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EXHIBIT 10.17
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into
effective as of the 16th day of March, 1997, by and among Halter Financial
Group, Inc., a Texas corporation ("HFG") and Karts International Incorporated,
a Nevada corporation (the "Client").
RECITALS
A. HFG owns 15% of the outstanding capital stock of the Client.
B. HFG is experienced in assisting publicly-held companies in
shareholder and investor relations and financial public relations.
C. HFG will provide certain consulting services to the Client on
the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Consulting Services. HFG hereby agrees to provide the
following consulting services to the Client under the terms and conditions set
forth in this Agreement:
(a) Preparing a program of shareholder communications and
relations including, but not limited to: (i) preparation or review of periodic
letters to shareholders; (ii) preparation of a Company Profile; and (iii)
preparation or review and distribution of press releases;
(b) Preparing a program of communication with brokerage
professionals, investment bankers, and market- makers including, but not
limited to: (i) written communication with brokerage firms, investment bankers,
and market- maker(s); (ii) introductions to retail brokers and investment
bankers; (iii) assistance with brokerage presentations; (iv) coordinating
conference calls with brokers; and
(c) Providing such other general assistance and advice as may be
mutually agreed by the parties.
2. Compensation. As compensation for entering into this
Agreement, the Client will pay to HFG $10,000.
3. Expenses. The Client will be responsible for all costs, fees
and expenses that HFG incurs in connection with the performance of the
services under this Agreement. In the event that the parties agree that HFG
will undertake any project for or on behalf of the Client outside the scope of
this Agreement, the Client will approve and authorize the projected costs and
expenses for such project. HFG will provide the Client with an itemized list
of such costs
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and expenses that it incurs on behalf of the Client and the Client will
reimburse HFG for such costs and expenses within 30 days of receipt thereof.
4. Term. This Agreement shall commence on the execution date of
this Agreement and shall continue for a term of 12 months, unless terminated
earlier pursuant to Section 5 hereof.
5. Termination. This Agreement may be terminated:
(a) if there has been a material breach of this Agreement and such
breach has not been cured by the alleged breaching party on or before
30 days from the date of the receipt of written notice from the
non-breaching party detailing the breach; or
(b) upon the mutual written agreement of the parties.
6. Remedies. Upon termination of this Agreement for any reason,
the Client agrees to immediately pay all sums due to HFG in accordance with
this Agreement. The Client agrees to pay a late charge of 1 1/2% per month on
any amount due to HFG which has not been paid within the five days immediately
following its due date until such amount shall have been paid in full.
7. Accuracy of Information and Indemnification. The Client
agrees to fully cooperate with HFG in the performance of HFG's consulting
services as HFG may request. In this regard, the Client agrees to furnish to
HFG complete, truthful and accurate information in all respects. The Client
agrees to indemnify and hold harmless HFG from any loss, liability, damages,
costs and expenses (including attorneys' and other professional fees) that HFG
may incur as a result of the Client furnishing to HFG any untruthful or
inaccurate information or failing to provide any material information necessary
to make the statements being made or the information being furnished accurate
and truthful in light of all the circumstances.
8. Miscellaneous.
(a) Assignability. Unless otherwise agreed to in writing by both
parties hereto, the rights, obligations and benefits established by
this Agreement shall be nonassignable by either of the parties hereto
and any such attempt of assignment shall be null and void and of no
effect whatsoever.
(b) Relationship of the Parties. The management and employees of
HFG shall not be considered employees of the Client. Furthermore, the
parties agree that HFG shall not be deemed to be an employee, servant,
partner or joint venturer of the Client. HFG shall be considered an
independent contractor for all purposes.
(c) Entire Agreement. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof,
and may not be changed except by a writing signed by the party against
whom enforcement or discharge is sought.
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(d) Waiver of Breach. The waiver by either party of a breach of
any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach by the other
party.
(e) Construction of Language. The language used in this
Agreement shall be construed as a whole according to its fair meaning,
and not strictly for nor against either party.
(f) Captions and Headings. The paragraph headings throughout
this Agreement are for convenience and reference only, and shall in no
way be deemed to define, limit or add to the meaning of any provision
of this Agreement.
(g) State Law. This Agreement, its interpretation and its
application shall be governed by the laws of the State of Texas.
(h) Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument.
Execution and delivery of this Agreement by exchange of facsimile
copies bearing facsimile signature of a party shall constitute a valid
and binding execution and delivery of this Agreement by such party.
Such facsimile copies shall constitute enforceable original documents.
(i) Costs. In the event of any legal proceeding between any of
the parties to enforce or defend the terms and rights set forth in
this Agreement, the prevailing party or parties shall be paid all
reasonable costs of such legal proceeding, including but not limited
to, attorneys' fees by the other party or parties.
(j) Notices and Waivers. Any notice or waiver required or
permitted to be given by the parties hereto shall be in writing and
shall be deemed to have been given, when delivered, three business
days after being mailed by certified or registered mail, faxed during
regular business hours of the recipient and there is confirmation of
receipt, or sent by prepaid full rate telegram to the following
addresses:
To HFG:
Xxxxxxx X. Xxxxxx, President
Halter Financial Group, Inc.
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
To the Client:
Mr. V. Xxxx Xxxxxxxx, President
Karts International Incorporated
000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
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IN WITNESS WHEREOF, the parties have executed this Agreement
to be effective as of the day first above written.
HALTER FINANCIAL GROUP, INC.
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, President
KARTS INTERNATIONAL INCORPORATED
By: /s/ V. XXXX XXXXXXXX
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V. Xxxx Xxxxxxxx, President
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