CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into by
and between
Xxxxxxx X. XxXxxx and XXXX.XXX
("Consultant"). ("Company"),
WHEREAS, Company desires to employ the Consultant as an independent
contractor, and
WHEREAS, Consultant is willing to accept such employment by Company on the
terms and subject to the conditions set forth in this Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Duties. During the term of this Agreement, Consultant agrees to be
employed by and to serve Company as a Consultant, and the Company agrees to
employ and retain Consultant in such capacities. Consultant shall devote a
portion of his business time, energy, and skill to the affairs of the
Company as an Consultant, and shall report to the Company as appropriate
and Consultant shall at all times during the term of this Agreement have
powers and duties at least commensurate with his position as Consultant to
the Company.
2. Term of Employment. The Initial Term of this Agreement shall be from
April 16, 1999 to April 1, 2000.
3. Extension of Term. At any time prior to the expiration of the Initial
Term, Company and Consultant may by mutual written agreement extend
Consultant's employment under the terms of this Agreement for such
additional periods as they may agree.
4. Scope of Work. Subject to the terms and conditions hereinafter
provided, Company engages the Consultant for the furnishing of services
specifically as advisor in the areas of Business Organization and Capital
Formation in Las Vegas and for such other tasks as may be mutually agreed
upon in writing between the Consultant and Company.
5. Compensation. As payment for the services to be rendered by
Consultant, the Company agrees to pay to Consultant compensation of 20,000
restricted common shares of the Companies stock valued at $.25 per share
plus authorized and reasonable expenses in regards to duties assigned by
Company to Consultant provided such expenses are approved in advance by
Company.
6. Payment Obligations. Company's obligation to pay Consultant the
compensation and to make the arrangements provided herein shall be
unconditional, and Consultant shall have no obligation whatsoever to
mitigate damages hereunder. If litigation shall be brought to enforce or
interpret any provision contained herein, Company, to the extent permitted
by applicable law and the Company' Articles of Incorporation and Bylaws,
hereby indemnifies Consultant for Consultant's reasonable attorneys' fees
and disbursements incurred in such litigation.
7. Confidentiality. Consultant agrees that all confidential and
proprietary information relating to the business of Company shall be kept
and treated as confidential both during and after the term of this
Agreement, except as may be permitted in writing by Company's Board of
Directors or as such information is within the public domain or comes
within the public domain without any breach of this Agreement.
8. Withholdings. All compensation and benefits to Consultant hereunder
shall not be reduced by federal, state, local and other withholdings and
similar taxes and payments required by applicable law and shall be the
responsibility of Consultant (see section 17).
9. Indemnification. In addition to any rights to indemnification to
which Consultant is entitled to under the Company's Articles of
Incorporation and Bylaws, Company shall indemnify Consultant at all times
during and after the term of this Agreement to the maximum extent permitted
under applicable Nevada state law, and shall pay Consultant's expenses in
defending any civil or criminal action, suit, or proceeding in advance of
the final disposition of such action, suit or proceeding, to the maximum
extent permitted under such applicable state laws.
10. Notice of Termination. Either the Consultant or the Company may effect
a termination of this Agreement pursuant to thirty (30) days written notice
to the other party of such termination.
11. Minimum Compensation. There is no guarantee, other than the shares
referenced in paragraph five of this Agreement, of any minimum amount to be
paid under this contract.
12. Expenditure Limitation. For services, travel and living expenses,
the total authorized expenditure limitation hereunder is not to exceed
$1,000 per calendar year unless prior authorization is obtained in writing
from Company.
13. Applicable Law. Any controversy or claim arising out of or relating
to this Contract shall be governed by the laws of the State of Nevada. Any
litigation under this Contract, if commenced by Consultant, shall be
brought in a Court of competent jurisdiction in the State of Nevada. All
matters pertaining to this Agreement (including its interpretation,
application, validity, performance and breach), shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada.
The parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Xxxxx County, State of Nevada. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties agree
to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said court or
any court of competent jurisdiction if filed more than one year subsequent
to the date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.
14. Assignment. This Contract is for personal services and shall not be
transferred or assigned by the Consultant without prior written consent of
Company.
15. Confidential Matters. The Consultant shall keep in strictest
confidence all information relating to this Contract which may be acquired
in connection with or as a result of this Contract.
16. Reports. The Consultant, when directed, shall provide written reports
with the respect to the services rendered hereunder.
17. Consultant. Both the Company and the Consultant agree that the
Consultant will act as an Consultant in the performance of its duties under
this Agreement. Accordingly, the Consultant shall be responsible for
payment of all taxes, including Federal, State and local taxes arising out
of the Consultant's activities in accordance with this Agreement, including
by way of illustration, without limitation, Federal and State income tax,
Social Security tax Unemployment Insurance taxes and any other taxes or
business license fees as may be required.
18. Signatures. Both the Company and the Consultant agree to the above
Agreement. Signed this 16th day of April, 1999.
CONSULTANT
/s/ Xxxxxxx XxXxxx
__________________________
Xxxxxxx X. XxXxxx
XXXX.XXX
/s/ Xxxx Xxxxx
__________________________
Xxxx Xxxxx-President
