EXHIBIT 10.1
Business Consulting Agreement with Xxxxx Xxxxx
BUSINESS CONSULTING AGREEMENT
THIS BUSINESS CONSULTING AGREEMENT (this "Agreement") is made and
entered into this 1st day of September 2001, by and between Associated
Automotive Group, Inc., a Nevada corporation, with its principal place of
business at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxx 00000 (hereinafter
referred to as the "Company") and Xxxxx Xxxxx, a consultant who resides at 000
X.X. 0xx Xxxxxx, Xxxxxx Xxxxx, XX 00000 (hereinafter referred to as the
"Consultant").
RECITALS
A. The Company desires to avail itself of the Consultant's experience,
skills and abilities, and background and knowledge, and is willing to engage the
Consultant upon the terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Company upon
said terms and conditions.
C. The parties hereto have each established a valuable reputation and
goodwill in their respective businesses.
D. Each party hereto, by virtue of its relationship with the other
party, will become familiar with and possessed with the manner, methods and
other confidential information pertaining to the such other parties business
activities.
NOW, THEREFORE, in consideration of the recitals, promises and
conditions in this agreement, the Consultant and the Company agree as follows:
1. Consulting Services.
(a) During the term of this Agreement, the Consultant is
hereby retained by the Company to provide consulting services to the Company as
described below. The Consultant shall provide such consulting services as
reasonably requested by the Company's Board of Directors and Chief Executive
Officer during the term of this Agreement. Unless otherwise agreed to by the
Company, all services hereunder shall be performed directly by the Consultant,
and at his principal place of business or other offices.
(b) The Consultant agrees to assist the Company as follows:
i. the development of the Company's automotive
business;
ii. business marketing; and
iii. development of new business for the Company.
2. Term. The term of this Agreement shall be for a period of
twenty-four (24) months commencing on the date of this
Agreement and ending on November 1, 2003.
3. Compensation. The Company irrevocably grants to the
Consultant, in lieu of salary or any other compensation for
services, 56,434 shares of common stock (the "Shares") of the
Company.
4. Expenses of the Consultant. The Consultant shall be
responsible for all expenses incurred by the Consultant in the
performance of its duties hereunder, which expenses shall
include, postage, printing, long distance calls, transmitting
facsimiles, travel and wire service expenses reasonably
related to the Consultant's services to the Company.
5. Registration Rights.
(a) If at any time during the five years following the date
hereof, the Company shall prepare and file one or more registration statements
under the Securities Act of 1933, as amended (the"Act") with respect to a public
offering of equity or debt securities of the Company, other than a registration
statement on Forms X-0, X-0, or similar form, the Company will include in any
such registration statement such information as required, and such number of the
Shares as requested by the holder thereof (the "Holder") to permit a public
offering of such Shares; provided, however, that if, in the sole discretion of
the Company and the underwriter for the Company's public offering, the inclusion
of the Shares requested to be registered, when added to the securities being
registered by the Company or any other selling security holder(s), would exceed
the maximum amount of the Company's securities that can be marketed without
otherwise materially or adversely affecting the entire offering, then the
Company may exclude from such offering that portion of the Shares required to be
so registered so that the total number of securities to be registered is within
the maximum number of shares that may be marketed without otherwise materially
and adversely affecting the entire offering. The Company shall have sole and
absolute discretion in making such determination. The Company shall use its best
efforts to obtain promptly the effectiveness of such registration statement. The
Company shall bear all fees and expenses other than the fees and expenses of
Holder's counsel incurred in the preparation and filing of such registration
statement and related state registrations, to the extent permitted by applicable
law, and the furnishings of copies of the preliminary and final prospectus
thereof to such Holder.
6. Cooperation. Both parties shall cooperate fully with each
other in the performance of the their respective obligations
under this Agreement including, without limitation, providing
all necessary information, executing
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all documents and performing all actions reasonably required
in connection with such performance.
