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CONSULTING AGREEMENT
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into as of June 15, 1996 by
and between VALUE HOLDINGS, INC. a Florida corporation f/k/a Linium
Technology, Inc. (the "Company"), and Gemini Integrated Financial
Services Corp, (the "Consultant")
WITNESSETH:
WHEREAS, the Company desires to receive the benefit of the
expertise, knowledge and experience of the Consultant in connection
with Financial, Public Relations, Administration and Para-Legal
services;
WHEREAS, each of the Company and the Consultant desires to
enter into this Consulting Agreement;
NOW, THEREFORE, in consideration of the respective covenants
and agreements of the parties set forth herein, the parties hereby
agree as follows;
1. Term and Services. Commencing as of the date hereof, and
continuing thereafter through December 31, 1999 (the "Consulting
Period"), the Consultant shall consult with the company in an
advisory capacity when reasonably requested to do so by the Company
in connection with the Company's business and the expansion of he
Company's Business into the United States and Canada; provided
that the consultations shall be performed in the place or places
and at the time or times and in the manner that shall be reasonably
acceptable to the Consultant.
2. Compensation. As compensation for performing consulting
services for the Company during the Consulting Period, the
Consultant will xxxx the Company for its services from time to time
on a transactional and hourly basis plus out of pocket expenses as
agreed to between the Company and the Consultant.
3 Proprietary Information.
a. Upon termination of this Consulting Agreement for
any reason, the Consultant shall forthwith deliver or cause to be
delivered to the Company any and all "propriety information"
including drawings, notebooks, keys, data and other documents and
materials belonging to the Company which is in his possession or
under his control relating to the Company or the Company's
Business, and will deliver upon such expiration any other property
of the Company which is in his possession or under his control.
b. For purposes of this Consulting Agreement, the term
"proprietary information" shall mean any information relating to
the Company's Business that has not previously been publicly
released by duly authorized representatives of the Company and
shall included, without limitation, information included in all
drawings, designs, plans, proposals, marketing and sales programs,
financial information, costs, pricing information, customer
information and all methods, concepts or ideas in or reasonably
related to the Company's Business. The Consultant understands and
agrees that all "proprietary information" conceived by him either
along or with others or provided to him by the Company or others
are the sole and exclusive property of the Company.
4. Miscellaneous Provision.
a. Neither the Consultant nor the Company may at any
time assign this consulting Agreement nor any right or interest
hereunder. This Consulting Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns.
b. For purposes of the Consulting Agreement, the term
" Company" shall mean and include any and all subsidiaries, parents
and affiliated companies of the company in existence from time to
time.
c. Any notice, request, instruction or other
documentation required or permitted to be given hereunder shall be
sufficient if in writing and had delivered or sent by United States
or Canadian mail, certified mail, return receipt requested, to the
parties at their respective addressees. Either party may change
the address to which notices shall be delivered by notice given
to the other party as provided herein. For all purposes, the date
of the giving of any notice hereunder shall be the date of the hand
delivery or three days after the mailing thereof.
d. This Consulting Agreement contains the entire
agreement of the parties with respect to the subject matter hereof
and any and all prior negotiations, agreements or understandings
relating thereto, whether written or oral, are superseded hereby.
This Consulting Agreement may not be changed, modified, extended,
renewed or supplemented and o provision hereof may be waived,
except by an instrument in writing signed by the party against whom
enforcement or any changed, modification, extension, renewal
supplement or waive is sought.
e. This Consulting Agreement shall be governed by and
construed in accordance with the laws of the State of Florida,
without giving effect to the principles of law thereof.
f. The invalidity of any portion of this Consulting
Agreement shall not affect the enforceability of the remaining
portions of this Consulting Agreement or any part thereof; all of
which are inserted herein conditionally on their being valid in
law. In the event that any portion or portions contained
herein shall be declared invalid by a court of competent
jurisdiction, this Consulting Agreement shall be construed so as to
make such portion or portions valid or, if such construction is not
legally possible, as if such invalid portion or portions had not
been inserted.
g. Failure to insist upon strict compliance with any of
the terms, covenants or conditions hereof shall not be deemed a
waiver or relinquishment of any of such terms, covenants or
conditions, nor shall any waiver of relinquishment or any right or
power hereunder at any one time or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
IN WITNESS WHEREOF, the parties have executed and delivered
this Consulting Agreement as of the date first written above.
VALUE HOLDINGS, INC.
By /s/ Xxxxxx Xxxxx
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President
Gemini Integrated Financial Services Corp.
By /s/ Xxxxxxxx Xxxxxxxx
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