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Exhibit 10.11
CONSULTING AGREEMENT
THIS AGREEMENT (this "Agreement"), made this 25th day of August, 2000,
by and between XXXXXXXXX VENTURE CAPITAL, L.L.C. ("SVC"), a Delaware limited
liability company, and AFFINITY INTERNATIONAL TRAVEL SERVICES, INC.
("Affinity"), a Nevada corporation.
WHEREAS, SVC has certain expertise in management, financial,
investment and business matters which will be beneficial to Affinity in the
conduct of its business.
WHEREAS, Affinity desires to retain SVC as a consultant and advisor to
Affinity in connection with certain investment and business matters of Affinity
and SVC desires to be so retained and to enter into such an agreement with
Affinity.
NOW, THEREFORE, in consideration of the covenants and agreements
herein contained and the consideration to be paid hereunder, and for other
valuable consideration, the parties agree as follows:
1. RECITALS ARE TRUE. The above recitals are true and correct
and incorporated herein.
2. CONSULTING SERVICES. Affinity agrees to retain SVC and SVC
agrees to be retained by Affinity on an as-needed basis from and after the date
hereof until terminated in accordance with the provisions of Section 6
hereinbelow as a consultant and advisor to Affinity in connection with certain
investment and business matters of Affinity.
3. DEVOTION OF TIME TO CONSULTING SERVICES. SVC shall devote
such time to rendering consulting and advising services as is reasonably
requested from time-to-time by Affinity. The services to be rendered by SVC to
Affinity hereunder may be rendered in person or by letter, telephone or other
means of communication as shall be appropriate under the circumstances. SVC
shall not be required to observe any fixed schedule of attendance at the
principal place of business of Affinity or any other person or entity for the
rendition of such services.
4. CONSIDERATION FOR CONSULTING SERVICES. As consideration for
SVC's services hereunder during the term of this Agreement, Affinity shall pay
SVC and SVC shall accept from Affinity the following:
a. On Friday the 25th day of August 2000, and each and
every Friday through and including Friday the 1st of
December 2000, from and after the date hereof until
terminated pursuant to Section 6 hereof, the sum of
$2,500.00 per Week.
b. Affinity shall reimburse SVC for all actual expenses
incurred by SVC for services rendered on behalf of
Affinity and, at the request of Affinity, upon
submission of appropriate invoices or receipts
therefor.
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5. STATUS AS INDEPENDENT CONTRACTOR. THE PARTIES AGREE THAT
SVC'S RELATIONSHIP WITH AFFINITY WILL BE THAT OF INDEPENDENT CONTRACTOR, AND
NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO CREATE AN EMPLOYER-EMPLOYEE
RELATIONSHIP BETWEEN THE PARTIES. AS SUCH, SVC WILL NOT BE ENTITLED TO ANY
COMPENSATION OTHER THAN AS AGREED UPON HEREIN.
6. TERM OF AGREEMENT. The effective date of this Agreement shall
be the date hereof, and it shall remain effective and continue in force and
effect until terminated in accordance herewith; this Agreement may be
terminated by either party upon ten (10) business days prior written notice to
the other party. Termination of this Agreement pursuant to this Section 6 shall
in no way terminate the obligation of Affinity to pay to SVC any amounts
accrued under Section 4 hereof prior to termination.
7. SEVERABILITY. The parties hereto intend all provisions of
this Agreement to be enforced to the fullest extent permitted by law.
Accordingly, should a court of competent jurisdiction determine that the scope
of any provision is too broad to be enforced as written, the parties intend
that the court should reform the provision to such narrower scope as it
determines to be enforceable. If, however, any provision of this Agreement is
held to be illegal, invalid, or unenforceable under present or future law, such
provision shall be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid, or unenforceable provision were never a
part hereof; and the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance, except to the extent such
remaining provisions constitute obligations of another party to this Agreement
corresponding to the unenforceable provision.
8. NOTICES. Any and all notices, demands, requests,
designations, consents, offers, acceptances or any other communications that
may be or are required to be given, served or sent by any party to another
party pursuant to this Agreement shall be in writing and shall be mailed by
certified mail, return receipt requested, or by verifiable overnight delivery
postage prepaid, or transmitted by hand delivery (against a signed receipt) or
by facsimile with confirmation of receipt addressed as follows: (a) if to SVC
at 0000 Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, 00000 FAX (000) 000-0000, with a copy
to Xxxxxxx X. Xxxxx, Esq., 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000
FAX: (000) 000-0000; (b) if to Affinity at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000X,
Xx. Xxxxxxxxxx, Xxxxxxx 00000 FAX: (000) 000-0000 with a copy to Xxxxxx X.
Xxxxxx, Esq., Brown, Rudnick, Freed & Gesmer, Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX
00000 (FAX: (000) 000-0000 or to such other address which may be designated by
either Affinity or SVC.
9. MODIFICATION. No change or modification of this Agreement
shall be valid unless the same be in writing and signed by the parties hereto,
other than modification by a Court of law in accordance with Section 7 hereof.
10. APPLICABLE LAW AND BINDING EFFECT. This Agreement shall be
construed and regulated under and by the laws of the State of Nevada and shall
inure to the benefit of and be binding upon the parties hereto and their heirs,
personal representatives, successors and assigns.
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IN WITNESS WHEREOF, the undersigned have hereunto caused this
Agreement to be executed the day and year first above written. b AFFINITY
INTERNATIONAL TRAVEL SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
President
XXXXXXXXX VENTURE CAPITAL, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
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XXXXXX X. XXXXXXXXX, XX.
Managing Member
