CONSULTING AGREEMENT
Consulting Agreement made as of April 01, 2005, between The Xxxxxxxx
Coach, Inc., a Delaware corporation with offices at 00000 0xx Xxxxxx
X., Xxxxxxxxx, XX 00000 ("Xxxxxxxx"), and Kingdom Come, LLC, with
offices at 00 Xxxxxx Xx., Xxxxxxx, XX 00000 ("Kingdom")
Xxxxxxxx is in need of assistance in developing its strategic plans,
gaining access to business opportunities, and other management
functions, and Kingdom is experienced in these areas and is capable
of providing valuable services to Xxxxxxxx.
Therefore, it is agreed:
1. SERVICES. During the Term of this Agreement, Kingdom shall
provide advice to Xxxxxxxx'x management and shall consult with
Xxxxxxxx concerning management of sales and marketing resources,
strategic planning, corporate organization and structure,
financial matters in connection with the operation of the
businesses of Xxxxxxxx, expansion of services, acquisitions and
business opportunities. Kingdom shall also review and advise
Xxxxxxxx regarding its overall progress, needs, and condition.
Kingdom agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated
hereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance Xxxxxxxx' assets,
resources, and products;
(b) The implementation of a marketing program to enable
Xxxxxxxx to broaden the markets for its products and
promote the image of Xxxxxxxx and its products and
services;
(c) Advice to Xxxxxxxx regarding the recruitment and
employment of key executives consistent with the expansion
of operations of Xxxxxxxx.
(d) The identification, evaluation, structuring,
negotiating, and closing of joint ventures, strategic
alliances, business acquisitions, and advice with regard to
the ongoing managing and operating of such acquisitions
upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structures, terms, and content of bank loans,
institutional loans, private debt funding, mezzanine
financing, and other equity financing.
2. TERM. The term ("Term") of this Agreement shall commence on the
date hereof and shall terminate on April 01, 2007. Xxxxxxxx may
terminate this Agreement at any time by giving written notice of
termination to Kingdom, which shall be effective on a date stated
in the notice which shall be no less than fifteen business days
after the giving of the notice.
3. COMPENSATION. As full compensation for the services to be
rendered hereunder, Xxxxxxxx shall issue to Kingdom one million
and nine hundred thousand (1,900,000) shares of common stock of
Xxxxxxxx Coach Inc.
4. REGISTRATION. If at any time or from time to time, the Company
shall determine to register any of its securities, either for its
own account or the account of a security holder or holders
exercising their respective demand registration rights, other
than (i) a registration on Form S-8 (or a similar or successor
form) relating solely to employee stock option, stock purchase or
other benefit plans, or (ii) a registration on Form S-4 (or
similar or successor form) relating solely to a transaction
pursuant to Rule 144, as promulgated by the Commission, the
Company will include in such registration (and any related
qualification under blue sky laws or other compliance), all the
Remittable Securities specified in this agreement. The Company
shall register the Remittable Securities "for the shelf," that
is, for future sale, not as part of the underwriting.
5. CONFIDENTIALITY. Kingdom will not disclose to any person, firm or
corporation, nor use for his own benefit, during or after the
Term of this Consulting Agreement, any trade secrets or other
information designated as confidential by Xxxxxxxx which is
acquired by Kingdom in the course of performing services
hereunder. Any financial advice rendered by Kingdom pursuant to
this Consulting Agreement may not be disclosed in any manner
without the prior written approval of Xxxxxxxx.
6. INDEMNIFCATION. Xxxxxxxx hereby agree to indemnify and hold
Kingdom harmless from and against all losses, claims, damages,
liabilities, costs or expenses, including reasonable attorney's
fees (collectively, "Liabilities") arising from the performance
of this Consulting Agreement. This indemnity shall not apply,
however, and Kingdom shall indemnify and hold Xxxxxxxx, its
affiliates, control persons, officers, employees and agents
harmless from and against all Liabilities arising from gross
recklessness or willful misconduct by Kingdom in the performance
of his services hereunder.
7. INDEPENDENT CONTRACTOR. The relationship between Kingdom and
Xxxxxxxx is that of independent contractors. Kingdom shall not
hold itself out as an agent of Xxxxxxxx, nor shall it take any
action from which others might infer that it is an agent of
Xxxxxxxx or that it is engaged in a joint venture with Xxxxxxxx.
8. GOVERNING LAW; ARBITRATION. This Consulting Agreement shall be
governed by the laws of the State of New Jersey applicable to
contracts made and to be performed therein. Any dispute or other
disagreement arising from or out of this Consulting Agreement
shall be submitted to arbitration under the rules of the American
Arbitration Association, and the decision of the arbiter(s) shall
be enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in New Jersey. In the event any
dispute is arbitrated, the prevailing Party (as determined by the
arbiter(s)) shall be entitled to recover that Party's reasonable
attorney's fees incurred (as determined by the arbiter(s)).
9. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter
hereof, and supersedes any prior communications, understandings
or agreements between the parties. This Consulting Agreement
cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by both parties.
10. NOTICES. Any notice required or permitted hereunder shall be
given in writing, and shall be deemed effectively given upon
personal delivery or one business day after tender to an
overnight delivery service of national reputation, addressed to
the parties at the address set forth at the start of this
Agreement, or at such other addresses as a Party may designate by
ten days advance written.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date set forth at the start of this Agreement.
THE XXXXXXXX COACH, INC.
By: /s/ Xxxxx Xxxxxxxxx /s/ Xxxxxxx Xxx, Manager
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Xxxxx Xxxxxxxxx, CEO Kingdom Come, LLC
