Exhibit 4.1
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as
of July 12, 2001, between :
USA Dealers Xxxxxxx.xxx, Inc., a Nevada corporation (the "Company"),
and
Xxxx Ajedani of Netcom Consulting & Services Inc. ("Consultant")
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide such
services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as
an independent contractor and not as an employee, to render
consulting services to the Company as hereinafter provided and
Consultant hereby accepts such engagement for a period commencing
on June 12, 2001 and ending on the July 12, 2002. Consultant
agrees that Consultant will not have any authority to bind or act
on behalf of the Company. Consultant shall at all times be an
independent contractor hereunder, rather than an agent,
coventurer, employee or representative of the Company. The
Company hereby acknowledges and agrees that Consultant may engage
directly or indirectly in other businesses and ventures and shall
not be required to perform any services under this Agreement
when, or for such periods in which, the rendering of such
services shall unduly interfere with such other businesses and
ventures, providing that such undertakings do not completely
preempt Consultant's availability during the term of this
Agreement. Neither Consultant nor his employees will be
considered by reason of the provisions of this Agreement or
otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical,
pension, bonus or similar employee benefit plans sponsored by the
Company for its employees. Consultant shall report all earnings
under this Agreement in the manner appropriate to its status as
an independent contractor and shall file all necessary reports
and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this Agreement, the
Company hereby engages the Consultant, and Consultant hereby
accepts the engagement, to provide advice, analysis and
recommendations (the "Services") to the Company with respect to
the following:
A. Identifying prospective strategic partners and strategic
alliances among the automobile dealers in the Northern
California;
B. Corporate planning, strategy and negotiations with potential
strategic business partners and/or other general business
consulting needs as expressed by Client;
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C. Business development and business advertising, including
coordinating live events;
D. Business strategies;
E. Corporate imaging advertising including print, online and
multimedia mediums;
F. Developing and managing Strategic Planning issues;
G. Providing Project Management services for various projects;
H. Assisting in the management of other outsource vendors;
I. Online content development and coordination for the Client's
web presence;
J. Consulting on alternatives to enhance operational growth of
the Company;
During the term of this Agreement, Consultant shall render such
consulting services as the Company from time to time reasonably
requests, which services shall include but not be limited to
those rendered by Consultant to Company prior to the date hereof;
provided that:
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall not be called upon to devote more than 10
hours in any week in performing such services and shall not be
required to perform any services hereunder while Consultant is on
vacation or suffering from an illness.
2. Compensation and Expenses. For the Services provided by the
Consultant, the Company (i) shall compensate the Consultant by
delivering to the Consultant, not later than Nov 20, 2001, Three
hundred thousand (300,000) shares of the common stock of the
Company ("Common Stock") that is Freely Tradeable (as hereinafter
defined). "Freely Tradeable" means shares that may be sold at any
time by the Consultant free of any contractual or other
restriction on transfer and which have been appropriately listed
or registered for such sale on all securities markets on any
shares of the Common Stock are currently so listed or registered;
and (ii) the Company shall be responsible for the payment of the
reasonable out-of-pocket costs and expenses of Consultant
incurred prior to, or on or after the date of this Agreement, in
connection with its engagement under this Agreement, including,
but not limited to, reasonable fees and disbursements of counsel
for Consultant, travel and related expenses, document production
and computer database charges. The Company shall reimburse
Consultant for such costs and expenses as they are incurred,
promptly after receipt of a request for reimbursement from
Consultant.
3. Successors and Assigns. This Agreement is binding upon and
inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform the
Services be delegated or transferred by Consultant without the
prior written consent of the Company.
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4. Term. This Agreement shall commence on the date hereof and,
unless sooner terminated in accordance with the provisions of
Section 6 hereof, shall expire on July 12, 2002. However, the
Agreement may be extended by mutual written consent.
5. Termination. Either the Company or Consultant may terminate
this Agreement for material breach or by the mutual agreement
between the parties, upon at least thirty (30) days prior written
notice.
6. Independent Contractor Relationship. Consultant and the
Company are independent contractors and nothing contained in this
Agreement shall be construed to place them in the relationship of
partners, principal and agent, employer/employee or joint
ventures. Neither party shall have the power or right to bind or
obligate the other party, nor shall it hold itself out as having
such authority.
7. Indemnification. Company shall indemnify and hold harmless the
Consultant from and against any and all losses, damages,
liabilities, reasonable attorney's fees, court costs and expenses
resulting or arising from any third-party claims, actions,
proceedings, investigations, or litigation relating to or arising
from or in connection with this Agreement, or any act or omission
by Company.
8. Notice. For the purpose of this Agreement, notices and all
other communications provided for herein shall be in writing and
shall be deemed to have been duly given (i) when delivered, if
personally delivered, (ii) when sent by facsimile transmission,
when receipt therefor has been duly received, or (iii) when
mailed by United States registered mail, return receipt
requested, postage prepaid, or by recognized overnight courier,
addressed set forth in the preamble to this Agreement or to such
other address as any party may have furnished to the other in any
writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
9. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by authorized
officers of each party. No waiver by either party hereto of, or
compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement
shall be governed by the internal laws of the State of
California.
10. 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 will constitute one and the same
instrument.
11. Severability. If in any jurisdiction, any provision of this
Agreement or its application to any party or circumstance is
restricted, prohibited or unenforceable, such provision shall, as
to such jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability, without
invalidating the remaining provisions hereof and
without affecting the validity or enforceability of such
provision in any other jurisdiction or its application to other
parties or circumstances. In addition, if any one or more of the
provisions contained in this Agreement shall for any reason in
any jurisdiction be held to be excessively broad as to time,
duration, geographical scope, activity or subject, it shall be
construed, by limiting and reduction it, so as to be enforceable
to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
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IN WITNESS WHEREOF, this Consulting Agreement has been executed
by the Company and Consultant as of the date first written above.
Signature of Contractor
Name: Xxxx Xxxxxxxx
Address: 00 Xxxxxx Xxxx Xx.
Xxxxxx, Xx 00000
Signature: /s/ Xxxx Xxxxxxxx
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Signature of Company
Name: XxxXxxxxxxXxxxxxx.Xxx, Inc.
Address: 0000 Xxxxx Xxx
Xxx Xxxxxx, Xx 00000
Signature: /s/ Al Tamasebi
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