10.2
CONSULTING AGREEMENT
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This is a contractual agreement entered into by of S8 stock as a retainer fee,
plus reimbursement of expenses incurred by agent on behalf of client, for
consulting services for client. Initial retainer fee is due and payable in
advance. Subsequent invoices are due and payable within 10 days of date of
invoice.
Total justification of expenses paid by agent on behalf of client will be
provided. Any additional expenses not covered by above-mentioned deposits will
be billed. Any expense deposit not applied to expenses incurred will be
reimbursed to client at conclusion of contract.
Consultant shall submit invoices to client, on a monthly basis, giving
sufficient details as to all charges contained in such invoices. Client shall
receive a report of activities performed under this agreement. Client agrees to
pay expenses without prior approval for postage, mileage, toll and long-distance
telephone calls, publications, Xeroxed materials, and other individual expenses
under $100.00. Extra-ordinary expenses such as trips, advertising, printing,
etc., must have prior client approval. Such expenses must be paid for in
advance by client. Extra-ordinary trips, personal appearances, and planning of
special functions shall be compensated for at an hourly rate of $150.00 per
person hour and must be approved in advance by client. Invoices shall be
payable within ten (10) days after receipt by client. Invoices unpaid within
thirty (30) days from date of invoice shall be deemed delinquent and shall
accrue late charges at the rate of 1 1/2% per month or portion thereof. There
will be a surcharge of $50.00 for each time a check is returned by the bank.
Consultant agrees to handle all public relations matters, as agreed upon, for
client. Consultant agrees to fulfill and execute campaign as discussed with
client.
Neither party may assign this agreement or its rights and obligations herein to
another without the prior written approval of the other party except that client
may assign this agreement to its subsidiary or affiliated companies upon written
notice.
Any exhibits and appendices attached to this agreement are hereby incorporated
by reference and made a part hereof as though fully set forth herein.
It is expressly agreed that if client issues a purchase order or other document
for the services provided under this agreement, such instrument shall be deemed
for client's internal use only and any provisions contained therein or on the
reverse side thereof that are in conflict with any provisions of this agreement
shall have no effect.
This agreement sets forth and constitutes the entire agreement and understanding
between the parties with respect to the services and subject matter hereof, and
merges and supersedes all prior agreements, understandings, and representations,
whether written, oral, or otherwise conveyed. This agreement shall not be
modified or amended, except in writing and signed by an authorized
representative of the parties hereto.
The parties hereto agree not to disclose any of the terms and conditions of this
agreement to anyone in a position to use the information for competitive
advantage or to anyone in each respective organization that does not have a need
to know.
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Neither party shall solicit nor hire the employees, officers, directors,
consultants, or agents of the other ("Employee") during the term of this
agreement without the prior written consent of the other party and its affected
employee. Such written consent shall acknowledge the confidentiality of
information as set forth in this agreement.
In connection with the services provided hereunder, employees of agent have and
will have access to certain proprietary or confidential information and trade
secrets ("Client Confidential Information") of client. Consultant agrees to
preserve and maintain all such Client Confidential Information by applying the
same standard of care thereto as client applies to such information.
Client agrees to indemnify and hold harmless from and against any and all
losses, claims, damages, expenses, or liabilities which agent may incur based
upon information, representations, reports, or data furnished by client to the
extent such material is furnished, prepared, or approved by client.
Any notices required or permitted to be given under this agreement by either
party shall be in writing and shall be deemed given as of the time of hand
delivery to the addresses set forth below the signatures of each party, or four
(4) days after deposit into the United States mail, postage prepaid by
registered or certified mail, return receipt requested, to those addresses.
Should any term or provision of this agreement be found to be invalid or
unenforceable, such finding shall in no way affect the validity or
enforceability of the other terms and conditions hereof. Such other terms and
conditions shall be and remain valid and enforceable, as if the invalid and
unenforceable term, condition, or provision was never a part hereof.
Neither the exercise nor the failure to exercise any right, provision, or remedy
herein shall preclude the exercise of the same or any other right or remedy
herein in the future. Any waiver of right, provision, or remedy by a party
hereto shall not be valid unless executed in writing by a duly authorized
representative of the party making such waiver.
If a dispute arises out of, or relates to, this Agreement or a claimed breach
thereof, and if the dispute cannot be settled through negotiation, the parties
agree first to try in good faith to settle the dispute by mediation.
Mediation shall be non-binding, directed toward resolution of all outstanding
issues, and be designed to produce comprehensive settlement of the entire
dispute. If, after reasonable efforts to mediate and resolve the dispute,
unresolved issues remain, the
parties shall be free to pursue whatever remedies they may have through
arbitration pursuant to this agreement, if so provided, litigation, or other
dispute resolution procedure.
This agreement and all rights and obligations hereunder, including matters of
construction, validity, and performance shall be governed in and by the laws of
the State of California. If any legal action or other proceeding is brought for
the enforcement of this agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of the
agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorney's fees and other costs incurred in connection with
that action or proceeding, in addition to any other relief to which such
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party or parties may be entitled. No claim, demand, action, proceeding,
arbitration, litigation, hearing, motion, or lawsuit arising herefrom or with
respect hereto shall be commenced or prosecuted in any jurisdiction other than
the State of California. Any judgment, determination, finding, or conclusion
reached or rendered in any other jurisdiction shall be null and void between the
parties hereto.
This contract begins on January 5, 2004 and concludes on September 29, 2004.
Entered into on January 5, 2004.
Consultant: Client:
/s/ Xxxxx Xxxxxx /s/ Xxxxxx Xxxxxxx
______________________________ ______________________________
Xxxxx Xxxxxx, President and CEO Xxxxxx Xxxxxxx
THE XXXXXX GROUP, INC. President & CEO
0000 Xxxxxxxx Xxxx. TELECOMMUNICATION PRODUCTS, INC.
Suite #301 0000 Xxxxxxxx Xxxx.
Xxxxxxx Xxxxx, XX 00000 Beverly Hills, CA
