EXHIBIT 10.2
CONSULTING AGREEMENT
THIS AGREEMENT, effective the 31st day of January, 2003 (the
"Agreement"), by and between Xxxxxx Xxxx (the "Consultant"), a resident of St.
Xxxxxx, USVI, and Quintek Technologies, Inc. (the "Company"), with its principal
office located at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx, XX 00000.
WITNESSETH:
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WHEREAS, the Consultant has been requested by the Company to provide
consulting services for the Company;
WHEREAS, Consultant and the Company desire to expand their
relationship, and the Company desires to enter into a formal consulting
agreement with the Consultant pursuant to which it will engage the
Consultant for general consulting services, including advice regarding
sales and marketing and regarding mergers, acquisitions and related
matters.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto hereby agree as follows:
1. Term. Consultant hereby agrees to act as Consultant on behalf of the
Company for a six (6) month term commencing as of the date hereof (the
"Term").
2. Services. The consulting services to be provided by Consultant during
the Term shall be to advise and consult the Company regarding general
business matters including, but not limited to the evaluation and
analysis of management needs, sales and marketing, prospective mergers,
asset, business or other acquisition, and other business combinations
hereinafter ("Business Combinations") that the Company may ask the
Consultant to undertake. Consultant shall not provide (and has not
provided) Company any services in connection with the offer and sale of
securities in a capital raising transaction nor do they include any
services, directly or indirectly, to promote or maintain a market for
the Company's stock. Consultant agrees to devote such time toward the
performance of its duties hereunder as it deems reasonably necessary.
It is not intended that such services require full time and effort by
Consultant or any of its employees. The Company acknowledges that
Consultant and/or its affiliates will provide consulting advice (of all
types contemplated by this Agreement and otherwise) to others, as well
as Company. Nothing herein contained shall be construed to limit and
restrict Consultant in conducting such business with respect to others,
or in rendering such advice to others. It is contemplated that the
services of Consultant shall be performed in the City of Los Angeles
and state of California and nothing shall require Consultant to attend
meetings more frequently than three days in any calendar month. In the
event Consultant's services are requested outside of the Los Angeles
Metropolitan area (which shall be deemed to include the Company's
offices in Camarillo, California), Company shall, in addition to a
reasonable per diem allowance, provide Consultant with air
transportation to and from the location outside the Los Angeles
Metropolitan area and first class hotel accommodations. Company shall
advise Consultant at least 15 days in advance of the date, time and
place of any contemplated meeting and shall be subject to Consultant's
prior commitments.
3. Compensation for Services. For and in consideration for the past
services rendered and services to be rendered by Consultant as provided
herein and in addition to any other compensation previously or
subsequently agreed to be paid to Consultant, Company shall pay to
Consultant upon execution of this Agreement the following: warrants to
purchase four million five hundred thousand (4,500,000) shares of the
common stock of Quintek Technologies, Inc. (QTEK; OTCBB). The exercise
price of the warrants shall be $0.02 per share and the term shall be
for six (6) months from the date of this agreement. The foregoing shall
be referred to as "Compensation", and is deemed earned by Consultant
upon execution of this Agreement. The shares underlying the
Compensation shall be registered by the Company filing a registration
statement on Form S-8 with the Securities Exchange Commission ("SEC")
within five (5) days after the execution of this Agreement. If the
registration statement on Form S-8 is not filed with the SEC within
five (5) days after the after the execution of this Agreement, Company
will, as additional compensation, increase the number of shares of
common stock purchasable by the abovesaid warrrants by three percent
(3%) for each full month (and on a pro-rata basis for partial months)
after the execution of this Agreement that the registration statement
on Form S-8 is not yet filed.
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4. Entire Agreement; Waivers; Exhibits. This Agreement supersedes any and
all agreements, arrangements and understandings between the parties
hereto, entered into or reached prior to the date hereof. No amendment,
waiver or discharge of any provisions hereof shall be effective unless
in writing signed by the parties hereto. All Exhibits attached hereto
or incorporated herein by reference, together with this Agreement,
shall be and are one complete agreement and constitute the entire
agreement between the parties. This Agreement shall inure to the
successors and assigns of the parties hereto.
5. Notices. All notices and other communication hereunder shall be in
writing and shall be deemed to have been given when delivered
personally, by overnight mail or couriers or three days after being
sent by registered or certified mail, postage prepaid, return receipt
requested, to the address set forth on the first page of this Agreement
or such other address as any party may notify the other pursuant
hereto.
6. Headings. The headings in the Agreement are for purposes of reference
only and shall not be considered in construing this Agreement.
7. Consent to Service of Process; Jurisdiction; Venue. Each of the parties
hereto hereby consents to the personal jurisdiction of the United
States District Court for Delaware in any action, suit or proceeding
arising under this Agreement and agrees to bring any such action, suit
or proceeding only in such courts.
8. Assignments. This Agreement may not be assigned by any party without
the express written consent of the other party.
9. Governing Law. This Agreement shall be governed and interpreted in
accordance with the laws of the State of California, without regard to
the conflict of laws principles thereof or the actual domiciles of the
parties hereto.
10. Confidential Information. During the Term of this Agreement and at all
times thereafter, Consultant agrees that it will keep confidential and
will not use or divulge to any person, firm or corporation, without
Company's specific, prior consent in writing (i) any confidential
information concerning the business affairs of Company, or any of its
affiliates; (ii) any trade secrets of Company, or any of its
affiliates; or (iii) any other specialized information or data relating
to Company, the Company's Proprietary Rights (as the Company may define
"Proprietary Rights" from time to time), or any participants therein,
heretofore of hereafter learned, acquired or coming to Consultant's
knowledge during the Term. Notwithstanding the above, the Consultant
shall have no liability to Company with regard to information which (i)
was generally known and available in the public domain at the time it
was disclosed or becomes generally known and available in the public
domain through no fault of Consultant; (ii) was known to Consultant at
the time of disclosure as shown by the files of Consultant in existence
at the time of disclosure; (iii) is disclosed with the prior written
approval of Company; (iv) was independently developed by Consultant
without any use of confidential information and by employees or other
agents of Consultant who have not been exposed to such confidential
information; (v) becomes known to Consultant from a source other than
the Company without breach of this Agreement by Consultant and
otherwise not in violation of Company's rights; and (vi) is disclosed
pursuant to the order of a court, administrative agency or other
governmental body; provided, that Consultant shall provide prompt,
advance notice thereof to enable Company to seek a protective order or
otherwise prevent such disclosure, and provided that Consultant's
disclosure is limited to that expressly required by such court,
administrative agency or other governmental body.
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11. Independent Contractor Relationship. The services rendered by
Consultant to the Company pursuant to this Agreement shall be as an
independent contractor, and this Agreement does not make Consultant the
employee, agent or legal representative of the Company for any purpose
whatsoever, including, without limitation, participation in any
benefits or privileges given or attended by the Company to its
employees. No right or authority is granted to Consultant to assume or
to create any obligation or responsibility, express or implied, on
behalf or in the name of the Company. The Company shall not withhold
for Consultant any federal or state taxes from the amounts to be paid
to Consultant hereunder, and Consultant agrees that it will pay all
taxes due on such amounts.
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12. Indemnification. The Consultant agrees to indemnify the Company to the
full extent of the law and the Company agrees to indemnify the
Consultant to the full extent of the law.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered in its name and on its behalf, effective as of the
date first written above.
Quintek Technologies, Inc. Consultant
By: /s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxx
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Xxxxxx Xxxxxx Xxxxxx Xxxx
Its: Chief Executive Officer
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