Exhibit 10.5
CONSULTING AGREEMENT
AGREEMENT, dated as of the 25th day of February 2003, be and between Xxxxxxx X.
Xxxxx, an individual with an address at 0000 Xxxx Xxxxx Xxxx, Xxxxx 0,
Xxxxxxxxxx, XX 00000 ("Consultant") and Showintel Networks, Inc., a Nevada
corporation with executive offices in Collierville, TN ("the Company").
WITNESSETH:
WHEREAS, Consultant is familiar with the Company's industry and is willing to
provide consulting services to the Company in order to assist the Company in the
development of its business;
WHEREAS, the Company desires to engage Consultant to provide services to it, and
Consultant is willing to provide such services on and subject to the terms of
this Agreement;
WHEREFORE, the parties do hereby agree as follows:
1. The Company hereby engages Consultant to perform Services, as
hereinafter defined during the one-year period commencing on the date
of this Agreement.
2. The services ("Services") to be performed by Consultant shall include,
but not limited:
(a) The review and analysis of the Company's business plan.
(b) Development of strategies for growth.
3. The Services being performed by Consultant shall be performed at his
offices, at the Company's offices or at such location as Consultant
and the Company shall jointly deem appropriate. Consultant shall
report to such senior executive officer, as the Company shall specify.
Initially, Consultant shall report to the Chief Executive Officer.
4. In consideration of the Services rendered and to be rendered by
Consultant, the company shall pay Consultant as compensation for
Services, a fee of $30,000.00. Consultant, however, recognized that
the Company's present cash position does not enable it to make such
payment in cash. In lieu of the cash payment, Consultant will accept
300,000 S8 shares of Company's common stock, par value of $0.001 per
share ("Common Stock"), in full payment of all amounts due under this
Consulting Agreement.
5. Consultant acknowledges that in connection with the Services rendered
pursuant to this Agreement. Consultant may have access to confidential
and proprietary technical information that belongs to the Company
and/or its subsidiaries. Confidential information for purposes of the
Paragraph 5 shall mean technical proprietary information which is
expressly marked confidential and which relates to the Company's
proprietary products and technology. Consultant agrees to treat as
confidential and proprietary, and not use or assist others in using,
such information other than as required by this Agreement or is
necessary for the performance of Services contemplated by this
Agreement. Any permitted disclosure, which may be necessary in
connection with the performances of services pursuant to this
Agreement, shall be made only on a need to know basis to a person who
has agreed to be bound by the confidentiality provision of this
Paragraph 5. The obligation of confidentiality shall not apply to any
information which (a) is received by Consultant from another party not
under an obligation of confidentiality, (b) becomes public knowledge
in the industry other than as a result of a violation of an obligation
of confidentiality, or (c) is required to be disclosed pursuant to law
or legal process, provided, such disclosed pursuant to law or legal
process, provided, such disclosure, promptly notify the Company in
order to enable the Company to seek a protective order, and Consultant
shall not make any disclosure until and unless ordered to do so by the
court, in which event Consultant disclose only the material which is
required to be disclosed under the court order. In the event that
Consultant breaches its obligation of confidentiality pursuant to this
paragraph 5, Consultant consents to comply with these provisions. This
Paragraph 5 shall not affect of limit, and the injunctive relief
provided in this Paragraph 5 shall be in addition to, any other
remedies available to the Company or any of its subsidiaries, whether
wholly or partially owned by the Company at law or in equity.
6. In all matters relating to this Agreement, the Company and Consultant
shall act as independent contractors, neither shall be the employee of
the other, and each shall assume any and all liability for its own
acts. Neither the Company nor Consultant shall have any authority to
assume or create obligations, express or implied, on behalf of the
other party or any subsidiary or affiliate of the other party, and
neither party shall have any authority to represent any other party as
its agent, employee, partner, or in any other capacity.
7. This Agreement constitutes the entire agreement and understanding of
the parties, superseding any and all prior written or contemporaneous
oral agreement, understandings and letters of Intent, and may not be
modified or amended nor any right be waived except by a writing which
expressly refers to this Agreement, states that it is a modification,
amendment or waiver and is signed by both parties in the case of a
modification or amendment or the party to be charged in the case of a
waiver. No course of conduct or dealing and not trade custom or usage
shall be construed to modify or amend any of the provisions of this
Agreement. The failure of any of the parties to this Agreement to
enforce any provision of this Agreement on any occasion shall not be
deemed to be a waiver of any preceding or succeeding breach of such
provision or of any other provision.
8. Any notice under the provision of this Agreement shall be given in
writing and by hand, overnight carrier or messenger service, against
signed receipt or acknowledgment or receipt, registered or certified
mail, return receipt requested, or telecopier or similar means of
communications if confirmed by mail as provided in this Paragraph 8, t
the parities at their respective addresses set forth at the beginning
of this Agreement or by telecopier to the Company at 000-000-0000 or
the Consultant at 0000 Xxxx Xxxxx Xxxx, Xxxxx 0, Xxxxxxxxxx, XX 00000.
Notices to the company shall be sent to the attention of the person
executing this Agreement on behalf of such party. Either party may, by
like notice, change the person, address or telecopier number to which
notice should be sent.
9. This Agreement and the respective rights, duties and obligations of
the parties pursuant to this Agreement, shall be governed and
construed in accordance with the laws of the State of Arizona
applicable to agreements executed and to be performed wholly within
such state without regard to the principles of conflict of law. Each
party hereby (I) irrevocably consents and agrees that any legal or
equitable action or proceeding arising under or in Scottsdale, AZ,
(ii) irrevocably submits to and accepts, with respect to its
properties and assets, generally and unconditionally, in the personal
jurisdiction of the aforesaid courts and waives the defense of an
inconvenient forum to the maintenance of such action or proceeding,
and (iii) agrees that service in any such action may be made either by
mailing or delivering a copy of such process to such party in the
manner set forth in Paragraph 8 of this Agreement, other than by
facsimile transmission, or by any other manner permitted by law.
10. This Agreement shall bind and inure to the benefit of the parties, and
their respective executors, administrators, successors and assigns.
11. If any provision of this Agreement is found to be void or
unenforceable by court of competent jurisdiction, the remaining
provisions of this Agreement, shall, nevertheless, be binding, upon
the parties with the same force and effect as though the unenforceable
part has been severed and deleted.
12. Each of the parties to this agreement shall execute and deliver to the
other party, without charge to the other party, any further
instruments and documents and take such other action as may be
requested by the other party in order to provide for the other party
the benefits of this Agreement.
13. All references to the masculine, feminine, and neuter genders shall
include the other genders, the singular shall include the plural, and
the plural shall include the singular.
14. This Agreement may be executed in one or more counterparts, all of
which shall be deemed to be duplicate originals.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
/s/ Xxxxx X. Xxxx
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/s/ Xxxxxxx X. Xxxxx
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