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EXHIBIT 10.78
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MANAGEMENT/FINANCIAL CONSULTING AGREEMENT
This Management/Financial Consulting Agreement (the "Agreement") is made
and entered into this 25th day of March, 2000, by and between Fair Market,
Inc., a Colorado Corporation (the "Company"), whose principal place of
business is 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000 and USURF
America, Inc. (the "Client") whose principal place of business is 0000
Xxxxxxxx Xxxx Xxxx, Xxxxx Xxxxx, XX 00000.
WHEREAS:
1. The Consultant is willing and capable of providing on a "best efforts"
basis various consulting and financial advisory services for and on behalf
of the client.
2. The Client desires to retain the Consultant as an independent
consultant and the Consultant to be retained in that capacity upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, it is agreed as follows:
1. Services. The Client hereby retains Consultant as a consultant and
consultant shall provide to the Company, when requested by the Client from
time to time, during normal hours, business consultation services
concerning, but not limited to, advisory services relative to interactions
with the investment community, the evaluation and structure of financings,
corporate reorganizations and expansion, and possible acquisition
opportunities relative to its capital structure.
2. Time, Place and Manner of Performance. The Consultant shall be
available for advice and counsel to the officers and directors of the
Client at such reasonable and convenient times and places as may be
mutually agreed upon. Exdept as aforesaid, the time, place and manner of
performance of the services hereunder, including the amount of time to be
allocated by the Consultant to any specific service, shall be determined in
the sole discretion of the Consultant.
3. Term of Agreement. The term of this Agreement shall be six (6)
months, commencing March 25th, 2000, and terminating on September 25th, 2000.
4. Compensation. In consideration of the services to be provided for
the Client by the Consultant, the Client hereby agrees to compensate the
consultant as follows:
A. On March 25th, 2000 the Client agrees to issue to the Consultant
100,000 shares of the client's $.0001 par value common stock. These shares
are to be registered as part of the Client's current registration
statement. The Client agrees to issue said shares to the Consultant or in
lieu thereof or in addition thereto, any person(s) whose names are
furnished to the Client on or prior to ninety (90) days after the date this
agreement.
5. Expenses. The Client shall reimburse the Consultant on demand for
all expenses and other disbursements, including but not limited to travel,
entertainment, mailing, printing and postage, incurred by the Consultant on
behalf of the Client in connection with the performance of the consulting
services pursuant to this Agreement. Monthly expenses and disbursements in
excess of $400.00 shall have the Client's prior approval.
6. Work Products. It is agreed that, prior to public distribution, all
information and materials produced for the Client shall be property of the
Consultant, free and clear of any claims thereto by the Client, and the
Client shall retain no claim of authorship therein.
7. Disclosure of Information. The Consultant recognizes and
acknowledges that it has and will have access to certain confidential
information of the client and its affiliates that are valuable, special and
unique assets and property of the Client and such affiliates. The
Consultant will not, during or after the term of the Agreement, disclose,
without prior written consent or authorization of the Client, any of such
information to any person, except to authorized representatives of the
Consultant or its affiliates, for any reason or purpose whatsoever. In
this regard, the Client agrees that such authorization or consent to
disclosure being made pursuant a secrecy agreement, protective order,
provision of statute, rule, regulation or procedure under which the
confidentiality of the information is maintained in the hands of the person
to whom the information is to be disclosed or in compliance with the terms
of a judicial order or administrative process.
8. Nature of Relationship. It is understood and acknowledged by the
parties that the Consultant is being retained by the Client in an
independent capacity and that in this connection, the Consultant hereby
agrees, except as provided in paragraph 4, herein above or unless the
Client shall have otherwise consented in writing, not to enter into any
agreement or incur any obligation on behalf of the client.
9. Conflict of Interest. The Consultant shall be free to perform
services for other persons. The Consultant will notify the Client of its
performance of consulting services for any other person which could
conflict with its obligations under this Agreement. Upon receiving such
notice, the Client may terminate this Agreement or consent to the
Consultant's outside consulting services; failure to terminate this
Agreement shall constitute Client's ongoing consent to the Consultant's
outside consulting services.
10. Indemnification for Securities Law Violations. The Client agrees to
indemnify and hold harmless the Consultant and each officer, direcgtor and
controlling person of the Consultant against any losses, claims, damages,
liabilities, and/or expenses (including legal or other expenses reasonably
incurred in investigating or defending any action or claim in respect
thereof to which the Consultant or such officer, director or controlling
person, may become subject under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, because of actions of the
Client or its agent(s).
11. Notices. Any Notices required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered or sent by
registered or certified mail to the principal office of each party.
12. Waiver of Breach. Any waiver by the Consultant of a breach of any
provision of the Agreement by the Client shall not operate or be construed
as a waiver of any subsequent breach by the Client.
13. Assignment. This Agreement and the rights and obligations of the
parties hereunder shall inure to the benefit of and shall be binding upon
their successors and assigns.
14. Jurisdiction and Venue. It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits and special
proceedings hereunder be construed in accordance with and under and
pursuant to the laws of the State of Colorado.
15. Entire Agreement. This Agreement constitutes and embodies the
entire understanding and agreement of the parties in regards to
Management/Financial Consulting services and supercedes and replaces all
prior understandings, agreements, and negotiations between the parties.
16. Waiver and Modification. Any waiver, alteration or modification of
any of the provisions of this Agreement shall be made valid only if made in
writing and signed by the parties hereto. Each party hereto, from time to
time, may waive any of its rights hereunder without effecting a waiver with
respect to any subsequent occurrences or transactions hereof.
17. Invalid Provisions. In the event that any provision of this
Agreement is found invalid or otherwise unenforceable under any applicable
law, such invalidity or unenforceability shall not be construed as
rendering any other provision contained herein invalid or unenforceable,
and all such other provisions shall be given full force and affect to the
same extend as though the invalid or unenforceable provision were not
contained herein.
18. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original but both of which taken together shall
constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
CONSULTANT CLIENT
Fair Market, Inc. USURF America, Inc.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
Its: President Its: President
Date: March 25, 2000 Date: March 25, 2000