7. Independent Contractor. This Agreement shall not constitute an
employer- employee relationship. It is the intention of the
parties that the Consultant shall be at all times an
independent contractor of the Company. The Consultant shall
not have any authority to act as the agent of the Company and
shall not have the authority to, and shall not, bind the
Company to any agreements or obligations with a third party
except as otherwise authorized by the Company. Subject to the
express provisions herein, the manner and means utilized by
the Consultant in the performance of its services hereunder
shall be under the sole control of the Consultant.
8. Non-Disclosure of Confidential Information. Both parties
acknowledge that it is their policy to maintain as secret and
confidential all valuable information heretofore or hereafter
acquired, developed or used by each other in relation to their
respective business, operations, employees and contacts which
may give a competitive advantage in either party's industries
(all such information is hereinafter referred to as
"Confidential Information"). The parties recognize that, by
reason of the relationship of the parties, the parties may
acquire Confidential Information of the other party. The
parties recognize that all such Confidential Information is
the property of the owning party. In consideration of the
parties entering into this Agreement, the parties agree that:
(a) They shall never, directly or indirectly, publicly
disseminate or otherwise disclose any Confidential Information obtained during
the term of this agreement without the prior written consent of either party, it
being understood that the obligation created by this subparagraph shall survive
the termination of this Agreement;
(b) At all times, the parties shall exercise all due and
diligent precautions to protect the integrity of any of the other party's
documents embodying Confidential Information (which shall be marked
"Confidential" by the supplying party prior to delivery and, if not so marked,
shall not be deemed to embody Confidential Information), and upon termination of
this Agreement, each party shall return all such documents (and copies thereof)
in its possession or control to the other party; and
(c) In recognition of the foregoing, the parties represent,
warrant and covenant that they will not in the future use or disclose any of
such Confidential Information for the benefit of any person or other entity or
organization under any circumstances at any time.
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9. Representations and Warranties. The Company hereby represents
and warrants to the Consultant as follows:
(a) This Agreement has been duly authorized, executed and
delivered on behalf of the Company and is the valid and binding obligation of
the Company, enforceable in accordance with its terms, subject only to the
effect, if any, of bankruptcy laws or similar laws relating to the insolvency of
debtors and to principles of equity and except as the Company's indemnification
and/or contribution obligations under this Agreement may be limited under
Federal or applicable state securities laws.
(b) The execution and delivery of, and the compliance with,
this Agreement by the Company and the consummation by the Company of the
transactions herein contemplated will not, with or without the giving of notice
or the lapse of time, or both: (A) result in a material conflict with or breach
of any of the material terms or provisions of, or constitute a default under, or
result in the modification or termination of, or require consent under, or
result in the creation or imposition of any lien, security interest, charge or
encumbrance upon any of the material properties or assets of the Company
pursuant to the terms of, any agreement or instrument to which the Company is a
party or by which the Company may be bound or to which any of the property or
assets of the Company is subject, or (B) violate the Company's articles of
incorporation or by-laws or (C) have any material effect on any material
license, permit, judgment, decree, order, statute, rule or regulation applicable
to the Company or any of its properties or businesses.
10. Indemnification.
(a) The acts, statements and representations made by the
Company to third parties are the sole responsibility of the Company, and the
Company agrees to indemnify the Consultant and hold the Consultant harmless for
any liabilities, claims, losses and expenses, including legal costs and expenses
incurred by the Consultant, that result from acts, statements and
representations made by the Company and its authorized representatives to third
parties. The Company represents that all materials provided to the Consultant in
relation to the consulting services to be provided hereunder are truthful and
accurate, and the Consultant may rely upon same without independent verification
of the facts or other information contained therein.
(b) The acts, statements and representations made by the
Consultant without the approval of the Company to third parties which are not
made in reliance upon information and/or material furnished to the Consultant by
the Company, rather written or oral, are the sole responsibility of the
Consultant, and the Consultant agrees to indemnify the Company for any
liability, claims, losses and expenses, including legal costs and expenses
incurred by the Company that result from the Consultant's representations made
without the approval of the Company.
