Exhibit 10.2
CONSULTING AGREEMENT WITH
NEXUS SOLUTIONS, INC.
Consulting Services Agreement
This Consulting Services Agreement ("Agreement") is entered this 6th day of
June 2004 ("Effective Date") by and between
NEXUS SOLUTIONS, INC.
("Consultant, and
ETOTALSOURCE, Inc.
("Client"), a U.S. Corporation, with reference to the following:
RECITALS
A. Client desires to be assured of the services of Consultant in order to
avail itself of Consultant's experience, skills, knowledge, abilities and
background in the field of voice actuated computer technology. Client is
therefore willing to engage Consultant upon the terms and conditions set forth
herein.
C. Consultant agrees to be engaged and retained by Client upon the terms
and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing, of the mutual promises
herein set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. ENGAGEMENT. Client hereby engages Consultant on a non-exclusive basis, and
Consultant hereby accepts the engagement to become a strategic consultant to the
Client and to render such advice, consultation, information and services to the
Client regarding voice actuated computer technology and it applications to
Client's products.
2. TERM. The term of this Agreement ("Term") shall commence on the date hereof
and continue for a period of six (6) months.
3. COMPENSATION. In connection with the appointment of Consultant hereunder and
as consideration for Consultant entering into this Agreement, Client and
Consultant agree that for such services an advance fee of Two Hundred Fifty
Thousand (250,000) shares of unrestricted eTotalSource, Inc., common stock, to
be issued to Xxxx Xxxxxx for the benefit of the Xxxxxxx Family Trust, said stock
to be paid in two installments, the first on June 7, 2004 in the sum of One
Hundred Fifty Thousand Shares and the second on or before June 30, 2004 for One
hundred Thousand Shares. No additional compensation will be paid for services
rendered under this agreement.
4. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. The services of Consultant
hereunder shall not be exclusive, and Consultant and its agents may perform
similar or different services for other persons or entities whether or not they
are competitors of Client. Consultant shall be required to expend only such time
as is necessary to service Client in a commercially reasonable manner. Client
and Consultant acknowledge and agree that confidential and valuable information
proprietary to either one party and obtained during its business relationship
with either one party, shall not be, directly or indirectly, disclosed without
the prior express written consent of the other party, unless and until such
information is otherwise known to the public generally or is not otherwise
secret and confidential. All such confidential information provided to either
one party by the other shall be clearly and conspicuously marked with the word
"Confidential." Consultant may disclose Client's confidential information
pursuant to applicable laws or regulations, provided that Consultant may
disclose only information required for services and performances hereunder.
5. INDEPENDENT CONTRACTOR. In its performance hereunder, Consultant and its
agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to its own means and methods of work,
shall be in the exclusive charge and control of Consultant and shall not be
subject to the control or supervision of Client. Client acknowledges that
nothing in this Agreement shall be construed to require Consultant to provide
services to Client at any specific time, or in any specific place or manner,
unless otherwise mutually agreed.
6. INDEMNIFICATION AND REPRESENTATION. Client agrees to save harmless, indemnify
and defend Consultant, its agents and employees from and against any cost, loss,
damage, liability, judgment and expense whatsoever, including attorney's fees,
suffered or incurred by it by reason of, or on account of, any misrepresentation
made to it or its status or activities as Consultant under this Agreement.
Client hereby represents and warrants to Consultant that it is duly organized
and in good standing under State Law and under Federal Law, is current in its
filings and disclosures with the appropriate regulatory bodies and has all
requisite power and authority to carry on business as now conducted and as
contemplated herein.
7. MISCELLANEOUS. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision and no waiver shall
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the party making the waiver. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing by all
parties. This Agreement constitutes the entire agreement between the parties and
supersedes any prior agreements or negotiations. This agreement may, if
required, be signed in counterparts, or by facsimile. Neither party assumes any
responsibilities or obligation whatsoever, other than the responsibilities and
obligations expressly set forth in this Agreement or a separate written
agreement between Client and Consultant. In the event of a conflict between this
Agreement and any future agreements executed in connection herewith, the
provisions of this Agreement shall generally prevail. It is acknowledged and
agreed by Client and Consultant that should any provision of this Agreement be
declared or be determined to be illegal or invalid by final determination of any
court of competent jurisdiction, the validity of the remaining parts, terms or
provisions of this Agreement shall not be affected thereby, and the illegal or
invalid part, term or provision shall be deemed not to be a part of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the date first written above.
NEXUS SOLUTIONS, INC.
Signature: /s/Urban X. Xxxxxx
_____________________________________
Name: Urban X. Xxxxxx
_____________________________________
Title: President
_____________________________________
ETOTALSOURCE, INC.
Signature: /s/Xxxxxxx X. Xxxxxxxxx
_____________________________________
Name: Xxxxxxx X. Xxxxxxxxx
_____________________________________
Title: COO
_____________________________________
