Exhibit 10.08
CONSULTING AGREEMENT
This Consulting Agreement is entered into on this 1st day of June, 2001 by
and between J Xxxx Consulting Corp. (hereinafter Consultant), with its principal
place of business at 0000 X. Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000
and Imagenetix, Inc. (Company), with its principal place of business at 00000 X.
Xxxxxxxx Xxxxx, #000, Xxx Xxxxx, Xxxxxxxxxx 00000.
RECITALS
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A. The Company desires to use the services of the Consultant as set forth in
Section 2 hereof.
B. Consultant desires to provide such services upon the terms and conditions
hereof.
Now, therefore in consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:
AGREEMENT
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1. Engagement of Consultant. The Company hereby engages Consultant and
Consultant hereby agrees to render services to the Company as a Consultant.
2. Services. During the term of this Agreement, Consultant shall provide
advice to and consult with the Company concerning the Introduction of its
Companys business plan to the investment banking community. Consultant will
provide the Company on a best effort basis the following services:
a. Call brokers to initiate following of Companys Common Stock.
b. Develop additional retail market makers for the Companys Common
Stock and the networking of their retail brokers.
c. Coordinate Broker Company meetings to open and expand Company
recognition.
d. Introduce the Company to various investments banking firms and
individual retail brokers.
3. Period of Performance. The period of performance under this Agreement shall
be for a primary term of six (6) months from the date hereof provided,
however, that the Company has the option to terminate this agreement after
three months, i.e., September lst 2001.
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4. Compensation. As full consideration for the best effort performance of the
basic services described above, the Company shall pay Consultant
compensation as follows:
a. Retainer $2,500 per month payable commencing July 1, 2001 and the
first day of each month thereafter during the term of this
Agreement, provided, however, that payments shall accrue until
the Company raises funds for public relations from its next round
of private financing.
b. Expenses: Expenses are expected to be approximately $500.00 per
month. Expenses include, but are not limited to the following:
travel and lodging, telephone, fax, and other communications;
fare of public carrier, photocopy and printing; postage and
special mailings. Consultant agrees to obtain prior client
approval for any single expense over $500.00. Consultant shall
submit a monthly invoice to the Company, which covers monthly
reimbursable expenses.
5. Client Information. Since Consultant must at all times rely upon the
accuracy and completeness of information supplied to it by the Company
officers, directors, agents, and employees, the Company agrees to
indemnify, hold harmless, and defend, Consultant, its officers, agents, and
employees at the Company's expense, in any proceeding or suit which may
arise out of and/or due to any inaccuracy or incompleteness of such
material supplied by the Company to Consultant.
6. Disclosure and Confidentiality. The Company shall make available to the
Consultant data and other information reasonably necessary to enable
Consultant to perform its duties under the Agreement. The Consultant will
not disclose to any other person, nor use for its own benefit, any trade
secrets or other information designated as confidential by the Company
which is acquired by the Consultant in the course of performing services
hereunder. A trade secret is information not generally known to the trade
that gives the Company an advantage over its competitors. Trade secrets can
include, by way of example, products under development, production methods
and processes, sources of supply, marketing plans and information
concerning the filing or pendency of patent applications.
7. Disclaimer of Responsibility for Acts of Company. The obligations of the
Consultant described in this Agreement consist solely of the furnishing of
consulting services to the Company as an independent contractor. In no
event shall the Consultant be required by this Agreement to act as the
agent of the Company or its affiliates, whether or not made pursuant to or
in reliance on information or advice furnished by the Consultant hereunder,
shall be those of the Company or such affiliates and the Consultant shall
under no circumstances be liable for any expense incurred or loss suffered
by the Company as a consequence of such decisions.
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8. Indemnity. The Company agrees to indemnify, and hold the Consultant, its
affiliates, officers, employees and agents harmless from and against all
losses, claims, damages, liabilities, costs or expenses, (including
reasonable attorneys fees and the cost of any of Consultants personnel
involved in any such matter) arising out of the Consultants entering into
or performing under this Agreement, including costs arising out of any
dispute whether the Consultant is a party to such dispute. This indemnity
shall not apply, however, where a court of competent jurisdiction has made
a final determination that the Consultant engaged in gross recklessness
and/or willful misconduct in the performance of consulting services
hereunder which gave rise to loss or liability sought to be recovered
hereunder (but pending any such final determination, the indemnification
and reimbursement provisions of this Agreement shall apply and the Company
shall perform its obligations hereunder to reimburse Consultant for its
expenses).
The Consultant agrees to indemnify, and hold the Company, its affiliates,
officers, employees and agents harmless from and against all losses,
claims, damages, liabilities, costs or expenses (including reasonable
attorneys fees and the cost of any of the Companys personnel involved in
such matter) arising out of the Companys entering into or performing under
this Agreement, including costs arising out of any dispute whether the
Company is a party to such dispute. This indemnity shall not apply,
however, where a court of competent jurisdiction has made a final
determination that the Company engaged in gross recklessness and/or willful
misconduct in the performance of its obligations hereunder which any such
final determination, the indemnification reimbursement provisions of this
Agreement shall apply and the consultant shall perform its obligations
hereunder to reimburse Company for its expenses).
9. Assignability. The rights and obligations under this Agreement cannot be
voided or reassigned by any party to this Agreement. The Consultant
understands that the Company has entered into this Agreement based upon an
expectation of the personal services of Xxxx Xxxxx and his assignees and
agrees that if Mr. Ploens services become unavailable to the Company,
either by Xx. Xxxxx leaving the employ of the Company or otherwise, the
Company may terminate this Agreement on five (5) days notice.
10. Modification. Any modification of this Agreement or additional obligation
assumed by any party in connection with this Agreement shall be binding
only if signed by the party (or an authorized representative of the party)
sought to be bound by such Agreement.
11. Waiver. No waiver of any provision of this Agreement shall be valid unless
such waiver is in writing and signed by the person or party against whom
charged.
12. Enforcement. This Agreement shall be subject to and governed by the laws of
the State of Colorado and any disputes regarding this Agreement shall be
resolved in the courts located in the State of Colorado.
13. Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the other provision hereof, and this Agreement
shall be construed as if such invalid or unenforceable provision were
omitted.
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14. Entire Agreement. This Agreement shall constitute the entire Agreement
between the parties and any prior understanding or representation of any
kind preceding the date of this Agreement shall not be binding upon either
party except to the extent it is incorporated in this Agreement by mutual
written consent of the parties.
IN WITNESS WHEREOF, each party to the Agreement has caused it to be
executed in Denver, Colorado on the date(s) indicated below.
IMAGENETIX, INC. J XXXX CONSULTING CORP.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxx
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Xxxx Xxxxxxx, President Xxxx Xxxxx, President
Date: 06-20-01 Date: 06-06-01
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/s/ Xxxxxxxx Xxxxx /s/ Xxxxxxxx X. Xxxx Xxxxxx
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Xxxxxxxx Xxxxx Xxxxxxxx X. Xxxx Xxxxxx
Witness Witness
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