CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into as of
the 15th day of March, 2000, between XXXXXXXXXXXX.XXX, INC., a Nevada
corporation, with offices at 00 Xxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000
("silverzipper"), and XXXXXX XXXXXXXXXX ("Xxxxxxxxxx"), with offices at c/o
Marmot, 0000 Xxxxxxxxx Xxx, Xxxxx Xxxx, XX 00000.
RECITALS
silverzipper is a Nevada corporation and is principally engaged in the
business of designing, manufacturing and marketing of active wear apparel and
accessories.
Xxxxxxxxxx desires to act as a business advisor to silverzipper.
silverzipper desires to engage Xxxxxxxxxx as a consultant to provide
business and corporate planning advice to silverzipper during the next eighteen
months, and Xxxxxxxxxx desires to provide the same.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
silverzipper and Xxxxxxxxxx hereby agree as follows:
1. Services. silverzipper retains Xxxxxxxxxx to perform, and
Xxxxxxxxxx desires to perform, a variety of services,
including, but not limited to:
a) Assistance in locating and negotiating acquisitions;
b) Introductions to potential strategic partners and investment
banking sources;
c) Assistance in the development of a presentation for
prospective strategic partners and investment banking
sources;
d) Evaluation of feasibility of potential acquisitions and
financial analysis; and
e) Strategic planning.
2. Compensation. In return for the above referenced services,
silverzipper has delivered a warrant to Xxxxxxxxxx for the purchase of 120,000
shares of Common Stock of silverzipper.
3. Indemnification. Xxxxxxxxxx and silverzipper agree to mutually
indemnify the other party from any and all claims and proceedings to which the
other is subjected by virtue of the actions or omissions of the indemnifying
party. The indemnifying party will be entitled to prompt notice of a claim or
proceeding and shall have the right to defend the same. The indemnifying party
shall not settle any such claim or proceeding without the consent of the
indemnified party, which it shall not unreasonably withhold or delay.
4. Notices. Any notice required or permitted to be given under the
terms of this Agreement shall be sufficient if in writing and if sent postage
prepaid by registered or certified mail, return receipt requested, by overnight
delivery; by courier; or by confirmed telecopy, to the addresses set forth
herein or to such other addresses as a party shall give notice of in accordance
herewith.
5. Waiver. Unless agreed in writing, the failure of either party, at
any time, to require performance by the other of any provisions hereunder shall
not affect its right thereafter to enforce the same, nor shall a waiver by
either party of any breach of any provision hereof be taken or held to be a
waiver of any other preceding or succeeding breach of any term or provision of
this Agreement. No extension of time for the performance of any obligation or
act shall be deemed to be an extension of time for the performance of any other
obligation or act hereunder.
6. Completeness and Modification. This Agreement constitutes the entire
understanding between the parties hereto superseding all prior and
contemporaneous agreements or understandings among the parties hereto concerning
the Consulting Agreement. This Agreement may be amended, modified, superseded or
canceled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only by a written instrument executed by the
parties or, in the case of a waiver, by the party to be charged.
7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one agreement.
8. Binding Effect/Assignment. This Agreement shall be binding upon the
parties hereto, their heirs, legal representatives, successors and assigns. This
Agreement shall not be assignable by Xxxxxxxxxx, but shall be assignable by
silverzipper in connection with the sale, transfer or other disposition of its
business or to any of silverzipper's affiliates controlled by or under common
control with silverzipper.
9. Governing Law. This Agreement shall become valid when executed and
accepted by Company. The parties agree that it shall be deemed made and entered
into in the State of New York and shall be governed and construed under and in
accordance with the laws of the State of New York.
10. Further Assurances. All parties hereto shall execute and deliver
such other instruments and do such other acts as may be necessary to carry out
the intent and purposes of this Agreement.
11. Severability. The invalidity or unenforceability, in whole or in
part, of any covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause, phrase or word or of any provision of this
Agreement shall not affect the validity or enforceability of the remaining
portions thereof.
12. Enforcement. Should it become necessary for any party to institute
legal action to enforce the terms and conditions of this Agreement, the
successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs.
13. Independent Contractors. The parties are independent contractors
and neither party has the authority to bind the other party. Xxxxxxxxxx shall be
responsible for the timely payment of all federal, state and local taxes related
to his compensation hereunder and shall hold silverzipper harmless with respect
to the same.
IN WITNESS WHEREOF, the parties have executed the Agreement as of the
date first above written.
XXXXXXXXXXXX.XXX, INC.
By:/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Chief Executive Officer
/s/ Xxxxxx Xxxxxxxxxx
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XXXXXX XXXXXXXXXX, Individually
