience to offer Internet training
through a two step marketing effort. XXXXXXX will create a preliminary portion
of the new Internet course designed to be distributed to prospective customers
free. GALAXY will pay the production, mailing, and shipping costs of the
entire program, however no royalty will -be paid to XXXXXXX for this
preliminary section of the course. GALAXY agrees to compensate XXXXXXX for all
GALAXY sales of products, training, or other services, to leads generated from
this program. Said compensation, in addition to the above royalties for any
and all courses sold, will be paid as follows:
(1) GALAXY agrees to pay XXXXXXX the sum of five percent (5%) of the
gross sales of any and all GALAXY products, services, or training sold to new
leads generated by this program through any subsequent telemarketing efforts.
(2) GALAXY agrees to pay XXXXXXX the sum of ten percent (10%) of the
gross sales of any courses sold to prior customers of XXXXXXX. XXXXXXX will
provide the mailing list for these customers. AD subsequent sales of GALAXY
products, training, or services to these same customers will be compensated at
the same five percent (5%) royalty as indicated in paragraph 4.D.(I) above.
(3) Galaxy agrees to make all payments that become due under this
paragraph as sales dollars are received by GALAXY at least monthly and/or as
mutually agreed to by the parties to this Agreement.
E. GALAXY and XXXXXXX agree that compensation for any other XXXXXXX books,
courses, training materials, or marketing programs other than those described
in this Agreement will be subject to negotiations at a future time, when the
value and potential of said items can be better established.
5. Term of this Agreement. -This Agreement will remain in effect for a
minimum period of three years.
A. This Agreement will be effective October 1, 1997.
B. Following the third year anniversary of this Agreement, the Agreement
shall automatically renew each year, for one (1) year periods, and will remain
in effect for as long as XXXXXXX is willing to provide consulting services for
GALAXY, or GALAXY continues to market any XXXXXXX products, training, or
services.
6. Cancellation and Assignment. GALAXY and XXXXXXX agree that this agreement
can not be canceled for three years without approval of both parties. Any
cancellation will not negate any payments which may be due, or become due, as
a result of this Agreement. GALAXY and XXXXXXX agree that XXXXXXX may assign
any payments that are due, or may become due, through the terms of this
Agreement.
7. Compliance with Law . GALAXY and XXXXXXX shall conduct and maintain, at
all times, its activities and business operations in strict compliance with
all federal and state laws as applicable hereto.
8. NOTICES. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to
be given, or on the third day after mailing, if mailed to the party to
whom notice is to be given, by first-class, registered or certified mail,
postage prepaid, and unless either party should notify the other party in
writing of a change of address, properly addressed, as follows:
To: GALAXY Attention: Xxxxxxx Xxxxx
Chief Operating Officer
Galaxy Mall, Inc.
0000 X. Xxxxxx Xxxx, Xxxxx 000
Xxxxx, XX 00000
To: XXXXXXX Xxxx Xxxxxxx
000 Xxxxx Xxxxx Xx.
Xxxxxxxx, XX 00000
9. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the
parties. It may not be changed orally, but only by written agreement signed by
the party against whom enforcement of any waiver, change, modification,
extension, or discharge is sought.
10. SUCCESSION, This Agreement shall inure to the benefit and be binding upon
the parties hereto and upon their assignees and successors in interest of any
kind whatsoever.
11. SECTION HEADINGS, The section headings herein have been inserted for
convenience only and shall not be deemed to limit or otherwise affect the
construction of any provision herein.
12. SITUS. This Agreement shall be governed by the laws of the state of Utah.
13. ATTORNEY'S FEES. In the event of a breach of this Agreement, the breaching
party shall pay to the enforcing party all reasonable costs of enforcement,
with or without suit, including a reasonable attorney's fee, together with
such other legal costs as may be authorized by law.
14. SEVERABILITY. In the event any section, paragraph, or portion of this
Agreement shall be deemed to be by any court having lawful jurisdiction of the
subject matter of this Agreement void, voidable, or invalid for arty reason,
this Agreement shall be otherwise valid, and enforceable as if said void,
voidable, or invalid article, section, paragraph, or portion of this
Agreement had not been a part hereof in the first instance.
15. AUTHORITY TO BIND. Each person executing this Agreement hereby warrants
that he has full and legal authority to execute this Agreement for and on
behalf of the respective parties, and no further approval or consent of any
other person is necessary in connection therewith. Further, each person
executing this Agreement covenants and represents that the execution of this
Agreement is not in contravention of and will not result in a breach of any
other agreement contract, instrument, order, judgement or decree to which such
person is a party.
16. COUNTERPARTS. This Agreement may be executed in duplicate originals, each
of which shall be considered an original. For purposes of this section 16,
facsimile copies of this Agreement executed and transmitted by a party shall
be binding against such party as an original thereof.
17. CONFIDENTIALITY. The parties agree that the terms of this Agreement shall
remain confidential and shall not be publicized nor disclosed, other than to
GALAXY management, without the prior written consent of the non-disclosing
party.
IN WITNESS WHEREOF, the parties hereto this 30th day of August, 1997 have
hereunto set their hands and seals effective the day and year first written
above.
GALAXY MALL, INC.
By:/s/Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, COO
XXXX XXXXXXX
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
