EXHIBIT 99.1
CONSULTING AGREEMENT
THIS AGREEMENT (the "AGREEMENT") made as of the 25th day of February
2002 by and between Torque Engineering Corporation maintaining its principal
offices at 0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 (hereinafter referred to as
the "COMPANY") and Xxxxx Xxxxxxxx, whose address is 00 Xxxxxx Xx., Xxxxxxx, XX
00000 (hereinafter referred to as the "CONSULTANT").
WITNESSETH:
WHEREAS, the Company is desirous of retaining Consultant, on a
non-exclusive basis, for the purpose of assisting in strategic planning,
identifying opportunities that would be synergistic to the business of the
Company and such other services that may be reasonably requested by the Company
(collectively the "SERVICES").
WHEREAS, Consultant is familiar with the Company's business and is
willing to provide the agreements contained herein, it is agreed as follows:
I. ENGAGEMENT OF CONSULTANT. The Company hereby engages Consultant
and Consultant agrees to render the Services to the Company.
A. The Consultant shall devote such time as is reasonably
necessary to perform the Services for the Company.
B. All of the Services to be provided by Consultant to the
Company shall be under the direct supervision of the Company. The Company is
under no obligation to implement or consummate any of the ideas or opportunities
identified by Consultant.
II. COMPENSATION.
A. As sole and exclusive compensation for the Services
provided by Consultant to the Company pursuant to this Agreement, the Company
will issue to Consultant, upon approval of its Board of Directors, nine hundred
thousand (900,000) shares of the Company's common stock, par value $0.0001 per
share.
III. TERM AND TERMINATION. Unless terminated earlier by the Company,
this Agreement shall be in effect for a period of one (1) year commencing on the
date hereof. This Agreement may be terminated by the Company at any time upon
thirty (30) days written notice.
IV. TREATMENT OF CONFIDENTIAL INFORMATION. The Consultant shall not,
either during or at any time thereafter, disclose, without the consent of the
Company, any financial or other information concerning the business, affairs,
plans and programs of the Company which are delivered by the Company to
Consultant in connection with the Services to be rendered by the Consultant
hereunder (the "CONFIDENTIAL INFORMATION"). Consultant will not be bound by the
foregoing limitations in the event (i) the Confidential Information is already
in the public domain or was otherwise determined and becomes public information
other than as a result of a breach of this Agreement or (ii) Consultant is
required to disclose the Confidential Information pursuant to a subpoena or
other judicial order. However, in the event Consultant is obligated to disclose
any Confidential Information, it shall first notify the Company so that the
Company may attempt to obtain a judgment or order restricting such disclosure.
V. INDEPENDENT CONTRACTOR. It is expressly agreed that the
Consultant is acting as an independent contractor in performing the Services
hereunder. The Company is under no obligation to provide workers compensation
insurance or any health or accident insurance on behalf of the Consultant. The
Company shall not pay any contributions to social security, unemployment
insurance, Federal or state withholding taxes nor provide any other
contributions or benefits which might be customary in an employer-employee
relationship.
VI. ASSIGNMENT. The Consultant may not assign any of its
responsibilities hereunder to third parties without the prior written consent of
the Company.
VII. NOTICES. All notices, requests, demands, or other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given upon receipt if delivered in person or by Federal Express (or
similar overnight courier service) to the parties at the following addresses:
If to Consultant: Xxxxx Xxxxxxxx
00 Xxxxxx Xx.
Xxxxxxx, Xxx Xxxxxx 00000
With a copy to:
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Attention:
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If to the Company: Torque Engineering Corporation
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
With a copy to: Xxxxxxx X. Xxxxxx, Esq.
Xxxxxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Any party may change the address to which notices, requests, demands or other
communications to such party shall be delivered or mailed by giving notice
thereof to the other parties hereto in the manner provided herein. Any notice
may be given on behalf of a party by its counsel.
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VIII. ENTIRE AGREEMENT, ETC. This Agreement sets forth the parties
final and entire agreement, and supersedes any and all prior understandings with
respect to its subject matter. This Agreement shall bind and benefit the parties
hereto and their respective heirs, successors and assigns, except as otherwise
set forth in this Agreement. The Company may assign this Agreement to any other
person in connection with the sale, transfer or other disposition of all or a
substantial portion of its business and assets; and this Agreement shall inure
to and be binding upon any successor to all or a substantial portion of the
business, or to all or substantially all of the assets, of the Company, whether
by merger, consolidation, purchase of stock assets or otherwise. This Agreement
cannot be changed, waived or terminated except by a writing signed by both
Consultant and the Company.
IX. SEVERABILITY. If any provision of this Agreement shall be held
to be invalid or unenforceable, such invalidity or unenforceability shall attach
only to such provision and shall not affect or render invalid or unenforceable
any other provision of this Agreement, and this Agreement shall be construed as
if such provision had been drawn so as not to be invalid or unenforceable.
X. MODIFICATION AND WAIVER. This Agreement may not be altered or
modified except by writing signed by each of the respective parties hereof.
XI. LAW TO GOVERN; FORUM FOR DISPUTES. This Agreement shall be
governed by the laws of the State of Indiana without giving effect to the
principle of conflict of laws. Each party acknowledge to the other that courts
within the State of Indiana shall be the sole and exclusive forum to adjudicate
any disputes arising under this Agreement.
XII. COUNTERPARTS. This document may be executed in two or more
counterparts each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
TORQUE ENGINEERING CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Its: Chairman
CONSULTANT
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
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