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11. Taxes. All taxes, duties and other governmental fees or
charges arising from the Consultant's receipt of remuneration
shall be borne by the Consultant, except to the extent that
the Company is responsible for the fees, costs and expenses in
connection with the provisions of Section 6 hereof.
12. Notices. Any notice, request, demand or other communication
required or permitted hereunder shall be deemed to be properly
given when personally served in writing or when deposited in
the United States mail, postage prepaid, addressed to the
other party at the address provided by each party. Either
party may change its address by written notice made in
accordance with this section.
13. Benefit of Agreement. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, and their
respective legal representatives, administrators, executors,
successors, subsidiaries and affiliates.
14. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Florida without and application
of the principles of conflicts of laws. If it becomes
necessary for any party to institute legal action to enforce
the terms and conditions of this Agreement, and such legal
action results in a final judgment in favor of such party
("Prevailing Party"), then the party or parties against whom
said final judgment is obtained shall reimburse the Prevailing
Party for all direct, indirect or incidental expenses
incurred, including, but not limited to, all attorney's fees,
court costs and other expenses incurred throughout all
negotiations, trials or appeals undertaken in order to enforce
the Prevailing Party's rights hereunder. Any suit, action or
proceeding with respect to this Agreement shall be brought in
the state or federal courts located in Broward County in the
State of Florida. The parties hereto hereby accept the
exclusive jurisdiction and venue of those courts for the
purpose of any such suit, action or proceeding. The parties
hereto hereby irrevocably waive, to the fullest extent
permitted by law, any objection that any of them may now or
hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any
judgment entered by any court in respect thereof brought in
Broward County, Florida, and hereby further irrevocably waive
any claim that any suit, action or proceeding brought in
Broward County, Florida, has been brought in an inconvenient
forum.
15. Assignment. Any attempt by either party to assign any rights,
duties or obligations that arise under this Agreement without
the prior written consent of the other party shall be void and
shall constitute a breach of the terms of this Agreement.
16. Entire Agreement; Modification. This Agreement constitutes the
entire agreement between the Company and the Consultant. No
promises, guarantees, inducements or agreements, oral or
written, express or implied,
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have been made regarding the provision of any services, other
than as contained in this Agreement. This Agreement can be
modified only in writing signed by both parties hereto.
17. Severability. In the event of the invalidity or
unenforceability of any one or more of the provisions of this
Agreement, such illegality or unenforceability shall not
affect the validity or enforceability of the other provisions
hereof, and such other provisions shall be deemed to remain in
full force and effect.
18. Continuing Effect. Sections 5, 8, 9 and 11 shall survive the
expiration or the termination of obligations of each party to
the other.
19. Execution in Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first written above.
ASSOCIATED AUTOMOTIVE GROUP, INC.
By: /s/Xxxxx Xxxxxx
-------------------
Name: Xxxxx Xxxxxx
Title: Vice President
/s/Xxxxx Xxxxx
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Xxxxx Xxxxx
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Addendum to Business Consulting Agreement
In consideration for additional services defined below provided by and to be
provided by Xxxxx Xxxxx ("Xxxxx") pursuant to the Business Consultant Agreement
dated November 1, 2001 by and between Xxxxx and Associated Automotive Group Inc.
("Subsidiary"), Associated Automotive Group Incorporated ("AAGI") agrees to
issue Xxxxx 200,000 shares of AAGI Class A Common Stock.
The additional services include, but are not limited to consulting services in
connection with the reorganization of AAGI and acquisition of Subsidiary and the
continued consulting services in regarding the operations of AAGI. These
services shall be performed in accordance with the terms of the Business
Consultant Agreement.
April 1, 2002
/s/Xxxxx Xxxxx
--------------
Xxxxx Xxxxx
Associated Automotive Group Incorporated
By: /s/Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Vice President
