CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into effective the 18th
day of July 2001 by and between Xxxx Xxxxx ("Consultant") and Maxxon, Inc.
("Company").
WHEREAS, Consultant is an independent contractor; and
WHEREAS, the Company desires to engage Consultant and Consultant desires to
provide specified general business consulting services not in connection with
fund raising activities to the Company on and subject to the terms and
conditions set forth herein; and
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and sufficiency are acknowledged, the parties agree as follows:
1. Engagement. The Company engages Consultant and Consultant accepts the
engagement from the Company to perform new technology development for the
Company upon the terms and conditions of this Agreement.
2. Scope of Engagement. Consultant agrees to devote his good faith diligent
efforts for the Company to evaluate compatible technologies for the Company and
such other duties and tasks as shall be assigned to Consultant from time to time
by the Company. Consultant shall make monthly reports listing the technology
reviewed, owners or patent holders, stage of development and the potential for
acquisition. Consultant shall develop and execute a plan to:
a. Screen compatible technologies using patent files and contacts with
industry sources.
b. Conduct a summary evaluation of 12 technologies for presentation to
management.
c. Prepare in-depth reports of up to 3 technologies that in the opinion
of management might represent technology acquisition opportunities.
d. Facilitate meetings with patent owners or license holders of potential
technology acquisition candidates.
3. Term of Engagement. This Agreement shall remain in effect for one year
from the effective date, unless terminated for cause by prior written notice.
4. Compensation. Consultant shall be paid the following compensation:
(a) Fee. $214,000, payable in 200,000 shares of common stock of the
Company issued at the fair market value of $1.07 per share.
(b) No Expense Reimbursement. The fee shall cover all out of pocket
business expenses incurred in accordance herewith, unless the Company
shall approve other expenses on a case by case basis. All expense
reimbursements approved by the Company shall be supported by
appropriate receipts. The Company shall be entitled to deduct from any
payments all federal, state and local income, FICA and other required
tax withholdings. Consultant agrees to be solely responsible for all
expenses incurred (unless approved for reimbursement by the Company in
advance) and all taxes applicable to compensation received pursuant to
this Agreement.
(c) No Employee Benefit. Consultant agrees that Consultant shall have no
participation in any employee benefit programs now in effect or
hereafter established by the Company, and Consultant shall not be
entitled to participate in health, accident, and life insurance
programs, vacation benefits, and pension, profit sharing or other
employee benefits.
5. Termination. This Agreement may be terminated for cause by prior notice
given by either party.
6. Independent Contractor. Consultant is an independent contractor and not
an employee, partner, joint venturer or other representative of the Company.
Consultant is not under the direct or indirect control of the Company. All
references in the Agreement to "Consultant" include the Consultant and
Consultant's directors, officers, employees and affiliates.
7. Miscellaneous.
(a) Notices. Any notice, request, demand or other communication required
to be made or which may be given to either party hereto shall be
delivered by certified U.S. mail, postage prepaid, to that party's
attention at the address set forth below or at such other address as
shall be changed from time to time by giving notice hereunder.
(b) Entire Agreement. This document constitutes the complete and entire
employment agreement between the parties hereto with reference to the
subject matters hereof. No statement or agreement, oral or written,
made prior to or at the signing hereof, and no prior course of dealing
or practice by either party shall vary or modify the written terms
hereof.
(c) Headings. The headings and captions contained in this Agreement are
for ease and convenience of reference only and shall not be deemed for
any purpose to affect the substantive meaning of the rights and duties
of the parties hereto in any way.
(d) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and there respective successors and
assigns.
(e) Counterparts. This Agreement may be executed in multiple counterparts,
each of which has the same text and each of which shall be deemed an
original for all purposes, but together they constitute one single and
the same agreement.
(f) Amendments. This Agreement may be amended only by a written document
signed by the parties and stating that the document is intended to
amend this Agreement.
(g) Applicable Law. This Agreement shall be governed by and construed in
accordance with Oklahoma law.
(h) Resolution of Disputes. The parties agree to resolve all disputes
arising under or in connection with this Agreement by final and
binding arbitration, which either party may initiate 60 days after the
parties have failed to reach a mutually acceptable agreement after
negotiating in good faith to do so. The arbitration shall be conducted
in accordance with the Commercial Rules of Arbitration of the American
Arbitration Association, held in Tulsa, OK.
(i) Additional Documents. The parties hereto shall enter into and execute
such additional agreements, understandings, documents or instruments
as may be necessary to implement the intent of this Agreement.
(j) Cumulative Remedies. The remedies of the parties as set forth herein
are cumulative and may be exercised individually or together with one
or all other remedies, and are not exclusive but instead are in
addition to all other rights and remedies available to the parties at
law or in equity.
(k) Severability. If any provision of this Agreement or the application
thereof to any person or circumstances shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such provisions to other persons or circumstances shall
not be affected thereby and shall be enforced to the greatest extent
permitted by law.
(l) Waiver. The failure of a party to enforce any provision of this
Agreement shall not constitute a waiver of such party's right to
thereafter enforce such provision or to enforce any other provision at
any time.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to
be executed effective this 18th day of July 2001.
Maxxon, Inc.
/s/ Xxxx Xxxxx BY: /s/ Xxxxxxx Xxxxx
--------------------------- ----------------------------
Xxxx Xxxxx, Individually Xxxxxxx Xxxxx, President
