EXHIBIT 10.35
CONSULTING AGREEMENT
THIS AGREEMENT is entered into this 27 day of April, 2004, by and
between XRG Logistics, a Florida corporation ("Company"), and Xxxxx Xxxxxxxxx
("Consultant").
W I T N E S S E T H:
WHEREAS, Consultant is willing to provide services to the Company upon
the terms and conditions as described in this Agreement; and
WHEREAS, the Company desires to retain the Consultant to furnish the
consulting services to the Company on the terms and conditions set forth below.
WHEREAS, the Company has requested that Consultant perform such
consulting services on behalf of the Company.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained and the monies to be paid hereunder, the Company agrees to retain
Consultant to provide consulting services, and Consultant agrees to provide such
consulting services to the Company upon the following terms and conditions:
1. DUTIES OF CONSULTANT. The Company specifically requests that
Consultant assist the general manager, as it relates to the operation of the
Carolina Truck Connection Division of the Company. The Consultant shall perform
his duties during normal working hours at the offices of the Company. The
Consultant will only work on matters relating to his duties for the Company
while he is at the Company's offices. The Consultant will be provided with
office space as reasonably required to perform the services hereunder. The
Consultant will work the hours reasonably requested by the Company.
2. COMPENSATION. In consideration of performing the services, the
Company agrees to pay Consultant at the rate of $100.00 per hour. The payments
shall be payable in accordance with normal Company schedules. The Consultant
will be responsible for paying her own estimated income and self-employment
taxes.
3. TERM OF AGREEMENT. The effective date of this Agreement shall
be April 27, 2004, and it shall remain effective and continue in force and
effect until December 31, 2005. This Agreement shall terminate upon 30 days
written notice from one party to the other at which time all liabilities or
obligations under this Agreement shall terminate, except for compensation that
may otherwise be due to Consultant through the date of termination of this
Agreement and the Consultant's continuing confidentiality obligations set forth
in paragraph 4 below.
4. CONFIDENTIAL RELATIONSHIP AND COVENANT NOT TO COMPETE. All
information furnished by the Company to Consultant and all services rendered by
Consultant to the Company, shall be treated as confidential and proprietary and
shall not be disclosed to any third parties. Consultant further agrees that
during the term of this Agreement and for a one (1) year period following
termination of this Agreement, he shall not directly or indirectly, either as
principal, agent, manager, employee, owner, partner, or stockholder, solicit any
client of the Company. During the term of this Agreement and for a one (1) year
period following termination of this Agreement, Consultant shall not directly or
indirectly, either as a principal, agent, manager, employee, owner, partner, or
stockholder, solicit or encourage any employee of the Company to terminate their
employment with the Company. Consultant acknowledges that all work product,
programs, source codes, flow charts, operating procedures, systems design and
other materials that are developed by the Consultant in accordance with the
terms of this Agreement are the proprietary information and property of the
Company.
5. NEGATION OF AGENT OR EMPLOYEE STATUS. Consultant shall perform
this Agreement as an independent contractor.
6. ATTORNEYS' FEES. In the event of litigation, arbitration or
dispute resolution the prevailing party shall be entitled to recovery of its
reasonable fees and expenses of counsel.
2
7. APPLICABLE LAW AND BINDING EFFECT. This Agreement shall be
construed and regulated under and by the laws of the State of Florida, and shall
inure to the benefit of and be binding upon the parties hereto and their heirs,
personal representatives, successors and assigns.
8. SUPERSEDE PRIOR AGREEMENTS. This Consulting Agreement
supersedes and replaces all prior agreements, arrangements, contracts or
understandings, whether written or oral, that may have previously been entered
into between the Consultant and the Company.
[SIGNATURE BLOCK ON NEXT PAGE]
3
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
the day and year first above written.
WITNESSES: COMPANY:
__________________________________ By: ______________________________
__________________________________
CONSULTANT:
__________________________________ By:_______________________________
__________________________________
4
