CONSULTING AGREEMENT
This Agreement is made effective as of December 01, 1999, by and between
xXxxxXxxxxx.xxx, Inc, of 2708 Alt 00 Xxxxx, Xxxxx 000, Xxxx Xxxxxx, Xxxxxxx
00000, and Xxxxxxx X. Xxxxxxx, of 000 Xxxxxxx Xxxx, Xxxx Xxxxxx, Xxxxxxx 00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "eAuto", and the party who will be providing the services shall
be referred to as "Xxxxxxx".
Xxxxxxx has a background in Executive Management, Insurance and is willing to
provide services to eAuto based on this background.
eAuto desires to have services provided by Xxxxxxx.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on December 01, 1999, Xxxxxxx will provide
the following services (collectively, the "Services"): Act as advisor and mentor
to CEO Xxxxxx on a day to day basis in matters concerning management,
capitalization, corporate structure issues, organizational issues, industry and
regulatory matters. Xxxxxxx will as elected also perform the duties of Chairman
of the Board of directors and head of the audit and compensation committees.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed
and the specific hours to be worked by Xxxxxxx shall be determined by Xxxxxxx.
eAuto will rely on Xxxxxxx to work as many hours as may be reasonably necessary
to fulfill Xxxxxxx'x obligations under this Agreement.
3. PAYMENT. eAuto will pay a fee to Xxxxxxx for the Services based on an annual
fee basis in the amount of $84,500.00 USD. This fee shall be payable every two
weeks, no later than 5 days after the end of each applicable two week period
during which Services were performed. The fee shall be advanced to First
American AMO, a legacy company that has provided the experience and foundation
to eAuto and of which Xxxxxxx serves as CEO. An additional line of credit shall
be available to Xxxxxxx not to exceed $95,000 USD for the purposes of defraying
such costs that shall be approved by the CEO of eAuto and are inclusive of any
and all expenses deemed beneficial to eAuto.
4. EXPENSE REIMBURSEMENT. Xxxxxxx shall be entitled to reimbursement from eAuto
for the following "out-of-pocket" expenses: travel expenses, meals, excluding
alcoholic beverages, and Rental Vehicles.
5. SUPPORT SERVICES. eAuto will provide the following support services for the
benefit of Xxxxxxx: staff and secretarial support.
6. NEW PROJECT APPROVAL. Xxxxxxx and eAuto recognize that Xxxxxxx'x Services
will include working on various projects for eAuto. Xxxxxxx shall obtain the
approval of eAuto prior to the commencement of a new project.
7. TERM/TERMINATION. This Agreement shall terminate automatically on January 01,
2001. The renewal of this agreement shall be at the behest of Xxxx Xxxxxx, CEO
of eAuto.
8. RELATIONSHIP OF PARTIES. It is understood by the parties that Xxxxxxx is an
independent contractor with respect to eAuto, and not an employee of eAuto.
eAuto will not provide fringe benefits, including sick days, personal days, paid
vacation, or any other employee non-insurance benefit, for the benefit of
Xxxxxxx.
9. DISCLOSURE. Xxxxxxx is required to disclose any outside activities or
interests, including ownership or participation in the development of prior
inventions, that conflict or may conflict with the best interests of eAuto.
Prompt disclosure is required under this paragraph if the activity or interest
is related, directly or indirectly, to:
- a product or product line of eAuto
- any activity that Xxxxxxx may be involved with on behalf of eAuto
10. ASSIGNMENT. Xxxxxxx'x obligations under this Agreement may not be assigned
or transferred to any other person, firm, or corporation without the prior
written consent of eAuto.
11. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to
copyrightable works, ideas, discoveries, inventions, applications for patents,
and patents (collectively, "Intellectual Property"):
a. Consultant's Intellectual Property. Xxxxxxx personally holds an
interest in the Intellectual Property that is described on the attached
Exhibit A and which is not subject to this Agreement.
b. Development of Intellectual Property. Any improvements to Intellectual
Property items listed on Exhibit A, further inventions or improvements,
and any new items of Intellectual Property discovered or developed by
Xxxxxxx (or Xxxxxxx'x employees, if any) during the term of this Agreement
shall be the property of eAuto. Xxxxxxx shall sign all documents necessary
to perfect the rights of eAuto in such Intellectual Property, including
the filing and/or prosecution of any applications for copyrights or
patents. Upon request, Xxxxxxx shall sign all documents necessary to
assign the rights to such Intellectual Property to eAuto.
12. RETURN OF RECORDS. Upon termination of this Agreement, Xxxxxxx shall deliver
all records, notes, data, memoranda, models, and equipment of any nature that
are in Xxxxxxx'x possession or under Xxxxxxx'x control and that are eAuto's
property or relate to eAuto's business.
13. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, addressed as follows:
IF for eAuto:
xXxxxXxxxxx.xxx, Inc
Xxxx Xxxxxx
CEO
0000 Xxx 00 Xxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxxx 00000
IF for Xxxxxxx:
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Chairman of the Board
000 Xxxxxxx Xxxx
Xxxx Xxxxxx, Xxxxxxx 00000
Either party may change such address from time to time by providing written
notice to the other in the manner set forth above.
14. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
15. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
16. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
18. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Florida.
Party receiving services:
xXxxxXxxxxx.xxx, Inc
By: ____________________________________________________
Xxxx Xxxxxx
CEO
Party providing services:
Xxxxxxx X. Xxxxxxx
By: ____________________________________________________
Chairman of the Board
Xxxxxxx X. Xxxxxxx
