EXHIBIT 10.3
CONSULTATION AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 1st day of January
2002, in Xxxx County, Illinois, by and between NATURAL GOLF CORPORATION ("NGC")
an Illinois corporation and Xxxxxx X. Xxxxxxxxxxx, "(RFL)", an individual
residing in Illinois.
WHEREAS, NGC desires to have RFL participate in design, engineering, sourcing
and production of NGC's products.
WHEREAS, RFL agrees to perform the services set forth herein for NGC under the
terms and conditions set forth in this Agreement.
IN CONSIDERATION of the parties' mutual undertakings set forth in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by the parties, the following agreement is
made:
ARTICLE I - RELATIONSHIP OF PARTIES
A. The parties intend that an independent contractor relationship will be
created by this Agreement. RFL is not to be considered an agent or
employee of NGC for any purpose, and he is not entitled to any of the
benefits that NGC provides for NGC's employees, including without
limitation, xxxxxxx'x compensation insurance, and unemployment
insurance.
B. RFL agrees to pay and be responsible for any and all income, payroll,
social security, and self-employment taxes related to or associated
with any and all compensation paid to RFL by NGC under this Agreement,
and RFL agrees to release and hold NGC harmless from all claims,
debts, and liabilities for any and all taxes and penalties regarding
any and all compensation paid to RFL by NGC under this Agreement.
C. The term of this agreement is for the period beginning January 1, 2002
ending December 31, 2002 unless cancelled by either party in writing
with at least sixty (60) days notice.
D. NGC agrees to directly pay for or reimburse RFL for all reasonable,
approved travel expenses associated with NGC promotion within thirty
(30) days of receipt by NGC.
ARTICLE II - DEFINITIONS
For purposes of this Agreement, the following terms shall be defined as
follows:
A. NGC Products. The term "NGC Products" herein means the golf clubs and
related golf instructional devices and accessories used in learning
and playing golf.
ARTICLE III - RFL'S CONVENANTS
A. RFL agrees that all information exchanged with NGC will be kept
confidential and that any breach of this confidentiality would cause
irreparable financial harm to NGC.
B. RFL grants to NGC a non-exclusive right to use RFL's name, likeness
and voice for the duration of this agreement, for the purpose of
promoting and selling NGC Products, specifically the NGC golf clubs,
and for the purpose of promoting and selling NGC's products and
systems.
C. RFL agrees that all designs and products utilized by NGC are the
exclusive property of NGC and that RFL will not assist other companies
in the production of confusingly similar golf clubs.
D. RFL agrees to perform all services pursuant to this Agreement in a
workmanlike, professional and commercially reasonable manner.
ARTICLE IV - NGC'S COVENANTS
A. In consideration of RFL fulfilling his obligations hereunder, NGC
agrees to pay RFL the following:
(i) $3,000 per month for the period of January 1 2002 to December 31,
2002;
(ii) A Performance Stock Option Bonus Plan based on the design work
for additional golf products detailed as Appendix A;
(iii) RFL agrees and acknowledges that he will receive no other
compensation or any other benefits from NGC except as set forth
in this Agreement;
(iv) All payments pursuant to this Agreement shall be made payable to
and sent to RFL at the address described below.
ARTICLE V - GENERAL PROVISIONS
A. Waiver. Waiver by NGC of any provision of this Agreement shall not
constitute a waiver of NGC of the same or other provision of this
Agreement on a subsequent occasion.
B. Termination of Agreement for Cause. RFL shall at all times covered
under the term of this Agreement conduct himself in a workmanlike,
professional and commercially reasonable manner. RFL understands that
engaging in illegal or immoral activities would cause irreparable
damage to the business and reputation of NGC and that the Agreement
would terminate immediately.
C. Assignability. RFL shall not assign or transfer any rights under this
Agreement nor any sums due RFL hereunder, and any purported assignment
shall be null and void. Rights, benefits and obligations of this
Agreement shall inure to the benefit and be enforceable by NGC's
successors and assigns.
D. Entire Agreement. This Agreement contains the entire agreement of the
parties and supersedes any prior agreement between the parties related
to the subject matter herein, and shall not be altered or amended
except by an instrument in writing signed by both parties hereto.
E. Jurisdiction and Venue. This Agreement has been executed in Illinois
and shall be governed and interpreted under the laws of the State of
Illinois. Exclusive jurisdiction and venue for any litigation at all
related to this Agreement, directly or indirectly, based upon
contract, tort or other theory of law, shall lie in the Circuit Courts
of Illinois or the United States Northern District Court of Illinois.
F. Notice. All notices and other communications herein provided for shall
be sent and delivered by certified mail, with the proper postage
prepaid, to the parties at the following addresses until such time as
any party shall give the other party notice of a change of address:
TO: NATURAL GOLF CORPORATION
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxxxx, XX 00000
TO: Xxxxxx X. Xxxxxxxxxxx
0 X 000 Xxxxxxx Xx.
Xxxxxxxx, XX 00000
Notice shall be deemed given three (3) business days after the date of
the postmark if sent by certified mail, and one (1) business day after
the date of delivery by overnight.
B. Attorney's Fees. The non-prevailing party shall be liable for and
agrees to pay all reasonable costs and expenses which may be incurred
by the prevailing party in enforcing this Agreement, including without
limitation, reasonable attorney's fees.
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C. Acknowledgement. The parties executing this Agreement acknowledge that
they have read this Agreement in detail and fully understand and
accept every provision and covenant of same.
NATURAL GOLF CORPORATION XXXXXX X. XXXXXXXXXXX
BY: /s/ Xxxxxx X. Xxxxx BY: /s/ Xxxxxx X. Xxxxxxxxxxx
------------------------ ------------------------------
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxxxxx
Its: President
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