EXHIBIT 4.5
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), dated January 1 2002 is made
by and between Xxxxxx Xxxxxx, an individual ("Consultant"), whose address is,
0000 Xxxx Xxxxxxx Xxxx, Xxxx Xxxxxxx Xx 00000 Xxxxxxx Xx Xxxxxxx Xx 00000 and
Collectible Concepts Group, Inc., a Delaware corporation, ("Client"), having its
principal place of business at 0000 Xxxxx Xxxxx Xxxx, Xxxxxxxxxx. XX 00000.
WHEREAS, Consultant has extensive background with marketing and sales
development. and establishment of independent sales representative networks.
WHEREAS, Consultant desires to be engaged by Client to provide information,
evaluation and consulting services to the Client in his areas of knowledge and
expertise on the terms and subject to the conditions set forth herein;
WHEREAS. Client is a publicly held corporation with its common stock shares
trading on the Over the Counter Bulletin Board under the ticker symbol "CCGR,"
and desires to further develop its business and increase it's common stock
share's value by enhancing public awareness of the business of the Client and
its image; and
WHEREAS, Client desires to engage Consultant to provide information, evaluation
and consulting services to the Client in his areas of knowledge and expertise on
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant provides to
Client, the parties agree as follows:
1. Services of Consultant. Consultant agrees to develop the marketing of
products of Client on the Internet and otherwise. Consultant will also serve as
an adviser on financial services issues. As such, Consultant will be providing
bona fide services to Client. The services to be provided by Consultant will not
be in connection with the offer or sale of securities in a capital-raising
transaction, and will not directly or indirectly promote or maintain a market
for Client's securities.
2. Consideration. Client agrees to pay Consultant, as his fee and as
consideration for services provided, 8,000,000 (eight million) shares, in common
stock in Client. Shares are due and payable immediately upon the effectiveness
of the Form S-8 Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate State Securities Administrator.
3. Confidentiality. Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be disclosed to
the other party, including, but not limited to, product and business plans,
product designs, sales, costs and other unpublished financial information,
advertising revenues, usage rates, advertising relationships, projections, and
marketing data ("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a) is, as of the
time of its disclosure, or thereafter becomes part of the public domain through
a source other than the receiving party, (b) was known to the receiving party as
of the time of its disclosure, (c) is independently developed by the receiving
party, or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing Party.
4. Late Payment Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within fifteen (15)
days after the applicable due date shall be deemed a material breach of this
Agreement, justifying suspension of the performance of the "Services" provided
by Consultant, will be sufficient cause for immediate termination of this
Agreement by Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement, Client shall be
liable for any costs associated with such collection, including, but not limited
to, legal costs, attorney's fees, court costs, and collection agency fees.
5. Indemnification. (a) Client. Client agrees to indemnify, defend, and shall
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hold harmless Consultant and/or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of action, debt or
liability, including reasonable attorney's fees to the extent that such action
is based upon a claim that: (i) is true, (ii) would constitute a breach of any
of Client's representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or any Client
Content to be provided by Client and does not violate any rights of third
parties, including, without limitation, rights of publicity, privacy, patents,
copyrights, trademarks, trade secrets, and/or licenses, (b) Consultant.
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Consultant agrees to indemnify, defend, and shall hold harmless Client, its
directors, employees and agents, and defend any action brought against same with
respect to any claim, demand, cause of action, debt or liability, including
reasonable attorney's fees, to the extent that such an action arises out of the
gross negligence or willful misconduct of Consultant, (c) Notice. In claiming
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any indemnification hereunder, the indemnified party shall promptly provide the
indemnifying party with written notice of any claim, which the indemnified party
believes falls within the scope of the foregoing paragraphs. The indemnified
party may, at its expense, assist in the defense if it so chooses, provided that
the indemnifying party shall control such defense, and all negotiations relative
to the settlement of any such claim. Any settlement intended to bind the
indemnified party shall not be final without the indemnified party's written
consent, which shall not be unreasonably withheld.
6. Limitation of Liability. Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if Consultant has been
advised of the possibility of such damages. In any event, the liability of
Consultant to Client for any reason and upon any cause of action, regardless of
the form in which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not exceed ten percent
(10%) of the fee paid by Client to Consultant for the specific service provided
that is in question.
7. Termination and Renewal. (a) Term. This Agreement shall become effective on
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the date appearing next to the signatures below and terminate one (1) year
thereafter. Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term, (b)
Termination. Either party may terminate this Agreement on thirty (30) calendar
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days written notice, or if prior to such action, the other party materially
breaches any of its representations, warranties or obligations under this
Agreement. Except as may be otherwise provided in this Agreement, such breach by
either party will result in the other party being responsible to
reimburse the non-defaulting party for all costs incurred directly as a result
of the breach of this Agreement, and shall be subject to such damages as may be
allowed by law including all attorney's fees and costs of enforcing this
Agreement, (c) Termination and Payment. Upon any termination or expiration of
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this Agreement, Client shall pay all unpaid and outstanding fees through the
effective date of termination or expiration of this Agreement. Upon such
termination, Consultant shall provide and deliver to Client any and all
outstanding (services) due through the effective date of this Agreement.
8. Miscellaneous.
(a) Independent Contractor. This Agreement establishes an "independent
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contractor" relationship between Consultant and Client.
(b) Rights Cumulative. Waivers. The rights of each of the parties under this
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Agreement are cumulative. The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express waiver or
variation in writing. Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any other such
right. Any defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such right. No act
or course of conduct or negotiation on the part of any party shall in any way
preclude such party from exercising any such right or constitute a suspension or
any variation of any such right.
(c) Benefit. Successors Bound. This Agreement and the terms, covenants,
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conditions, provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators, representatives, successors,
and permitted assigns.
(d) Entire Agreement. This Agreement contains the entire Agreement between the
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parties with respect to the subject matter hereof. There are no promises,
agreements, conditions, undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between them with respect
to this Agreement or the matters described in this Agreement, except as set
forth in this Agreement. Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.
(e) Assignment. Neither this Agreement nor any other benefit to accrue hereunder
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shall be assigned or transferred by either party, either in whole or in part,
without the written consent of the other party, and any purported assignment in
violation hereof shall be void.
(f) Amendment. This Agreement may be amended only by an instrument in writing
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executed by all the parties hereto,
(g) Severability. Each part of this Agreement is intended to be severable. In
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the event that any provision of this Agreement is found by any court or other
authority of competent jurisdiction to be illegal or unenforceable, such
provision shall be severed or modified to the extent necessary to render it
enforceable and as so severed or modified, this Agreement shall continue in full
force and effect.
(h) Section Headings. The Section headings in this Agreement are for reference
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purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(i) Construction. Unless the context otherwise requires, when used herein, the
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singular shall be deemed to include the plural the plural shall be deemed to
include each of the singular, and
15. Governing Law. The Plan and all actions taken thereunder shall be governed
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by and construed in accordance with the laws of the State of Pennsylvania.*
This Plan has been executed as of the 1 day of January 2002.
COLLECTIBLE CONCEPTS GROUP, INC.
/s/ Xxxx X. Xxxxxxxxx
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XXXX X. XXXXXXXXX, CEO
/s/ Xxxxxx Xxxxxx
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Consultant
