CONSULTING AGREEMENT
This Agreement is made as of this 17th day of September, 2001, by and between
Learners World, Inc., ("the Company") a corporation duly organized and existing
under the laws of Florida, with offices at 00000 X. Xxxxxxxxxx Xxxxx, #000,
Xxxxxxxx Xxxxx, Xxxxxxx 00000 and Xxxxxx & Xxxxxx, LLP with offices at 0000 Xx.
0 Xxxxx, 0xx Xxxxx, Xxxxxxxx, XX 00000 ("the Law Firm").
WHEREAS, the Law Firm has and/or will perform valuable legal services
("services") for and on behalf of the Company, which services will not be in
connection with the offer or sale of securities in a capital-raising
transaction, nor are they for services which directly or indirectly promoted or
maintained a market for the Company's securities; and
WHEREAS, Xxxxxxx X. Xxxxxx & Xxxxx Xxxxxx are limited liability partners of the
Law Firm and perform and/or will perform such services.
WHEREAS, the Company wishes to retain the services of the Law Firm on the
following terms and conditions:
1. The Company hereby has retained the service of the Law Firm. In exchange for
the Legal Services (as that term is defined herein), Xxxxxxx X. Xxxxxx & Xxxxx
Xxxxxx shall receive a total of 10,000 shares in the following increments (such
amount shall reflect payment for past services rendered and/or future services
to be rendered): Xxxxxxx X. Xxxxxx shall receive 8,000 shares and Xxxxx Xxxxxx
shall receive 2,000 shares.
2. The Law Firm shall, employing their best efforts, assist the Company by:
providing legal services.
3. The Law Firm shall be independent contractors and shall have no right or
authority to assume or create any obligations or responsibility, express or
implied, on behalf of or in the name of the Company, unless specifically
authorized in writing by the Company. No provision of this Agreement shall be
construed to preclude the Law Firm from pursuing other consulting or design and
development projects.
4. The Law Firm (including any person or entity acting for or on behalf of the
Law Firm) shall not be liable for any mistakes of fact, errors of judgment, for
losses sustained by the Company or any subsidiary or for any acts or omissions
of any kind, unless caused by the negligence or intentional misconduct of the
Law Firm or any person or entity acting for or on behalf of the Law Firm.
5. The Company and its present and future subsidiaries jointly and severally,
agree to indemnify and hold harmless the Law Firm against any loss, claim,
damage or liability whatsoever, (including reasonable attorneys' fees and
expenses), to which such Indemnified Party may become subject as a result of
performing any act (or omitting to perform any act) contemplated to be performed
by the Law Firm pursuant to this Agreement if such act or omission did not
violate the provisions of Section 4 of this Agreement. So long as the Company
has not provided counsel to the Indemnified Party in accordance with the terms
of this Agreement, the Company and its subsidiaries agree to reimburse the
defense of any action or investigation (including reasonable attorney's fees and
expenses), subject to any understanding from such Indemnified Party to repay the
Company or its subsidiaries if it is ultimately determined that such Indemnified
Party is not entitled to such indemnity. In case any action, suit or proceeding
shall be brought or threatened, in writing, against any Indemnified Party, it
shall notify the Company within twenty (20) days after the Indemnified Party
receives notice of such action, suit or such threat. The Company shall have the
right to appoint the Company's counsel to defend such action, suit or
proceeding, provided that such Indemnified Party consents to such representation
by such counsel, which consent shall not be unreasonably withheld. In the event
any counsel appointed by the Company shall not be acceptable to such Indemnified
Party, then the Company shall have the right to appoint alternative counsel for
such Indemnified Party reasonably acceptable to such Indemnified Party, until
such time as acceptable counsel can be appointed. In any event, the Company
shall, at its sole cost and expense, be entitled to appoint counsel to appear
and participate as co-counsel in the defense thereof. The Indemnified Party, or
its co-counsel, shall promptly supply the Company's counsel with copies of all
documents, pleadings and notices which are filed, served or submitted in any of
the aforementioned. No indemnified Party shall enter into any settlement without
the prior written consent of the Company, which consent shall not be
unreasonable withheld.
6. This Agreement shall be binding upon the Company and the Law Firm and their
successors and assigns.
7. If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever, (i) the validity, legality
and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any Section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby; and (ii) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of
any Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held, invalid illegal or unenforceable.
8. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto. No waiver of any other
provisions hereof (whether or no similar) shall be binding unless executed in
writing by both parties hereto nor shall such waiver constitute a continuing
waiver.
9. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
10. The Parties agree that should any dispute arise in the administration of
this Agreement, that the agreement shall be governed and construed by the Laws
of the State of New Jersey.
11. This Agreement contains the entire agreement between the Parties with
respect to the consulting services to be provided to the Company by the Law Firm
and supersedes any and all prior understandings, agreement or correspondence
between the Parties.
IN WITNESS WHEREOF, the Company and the Law Firm have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
LEARNER'S WORLD, INC.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President
XXXXXX & JACLIN, LLP
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx Xxxxxx
Managing Partner
/s/ Xxxxx X. Xxxxxx
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Xxxxx Xxxxxx, Partner
