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10.86
XXXXXXXXX CONSULTING
AGREEMENT
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CONSULTING AGREEMENT
This agreement, dated as of August 1, 1996, by and between The Sports Club
Company ("SCC"), and Xxx X. Xxxxxxxxx ( the "Consultant"). Whereas, SCC
desires to retain the Consultant for certain services and the Consultant
desires to provide such services, SCC and the Consultant agree to the
following:
1. Appointment. SCC hereby retains the Consultant as an independent
contractor on a part-time basis, and the Consultant hereby accepts such
retainer, upon the terms and conditions herein set forth. During the term
hereof, the Consultant shall serve at the direction of Xxxxxxx Xxxxx or any
other person appointed by him.
2. Services to be Rendered. The Consultant agrees to perform the
following services:
a) Assist the Company in strategic planning
b) Advise the President and CEO on day-to-day operations,
marketing & sales
c) Assist the Company in stockholder relations
3. Time and Place of Work. The Consultant shall provide SCC with a
minimum of 60 hours of service per month. These services shall be performed at
the SCC's executive office in Los Angeles, Ca., or at such other place or
places as shall be mutually agreed upon.
4. Compensation. In consideration of the services to be provided by the
Consultant hereunder, SCC shall pay the Consultant at the rate of $10,000 per
month, payable in advance. SCC shall reimburse the Consultant for all
reasonable and necessary traveling expenses and other disbursements which the
Consultant shall incur, at SCC's request, in rendering services pursuant to
this agreement. The Consultant shall render invoices and expense accounts
monthly in form and detail as specified by SCC. The Consultant acknowledges
that he shall be fully responsible for all Federal and State withholding,
payroll and other taxes, as confirmed by the Consultant's Certificate in the
form of Exhibit "A" attached hereto.
5. Term. This agreement shall be effective from August 1, 1996 until
July 31, 1997. The Consultant's obligations pursuant to Paragraphs 9 and 12
below shall survive the expiration or earlier termination of this agreement.
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6. Termination. This agreement shall terminate on the earliest of a)
July 31, 1997, unless amended as provided herein, b) inability of the
Consultant to perform all services required of him under this agreement; and/or
c) mutual agreement by both parties. It will also terminate if SCC ceases to
operate as a business, merges with or is acquired by or otherwise sells all or
substantially all its assets and properties to another entity. Upon
termination, the Consultant shall transfer to SCC all work which has been, or
is in the process of being completed, and all drawings, designs, plans, and any
copyright, patent or trademark rights made or obtained in connection therewith.
In this regard, the Consultant acknowledges and agrees that he is a
"worker-for-hire" under the Copyright Act of 1976, as amended, and all work,
products and proceeds of his work and services under this agreement shall be
and remain the sole property of SCC.
7. Limitation of Liability. The Consultant shall not be obligated to
render services or incur costs hereunder and SCC shall not be obligated to
reimburse the Consultant for expenses hereunder in excess of $10,000_, unless
SCC and the Consultant shall change such amount by written amendment to this
agreement.
8. Consulting for Others. The Consultant shall be free to be employed by
or otherwise render consulting services to any other individual, firm,
association, or other organization, provided that any such individual, firm,
association or organization does not compete with SCC absent the prior written
approval of SCC.
9. Confidential Nature of Work. Both during and after the term of this
agreement, the Consultant will not directly or indirectly use or divulge to any
one other than SCC's officers or, except in the performance of his services
under this agreement, make any use of information or knowledge relating to a)
any project on which SCC shall have worked or shall be working on, or b) to
SCC's business, which the Consultant shall have developed, learned about or
obtained during the term of this agreement and which shall not be generally
known or recognized as standard practice. The Consultant will not utilize
SCC's name for any advertising purpose without the Company's specific prior
written approval.
10. Third Party Relationships. The Consultant will not enter into any
agreement or incur any obligation on SCC's behalf, or commit SCC in any other
manner without SCC's prior written consent.
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11. Nature of Relationship. It is understood that the Consultant is being
retained by SCC as an independent contractor and that the Consultant is not,
and will not act as SCC's agent nor shall the Consultant be deemed to be an
employee of the Company for the purpose of any tax withholding or employee
benefit program or otherwise, except that, Consultant will be included in SCC
health insurance program and will receive normal executive privileges at SCC
fitness facilities.
12. Invention and Patent Rights. The Consultant agrees to and does hereby
assign to SCC any inventions resulting from the performance of his services
under this agreement. SCC will prepare, file and prosecute patent applications
on such inventions whenever, in its judgment, it feels that such applications
should be filed and will pay all expenses involved therewith.
13. Warranty. The Consultant warrants that he has the right to disclose
to SCC all information transmitted under this agreement and in relation
thereto, without violating the legal or equitable rights of any other person or
entity, and that all services rendered to or on behalf of SCC shall be in
strict accordance with all applicable federal, state, and local laws. The
Consultant further agrees to indemnify and hold harmless SCC in the event of
any breach of any representation, warranty, term or condition set forth herein.
14. Entire Agreement. This agreement (together with all Exhibits attached
hereto, which are incorporated herein by this reference) shall constitute the
entire agreement between the parties. No understandings, agreements,
discussions or representations on the subject matter hereof shall be binding
upon either of the parties, except as expressly set forth herein or in any
other written agreement executed between the parties.
This agreement is entered into and executed as of the date above.
By: The Sports Club Company, Inc. By:
By: /s/ Xxxx Xxxxxxx /s/ Xxx X. Xxxxxxxxx
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Xxxx Xxxxxxx, President Xxx X. Xxxxxxxxx, Consultant
