CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made as of October 28,
2003 by and between Xxxx Xxxxxxx ("Consultant"), with his principal offices
at 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 and
ResCon Technology Corporation. ("Company"), with its principal offices at
0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
00000.
WITNESSETH
WHEREAS, the Company requires and will continue to require advisory
services relating to developing and marketing of the educational products
of its subsidiary, Campuslive Incorporated; and
WHEREAS, Consultant is closely associated with the University of
Phoenix, and desires to assist Campuslive in creating, developing and
marketing educational products to the University of Phoenix; and
WHEREAS, the Company wishes to induce Consultant to provide these
services to the Company:
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT
The Company hereby engages Consultant and Consultant agrees to render
various business services to the Company upon the terms and conditions
hereinafter set forth.
2. TERMS
The term of this Agreement began as of the date of this Agreement, and
shall terminate on November 1, 2004, unless earlier terminated in
accordance with paragraph 7 herein or as extended by the parties from time
to time.
3. SERVICES
As Consultant is closely associated with the University of Phoenix,
during the term of this Agreement, Consultant shall advise and consult
with the Company concerning the creation and development of Campuslive
educational products for use in the educational programs offered by the
University of Phoenix. Consultant shall also use his contacts and best
efforts to assist the Company in marketing and selling Campuslive
educational products to the University of Phoenix.
4. DUTIES OF THE COMPANY
The Company shall provide Consultant, on a regular and timely basis,
with all data and information about it and its products and services, both
finished and in development, and its operations as shall be reasonably
requested by Consultant, and shall advise Consultant of any facts which
would affect the accuracy of any data and information previously supplied
pursuant to this paragraph. The Company shall promptly supply Consultant
with full and complete copies of all brochures or other sales materials
relating to Campuslive's products and services.
5. COMPENSATION AND EXPENSE REIMBURSEMENT
In consideration of, and in full payment for, the entering into this
Agreement, the Company hereby agrees to pay Consultant two hundred thousand
(200,000) shares (the "Shares") of the Company's common stock, $.0001 par
value per share. The Company further agrees, that prior to issuance of the
Shares, it will file a registration statement on Form S-8, including the
Shares, with the Securities and Exchange Commission. Consultant shall be
responsible for all travel and other related expenses incurred by
Consultant in connection with the performance of his consulting duties
hereunder, unless otherwise consented to in writing in advance by the
Company.
6. REPRESENTATION AND INDEMNIFICATION
The Company shall be deemed to have made a continuing representation
of the accuracy of any and all facts, material information and data which
it supplies to Consultant and acknowledges its awareness that Consultant
will rely on such continuing functions. Consultant in the absence of notice
in writing from the Company will rely on the continuing accuracy of
material, information and data supplied by the Company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.
The Company agrees to indemnify, hold harmless and defend Consultant from
any and all claims or demands of any kind relating to the Company's breach
of its agreements hereunder.
7. CONFIDENTIALITY
(a) Consultant acknowledges that in connection with the services to
be rendered under this Agreement, Consultant may be provided with
proprietary and confidential product and business information of the
Company. Consultant agrees to keep any information or materials designated
in writing by the Company as proprietary or confidential (the "Confidential
Information") in the strictest confidence and not to disclose or
disseminate any such Confidential Information to any person, firm or other
business entity except to those employees, consultants or other independent
contractors of the Company or Consultant as shall be necessary or advisable
for the carrying out of the purposes of this Agreement and who are under a
similar obligation of confidentiality.
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(b) The Company acknowledges that Consultant may, in rendering the
services to be rendered hereunder, be utilizing information that is
proprietary to Consultant. The Company acknowledges that any such
information that is specifically designated in writing to the Company to be
proprietary to Consultant will remain the property of Consultant and the
Company will treat such information as confidential information of
Consultant and will not disclose or disseminate any such confidential
information to any person, firm or other business entity except to those
employees, consultants or other independent contractors of the Company or
Consultant as shall be necessary or advisable for the carrying out of the
purposes of this Agreement and who are under a similar obligation of
confidentiality.
8. MISCELLANEOUS
TERMINATION. This Agreement may be terminated for a material breach
of this Agreement upon written notice to the breaching party by the non-
breaching party. Such termination shall be effective ten (10) business
days from the date of such notice.
MODIFICATION. This Agreement sets forth the entire understanding of
the Parties with respect to the subject matter hereof, and may be amended
only in a writing signed by both Parties.
NOTICES. Any notices required or permitted to be given hereunder
shall be in writing and shall be mailed or otherwise delivered in person or
by facsimile transmission at the address of such Party set forth above or
to such other address or facsimile telephone number, as the Party shall
have furnished in writing to the other Party.
WAIVER. Any waiver by either Party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of
this Agreement. The failure of a Party to insist upon strict adherence to
any term of this Agreement on one or more occasions will not be considered
a waiver or deprive the other Party of the right thereafter to insist upon
adherence to that term of any other term or this Agreement.
SUCCESSORS AND ASSIGNS. This Agreement shall be enforceable against
any successors in interest, if any, to the Company and Consultant. Neither
the Company nor Consultant shall assign any of their respective rights or
obligations hereunder without the written consent of the other in each
instance.
SEVERABILITY. If any provision of this Agreement is invalid, illegal,
or unenforceable, the balance of this Agreement shall remain in effect, and
if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
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GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the substantive laws of the State of Nevada, without
regard for principals of conflicts of laws.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as
of the date first above written.
CONSULTANT: COMPANY:
XXXX XXXXXXX RESCON TECHNOLOGY CORPORATION
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Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx, President
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